<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
REGISTRATION STATEMENT NO. 333-45899
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 3
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MAC-GRAY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7215 04-3361982
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
STEWART GRAY MACDONALD, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MAC-GRAY CORPORATION
22 WATER STREET
CAMBRIDGE, MASSACHUSETTS 02141
(617) 492-4040
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
STUART M. CABLE, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the transactions described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462 (b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-45899
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with Section 145 of the DGCL, Article VII of the Mac-Gray
Charter provides that no director of Mac-Gray shall be personally liable to
Mac-Gray or its stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to Mac-Gray or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Mac-Gray
Charter provides that if the DGCL is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of
a director of Mac-Gray shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.
Article V of the Mac-Gray By-laws provides for indemnification by Mac-Gray
of its directors and officers and certain non-officer employees under certain
circumstances against expenses (including attorneys fees, judgments,
penalties, fines and amounts paid in settlement) reasonably incurred in
connection with the defense or settlement of any threatened, pending or
completed legal proceeding in which any such person is involved by reason of
the fact that such person is or was an officer or employee of Mac-Gray unless
it is determined that such person did not act in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of
Mac-Gray, and, with respect to criminal actions or proceedings, such person
had no reasonable cause to believe his or her conduct was unlawful.
Mac-Gray has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of the Mac-Gray By-laws and
requiring the advancement of expenses in proceedings involving directors in
most circumstances and also intends to purchase directors' and officers'
insurance to provide additional protections to the directors and officers of
Mac-Gray in certain circumstances.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Certain exhibits indicated below are incorporated by reference to documents
of Mac-Gray on file with the Commission. Each exhibit marked by a cross (+)
was previously filed as an exhibit to Mac-Gray's Registration Statement on
Form S-1 (No. 333-33669) and the number in parentheses following the
description of the exhibit refers to the exhibit number in the Form S-1. Each
exhibit marked by an asterisk (*) was previously filed as an exhibit to Mac-
Gray's Registration Statement on Form S-4 (No. 333-45899).
(a) Exhibits. The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration Statement.
<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated as of December 22, 1997, by and among
Mac-Gray Corporation, MI Acquisition Corp., Intirion Corporation and
Robert P. Bennett. Pursuant to Item 601(b)(2) of Regulation S-K, the
Schedules referred to in the Merger Agreement are omitted. The
Registrant hereby undertakes to furnish supplementally a copy of any
omitted Schedule to the Commission upon request. The Exhibits to the
Merger Agreement are included in Appendix A to the Prospectus/Proxy
Statement, which is a part of this Registration Statement on Form S-4.*
3.1 Amended and Restated Certificate of Incorporation (3.1).+
3.2 By-laws (3.2).+
4.1 Specimen certificate for shares of Common Stock, $.01 par value, of the
Registrant (4.1).+
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being offered.*
10.1 Stockholders' Agreement dated as of April 17, 1997 by and among the
Registrant and certain stockholders of the Registrant (10.1).+
10.2 Stockholders' Agreement dated as of June 26, 1997 by and among the
Registrant and certain stockholders of the Registrant (10.2).+
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
10.3 Agreement and Plan of Merger dated as of April 17, 1997 by and among the
Registrant and the other parties named therein (10.3).+
10.4 Credit Agreement dated April 17, 1997, by and among the Registrant, the
other Borrowers (as defined therein), the lenders named therein and
State Street Bank and Trust Company, as agent (10.4).+
10.5 Security Agreement dated as of April 17, 1997 by and among the
Registrant, the other Borrowers (as defined therein) and the Banks (as
defined therein) (10.5).+
10.6 Revolving Line of Credit Note dated April 17, 1997 issued by the
Registrant in favor of the Banks (as defined therein) (10.6).+
10.7 Pledge Agreement dated as of April 17, 1997 by and among the Registrant
and the Banks (as defined therein) (10.7).+
10.8 Confidentiality and Noncompetition Agreement dated as of September 4,
1990, as amended on March 25, 1993, by and between the Registrant and
Caldwell and Gregory, Inc. (10.8).+
10.9 Consulting Agreement dated as of April 17, 1997 by and among the
Registrant and Jeffrey C. Huenink (10.9).+
10.10 Noncompetition Agreement dated as of April 17, 1997 by and among
Registrant and Jeffrey C. Huenink (10.10).+
10.11 Form of Noncompetition Agreement between the Registrant and its
executive officers (10.11).+
10.12 Form of Maytag Licensing Agreement for "Red Carpet Service" (10.12).+
10.13 Form of Maytag Distributorship Agreements (10.13).+
10.14 Promissory Note dated December 31, 1992 issued by the Registrant in
favor of Donald M. Shaw (10.14).+
10.15 Consulting and Noncompete Agreement dated December 31, 1992 by and
between Donald M. Shaw and the Registrant (10.15).+
10.16 The Registrant's 1997 Stock Option and Incentive Plan (with form of
option agreements attached as exhibits) (10.16).+
10.17 Form of Director Indemnification Agreement between the Registrant and
each of its Directors (10.17).+
10.18 Form of Registration Rights Agreement by and among the Registrant,
Robert P. Bennett, Gelco Corporation, Eastech II Limited Partnership
and Eastech III Limited Partnership.*
10.19 Form of Escrow Agreement by and among the Registrant, Gelco Corporation,
Michael Shanahan, the former securityholders of Intirion Corporation
and State Street Bank and Trust Company, as escrow agent.*
10.20 Voting Agreement by and between the Registrant and each of Robert P.
Bennett, Eastech II Limited Partnership and Eastech III Limited
Partnership.*
10.21 Voting Agreement by and between the Registrant and Gelco Corporation.*
10.22 Form of Noncompetition Agreement by and between the Registrant and
Robert P. Bennett.*
10.23 Distribution Agreement by and between Schlumberger Technologies, Inc.
and Mac-Gray Services, Inc., dated as of October 27, 1997 (certain
portions of this exhibit are being omitted pursuant to a request for
confidential treatment).
10.24 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by and
among Mac-Gray Services, Inc., Amerivend Corporation, Amerivend
Southeast Corporation and Gerald E. Pulver.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).*
23.2 Consent of Price Waterhouse LLP (Mac-Gray Corporation).*
23.3 Consent of Price Waterhouse LLP (Intirion Corporation).*
24.1 Powers of Attorney (contained in the Signature Page to this Registration
Statement).*
27.1 Financial Data Schedule.*
99.1 Form of Proxy.*
</TABLE>
II-2
<PAGE>
ITEM 22. UNDERTAKINGS
(a) Mac-Gray hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form;
(5) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the Registration Statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(6) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Mac-Gray, Mac-Gray has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Mac-Gray in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Mac-Gray will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Mac-Gray
Corporation has duly cause this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cambridge, The Commonwealth of Massachusetts,
on March 6, 1998.
MAC-GRAY CORPORATION
/s/ John S. Olbrych
By: ________________________________
John S. Olbrych
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 3 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman, Chief March 6, 1998
____________________________________ Executive Officer and
Stewart Gray MacDonald, Jr. Director (Principal
Executive Officer)
* Executive Vice President March 6, 1998
____________________________________ Mergers and
Patrick A. Flanagan Acquisitions, Secretary
and Director
/s/ John S. Olbrych Chief Financial Officer March 6, 1998
____________________________________ and Treasurer
John S. Olbrych (Principal Financial
and Accounting Officer)
* Director March 6, 1998
____________________________________
Jeffrey C. Huenink
* Director March 6, 1998
____________________________________
Jerry A. Schiller
* Director March 6, 1998
____________________________________
John P. Leydon
* Director March 6, 1998
____________________________________
Eugene B. Doggett
</TABLE>
/s/ John S. Olbrych
*By: ___________________________
John S. Olbrych
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
------- --------------------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of December 22, 1997, by and
among Mac-Gray Corporation, MI Acquisition Corp., Intirion
Corporation and Robert P. Bennett. Pursuant to Item 601(b)(2) of
Regulation S-K, the Schedules referred to in the Merger Agreement are
omitted. The Registrant hereby undertakes to furnish supplementally a
copy of any omitted Schedule to the Commission upon request. The
Exhibits to the Merger Agreement are included in Appendix A to the
Prospectus/Proxy Statement, which is a part of this Registration
Statement on Form S-4.*
3.1 Amended and Restated Certificate of Incorporation (3.1).+
3.2 By-laws (3.2).+
4.1 Specimen certificate for shares of Common Stock, $.01 par value, of
the Registrant (4.1).+
5.1 Opinion of Goodwin, Procter & Hoar llp as to the legality of the
securities being offered.*
10.1 Stockholders' Agreement dated as of April 17, 1997 by and among the
Registrant and certain stockholders of the Registrant (10.1).+
10.2 Stockholders' Agreement dated as of June 26, 1997 by and among the
Registrant and certain stockholders of the Registrant (10.2).+
10.3 Agreement and Plan of Merger dated as of April 17, 1997 by and among
the Registrant and the other parties named therein (10.3).+
10.4 Credit Agreement dated April 17, 1997, by and among the Registrant,
the other Borrowers (as defined therein), the lenders named therein
and State Street Bank and Trust Company, as agent (10.4).+
10.5 Security Agreement dated as of April 17, 1997 by and among the
Registrant, the other Borrowers (as defined therein) and the Banks
(as defined therein) (10.5).+
10.6 Revolving Line of Credit Note dated April 17, 1997 issued by the
Registrant in favor of the Banks (as defined therein) (10.6).+
10.7 Pledge Agreement dated as of April 17, 1997 by and among the
Registrant and the Banks (as defined therein) (10.7).+
10.8 Confidentiality and Noncompetition Agreement dated as of September 4,
1990, as amended on March 25, 1993, by and between the Registrant and
Caldwell and Gregory, Inc. (10.8).+
10.9 Consulting Agreement dated as of April 17, 1997 by and among the
Registrant and Jeffrey C. Huenink (10.9).+
10.10 Noncompetition Agreement dated as of April 17, 1997 by and among
Registrant and Jeffrey C. Huenink (10.10).+
10.11 Form of Noncompetition Agreement between the Registrant and its
executive officers (10.11).+
10.12 Form of Maytag Licensing Agreement for "Red Carpet Service" (10.12).+
10.13 Form of Maytag Distributorship Agreements (10.13).+
10.14 Promissory Note dated December 31, 1992 issued by the Registrant in
favor of Donald M. Shaw (10.14).+
10.15 Consulting and Noncompete Agreement dated December 31, 1992 by and
between Donald M. Shaw and the Registrant (10.15).+
10.16 The Registrant's 1997 Stock Option and Incentive Plan (with form of
option agreements attached as exhibits) (10.16).+
10.17 Form of Director Indemnification Agreement between the Registrant and
each of its Directors (10.17).+
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.18 Form of Registration Rights Agreement by and among the Registrant,
Robert P. Bennett, Gelco Corporation, Eastech II Limited Partnership
and Eastech III Limited Partnership.*
10.19 Form of Escrow Agreement by and among the Registrant, Gelco Corporation,
Michael Shanahan, the former securityholders of Intirion Corporation
and State Street Bank and Trust Company, as escrow agent.*
10.20 Voting Agreement by and between the Registrant and each of Robert P.
Bennett, Eastech II Limited Partnership and Eastech III Limited
Partnership.*
10.21 Voting Agreement by and between the Registrant and Gelco Corporation.*
10.22 Form of Noncompetition Agreement by and between the Registrant and
Robert P. Bennett.*
10.23 Distribution Agreement by and between Schlumberger Technologies, Inc.
and Mac-Gray Services, Inc., dated as of October 27, 1997 (certain
portions of this exhibit are being omitted pursuant to a request for
confidential treatment).
10.24 Stock and Asset Purchase Agreement, dated as of March 4, 1998, by and
among Mac-Gray Services, Inc., Amerivend Corporation, Amerivend
Southeast Corporation and Gerald E. Pulver.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).*
23.2 Consent of Price Waterhouse LLP (Mac-Gray Corporation).*
23.3 Consent of Price Waterhouse LLP (Intirion Corporation).*
24.1 Powers of Attorney (contained in the Signature Page to this Registration
Statement).*
27.1 Financial Data Schedule.*
99.1 Form of Proxy.*
</TABLE>
+ Previously filed as an exhibit to Mac-Gray's Registration Statement on Form
S-1 (No. 333-33669) and incorporated by reference herein. The number in
parentheses following the description of the exhibit refers to the exhibit
number in the Form S-1.
* Previously filed as an exhibit to Mac-Gray's Registration Statement on Form
S-4 (No. 333-45899) and incorporated by reference herein.
<PAGE>
EXHIBIT 10.23
SCHLUMBERGER TERMS AND CONDITIONS
FOR MAC-GRAY PURCHASE ORDER
Schlumberger Technologies, Inc.
Smart Cards and Systems Division
Schlumberger DANYL, Inc.
1. ACCEPTANCE
----------
It is agreed that sales of products and/or services are expressly made on
the terms and conditions contained herein, and to the extent of any conflict
these shall take precedence over any terms and conditions which may appear on
Mac-Gray's purchase order or any other document unless expressly accepted by
Schlumberger in writing. Mac-Gray's acceptance of and/or payment for the
products or services covered herein shall constitute an acceptance of these
terms and conditions.
2. PAYMENT TERMS
-------------
All invoices are due and payable thirty (30) days from date of invoice.
For any amounts payable to Schlumberger that are unpaid after thirty (30)
days from date of the invoice, Schlumberger may without prejudice to any other
rights, either suspend delivery to Mac-Gray, ship any future order COD, and/or
charge Mac-Gray a finance charge of 1-1/2% per month on the unpaid balance.
No payment due to Schlumberger shall in any circumstances be offset against
any sum owned by Schlumberger to Mac-Gray whether in respect of the present
transaction or otherwise. No discount for early payment is authorized. In the
event any proceeding is brought by or against Mac-Gray under any bankruptcy or
insolvency laws, Schlumberger shall be entitled to cancel any order then
outstanding and shall receive reimbursement for reasonable cancellation charges.
3. TAXES
-----
All prices are inclusive of import duty (including brokerage fees) but
exclusive of any present or future sales, revenue, or excise taxes, or other tax
applicable to the products or services covered by this order or the manufacture
or sale thereof. Such taxes, when applicable, shall be added to the invoice and
shall be paid by Mac-Gray unless Mac-Gray provides Schlumberger with the proper
tax exemption certificates.
4. DELIVERY TERMS
--------------
All sales are made FOB Schlumberger's U.S. shipping point, with freight
prepaid. Freight charges shall be invoiced to Mac-Gray.
Risk of loss shall pass to Mac-Gray at point of shipment. Schlumberger's
liability for shipment and delivery of goods ceases upon delivery of products in
good condition to a shipping company or common carrier designated by Mac-Gray or
Mac-Gray's representative or employee. Goods placed in segregated inventory at
the request of Mac-Gray shall be deemed to have been delivered to Mac-Gray at
the time such goods are placed in segregated inventory and Mac-Gray shall be
responsible for any loss thereto, except for losses resulting from
Schlumberger's gross negligence.
- --------------------
** Multiple asterisks indicate that the portion of this document so marked has
been omitted as a confidential portion of this document and has been filed
separately with the Commission.
<PAGE>
All stipulated delivery or shipment dates are estimates only. Schlumberger
reserves the right to make deliveries of products in installments and any delay
in delivery or other default of any installment of any one or more products
shall not relieve Mac-Gray of its obligation to accept and pay the remaining
deliveries.
Late delivery penalty - If Schlumberger is more than two weeks late against
an acknowledged delivery date, Mac-Gray will receive extended payment terms for
that order by the same time period as the shipment is late. This penalty will
only begin to apply to new products after these new products are released for
general availability.
5. SOLOLOCK **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
--------
During the period defined, **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT** Schlumberger hereby appoints Mac-Gray as **OMITTED PURSUANT TO
REQUEST FOR CONFIDENTIAL TREATMENT** distributor for the products known as
Sololock 1 and Sololock 2 in the United States, and Mac-Gray agrees to such
appointment. The specifications for these products are included as Attachment A.
The period of **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT** shall
begin on January 1998, and end on December 31, 1999. Mac-Gray agrees to act as a
distributor for these products for the US. Mac-Gray also agrees to use
Schlumberger laundry card systems exclusively, except where a client mandates a
competitive card system. Mac-Gray agrees to sell Sololock product to **OMITTED
PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT** during its ** OMITTED PURSUANT
TO REQUEST FOR CONFIDENTIAL TREATMENT**.
**OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**--Schlumberger
retains the right to sell **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT** in the following situations:
**OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Schlumberger agrees to allow Mac-Gray to use the name Sololock 1 & 2,
although there are no trademarks or prior commercial use of this name.
Schlumberger agrees not to use the name Sololock 1 & 2, or whatever name is
chosen by Mac-Gray for the door locking product. Schlumberger retains the right
to market a door access product in the same or other physical package as long as
the functionality is limited to authorizing entry based on group codes.
Specifically this product will not have a **OMITTED PURSUANT TO REQUEST FOR
CONFIDENTIAL TREATMENT** Schlumberger retains the right to use the same Sololock
physical package and electronics for other non-lock applications without
restriction.
Conditions for **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**--In
order to retain **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**,
Mac-Gray agrees to the following conditions:
Mac-Gray agrees upon the signing of this agreement, to release firm,
non-cancelable purchase orders for delivery of Laundry product
for four (4) six month periods, beginning January 1, 1998, and
ending December 31, 1999.
. The first release will be a non-cancelable purchase order
for Laundry product totaling **OMITTED PURSUANT TO REQUEST
FOR CONFIDENTIAL TREATMENT**for delivery
beginning January 1, 1998, and ending June 30, 1998.
. After the first release of Laundry product for delivery from
January 1, 1998, to June 30, 1998, Mac-Gray agrees to notify
Schlumberger Order Entry
2
<PAGE>
Department, in writing, no later than 90 days prior to the
commencement of the next six month period, of its intention
to either cancel any subsequent releases or to issue a non-
cancelable purchase order, totaling **OMITTED PURSUANT TO
REQUEST FOR CONFIDENTIAL TREATMENT** of Laundry product for
the next six month period. This process will be repeated
until December 31, 1999. If Mac-Gray cancels any subsequent
releases, **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT**
Mac-Gray also agrees to release, upon the signing of this agreement, a
non-cancelable purchase order for **OMITTED PURSUANT TO REQUEST
FOR CONFIDENTIAL TREATMENT** Sololock units, totaling **OMITTED
PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT** December 31,
1998.
Mac-Gray complies in all material respects with this Agreement.
Ready for breach of **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT**--If either party determines that the **OMITTED PURSUANT TO REQUEST
FOR CONFIDENTIAL TREATMENT** defined herein have been breached, the injured
party will provide written notice by registered letter to the other party. If
the condition is not corrected after thirty (30) days from the delivery of the
written notification, the injured party will have the right to void this
agreement.
6. PERFORMANCE AND NEW PRODUCTS DIVISION
-------------------------------------
Schlumberger and Mac-Gray agree to meet every 90 to 180 days to review the
status of their mutual interests including forecasts, performance against the
Purchase Agreement and this Agreement, deliveries, service, and product
performance.
Schlumberger accepts the following performance goals and measures:
products will operate in the field as indicated in the written
specifications;
products will operate reliably in the field, where reliably is defined
as maintaining an average mean time between failures (MTBF) of 12
months on readers that are maintained as recommended, and where
failures caused by misuse, external causes, or abuse of readers
are excluded; and, 97% of deliveries of releases products are
made within 10 working days of acknowledged delivery date.
In the event that Schlumberger's performance does not achieve any of the
above measures for more that 60 days, Mac-Gray will provide written notice to
the Schlumberger contact identified below that Schlumberger is not achieving the
performance goals of the Agreement. Schlumberger will then have 90 days to
correct the situation. If the situation is not corrected after 90 days, Mac-Gray
will have the right to cancel the Agreement without penalty.
If at any time during the term of this Agreement Schlumberger develops or
offers for sale either (a) a new product which is a replacement of successor
for, an evolution of, or serves substantially the same functions as, any of the
products to be purchased by Mac-Gray under this Agreement or (b) a product which
would convert, adapt, or otherwise permit the products to be purchased by Mac-
Gray under this Agreement to be used in an "open" smart card system, then (i)
Schlumberger shall give prompt notice to Mac-Gray of such fact, and (ii) if Mac-
Gray so requests, Mac-Gray and Schlumberger will negotiate in good faith an
agreement for the sale of such products to Mac-Gray and if such agreement is not
reached within thirty days following Mac-Gray's request, Mac-Gray shall have the
right to terminate this Agreement effective upon written notice to Schlumberger.
3
<PAGE>
7. CARD QUANTITIES
---------------
Quantities specified in quotations for custom-manufactured cards are for
uninterrupted production and one shipment to one destination, unless otherwise
specified. Quantity variations of plus or minus 10% shall constitute an
acceptable delivery for custom-manufactured cards and the excess or deficiency
shall be billed proportionally.
8. MAC-GRAY-SUPPLIED MATERIALS
---------------------------
If materials are furnished by Mac-Gray to be incorporated into manufactured
products, a supply of such materials 10% in excess of the quantity required to
complete the order shall be furnished FOB the Schlumberger's plant.
Schlumberger accepts no liability for storage of Mac-Gray-supplied materials.
9. INSPECTION
----------
Mac-Gray shall inspect and accept or reject goods within thirty (30) days
from delivery thereof. If Mac-Gray fails to notify Schlumberger in writing of
its rejections and the reasons therefor within such time period then Mac-Gray
will be deemed to have accepted such shipment and waived any right to later
reject the goods.
10. CANCELLATIONS, RETURNS, AND CHANGES
-----------------------------------
Custom-manufactured card orders cannot be canceled or returned if printed.
Mac-Gray will provide a rolling 6 month forecast that will be updated by
the last day of each month. Mac-Gray will have the right to change the mix of
product ordered as required with the exception that Mac-Gray agrees not to
reduce any quantities ordered within 90 days of scheduled shipment.
If, after an order is accepted by Schlumberger, Mac-Gray requests changes
to product design, specification or quantity, and if such changes are accepted
by Schlumberger, Schlumberger shall prepare a revised quotation. If accepted by
Mac-Gray, the order shall be amended accordingly.
11. CARD ART, PROOFS AND COLOR MATCH
--------------------------------
(a) Art.
---
Prices for custom-manufactured cards are based on camera-ready art
available from Mac-Gray. If artwork is developed by Schlumberger at Mac-Gray's
request, charges for development shall be invoiced to Mac-Gray at current rates.
Art and designs created by Schlumberger shall remain Schlumberger's exclusive
property, including electronic media, negatives, positives, and printing plates
(to be disposed of at Schlumberger's convenience in a secure manner).
(b) Proofs.
------
All four-color process designs require press proofs and Mac-Gray approval
before production run. Press proofs for other processes are not required and
shall not be submitted unless requested. Charges for proofs are not included in
quoted prices unless specified.
(c) Color Match.
-----------
Colors will be matched within reasonable commercial variations.
4
<PAGE>
12. SPARE PARTS AND CARD AVAILABILITY
---------------------------------
Schlumberger agrees to provide for the availability of spare parts for
terminals and value centers for five years after the expiration date of the
agreement. In the event of a discontinuation of a smart card product,
Schlumberger agrees to give Mac-Gray the opportunity for a last buy.
13. WARRANTIES
----------
(a) Schlumberger warrants that the products and software supplied with or
incorporated in Schlumberger's products furnished hereunder will, under normal
and proper use, be free from defects in material and workmanship and will
conform to Schlumberger's applicable standard written specifications or, if
appropriate, to specifications accepted in writing by Schlumberger, for a period
of one (1) year from the date of shipment for terminals and readers and (90)
ninety days for cards.
Schlumberger's sole obligation hereunder shall be limited to, at
Schlumberger's option, either crediting Mac-Gray the purchase price or replacing
or repairing any products or software, except post-processed integrated circuit
cards. For post-processed integrated circuit cards (those that have had one or
more operations performed by another party or Mac-Gray after delivery),
Schlumberger's sole obligation hereunder shall be limited to replacement or
credit of a quantity of cards not to exceed 2% of the total quantity per batch,
after subtracting 2% for each step of post-processing per batch delivered by
Schlumberger. These obligations apply to products for which (i) written notice
of non-conformance is received before the expiration of the warranty period;
(ii) after Schlumberger's authorization, are returned to Schlumberger's original
U.S. shipping point, freight charges prepaid; and (iii) after examination are
disclosed, to Schlumberger's satisfaction, to be non-conforming. Any such
repair or replacement shall not extend the period within which such warranty can
be asserted.
(b) Exclusions.
----------
This warranty shall not apply to products or software which have been
subjected to operating and/or environmental conditions in excess of the maximum
values therefore in the applicable specifications or otherwise have been
subjected to post-processing (except as provided herein), misuse, tampering,
neglect, improper installation, abnormal stress, repair, modification,
alteration, or damage. Schlumberger is not responsible for defects or non-
conformance to Schlumberger's specifications if product is produced according to
Mac-Gray's specifications or approved proofs, colors, or test cards. The
software warranty is only valid for products in which the software used have
been supplied or approved by Schlumberger and neither the software not hardware
has been modified in any way. THIS WARRANTY MAY BE ASSERTED BY MAC-GRAY ONLY,
NOT BY MAC-GRAY'S CUSTOMERS OR USERS OF THE MAC-GRAY'S PRODUCTS AND IS IN LIEU
OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND OF ALL
OTHER OBLIGATIONS OR LIABILITIES ON SCHLUMBERGER'S PART. SCHLUMBERGER NEITHER
ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR SCHLUMBERGER ANY OTHER
LIABILITIES IN CONNECTION WITH THE SALES OF SAID PRODUCTS.
14. LIMITATION OF LIABILITY
-----------------------
(a) Limitations.
-----------
Except as defined below, Mac-Gray's exclusive remedy and Schlumberger's
total liability for any and all losses and damages from any cause whatsoever
arising from or relating to this contract (whether such cause be based in
contract, negligence, strict liability, tort, or otherwise) shall in no event
exceed the purchase price of the goods and services in respect to which such
cause arises.
5
<PAGE>
(b) Exceptions.
----------
In the event of proven fraudulent use of embossed, encoded, printed or
blank cards, or any information contained thereon, or any errors resulting from
Mac-Gray-furnished input data including formatting information as a result of
careless, negligent, or felonious acts of an employee or agent of Schlumberger,
the maximum liability of Schlumberger shall be $500 per card, with a maximum
Mac-Gray limit of $5,000 per year of proven loss. Schlumberger shall not be
held liable for damages resulting from the use of cards personalized by
Schlumberger according to inaccurate, incomplete or out-of-date requirements
from Mac-Gray. IN NO EVENT SHALL SCHLUMBERGER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH CAUSE.
SCHLUMBERGER MAY, AT ITS SOLE OPTION, EITHER REPAIR OR REPLACE DEFECTIVE GOODS,
SOFTWARE, OR WORK, OR WITH RESPECT TO GOODS PURCHASED, REFUND THE PURCHASE PRICE
PAID UPON RETURN OF THE GOODS TO SCHLUMBERGER, AND SHALL THEREAFTER HAVE NO
FURTHER OBLIGATION TO MAC-GRAY. THESE LIMITATIONS SHALL APPLY EVEN IF ANY
LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
15. FORCE MAJEURE
-------------
Schlumberger shall not be liable to non-performance or delays caused by
acts of god, wars, riots, strikes, fires, shortages of labor or materials, labor
disputes, governmental restrictions or any other causes beyond its reasonable
control. In the event of any such excused delay of failure or performance, the
date of delivery shall, at the request of the Schlumberger, be deferred for a
period equal to time lost by reason of the delay. Schlumberger shall notify
Mac-Gray in writing of any such event or circumstance within a reasonable period
after it learns of same.
16. PATENTS
-------
Mac-Gray shall hold Schlumberger harmless against any expense or loss
resulting from infringement of any patent arising directly from compliance with
Mac-Gray's designs, specification, or instructions. Except as provided in the
preceding sentence, Schlumberger shall hold Mac-Gray harmless and shall settle
or defend any suit or proceeding brought against Mac-Gray insofar as based on a
claim that any product (or part thereof) manufactured by Schlumberger and
furnished under this contract and not used in combination with other products,
whether or not furnished hereunder, constitutes a direct infringement of any
United States patent if notified promptly in writing and given authority,
information and assistance (at Schlumberger's expense) for the settlement of
defense of same, and Schlumberger shall pay the damages and costs awarded
therein against Mac-Gray or agreed upon in such settlement. Schlumberger may
(at its option and expense) either (i) procure for Mac-Gray the right to
continue using said product or part, or (ii) furnish a non-infringing product,
or (iii) modify the product so it becomes non-infringing or (iv) refund the
purchase price and transportation cost thereof upon return authorized by
Schlumberger. THE FOREGOING STATES THE ENTIRE LIABILITY OF SCHLUMBERGER FOR
PATENT INFRINGEMENT BY SAID PRODUCTS OR ANY PART THEREOF.
17. SOFTWARE
--------
All software (whether in source or object code) transferred to Mac-Gray
hereunder is considered by Schlumberger to be an unpublished work and is
protected under the copyright laws of the United States. All copyright and
other intellectual property rights of whatever nature that subsist or may
subsist in any software (whether in source or object code), specifications,
drawings, plans, designs, flowcharts, and technical documents and information
supplied by Schlumberger are and shall remain Schlumberger's property. Mac-Gray
agrees to keep confidential and not to modify or make any copy of any such
software, specifications, drawings, plans, designs, flowcharts, and technical
documents and information except as expressly approved in writing
6
<PAGE>
by Schlumberger. Mac-Gray is granted a limited license to use any software
supplied with or incorporated in the products only on such products, and only
for the purposes contemplated by Schlumberger in the course of sales of the
products. Such limited license shall be for Mac-Gray alone and shall not be
assigned, transferred or sublicensed without Schlumberger's prior written
consent, which Schlumberger agrees will not be unreasonably withheld. Mac-Gray
further agrees not to reverse compile or reverse engineer the software.
18. GOVERNMENT END-USERS
--------------------
If software is acquired by or on behalf of a unit or agency of the U.S.
Government, this provision applies.
(a) This software (i) was developed at private expense, and no part of it
was developed with Government funds, (ii) is a trade secret of Schlumberger for
all purposes of the Freedom of Information Act; (iii) is "commercial computer
software" subject to limited utilization as provided in the contract between the
vendor and the governmental entity; and (iv) in all respects is proprietary data
belonging solely to Schlumberger. When regulations of the Department of Defense
(DOD) are applicable, this software is sold only with "Restricted Rights" as
that term is defined in the DOD Supplement to the Federal Acquisition
Regulations, 52.227-7013. Use, duplication or disclosure is subject to
restrictions of the Rights in Technical Data and Computer Software clause at
52.227-7013, Manufacturer: Schlumberger Technologies, Inc., 1601 Schlumberger
Drive, Moorestown, NJ 08057.
(b) If this software was acquired under a GSA Schedule, the Government has
agreed to refrain from changing or removing any insignia or lettering from the
software that is provided or from producing copies of manuals or disks (except
one hard disk copy and one backup or archival copy) and (i) title to and
ownership of this software and related documentation and any reproductions
thereof shall remain with Schlumberger; (ii) use of this software and related
documentation shall be limited to the facility for which it is acquired; and
(iii) if use of the software is discontinued at the installation specified in
the purchase/delivery order and the Government desires to use it at another
location, it may do so by giving prior notice to Schlumberger, specifying the
type of computer and new locations site.
19. DISPUTE RESOLUTION
------------------
Mac-Gray and Schlumberger agree that any disputes or claims arising under
this agreement shall be resolved through alternative dispute resolution means in
the following manner:
(a) Initially the parties shall engage in non-binding mediation. Mediation
shall be held in Moorestown, New Jersey, or Owings Mills, Maryland, as
designated by Schlumberger, or such other site as is mutually agreed upon by the
parties. The mediator shall be jointly appointed by the parties and shall have
expertise in commercial dispute resolution.
(b) In the event the dispute or claim is not satisfactorily resolved
through mediation within 90 days of notice of such claim or dispute by a party,
the parties agree to submit such dispute or claim to binding arbitration.
Arbitration shall be held in Moorestown, New Jersey, or Owings Mills, Maryland,
as designated by Schlumberger, or such other site as is mutually agreed to by
the parties. If Mac-Gray is a foreign (non-US) corporation and delivery of the
goods under this agreement is to a foreign (non-US) destination, then the
commercial arbitration rules of the International Chamber of Commerce shall
apply. In all other instances, the commercial arbitration rules of the American
Arbitration Association shall apply. Any judgment, decision, or award by the
arbitrators shall be final and binding on the parties and may be enforced in any
court having jurisdiction over a party against whom any such judgment, decision,
or award is to be enforced. The parties
7
<PAGE>
hereby waive any claim under state or federal law or constitution which purports
to otherwise give a party the right to appeal an arbitrator's judgment, decision
or award.
(c) The parties shall bear their own costs and expenses (including
attorney's fees) for any mediation or arbitration, unless otherwise directed by
the mediator or arbitrator.
20. MODIFICATIONS
-------------
These terms and conditions constitute the entire agreement between the
parties relating to the sale of the products or services described in our
quotation, and no addition to or modification of any provision herein, by way of
changes to the drawings, designs, specifications or delivery schedule shall be
binding upon Schlumberger unless made in writing and signed by a duly authorized
employee of Schlumberger. Mac-Gray has not relied on any representations, oral
or written, except as are made in or expressly referenced by this document or
Schlumberger's quotation.
21. GOVERNING LAW
-------------
The validity, performance, and construction of this Agreement shall be
governed by the Laws of the State of New Jersey.
22. EXPORT ADMINISTRATION ACT
-------------------------
Regardless of any disclosure by Mac-Gray to Schlumberger of the
contemplated ultimate destination of the products, Mac-Gray shall not export,
directly or indirectly, any product acquired hereunder (or the "direct product"
of any software product) without first obtaining an export license from the U.S.
Department of Commerce or other agency of the U.S. Government, as required.
Schlumberger shall comply with all import and trade laws and regulations as
applicable.
23. NOTIFICATION AND TERM OF AGREEMENT
----------------------------------
All communication concerning this Agreement will be sent to the following
persons:
For Mac-Gray: For Schlumberger:
Mr. Stewart G. MacDonald Mr. Michael H. Smith
Chairman and CEO General Manager, Operations
MAC-GRAY CO., INC. Schlumberger DANYL
22 Water Street 1509 Glen Avenue
Cambridge, MA 02141-0003 Moorestown, NJ 08057
The term of the Agreement will begin on the signing date indicated below
and end on December 31, 1999.
24. AUTHORITY TO EXECUTE AGREEMENT
------------------------------
In executing this Agreement, the undersigned hereby represent that they
have read carefully the foregoing terms of this Agreement on behalf of their
respective interests, that they know the contents of this Agreement, that they
have the authority to execute this Agreement and that they have signed the same
as their own respective free acts and with the expressed authority to do so on
behalf of their respective interests. IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed as of the date indicated.
8
<PAGE>
Schlumberger Technologies Mac-Gray Services, Inc.
Signature: /s/ Michael H. Smith Signature: /s/ Neil F. MacLellan
------------------------- -----------------------
Print name: Michael H. Smith Print name: Neil F. Maclellan
Title: General Manager - Operations Title: Executive Vice President
Date: Date: October 27, 1997
<PAGE>
ATTACHMENT A
------------
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
SOLO-LOCK (Mac-Gray Version)
**OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Engineering Design Document
Schlumberger Electronic Transactions
Smart Cards and Systems
Page 1 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
COPYRIGHT (C) 1997 Schlumberger Technolgies, Incorporated
All rights reserved.
Neither this document nor any portion of this document may be reproduced
in any form or fashion, whether mechanical or electronic.
- --------------------------------------------------------------------------------
This document contains the confidential and proprietary information of
Schlumberger and may not be copied, reproduced or disseminated without the
express written permission of Schlumberger.
- --------------------------------------------------------------------------------
Page 2 of 10
<PAGE>
Sole-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
Product Specification
Project: Solo-Lock (Mac-Gray Configuration)
Revision History:
** OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT **
Approved by: _______________________________________________________
Robert Traynor
Approved by: _______________________________________________________
Randy Vanderhoof
Approved by: ________________________________________________________
Mac-Gray Representative
Project manager: Robert Millar
Hardware engineer: Robert Millar
Marketing: Robert Traynor
Firmware Engineer: Oleg Boyarsky
Reference documents:
** OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT **
Page 3 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
SOLO-LOCK (Mac-Gray Version)
1.0 Introduction
Solo-Lock (SL) is a device that uses a smart card to grant access to a
secured area. The terminal provides a set of **OMITTED PURSUANT TO REQUEST FOR
CONFIDENTIAL TREATMENT**
2.0 Features
Solo-Lock is based on the **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL
TREATMENT**
2.1 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Page 4 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
2.2 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.3 If required, **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.4 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.5 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.6 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Page 5 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
2.7 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.8 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.9 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.10 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
2.11 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Page 6 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
3.0 Normal Operations **OMITTED PURSUANT TO REQUEST FOR
CONFIDENTIAL TREATMENT**
3.1 The unit is **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
The Solo-Lock **OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**
Page 7 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
4.0 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
5.0 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
The Solo-Lock **OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT**
Page 8 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
8. **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
9. **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
10. **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Page 9 of 10
<PAGE>
Solo-Lock Unit - Mac-Gray Version
- --------------------------------------------------------------------------------
6.0 **OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT**
Page 10 of 10
<PAGE>
<TABLE>
<CAPTION>
Check One: DANYL [_] SCS [_] BRT [_]
SCHLUMBERGER Purchase Commitment Date: October 22, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
ACKNOWLEDGE TO: SHIP TO: Mac-Gray
22 Water Street
Cambridge, MA
02141-0003
- -----------------------------------------------------------------------------------------------------------------------------
BILL TO: CUSTOMER CONTACT: Joe Mantia 800-993-9989
John Martin Fax 617-492-5386
John Volante
- -----------------------------------------------------------------------------------------------------------------------------
Customer: ___ RECAP Spec Sheet Reference Nos. TAX: Order Subject to Applicable Sale
_____ New _____ Existing ___ Credit Application and Use Taxes.
___ Site Survey Purchase Order No. ____ Taxable
____ Exempt No. _____________
For Internal Use Only Sales Rep. ___________
Group Code: Resale Certificate must be provided with
__________________________ orders from new customers.
- -----------------------------------------------------------------------------------------------------------------------------
Terms: All invoices are due and payable ten days from Requested Method of Requested Delivery Date:
date of invoice in the manner set forth in Seller's Shipment:
quotation, provided that Buyer's creditworthiness is
established in advance of acceptance of order by Seller.
If not so established, payment shall be made in
advance or COD as determined by Seller at time of order
acceptance. Complete Terms and Conditions available
upon request.
Unless different terms are specified in Seller's
quotation, all sales are made FOB Seller's U.S.
shipping point, with freight prepaid. Freight
charges shall be involved to Buyer.
- -----------------------------------------------------------------------------------------------------------------------------
UNIT GROSS
ITEM QTY. PRODUCT NO. DESCRIPTION PRICE AMOUNT
=============================================================================================================================
1 ** S/LSU/MT LAUNDRY SINGLE UNIT/MAYTAG $ ** $ **
- -----------------------------------------------------------------------------------------------------------------------------
2 ** LSU/PLUS/B LAUNDRY SINGLE UNIT PLUS BASE ** **
- -----------------------------------------------------------------------------------------------------------------------------
3 ** CSC/SAV/MG CARD SERVICE CENTER/ADD VALUE/MAC-GRAY $ ** **
- -----------------------------------------------------------------------------------------------------------------------------
4 ** S/896/BLANK BLANK USER SMART CARD ** **
- -----------------------------------------------------------------------------------------------------------------------------
5 ** SOLO/LOCK DOOR ACCESS UNIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
6 ** LSU/P/CD LSU/PLUS CD CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
7 ** LSU/P/PD LSU/PLUS PD CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
8 ** LSU/P/CDS LSU/PLUS CDS CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
9 ** LSU/P/PDS LSU/PLUS PDS CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
10 ** LSU/P/LMI LSU/PLUS LMI CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
$ **
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
REMARKS: Delivery Schedule as follows: Shipments will begin on or around
January 1, 1998 and run until December 31, 1999. See attached agreement for
product terms and conditions.
Schlumberger CUSTOMER: BY EXECUTION HEREOF
UNDERSIGNED CERTIFIED
ORDERING OF ABOVE EQUIPMENT AND SERVICES
By: ______________________________ By:_____________________________________
John McLaughlin, Nat'l Account _____________________________________
------------------------------ Authorized Signature
Mgr. Laundry
------------------------------ _____________________________________
Title Date
______________________________
SCHLUMBERGER . 1509 GLEN AVENUE . MOORESTOWN, NJ 08057 . (609) 234-8000
<PAGE>
<TABLE>
<CAPTION>
Check One: DANYL [_] SCS [_] BRT [_]
SCHLUMBERGER Purchase Commitment Date: October 22, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
ACKNOWLEDGE TO: SHIP TO: Mac-Gray
22 Water Street
Cambridge, MA
02141-0003
- -----------------------------------------------------------------------------------------------------------------------------
BILL TO: CUSTOMER CONTACT: Joe Mantia ext. 365
John Martin ext. 315
John Volante ext. 330
- -----------------------------------------------------------------------------------------------------------------------------
Customer: ___ RECAP Spec Sheet Reference Nos. TAX: Order Subject to Applicable Sale
_____ New _____ Existing ___ Credit Application and Use Taxes.
___ Site Survey Purchase Order No. ____ Taxable
____ Exempt No. _____________
For Internal Use Only Sales Rep. ___________
Group Code: Resale Certificate must be provided with
__________________________ orders from new customers.
- -----------------------------------------------------------------------------------------------------------------------------
Terms: All invoices are due and payable ten days from Requested Method of Requested Delivery Date:
date of invoice in the manner set forth in Seller's Shipment:
quotation, provided that Buyer's creditworthiness is
established in advance of acceptance of order by Seller.
If not so established, payment shall be made in
advance or COD as determined by Seller at time of order
acceptance. Complete Terms and Conditions available
upon request.
Unless different terms are specified in Seller's
quotation, all sales are made FOB Seller's U.S.
shipping point, with freight prepaid. Freight
charges shall be involved to Buyer.
- -----------------------------------------------------------------------------------------------------------------------------
UNIT GROSS
ITEM QTY. PRODUCT NO. DESCRIPTION PRICE AMOUNT
=============================================================================================================================
1 ** S/LSU/MT LAUNDRY SINGLE UNIT/MAYTAG $ ** $ **
- -----------------------------------------------------------------------------------------------------------------------------
2 ** LSU/PLUS/B LAUNDRY SINGLE UNIT PLUS BASE ** **
- -----------------------------------------------------------------------------------------------------------------------------
3 ** CSC/SAV/MG CARD SERVICE CENTER/ADD VALUE/MAC-GRAY $ ** **
- -----------------------------------------------------------------------------------------------------------------------------
4 ** LSU/P/CD LSU/PLUS CD CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
5 ** LSU/P/CD LSU/PLUS CD CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
6 ** LSU/P/CDS LSU/PLUS CDS CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
7 ** LSU/P/PDS LSU/PLUS PDS CABLE KIT ** **
- -----------------------------------------------------------------------------------------------------------------------------
8 ** LSU/P/LMI LSU/PLUS LMI CABLE KIT w/power supply ** **
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL $ **
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
REMARKS: Delivery Schedule as follows: Product will be delivered in equal
amounts, per month, beginning January 1, 1998 and running til June 30, 1998.
This is a non-cancellable purchase order. See attached agreement for product
terms and conditions
Schlumberger CUSTOMER: BY EXECUTION HEREOF
UNDERSIGNED CERTIFIED
ORDERING OF ABOVE EQUIPMENT AND SERVICES
By: ______________________________ By:_____________________________________
John McLaughlin, Nat'l Account _____________________________________
------------------------------ Authorized Signature
Mgr. Laundry
------------------------------ _____________________________________
Title Date
______________________________
SCHLUMBERGER . 1509 GLEN AVENUE . MOORESTOWN, NJ 08057 . (609) 234-8000
<PAGE>
<TABLE>
<CAPTION>
Check One: DANYL [_] SCS [_] BRT [_]
SCHLUMBERGER Purchase Commitment Date: October 22, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C>
ACKNOWLEDGE TO: SHIP TO: Mac-Gray
22 Water Street
Cambridge, MA
02141-0003
- -----------------------------------------------------------------------------------------------------------------------------
BILL TO: CUSTOMER CONTACT: Joe Mantia ext. 365
John Martin ext. 315
John Volante ext. 330
- -----------------------------------------------------------------------------------------------------------------------------
Customer: ___ RECAP Spec Sheet Reference Nos. TAX: Order Subject to Applicable Sale
_____ New _____ Existing ___ Credit Application and Use Taxes.
___ Site Survey Purchase Order No. ____ Taxable
____ Exempt No. _____________
For Internal Use Only Sales Rep. ___________
Group Code: Resale Certificate must be provided with
__________________________ orders from new customers.
- -----------------------------------------------------------------------------------------------------------------------------
Terms: All invoices are due and payable ten days from Requested Method of Requested Delivery Date:
date of invoice in the manner set forth in Seller's Shipment:
quotation, provided that Buyer's creditworthiness is
established in advance of acceptance of order by Seller.
If not so established, payment shall be made in
advance or COD as determined by Seller at time of order
acceptance. Complete Terms and Conditions available
upon request.
Unless different terms are specified in Seller's
quotation, all sales are made FOB Seller's U.S.
shipping point, with freight prepaid. Freight
charges shall be involved to Buyer.
- -----------------------------------------------------------------------------------------------------------------------------
UNIT GROSS
ITEM QTY. PRODUCT NO. DESCRIPTION PRICE AMOUNT
=============================================================================================================================
5 ** SOLOLOCK/MG DOOR ACCESS UNIT (including LMI cable/
power pack) $ ** $ **
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL $ **
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
REMARKS: Delivery Schedule as follows: Product will be delivered in equal
amounts, per month, beginning January 1, 1998 and running til June 30, 1998.
This is a non-cancellable purchase order. See attached agreement for product
terms and conditions
Schlumberger CUSTOMER: BY EXECUTION HEREOF
UNDERSIGNED CERTIFIED
ORDERING OF ABOVE EQUIPMENT AND SERVICES
By: ______________________________ By:_____________________________________
John McLaughlin, Nat'l Account _____________________________________
------------------------------ Authorized Signature
Mgr. Laundry
------------------------------ _____________________________________
Title Date
______________________________
SCHLUMBERGER . 1509 GLEN AVENUE . MOORESTOWN, NJ 08057 . (609) 234-8000
