PARTNERSHIP INTEREST PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

PARTNERSHIP INTEREST PURCHASE AGREEMENT

dated as of

April 1, 2008

among

AUTOMATIC LAUNDRY COMPANY, LTD.,

THE PARTNERS LISTED ON THE SIGNATURE PAGES HERETO

MAC-GRAY NEWCO, LLC

AND

MAC-GRAY SERVICES, INC.

Table of Contents

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PARTNERSHIP INTEREST PURCHASE AGREEMENT

PARTNERSHIP INTEREST PURCHASE AGREEMENT (the “ Agreement ”) dated as of April 1, 2008 among Automatic Laundry Company, Ltd., a Texas limited partnership (the “ Company ”), the partners of the Company listed on the signature pages hereto (“ Sellers ”), Mac-Gray Newco, LLC, a Delaware limited liability company (“Newco”), and Mac-Gray Services, Inc., a Delaware corporation (the “ Buyer ”).

R E C I T A L S:

WHEREAS , as of the date hereof, the Sellers legally and beneficially own all of the partnership interests of the Company as reflected on Schedule 2.01 attached hereto (collectively, the “ Partnership Interests ”);

WHEREAS , each of Newco and the Buyer desires to purchase from Sellers all of the outstanding Partnership Interests as reflected on Schedule 2.01 attached hereto; and

WHEREAS , each Seller desires to sell to Newco and the Buyer all of the Partnership Interests owned by such Seller as reflected on Schedule 2.01 attached hereto;

NOW, THEREFORE , the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.01         Definitions .  (a)  The following terms, as used herein, have the following meanings:

“ Accountant ” shall have the meaning set forth in Section 2.02(b).

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person.

“ Assumed Contracts ” means the contracts set forth on Schedule 1.01(a) attached hereto.

“ Assumed Liabilities ” means (a) the obligations of the Company under the Laundry Leases (including without limitation, the obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Buyer) and the rental and other payments specified in any Laundry Lease) and the Assumed Contracts, but only to the extent such obligations: (i) arise on or after the Closing Date and, in the case of any Assumed Contracts, prior to the time such Assumed Contract becomes a Terminated Contract in accordance with Section 6.07 of this Agreement; (ii) do not arise from or relate to any breach by the Company prior to the Closing of any provision of any Laundry Lease or Assumed Contract; (iii) do not arise from or relate to any event, circumstance or condition occurring or existing prior to the Closing Date that, with notice

or lapse of time or both, would constitute or result in a breach by the Company, Buyer or any of their respective Affiliates of any provision of any Laundry Lease or Assumed Contract; and (iv) are ascertainable solely by reference to the express terms of the Laundry Leases and Assumed Contracts, and (b)(i) the obligation of the Company to pay the purchase price for new Machines ordered but not delivered prior to Closing, for the new Machines and up to the purchase price therefor as set forth on Schedule 1.01(b)  hereto, (ii) bonus and up front payments for new Laundry Leases committed but not yet due and payable in the ordinary course of business until after the Closing, not to exceed the amounts set forth on Schedule 1.01(c)  hereto, (iii) accrued vacation and sick leave pay (if any) for employees retained by the Company after Closing (except Seller Expenses), (iv) the direct administrative costs of terminating the Automatic Laundry Company, Ltd. 401(k) Retirement Plan (the “ Company 401(k) Plan ”), (v) liabilities for the matter set forth as item (2) on Schedule 3.13 , and (vi) liabilities for rent and common area maintenance charges arising from and after the Closing under items [6] and [7] on Schedule 3.12(b)  up to $61,846.70.

“ Balance Sheet ” means the unaudited balance sheet of the Company as of the Balance Sheet Date found in Schedule 3.09 .

“ Balance Sheet Date ” means December 31, 2007.

“ Closing Adjustment ” means the arithmetic sum (positive or negative) of the Indebtedness Adjustment, plus the Seller Expense Adjustment, plus the Liabilities Adjustment.

“ Closing Date ” means the date of the Closing.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Equipment Adjustment ” means the adjustment pursuant to Section 2.03(a) hereof.

“ Equipment Inventory ” means all new, used and refurbished Machines and related tools, parts, equipment and accessories which are not located at the Laundry Lease locations.

“ Estimated Indebtedness ” means the estimated Indebtedness of the Company as of immediately prior to the Closing and as set forth on the Closing Certificate.

“ Estimated Liabilities ” means the reasonably estimable Liabilities of the Company as of immediately prior to the Closing and as set forth on the Closing Certificate.

“ Estimated Seller Expenses ” mean the estimated Seller Expenses as of immediately prior to the Closing and as set forth on the Closing Certificate.

“ Excluded Assets ” means the assets set forth on Schedule 1.01(d) .

“ Excluded Liabilities ” means all obligations and liabilities of the Company or any Affiliate of the Company (except for the Assumed Liabilities) of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising, including but not limited to obligations and liabilities relating to or arising from (i) the operation of the Company’s business and/or the ownership of the Company’s assets prior to the

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Closing, including in connection with events commencing or occurring or circumstances existing prior to the Closing (including without limitation, the obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by the Company prior to the Closing Date and any liability under any Environmental Law), (ii) any event, act, omission, condition or any other state of facts occurring or existing prior to the Closing, (iii) any contract other than the Laundry Leases and the Assumed Contracts, (iv) Taxes of the Company or Taxes attributable to the Company’s assets for any portion of any period or partial period ending up to but excluding the Closing Date, (v) the employment of employees of the Company (except wages and other benefits accruing on and after the Closing Date, but not including Seller Expenses), (vi) any matter set forth on Schedules 3.10 or 3.14 and under item 1 of Schedule 3.13 of the disclosure schedule attached hereto, (vii) the Company’s 401(k) Plan and Excess Benefit Plan, (viii) any Excluded Asset and the transfer of any such Excluded Asset from the Company, (ix) any Excluded Taxes, and (x) obligations under Section 6.07 of this Agreement in respect of Terminated Contracts.

“ Excluded Tax ” means any and all Taxes incurred as a result of the transactions contemplated by this Agreement.

“ GAAP ” means generally accepted accounting principles of the United States, consistently applied.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Indebtedness ” means without duplication, all obligations, contingent or otherwise, of the Company on a consolidated basis (i) for borrowed money; (ii) evidenced by notes, bonds, debentures or similar instruments; (iii) for the deferred purchase price of goods or services; (iv) all liabilities under capitalized leases, conditional sale or other title retention agreements (whether characterized as current liabilities or long-term liabilities); (v) for reimbursement obligations, whether contingent or matured, with respect to letters of credit (whether drawn or undrawn), bankers’ acceptances, surety bonds or interest rate cap agreements, interest rate swap agreements, foreign currency exchange contracts or other hedging contracts; (vi) in the nature of guarantees of the types of obligations described in (i)-(v) above; (vii) for all accrued and unpaid interest on or any fees, premiums, penalties or other amounts due with respect to any of the obligations described in (i)-(vi) above, including any and all premiums, penalties and other amounts due assuming payment in full of all such Indebtedness as of immediately prior to the Closing; and (viii) all liabilities for reserves for any of the foregoing.

“ Indebtedness Adjustment ” means the difference between the Estimated Indebtedness and the Indebtedness, as finally determined pursuant to Section 2.02.  If the Estimated Indebtedness exceeds the Indebtedness as finally determined pursuant to Section 2.02, then the Indebtedness Adjustment is a positive number equal to such excess.  If the Indebtedness as finally determined pursuant to Section 2.02 exceeds the Estimated Indebtedness, then the Indebtedness Adjustment is a negative number equal to such excess.

“ Intellectual Property Rights ” has the meaning set forth in Section 3.16.

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“ Interested Person ” has the meaning set forth in Section 3.22.

“ to the Company’s Knowledge ”, “ Known to the Company ” and words of similar import means the actual knowledge of any of Joe K. Pace, Gary Pace, Margaret P. Sykes, Tom L. Burgett, Brian Cox, Al Losey, Adrian Madera and Lynn Kabrud.

“ Laundry Leases ” means all leases, contracts, agreements and arrangements, whether written or oral and including any tenancy at will, for the installation, placement, servicing or leasing of Machines (including without limitation leases of laundry facility premises and leases of Machines to apartment owners in exchange for rental payments from the apartment owner).

“ Laundry Lease Adjustment ” means the adjustment pursuant to Section 2.03(b) hereof.

“ Liabilities ” means all liabilities of the Company of any kind whatsoever, whether current, long-term, accrued, contingent, absolute, determined, determinable or otherwise, as of the Closing (whether or not required to be reflected on a balance sheet under GAAP), including but not limited to accounts payable, accrued expenses, Indebtedness (including capital leases), and liabilities relating to the Terminated Contracts, but excluding the Assumed Liabilities.

“ Liabilities Adjustment ” means the difference between the Estimated Liabilities and the reasonably estimable Liabilities, as finally determined pursuant to Section 2.02.  If the Estimated Liabilities exceed the reasonably estimable Liabilities as finally determined pursuant to Section 2.02, then the Liabilities Adjustment is a positive number equal to such excess.  If the reasonably estimable Liabilities exceed the Estimated Liabilities as finally determined pursuant to Section 2.02, then the Liabilities Adjustment is a negative number equal to such excess.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, restriction or encumbrance of any kind in respect of such asset.

“ Machines ” means all laundry machines, washers, dryers, change machines, debit-card and smart-card add-value stations, detergent, soap, bleach and softener dispensers and similar machines and equipment of the Company.

“ Material Adverse Change ” means a material adverse change in the business, assets, financial condition or results of operations of the Company, except a change resulting from one or more of the matters listed in clause (i) through (vi) of the definition of Material Adverse Effect.

“ Material Adverse Effect ” means any change, effect, event, occurrence, state of facts or development that is materially adverse to the business, financial condition or results of operations of the Company; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) any failure by the Company to meet internal projections or forecasts or published revenue or earnings predictions for any period ending (or for which revenues or earnings are released) on or after the date of this Agreement; (ii) any change or effect resulting from the public announcement of the transactions contemplated by this Agreement (including any reduction in sales, any disruption in supplier or similar relationships or any loss of employees); (iii) any change in conditions

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affecting the industries in which the Company participates, the U.S. economy as a whole or local economies in any locations where the Company has material operations, provided , that , any such change does not affect the Company in a disproportionate manner compared to other companies operating in the same industries in which the Company operates; (iv) the payment of any amounts due to, or the provision of any other benefits to, any officers or employees under employment contracts, employee benefit plans, severance arrangements or other arrangements in existence as of the date of this Agreement; (v) any change or effect resulting from any taking of any action specifically required by, this Agreement; or (vi) any change in accounting requirements or principles or any change in applicable law, or the interpretation thereof.

“ Noncompetition Agreements ” has the meaning set forth in Section 7.02(e).

“ Person ” means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Route Equipment ” means all Machines located at the Laundry Lease locations.

“ Seller Expense Adjustment ” means the difference between the Estimated Seller Expenses and the Seller Expenses, as finally determined pursuant to Section 2.02.  If the Estimated Seller Expenses exceed the Seller Expenses as finally determined pursuant to Section 2.02, then the Seller Expense Adjustment is a positive number equal to such excess.  If the Seller Expenses exceed the Estimated Seller Expenses as finally determined pursuant to Section 2.02, then the Seller Expense Adjustment is a negative number equal to such excess.

“ Seller Expenses ” means (i) all unpaid fees, costs and expenses incurred by any Seller, the Company or any of their respective Affiliates for which the Company is liable in connection with the preparation of, or the transactions contemplated by, the Transaction Documents, including, but not limited to, all fees, costs and expenses payable to Kelly Hart & Hallman LLP, Ernst & Young L.L.P. and Clifton Gunderson LLP, except as provided in Section 6.11, and (ii) all costs and expenses described on Schedule 1.01(e) .

“ Seller’s Fraction ” means the fraction for each Seller as set forth on Schedule 2.01 .

“ Subsidiary ” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by another entity.

“ Taxes ” means any and all U.S., state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including without limitation those based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts.

“ Terminated Contracts ” has the meaning set forth in Section 6.07.

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“ Transaction Document ” means this Agreement and each agreement, document, schedule, certificate or other instrument executed or delivered in connection with this Agreement, including each document or instrument of conveyance contemplated by Schedule 3.10(b)  hereto.

“ WARN Act ” means the Worker Adjustment and Retraining Act of 1988.

ARTICLE II

PURCHASE AND SALE

2.01         Purchase and Sale .  Upon the terms and subject to the conditions of this Agreement, each Seller, severally but not jointly, shall sell to Buyer and Newco, and Buyer and Newco shall purchase from each such Seller in accordance with Schedule 2.01 , at the Closing, all right, title and interest of such Seller in and to the Partnership Interests as set forth opposite such Seller’s name on Schedule 2.01 , free and clear of all claims, Liens, restrictions and encumbrances and on the terms and subject to the conditions set forth in this Agreement.

2.02         Purchase Price Determination .

(a)            The aggregate purchase price for the Partnership Interests is equal to the sum of (i) 115,552,166.00, plus (ii) the Post Closing Net Cash Amount, minus (iii) the Indebtedness as of immediately prior to the Closing, minus (iv) all reasonably estimable Liabilities, minus (v) all Seller Expenses, minus (vi) the Equipment Adjustment, if any, minus (vii) the Laundry Lease Adjustment, if any (the “ Purchase Price ”).

(b)            The Purchase Price will be allocated among the Sellers pro rata in accordance with each Seller’s Fraction set forth in Schedule 2.01 .  Within ninety days (90) days after the Closing Date, Buyer will deliver to the Seller’s Representative a closing statement, which shall set forth the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment (the “ Closing Statement ”).  The Buyer will make available to the Sellers’ Representative all records and work papers used in preparing the Closing Statement that are reasonably necessary for the Sellers’ Representative to confirm the Buyer’s computations therein.  If the Sellers’ Representative disagrees with the calculations contained in the Closing Statement, the Sellers’ Representative may, within thirty (30) days after receipt of the Closing Statement, deliver a written notice (an “ Objection Notice ”) to the Buyer setting forth the Sellers’ Representative’s computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment as the case may be, and information, arguments and support for such computation.  If the Buyer has not received an Objection Notice within thirty (30) days after the Sellers’ Representative has received the Closing Statement, then the parties will be deemed to have agreed to the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities

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Adjustment as set forth in the Closing Statement.  The Buyer and the Sellers’ Representative will attempt, in good faith, to resolve any disputes, as set forth in the Objection Notice, as to the computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment.  If the Buyer and the Sellers’ Representative do not achieve final resolution within twenty (20) days after the Buyer has received the Objection Notice, then the Buyer and the Sellers will retain Ernst & Young LLP (the “ Accountant ”) to resolve any remaining disputes. The Accountant will consider only those items and amounts in the Closing Statement set forth in the Objection Notice which the Buyer and the Sellers’ Representative are unable to resolve.  The Buyer and the Sellers’ Representative shall each make a submission to the Accountant within twenty (20) days after the Accountant’s engagement, which submission shall contain a computation of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment and information, arguments, and support for such computation.  The Accountant shall review such submissions and base its determination solely on such submissions (without an independent review).  In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value for such item claimed by the Buyer or the Sellers’ Representative or less than the smallest value for such item claimed by the Buyer or the Sellers’ Representative.  The Accountant’s determination will be based on the definitions of the Closing Adjustment, the Indebtedness, the Indebtedness Adjustment, the Seller Expenses, the Seller Expense Adjustment, the reasonably estimable Liabilities and the Liabilities Adjustment in this Agreement.  The determination of the Accountant will be conclusive and binding upon the parties.  The Accountant shall reach a decision not later than six (6) months after a dispute is submitted to it.  The costs of such Accountant’s review (including reasonable attorney’s fees of counsel providing a legal opinion to, and at the request of, the Accountant, if any) shall be borne 50% by Buyer and 50% by Sellers.

2.03        Additional Purchase Price Adjustments.

(a)            Equipment Adjustment .  Within 120 days after the Closing Date, Buyer shall determine, as of the Closing Date, the number of all washers and dryers located at the Laundry Lease locations (the “ Closing Equipment Count ”) and shall deliver to the Sellers’ Representative a schedule reflecting such count.  The Sellers’ Representative shall be deemed to accept the Closing Equipment Count unless the Sellers’ Representative delivers a notice of objection to Buyer within thirty (30) days following receipt of the Closing Equipment Count.  If the Sellers’ Representative provides a notice of objection to Buyer, the Sellers’ Representative and Buyer shall first use commercially reasonable efforts to resolve such dispute.  If the parties are able to resolve such dispute, the Closing Equipment Count shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within twenty (20) days after delivery of a notice of objection by the Sellers’ Representative, either party may submit the dispute to the Accountant for resolution, which shall be subject to the procedures and limitations described in Section 2.02(b).  The Closing Equipment Count

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as determined by the Accountant shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the Closing Equipment Count as finally determined is less than the “Equipment Target” set forth on Schedule 2.03(a) (the “ Equipment Target ”), then Sellers shall pay to Buyer an amount in cash equal to (i) the Equipment Target minus the Closing Equipment Count multiplied by (ii) the “Equipment Multiple” set forth on Schedule 2.03(a)  (the “ Equipment Multiple ”), and the Purchase Price shall be reduced by such amount.  Any amount due from Sellers to Buyer under this Section 2.03(a) shall bear interest in accordance with Section 2.05(d) from the date the Closing Equipment Count is finally determined.  If the Closing Equipment Count as finally determined equals or exceeds the Equipment Target, then no payment shall be required from Sellers to Buyer under this Section 2.03(a).  For purposes of calculating the Closing Equipment Count, each stacked washer and/or stacked dryer unit and 25 lb. or more washer or tumbler dryer shall be counted as two (2) machines, and each other washer and dryer shall be counted as one (1) machine.  The Purchase Price shall be adjusted as necessary to reflect any payment made pursuant to this Section 2.03(a).

(b)            Laundry Lease Adjustment .

(i)             Within ten (10) days after July 30, 2008, Buyer shall prepare and deliver to the Sellers’ Representative a schedule (the “ Lease Schedule ”) listing each Restricted Laundry Lease for which the required consents to the assignment to Buyer of such Restricted Laundry Lease have not been obtained by July 30, 2008 (each a “ Non-Assigned Lease ” and collectively, the “ Non-Assigned Leases ”); provided that if Buyer does not deliver the Lease Schedule within the period described above then there shall be no Laundry Leases Adjustment (as defined below).  The Sellers’ Representative shall be deemed to accept the Lease Schedule unless the Sellers’ Representative delivers a notice of objection to Buyer within thirty (30) days following receipt of the Lease Schedule.  If the Sellers’ Representative provides a notice of objection to Buyer, the Sellers’ Representative and Buyer shall first use commercially reasonable efforts to resolve such dispute.  If the parties are able to resolve such dispute, the Lease Schedule shall be revised to the extent necessary to reflect such resolution and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within twenty (20) days after delivery of a notice of objection by the Sellers’ Representative, either party may submit the dispute to the Accountant for resolution, which shall be subject to the procedures and limitations described in Section 2.02(b).  The Lease Schedule as determined by the Accountant shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  The Lease Schedule shall specify for each Non-Assigned Lease listed, an amount equal to the Equipment Multiple multiplied by the number of Machines subject to such Non-Assigned Lease and the sum of all such amounts listed on such Lease Schedule for all Non-Assigned Leases (the “ Total Non-Assigned Lease Amount ”).  The Sellers shall only pay Buyer to the extent the Total Non-Assigned Lease Amount exceeds the “Threshold Amount” set forth on Schedule 2.03(b)  hereto, and then only to the extent of such excess (the “ Laundry Lease Adjustment ”).  For purposes of this Agreement, “ Restricted Laundry Lease ” means a Laundry Lease which, as a

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result of the transactions contemplated by this Agreement, requires the consent or approval of a third party to transfer or assign such Laundry Lease to Buyer.  A Laundry Lease that requires a third party consent or approval to assign such Laundry Lease from the Company to another party shall not constitute a Restricted Laundry Lease unless the transactions contemplated by this Agreement are deemed to constitute an assignment under the express terms of such Laundry Lease or Laundry Lease otherwise has express terms requiring consent to, or approval of, the transactions contemplated hereby by a third party.

(ii)            Any amount due from Sellers to Buyer under this Section 2.03(b) shall bear interest in accordance with Section 2.05(d) from the date the Laundry Lease Adjustment is finally determined.  The Purchase Price shall be reduced by an amount equal to the Laundry Lease Adjustment.

(c)            Route Cash .

(i)             For purposes of this Agreement, “ Post-Closing Net Cash Amount ” for a Laundry Lease location means the sum of (a) all undeposited collections made by the Company from such location prior to Closing, whether in transit to banks, in counting rooms or in vehicles at the time of Closing, less the aggregate amount of commissions, revenue sharing payments and route rental payments in respect of such undeposited collections, and (b) (i) the aggregate amount of cash collected by Buyer from such Laundry Lease location from the first collection by Buyer of such location after the Closing less the aggregate amount of commissions, revenue sharing payments and route rental payments payable in respect of such cash collection multiplied by (ii) a fraction, the numerator of which is the number of days from and including the last date on which the Company collected from such Laundry Lease location prior to the Closing Date (as reflected on Schedule 3.06 hereto) to but excluding the Closing Date, and the denominator of which is the number of days from and including the last date on which the Company collected from such Laundry Lease location prior to the Closing Date (as reflected on Schedule 3.06 hereto) to but excluding the first date that Buyer collects from such location on or following the Closing.  The costs of collections made pursuant to this Section 2.03(c) will be borne by the Buyer.

(ii)            Within sixty (60) days after the Closing Date, Buyer will deliver to the Sellers’ Representative a schedule setting forth a calculation of the Post-Closing Net Cash Amount for each Laundry Lease location (the “ Net Cash Settlement Statement ”).  Unless the Sellers’ Representative notifies Buyer in writing within thirty (30) days after receipt of the Net Cash Settlement Statement that the Sellers’ Representative disagrees with such statement (and provides reasonable detail of the nature of each disputed item), such Net Cash Settlement Statement shall be deemed the “ Final Net Cash Settlement Statement ,” shall be binding upon all parties and shall not be subject to dispute or review.  If the Sellers’ Representative does provide such notice to Buyer within such thirty-day period, Buyer and the Sellers’ Representative shall first use commercially reasonable efforts to resolve such dispute and, if the parties are able to resolve

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such dispute, the Net Cash Settlement Statement shall be revised to the extent necessary to reflect such resolution, shall be deemed the “ Final Net Cash Settlement Statement ” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within thirty (30) days after Buyer’s receipt of the Sellers’ Representative’s notice, either party may submit the dispute to the Accountant for resolution, which shall be subject to the procedures and limitations described in Section 2.02(b).  The Net Cash Settlement Statement as determined by the Accountant shall be deemed the “ Final Net Cash Settlement Statement ,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the Sellers’ Representative does not dispute the Final Net Cash Settlement Statement, then Buyer shall remit to Sellers the amount allocated to Sellers on such Statement within ninety-five (95) days of the Closing Date.  If the Sellers’ Representative disputes the Final Net Cash Settlement Statement, then Buyer shall promptly remit to Sellers the amount, if any, that is not in dispute and remit any additional amount allocated to Sellers pursuant to a final resolution reached by agreement between the parties or determined by the Accountant, as soon as reasonably practical after the dispute is resolved.

(iii)           Any amount due from Buyer to the Sellers’ Representative under this Section 2.03(c) shall bear interest in accordance with Section 2.05(d) from the date the Closing Net Cash Amount is finally determined.

(d)            The costs of the Accountant’s review under any of clauses (a), (b) or (c) of this Section 2.03 (including reasonable attorney’s fees of counsel providing a legal opinion to, and at the request of, the Accountant, if any), shall be borne 50% by Buyer and 50% by Sellers.

2.04         Closing .   The closing of the purchase and sale provided for in this Agreement (the “ Closing ”) shall be held at the offices of Goodwin Procter LLP, Exchange Place, Boston, MA  02109 on the date hereof, or at such other place or later date as may be fixed by mutual agreement of Buyer and the Sellers’ Representative (the “ Closing Date ”).

2.05         Payments at Closing .

(a)            On the Closing Date, the Buyer and Newco will cause to be paid to each Seller an amount equal to such Seller’s pro rata portion (based on each Seller’s Fraction) of the Estimated Purchase Price.  The cash portion of the Estimated Purchase Price shall be paid by wire transfer of immediately available funds to an account designated by each Seller at least two (2) business days prior to the Closing Date.  The Estimated Purchase Price shall be paid $105,538,166.00 in cash and $10,000,000 in the form of an unsecured promissory note of the Buyer (the “ Note ”), all as set forth on Schedule 2.01 opposite each Seller’s name.  The form of promissory note is attached hereto as Exhibit A .  The “Estimated Purchase Price” means an amount equal to the sum of (i) $115,552,166.00, minus (ii) the Estimated Indebtedness, minus (iv) the Estimated Seller Expenses, minus (v) the Estimated Liabilities.

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(b)            Closing Certificate .  At least three (3) business days prior to the Closing Date, the Seller’s Representative shall deliver to the Buyer the Closing Certificate, which shall set forth a reasonable, good faith estimate of the Estimated Indebtedness, Estimated Seller Expenses and the Estimated Liabilities, in each case as mutually agreed to by the Buyer and the Sellers’ Representative.

(c)            Closing Adjustment .  The Closing Adjustment shall be computed in accordance with the terms of this Agreement or by the written agreement of the Buyer and Sellers’ Representative, as the case may be, immediately after the final determination of the Indebtedness Adjustment, the Seller Expense Adjustment and the Liabilities Adjustment pursuant to Section 2.02(b) and shall be paid within five (5) business days thereafter in immediately available funds.  If the Closing Adjustment is a positive number, the Closing Adjustment shall be paid by the Buyer to the Sellers pro rata in accordance with each Seller’s Fraction as set forth on Schedule 2.01 .  If the Closing Adjustment is a negative number, the Closing Adjustment shall be paid by the Sellers to Buyer.

(d)            Interest Payments .  Sums payable pursuant to Sections 2.03(a), 2.03(b), 2.03(c) and 2.05(c) shall bear interest from the date such payment is due pursuant to the applicable section to the date of payment at the rate which is equal to the Prime Rate as published, from time to time, in the Wall Street Journal under “Money Rates,” computed on the basis of a 365-day year and paid for the actual number of days elapsed.  Interest calculated in accordance with this Section 2.05(d) shall be due and payable to Buyer or the Sellers, as the case may be, on the date on which the corresponding payment is due.

2.06         Proration of Certain Items .  The Sellers and the Buyer agree to prorate the following costs and expenses and any other items mutually agreed to by such parties.

(a)            Employee Commissions, Wages and Benefits .  Except as provided herein for the Seller Expenses, (i) the Sellers shall be responsible for all commissions, wages and other benefits payable in respect of services performed by the Company’s employees up to but excluding the Closing Date, and (ii) the Buyer shall be responsible for all commissions, wages and other benefits payable in respect of services performed by the Company’s employees on or after the Closing Date.

(b)            Software Licenses .  Subject to Section 6.09, the Sellers shall be responsible for all payments payable under existing software licenses held by the Company up to but excluding the Closing Date, and the Buyer shall be responsible for all payments payable under existing software licenses held by the Company on or after the Closing Date.

(c)            Real Property Leases .  With respect to the real property leases set forth as items [1], [2], [3], [4] and [5] of Schedule 3.12(b) , (i) the Sellers shall be responsible for all rent, utilities, common area maintenance and other similar costs and obligations under such leases that relate to a period both before and after the Closing Date based on a fraction, the numerator of which is the number of days to which such cost or obligation relates to the period prior to the Closing Date and the denominator of which is the total

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number of days to which such cost or obligation relates, and (ii) the Buyer shall be responsible for all rent, utilities, common area maintenance and other similar costs and obligations under such leases that relate to a period both before and after the Closing Date based on a fraction, the numerator of which is the number of days to which such cost or obligation relates to the period on or after the Closing Date and the denominator of which is the total number of days to which such cost or obligation relates.

(d)            Within sixty (60) days after the Closing, Buyer will deliver to the Sellers’ Representative a schedule of proposed prorations (the “ Proration Schedule ”). Unless the Sellers’ Representative notifies Buyer in writing within thirty (30) days after receipt of the Prorations Schedule that the Sellers’ Representative disagrees with such statement (and provides reasonable detail of the nature of each disputed item), such Prorations Schedule shall be deemed the “ Final Prorations Schedule ,” shall be binding upon all parties and shall not be subject to dispute or review.  If the Sellers’ Representative does provide such notice to Buyer within such thirty-day period, Buyer and the Sellers’ Representative shall first use commercially reasonable efforts to resolve such dispute and, if the parties are able to resolve such dispute, the Prorations Schedule shall be revised to the extent necessary to reflect such resolution, shall be deemed the “ Final Prorations Schedule ” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the parties are unable to resolve the dispute within thirty (30) days after Buyer’s receipt of the Sellers’ Representative’s notice, either party may submit the dispute to the Accountant for resolution, which shall be subject to the procedures and limitations described in Section 2.02(b).  The Prorations Schedule as determined by the Accountant shall be deemed the “ Final Prorations Schedule ,” shall be conclusive and binding upon all parties and shall not be subject to dispute or review.  If the Sellers’ Representative does not dispute the Prorations Schedule, then Buyer or the Sellers, as the case may be, shall remit to the other party the amount reflected on such schedule as being owed to such party within ninety-five (95) days after the Closing Date.  If the Sellers’ Representative disputes the Prorations Schedule, then Buyer or the Sellers, as the case may be, shall remit to the other party the amount, if any, that is not in dispute and any additional amounts owed will be paid in accordance with a final resolution reached by agreement between the parties or determined by the Accountant, as soon as reasonably practical after the dispute is resolved.

(e)            Any amount due under this Section 2.06 shall bear interest in accordance with Section 2.05(d) from the date the Final Prorations Schedule is finally determined.  The costs of the Accountant’s review under this Section 2.06 (including reasonable attorney’s fees of counsel providing a legal opinion to, and at the request of, the Accountant, if any), shall be borne 50% by Buyer and 50% by Sellers.  Notwithstanding anything to the contrary in this Section 2.06, any prorations and adjustments pursuant to this Section 2.6 shall not include an adjustment for any Excluded Liability, which Excluded Liabilities shall remain the sole responsibility of the Sellers.

2.07         Certain Commission Payments .        After the Closing the Company or Buyer will make certain commission payments for the month ended March 31, 2008 related to cash collected and deposited by the Company prior to the Closing Date.  Such commission payments

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are Excluded Liabilities and the Sellers will, by wire transfer of immediately available funds, reimburse the Company and Buyer for such payments on the date such payments are made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES RELATING TO
THE COMPANY

Except as set forth in the disclosure schedules dated as of the date hereof and delivered herewith to Buyer and Newco (which disclosure schedules identify the section and subsection to which each disclosure therein relates), the Company hereby represents and warrants to Buyer and Newco as of the date hereof and as of the Closing Date that:

3.01         Limited Partnership Existence and Power .  The Company is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas, and has all limited partnership powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.  The Company is duly qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary, except for those jurisdictions where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The Company has heretofore delivered to Buyer true and complete copies of the organizational documents of the Company as currently in effect.

3.02         Limited Partnership Authorization .  The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, are within the Company’s limited partnership powers and have been duly authorized by all necessary limited partnership action on the part of the Company.  Each of this Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement may be limited in bankruptcy or by equitable principles.

3.03         Governmental Authorization; Consents .  The execution, delivery and performance by the Company and Sellers of this Agreement require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than compliance with any applicable requirements of the HSR Act.  Except as set forth in Schedule 3.03 and except as required under any Laundry Lease, no material consent, approval, waiver or other action (a “ Required Consent ”) by any Person (other than any governmental body, agency, official or authority) under any contract, agreement, indenture, lease, instrument or other document to which the Company is a party or by which it is bound is required or necessary for the execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party, or for the consummation of the transactions contemplated hereby or thereby.

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3.04         Non-Contravention .  The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) contravene or conflict with the organizational documents of the Company, (ii) assuming compliance with the HSR Act, contravene or conflict in any material respect with any provision of any law, regulation, judgment, injunction, order, Permit or decree binding upon or applicable to the Company; (iii) assuming the receipt of all Required Consents, constitute a material default (with or without notice or lapse of time, or both) under or give rise to any right of termination, cancellation or acceleration of any material right or obligation of the Company or to a loss of any material benefit to which the Company is entitled under any provision of any agreement, contract or other instrument binding upon the Company or by which any of its assets may be bound or (iv) result in the creation or imposition of any Lien on any asset of the Company.

3.05         Capital Structure .  The Partnership Interests represent the only outstanding equity or ownership interests in the Company.  The Partnership Interests have been duly authorized and validly issued, and were not issued in violation of any Law.  There are no options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or cause to become outstanding any additional ownership interests or other securities in the Company.  Except as set forth in the Company’s Limited Partnership Agreement, there are no restrictions on the transfer of the Partnership Interests, other than those imposed by relevant state and federal securities laws, and there are no co-sale rights, rights of first refusal, voting agreements or other agreements relating to the issuance, sale, registration or voting of the Partnership Interests.  None of the Partnership Interests has been issued and owned or held in violation of any preemptive right.  The Partnership Interests set forth opposite of each Seller’s name on Schedule 2.01 hereto are owned of record and beneficially by such Seller free and clear of all Liens, claims, encumbrances, voting trusts or restrictions of any kind (except as set forth in the Company’s Limited Partnership Agreement), and the transfer and delivery of the Partnership Interests to the Buyer by the Sellers as contemplated by this Agreement will be sufficient to transfer good and valid record and beneficial title and ownership in such Partnership Interests to the Buyer free and clear of all Encumbrances (except as set forth in the Company’s Limited Partnership Agreement).

3.06         Laundry Leases .  Schedule 3.06 hereto contains a true, correct and complete list of the Laundry Leases as of the date of this Agreement, including: (i) the location of each Laundry Lease, (ii) the expiration date of each Laundry Lease, (iii) the number and type of each Machine (including only laundry machines, washers and dryers) at each Laundry Lease location, (iv) the vend prices at each Laundry Lease location, and (v) the commission payments and net revenues after commission for each Laundry Lease location for each of the years ended December 31, 2006 and 2007.  The Company has not changed its collection schedule or collection practices for any Laundry Lease location since January 1, 2006, except in the ordinary course of business.  Schedule 3.06 also lists each Laundry Lease that generated more than $10,000 of net revenue on an annualized basis that, since November 30, 2007, (i) has been terminated by the Company or any third party, or (ii) has been entered into by the Company.  True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof.  Each of the Laundry Leases is valid, in full force and effect and binding upon the Company and the other parties thereto in accordance with its respective terms,

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subject to bankruptcy and limitations on equitable remedies.  Neither the Company nor, to the Knowledge of the Company, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the Company’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted under any Laundry Lease.  Except as set forth on Schedule 3.06 , the Company has not received any written notice of and the Company has no Knowledge of (i) any fact which would result in the termination, amendment, modification or breach of any Laundry Lease and (ii) any desire or intention of any party to renegotiate, terminate, amend, modify or materially reduce the services of the Company under any Laundry Lease.  Except for consents, approvals and notices required under the Laundry Leases, no consent or approval of or prior notice to any third party is required in order to assign all of the Laundry Leases to Buyer or otherwise as a result of the consummation of the transactions contemplated by this Agreement.  Assuming all of such consents and approvals are obtained, after giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and enforceable by the Company against the other party thereto.  Schedule 3.06 sets forth a correct and complete list of all bonds (performance or other), letters of credit, guarantees and similar arrangements relating to the Laundry Leases.

3.07         Equipment .  The Route Equipment and the Equipment Inventory constitute all of the Machines used or held for use by the Company in its business.  All of the Route Equipment and Equipment Inventory is in good operating condition, ordinary wear and tear excepted, in each case taking into account age, and has been maintained in a manner consistent with the past maintenance practices of the Company.  The Equipment Inventory is of the type, quantity and quality necessary to conduct the business of the Company in a manner consistent with past practices.  All of the items included in the Equipment Inventory are of a quality and quantity saleable or usable in the ordinary course of business of the Company consistent with past practices.

3.08         Subsidiaries .   The Company does not have and never has had any Subsidiaries or any ownership or equity interest in or control of (direct or indirect) any other Person.

3.09         Financial Statements .

(a)            Attached as Schedule 3.09 are true and complete copies of:

(i)             the balance sheet and the related audited statements of operations and cash flows for the 12 months ended December 31, 2006 and the audited balance sheet of the Company as of December 31, 2005 and the related audited statements of operations and cash flows of the Company for the 12 months then ended; and

(ii)            the unaudited Balance Sheet of the Company as of December 31, 2007 and the related unaudited statements of income and cash flows of the Company for the fiscal year ended December 31, 2007 ((i) and (ii) collectively referred to as the “ Financial Statements ”).

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(b)            Each of the balance sheets included in the Financial Statements fairly presents in all material respects the financial position of the Company as of its date, and the other statements included in the Financial Statements fairly present in all material respects the results of operations and cash flows, as the case may be, of the Company for the periods therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved and, without limiting the generality of the foregoing, have been prepared in accordance with GAAP and, except in the case of the unaudited financial statements, for the omission of footnote disclosure and, to the extent consistent with generally accepted accounting principles, normally recurring year-end audit adjustments.

3.10         Absence of Certain Changes .  Since the Balance Sheet Date, except as reflected in the unaudited Financial Statements or in Schedule 3.10 and except for actions contemplated by this Agreement, the Company has conducted its business in the ordinary course consistent with past practices and there has not been any:

(a)            Material Adverse Change or any event, occurrence, development or state of circumstances or facts which could reasonably be expected to result in a Material Adverse Change, or any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to prevent or materially delay Sellers’ ability to consummate the transactions contemplated by this Agreement or perform their obligations hereunder or under the Transaction Documents;

(b)            declaration, setting aside or payment of any dividend or other distribution with respect to any outstanding equity securities of, or other ownership interests in, the Company, or any repurchase, redemption or other acquisition by the Company of any outstanding equity securities of, or other ownership interests in, the Company;

(c)            payment or grant of any right by the Company to any Interested Person, or any charge by any Interested Person to the Company, or other transaction between the Company and any Interested Person, except in any such case for employee compensation payments in the ordinary course of business of the Company consistent with past practice.

(d)            amendment of any outstanding security of the Company;

(e)            incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money not exceeding $5,000;

(f)             creation or assumption by the Company of any Lien on any asset;

(g)            making of any loan, advance or capital contributions to or investment in any Person;

(h)            damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company in an amount greater than $25,000;

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(i)             transaction or commitment made, or any contract or agreement entered into, by the Company relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company of any contract or other right, in either case, material to the Company, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement;

(j)             change in any method of Tax or financial accounting or accounting practice or any making of a Tax election or change of an existing election by the Company;

(k)            (i) grant of any severance or termination pay to any partner, director, officer or employee of the Company, (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any partner, director, officer or employee of the Company, (iii) change in benefits payable under existing severance or termination pay policies of the Company or employment agreements to which the Company is a party or (iv) change in compensation, bonus or other benefits payable to partners, directors, officers or employees of the Company, other than in the ordinary course of business consistent with past practice;

(l)             labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representation thereof to organize any employees of the Company;

(m)           employee terminations (other than for poor performance or for cause) and/or layoffs, and the Company has preserved intact and kept available the services of present employees, in each case in accordance with past practice;

(n)            capital expenditure, or commitment for a capital expenditure, for additions or improvements to property, plant and equipment in an amount greater than $25,000;

(o)            action which, if it had been taken or occurred after the execution of this Agreement, would have required the consent of Buyer pursuant to this Agreement; or

(p)            agreement, undertaking or commitment to do any of the foregoing.

3.11         Personal Property .

(a)            The Company has good and transferable title to, or in the case of leased personal property has valid leasehold interests in, all personal property (including machinery and equipment, inventory, receivables and furniture) (whether tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date (the “ Personal Property ”).  None of such Personal Property is subject to any Liens, other than:

(i)             Liens for Taxes not yet due and payable (and for which adequate accruals or reserves have been established on the Balance Sheet); or

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(ii)            Liens that do not materially detract from the value of the Personal Property as now used, or materially interfere with any present or intended use of the Personal Property.

(b)            The Personal Property has no material defects, is in reasonable commercial operating condition and repair (ordinary wear and tear excepted), and is generally adequate for the uses to which it is being put.

(c)            The Personal Property owned or leased by the Company, or which it otherwise has the right to use, constitutes all of the Personal Property held for use or used in connection with the business of the Company and is generally adequate to conduct such business as currently conducted.

3.12         Real Property .

(a)            The Company does not own any real property.  All real property used or held for use by the Company in connection with the business of the Company is leased by the Company as lessee or sublessee.

(b)            Schedule 3.12(b)  completely and accurately describes all leases and subleases of real property used by or held for use by the Company in connection with the business of the Company (the “ Leases ”), together with a description of all buildings and material fixtures and improvements erected thereon.

(c)            The Leases are in good standing and are valid, binding and enforceable in accordance with their respective terms, except as enforcement may be limited in bankruptcy or by equitable principles, and there does not exist under any such Lease any default by the Company or, to the Company’s Knowledge, by any other Person, or any event that, with notice or lapse of time or both, would constitute a default by the Company or, to the Company’s Knowledge, by any other Person.  The Company has delivered to Buyer complete and accurate copies of all Leases, including all amendments and agreements related thereto.  All rent and other charges currently due and payable under the Leases have been paid.

(d)            The Company is the holder of the lessee’s interest under the Leases and has not assigned the Leases nor subleased all or any portion of the premises leased thereunder.  The Company has not made any alterations, additions or improvements to the premises leased under the Leases that are required to be removed (or of which lessor could require removal) at the termination of the respective Lease terms.

3.13         No Undisclosed Liabilities .  Except as disclosed in the Balance Sheet or set forth in Schedule 3.13 , there are no liabilities of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the Company’s Knowledge, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, which in the aggregate are not material to the Company.

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3.14         Litigation .  Except as disclosed in Schedule 3.14 , there is no claim, action, suit, investigation or proceeding (or to the Knowledge of the Company, any basis therefor) pending against or, to the Company’s Knowledge, threatened against or affecting, the Company or any of its properties or the transactions contemplated hereby before any court or arbitrator or any governmental body, agency, official or authority.

3.15         Material Contracts .

(a)            Except for the Laundry Leases and except as disclosed in Schedule 3.15 , as of the date of this agreement, there are no agreements, arrangements, understandings, instruments, contracts, leases, plans or commitments to which the Company is a party or by which it is bound, including but not limited to any:

(i)             lease;

(ii)            contract or agreement involving aggregate payments by or obligations of the Company in an amount equal to $25,000 or more, including any such contract or agreement for the purchase of materials, supplies, goods, services, equipment or other assets;

(iii)           contract or agreement involving aggregate payments to the Company in an amount equal to $25,000 or more, including any sales, distribution or other similar agreement;

(iv)           partnership, joint venture or other similar contract, arrangement or agreement;

(v)            contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset);

(vi)           employment, severance or consulting agreement;

(vii)          license, technology transfer, franchise or other agreement in respect of any Intellectual Property or other property owned or used by the Company;

(viii)         agency, dealer, sales representative or other similar agreement;

(ix)            contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company after the Closing Date;

(x)             contract or commitment with or for the benefit of any Interested Person; or

(xi)            other contract or commitment not made in the ordinary course of business or otherwise material to the Company.

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(b)            Each agreement, arrangement, understanding, instrument, contract, lease plan or commitment disclosed in any schedule to this Agreement or required to be disclosed pursuant to Section 3.15(a) is a valid and binding agreement of the Company and is in full force and effect, and neither the Company nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under the terms of any such agreement, contract, plan, lease, arrangement or commitment, nor, to the Knowledge of the Company, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute an event of default thereunder.

3.16         Technology and Intellectual Property .  Schedule 3.16 contains a complete and accurate list of all registered and material unregistered copyrights and applications therefor (including renewals) (the “ Copyrights ”), registered and material unregistered trademarks, service marks and trade names and any applications therefor (including renewals) (the “ Trademarks ”), patents, patent applications (including renewals), patent disclosures (together with all re-issuances, continuations, continuations in part, revisions and extensions), patent rights (collectively, (the “ Patents ”), material inventions and discoveries (whether or not patentable and whether or not reduced to practice), trade dress and corporate names (together with all translations, adaptations, derivations and combinations thereof) (the “ Trade Dress ”) or other material similar rights used or useable in the Company’s business, all whether or not owned or licensed); and