Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    

      FIRST
        AMENDMENT TO

      SECOND
        AMENDED AND RESTATED LOAN AGREEMENT 

      


      This
        FIRST AMENDMENT TO SECOND AMENDED
        AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into and effective as
        of July 28, 2006, by and among Angelica Corporation, a Missouri corporation
        (“Borrower”), LaSalle Bank National Association (“LaSalle”), as Administrative
        Agent (“Administrative Agent”), and LaSalle and the other lenders listed on the
        signature page hereto (the “Lenders”). 

      


      Recitals:

      


      
        	
                A.

              	
                Borrower,
                  Administrative Agent and Lenders are party to that Second Amended
                  and
                  Restated Loan Agreement dated as of November 30, 2005, as amended
                  from
                  time to time (as amended, the “Original Loan
                  Agreement”).

              


      

      


      
        	
                B.

              	
                Administrative
                  Agent, the Required Lenders and Borrower have agreed to the provisions
                  set
                  forth herein on the terms and conditions contained
                  herein.

              


      

      


      


      Agreement

      


      Therefore,
        in consideration of the mutual agreements herein and other sufficient
        consideration, the receipt of which is hereby acknowledged, Borrower,
        Administrative Agent and the Required Lenders hereby agree as
        follows:

      


      1. Definitions.  All
        references to the “Agreement” or the “Loan Agreement” in the Original Loan
        Agreement and in this Agreement shall be deemed to be references to the Original
        Loan Agreement as it may be amended, restated, extended, renewed, replaced,
        or
        otherwise modified from time to time. Capitalized terms used and not otherwise
        defined herein have the meanings given them in the Original Loan
        Agreement.

      


      2. Effectiveness
        of Agreement.  This
        Agreement shall become effective as of the date first written above, but
        only if
        this Agreement has been executed by Borrower, Administrative Agent and the
        Required Lenders, and only if all of the documents listed on Exhibit A to
        this
        Agreement have been delivered and, as applicable, executed, sealed, attested,
        acknowledged, certified, or authenticated, each in form and substance
        satisfactory to Administrative Agent and the Required Lenders and the First
        Amendment Fee (as defined on Exhibit A) has been paid in full in cash. The
        First
        Amendment Fee shall be paid solely to, and shared solely by, each of the
        Required Lenders who has executed this Amendment and delivered its signature
        to
        Administrative Agent on or before the date first written above, with the
        pro-rata shares of the Lenders being readjusted to take into account any
        Lender
        not executing this Amendment.

      


      3. Amendments.  

      


      3.1. Definition
        of EBITDA.  The
        definition of EBITDA in Section 14.1 of the Original Loan Agreement is deleted
        in its entirety and replaced with the following:

      


      “EBITDA
        means,
        with respect to any fiscal period of Borrower, the consolidated Net Income
        of
        the Borrower and its Subsidiaries for such fiscal period, as determined in
        accordance with GAAP

       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      and
        reported on the Financial Statements for such period, plus,
        only to
        the extent deducted from Net Income in accordance with GAAP (i) without
        duplication, the sum of (A) Interest Expense in such period,
        (B) income tax expense accrued for in such period, (C) amortization of
        goodwill and other intangible assets and depreciation expense taken or accrued
        for in such period, (D) any extraordinary non-cash loss in such period
        whether incurred or accrued for, (E) any losses from discontinued
        operations, (F)  non-cash charges for the impairment or disposal of long
        lived assets, goodwill, and other intangible assets, and (G) solely for purposes
        of Section 14.2 and Section 14.3 of this Agreement (and for no other purpose,
        including, without limitations, the calculations in Section 4.6 and Section
        5.1
        of this Agreement), the Special Additions, minus
        (ii) the sum of, without duplication, (A) any extraordinary
        income/gain in such period whether incurred or accrued for, and (B) any
        income from discontinued operations.”

       

      3.2. Definition
        of Funded Indebtedness.  The
        definition of Funded Indebtedness in Section 14.1 of the Original Loan Agreement
        is deleted in its entirety and replaced with the following:

      


      “Funded
        Indebtedness
        means
        the result of (i) outstanding principal balance of the Loan Obligations and
        other Indebtedness for borrowed money (including, without limitation, the
        Indebtedness permitted by Section 13.2.10), plus (ii) the Letter of Credit
        Exposure, plus (iii) the initial capitalized cost of assets subject to
        Capital Leases at the time of calculation, less (iv)  (A) for all fiscal
        quarter periods ending after July 28, 2006 and on or before January 31, 2007,
        cash in excess of $500,000, as shown on the balance sheet for the most recent
        fiscal quarter ended, and (B) for all other periods, if there is no Indebtedness
        outstanding as permitted by Section 13.2.7 of this Agreement, cash in excess
        of
        $500,000, as shown on the balance sheet for the most recent fiscal quarter
        ended. The foregoing shall exclude the outstanding principal amount of the
        Indebtedness permitted by Section 13.2.7 of this Agreement.”

       

      3.3. New
        Definition of Special Additions.  A
        new
        definition of Special Additions is added to Section 14.1 of the Original
        Loan
        Agreement in alphabetical order as follows:

      


      “Special
        Additions
        means
        (i) for the fiscal quarter period ended on or most recently before October
        31,
        2005, an amount equal to $102,100, (ii) for the fiscal quarter period ended
        on
        or most recently before January 31, 2006, an amount equal to $769,600, (iii)
        for
        the fiscal quarter period ended on or most recently before April 30, 2006,
        an
        amount equal to $958,600, (iv) for the fiscal quarter period ending on or
        most
        recently before July 31, 2006, an amount equal to $751,000, and (v) for the
        fiscal quarter period ending on or most recently before the October 31, 2006,
        an
        amount equal to $422,100.”

       

      4. Patriot
        Act Notification.  Administrative
        Agent, each Lender and LaSalle (for itself and not on behalf of any other
        party)
        hereby notifies the Borrower and each other Covered Person that, pursuant
        to the
        requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed
        into
        law October 26, 2001 (the “Act”), it is required to obtain, verify and record
        information that identifies the Borrower and each other Covered Person, which
        information includes the name and address of the Borrower and each other
        Covered
        Person and other information that will allow Administrative Agent, such Lender
        or LaSalle, as applicable, to identify the Borrower and each other Covered
        Person in accordance with the Act.

      


      5. Representations
        and Warranties of Borrower.  Borrower
        hereby represents and warrants to Administrative Agent and the Lenders that
        (i)
        Borrower’s execution, delivery and performance of this Agreement has been duly
        authorized by all requisite action of Borrower, (ii) no consents are necessary
        from any third parties for Borrower’s execution, delivery or performance of this
        Agreement, (iii) this Agreement, the Loan Agreement, and each of the other
        Loan
        Documents, constitute the legal, valid and


      
        
          
          

        

        
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      binding
        obligations of Borrower enforceable against Borrower in accordance with their
        terms, except to the extent that the enforceability thereof against Borrower
        may
        be limited by bankruptcy, insolvency or other laws affecting the enforceability
        of creditors rights generally or by equity principles of general application,
        (iv) except as disclosed on the supplemental disclosure schedule attached
        hereto
        as Exhibit B, all of the representations and warranties contained in Section
        10
        of the Loan Agreement are true and correct with the same force and effect
        as if
        made on and as of the date of this Agreement, (v) after giving effect to
        this
        Agreement, there is no Existing Default, (vi) since the Effective Date, except
        for an amendment to the Borrower’s bylaws setting the date of the Borrower’s
        annual meeting, there has been no change or modification to the Charter
        Documents of Borrower or any other Covered Person, (vii) since the date of
        the
        Initial Financial Statements, there has been no change in the financial
        condition or business operations of Borrower or any other Covered Person
        which
        could reasonably be expected to result in a Material Adverse Effect, (viii)
        there are no proceedings of any kind, pending or threatened against Borrower
        or
        any other Covered Person, which could reasonably be expected to result in
        a
        Material Adverse Effect, and (ix) there are no Security Interests with respect
        to the Borrower or its assets, except for Permitted Security
        Interests.

      


      6. Reaffirmation.  Borrower
        hereby represents, warrants, acknowledges and confirms that (i) the Loan
        Agreement and the other Loan Documents remain in full force and effect, (ii)
        Borrower has no defenses to its obligations under the Loan Agreement and
        the
        other Loan Documents, and (iii) Borrower has no claim against Administrative
        Agent or any Lender arising from or in connection with the Loan Agreement
        or the
        other Loan Documents and any such claim is hereby irrevocably waived and
        released and discharged forever.

      


      7. Governing
        Law.  This
        Agreement has been deemed to be executed and delivered in Chicago, Illinois,
        and
        shall be governed by and construed under the laws of the State of Illinois
        without giving effect to choice or conflicts of law principles
        thereunder.

      


      8. Section
        Titles.  The
        section titles in this Agreement are for convenience of reference only and
        shall not be construed so as to modify any provisions of this
        Agreement.

      


      9. Counterparts;
        Facsimile Transmissions.  This
        Agreement may be executed in one or more counterparts and on separate
        counterparts, each of which shall be deemed an original, but all of which
        together shall constitute one and the same instrument. Signatures to this
        Agreement may be given by facsimile or other electronic transmission, and
        such
        signatures shall be fully binding on the party sending the same.

      


      10. Incorporation
        By Reference.  Administrative
        Agent, the Required Lenders and Borrower hereby agree that all of the terms
        of
        the Loan Documents are incorporated in and made a part of this Agreement
        by this
        reference.

      


      11. Fees
        and Expenses.  Borrower
        shall promptly pay to Administrative Agent all fees, expenses and other amounts
        owing to Administrative Agent under the Loan Agreement and the other Loan
        Documents, including, without limitation, all fees, costs and expenses incurred
        by Administrative Agent in connection with the preparation, negotiation,
        execution, and delivery of this Agreement. 

       

      12. Notice—Oral
        Commitments Not Enforceable.  Nothing
        contained in the following notice shall be deemed to limit or modify the
        terms
        of the Loan Documents:


      
        
          
          

        

        
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      ORAL
        AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
        ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH
        DEBT
        ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED
        THAT
        IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT COMPANY (BORROWER)
        AND
        THE BANK (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
        THE
        COMPANY (BORROWER) AND THE BANK (CREDITOR) REACH COVERING SUCH MATTERS ARE
        CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT
        OF THE
        AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY
        IT.

      


      Borrower
        acknowledges that there are no other agreements between Administrative Agent,
        Lenders, and Borrower, oral or written, concerning the subject matter of
        the
        Loan Documents, and that all prior agreements concerning the same subject
        matter, including any proposal or commitment letter, are merged into the
        Loan
        Documents and thereby extinguished.

      


      13. Statutory
        Notice-Insurance.  The
        following notice is given pursuant to Section 10 of the Collateral Protection
        Act set forth in Chapter 815 Section 180/1 of the Illinois Compiled Statutes
        (1996); nothing contained in such notice shall be deemed to limit or modify
        the
        terms of the Loan Documents:

      


      UNLESS
        YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT
        WITH
        US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN
        YOUR
        COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE
        COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM
        THAT
        IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL
        ANY
        INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE
        OBTAINED INSURANCE AS REQUIRED BY OUR AGREEMENT. IF WE PURCHASE INSURANCE
        FOR
        THE COLLATERAL, YOU WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE,
        INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE
        IN
        CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE
        OF THE
        CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
        BE
        ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
        INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
        ON
        YOUR OWN.

      


      {remainder
        of page intentionally left blank; signature page immediately
        follows}

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Agreement has been duly executed as of the date first
        above written.

      


      


      ANGELICA
        CORPORATION, a Missouri corporation, as Borrower

      


      By:      /s/
        James W.
        Shaffer                                              


      Name:
        James Shaffer

      Title:
        Vice President & Chief Financial Officer

      


      


      


      LASALLE
        BANK NATIONAL ASSOCIATION,

      as
        Administrative Agent and a Lender

      


      By:          
        /s/ Margaret C.
        Dierkes                                   


      Name:
        Margaret C. Dierkes

      Title:
        Vice President

      


      


      NATIONAL
        CITY BANK OF THE MIDWEST, a Lender

      


      By:                
        /s/ S. Farris
        Tzinberg                                


      Name:  
        Farris
        Tzinberg                                                  


      Title:    
        Vice
        President                                                  


      


      


      UMB
        BANK, NATIONAL ASSOCIATION, a Lender

      


      By:   
        /s/ Cecil G.
        Wood                                                


      Name:  
        Cecil G.
        Wood                                                 


      Title:    
        Executive Vice
        President                                


      


      


      WELLS
        FARGO BANK, N.A., a Lender

      


      By: 
        /s/
        Beth A.
        Tiffin                                                    


      Name:  
        Beth A.
        Tiffin                                                   

      Title:    
        Vice
        President                                                 


      


      


      REGIONS
        BANK, a Lender


      


      By:    
        /s/ Daniel R.
        Kraus                                             


      Name:  
        Daniel R.
        Kraus                                               


      Title:    
        Vice
        President                                                 



      
        
          
          

        

        
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      ACKNOWLEDGED
        AND AGREED TO AS OF July 28, 2006:

      


      ANGELICA
        TEXTILE SERVICES, INC.,
        a New
        York corporation

      


      By:    
        /s/ James W.
        Shaffer                                           


      Name:
        James Shaffer

      Title:
        Vice President

      


      


      ANGELICA
        TEXTILE SERVICES, INC.,
        a
        California corporation

      


      By:     
        /s/ James W.
        Shaffer                                          


      Name:
        James Shaffer

      Title:
        Vice President

      


      


      SOUTHERN
        SERVICE COMPANY,
        a
        California corporation

      


      By:     
        /s/ James W.
        Shaffer                                         


      Name:
        James Shaffer

      Title:
        Vice President

      


      


      ANGELICA
        REALTY CO.,
        a
        California corporation

      


      By:     
        /s/ James W.
        Shaffer                                         


      Name:
        James Shaffer

      Title:
        Vice President

      


      


      THE
        SURGIPACK CORPORATION, a
        Massachusetts corporation 

       

      By:     
        /s/ James W.
        Shaffer                                         


      Name:
        James Shaffer

      Title:
        Vice President

      


      


      ROYAL
        INSTITUTIONAL SERVICES, INC., a
        Massachusetts corporation


      


      By:     
        /s/ James W.
        Shaffer                                          

      Name:
        James Shaffer

      Title:
        Vice President


      
        
          
          

        

        
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      Exhibit
        A

      


      Documents
        and Requirements

      


      


      


      
        	
                1.

              	
                First
                  Amendment to Second Amended and Restated Loan
                  Agreement.

              


      

      


      
        	
                2.

              	
                First
                  Amendment Fee of $37,500.00.

              


      

      


      


      



      
        
          
          

        

        
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      Exhibit
        B

      


      Disclosure
        Schedule (Supplemental)

      


      


      Section
        10.35 of the Disclosure Schedule (Real Properties) is amended by
        deleting:

      


      


      
        	
                Long
                  Beach

              	
                Rio
                  Vista

              
	
                2201
                  E. Carson Street

              	
                1225
                  Rio Vista Ave.

              
	
                Long
                  Beach, CA 90807

              	
                Los
                  Angeles, CA 90023

              
	
                (Laundry
                  Plant)

              	
                (Laundry
                  Plant)

              
	
                Sold
                  12/12/05

              	
                Sale
                  Pending

              
	 	 
	 	 
	
                St.
                  Louis

              	
                Philadelphia

              
	
                322
                  E. Industrial Dr.

              	
                58th&
                  Lindbergh Blvd.

              
	
                Columbia,
                  IL 62236

              	
                Philadelphia,
                  PA 19143

              
	
                (Laundry
                  Plant)

              	
                (Laundry
                  Plant)

              
	
                Sold
                  12/29/05 

              	
                Sold
                  03/03/06

              


      

      


      


      


      Section
        10.37.3 of the Disclosure Schedule (Location of Collateral) is amended by
        deleting: 

      


      


      
        	
                Long
                  Beach

              	
                Rio
                  Vista 

              
	
                2201
                  E. Carson Street

              	
                1225
                  Rio Vista Ave.

              
	
                Long
                  Beach, CA 90807

              	
                Los
                  Angeles, CA 90023

              
	
                (Laundry
                  Plant)

              	
                (Laundry
                  Plant)

              
	
                Sold
                  12/12/05

              	
                Sale
                  Pending

              
	 	 
	 	 
	
                St.
                  Louis

              	 
	
                322
                  E. Industrial Dr.

              	 
	
                Columbia,
                  IL 62236

              	 
	
                (Laundry
                  Plant)

              	 
	
                Sold
                  12/29/05

              	 


      

      


      
 

       

       

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