Exhibit 10.3


 


SECOND AMENDMENT AGREEMENT


 


This
SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 16th day of March, 2007 among:


 


(a)                                 CINTAS
CORPORATION NO. 2, a Nevada corporation (“Borrower”);


 


(b)                                 the Lenders, as
defined in the Credit Agreement, as hereinafter defined;


 


(c)                                  KEYBANK
NATIONAL ASSOCIATION, as joint lead arranger and administrative agent for the
Lenders under the Credit Agreement (“Agent”);


 


(d)                                 J.P. MORGAN
SECURITIES INC. (successor by merger to Banc One Capital Markets, Inc.),
as joint lead arranger under the Credit Agreement;


 


(e)                                  JPMORGAN CHASE
BANK, N.A. (successor by merger to Bank One, N.A.), as syndication agent under
the Credit Agreement;


 


(f)                                   FIFTH THIRD
BANK, as co-documentation agent under the Credit Agreement;


 


(g)                                  US BANK
NATIONAL ASSOCIATION, as co-documentation agent under the Credit Agreement; and


 


(h)                                 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
(formerly known as The Bank of Tokyo-Mitsubishi, Ltd.), as
co-documentation agent under the Credit Agreement.


 


WHEREAS,
Borrower, Agent and the Lenders are parties to that certain Credit Agreement,
dated as of May 28, 2004, that provides, among other things, for loans and
letters of credit aggregating Four Hundred Million Dollars ($400,000,000), all
upon certain terms and conditions (as amended and as the same may from time to
time be further amended, restated or otherwise modified, the “Credit Agreement”);


 


WHEREAS,
Borrower, Agent and the Lenders desire to amend the Credit Agreement to modify
certain provisions thereof and add certain provisions thereto;


 


WHEREAS,
each capitalized term used herein and defined in the Credit Agreement, but not
otherwise defined herein, shall have the meaning given such term in the Credit
Agreement; and


 


WHEREAS,
unless otherwise specifically provided herein, the provisions of the Credit
Agreement revised herein are amended effective as of the date of this
Amendment;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
and for other valuable consideration, Borrower, Agent and the Lenders agree as
follows:


 

















 


1.                                      Amendment to
Definitions.  Article I
of the Credit Agreement is hereby amended to delete the definitions of “Commitment
Increase Period”, “Maximum Commitment Amount” and “Total Commitment Amount”
therefrom and to insert in place thereof, respectively, the following:


 


“Commitment Increase Period” shall mean the period from the Closing
Date to (a) the earlier of (i) the date that is thirty (30) days
prior to the last day of the Commitment Period, and (ii) the date that the
Total Commitment Amount is reduced to less than Two Hundred Million Dollars
($200,000,000) pursuant to Section 2.9(a) hereof; or (b) such
later date as shall be agreed to in writing by Agent.


 


“Maximum Commitment Amount” shall mean Six Hundred Million Dollars
($600,000,000).


 


“Total Commitment Amount” shall mean (a) for any date prior to the
First Amendment Effective Date, the Closing Commitment Amount, and (b) on
the First Amendment Effective Date and thereafter, Four Hundred Million Dollars
($400,000,000), as such amount may be increased up to the Maximum Commitment
Amount pursuant to Section 2.9(b) hereof, or decreased pursuant to Section 2.9(a) hereof.


 


2.                                      Amendment to
Modification of Commitment Provisions.  Section 2.9 of the Credit Agreement is
hereby amended to delete subsections (a) and (b) therefrom and to
insert in place thereof, respectively, the following:


 


(a)                                 Optional
Reduction of Commitment. 
Borrower may at any time and from time to time reduce in whole or
ratably in part the Total Commitment Amount to an amount not less than the then
existing Revolving Credit Exposure, by giving Agent not fewer than three
Business Days’ written notice of such reduction, provided that (i) any
such partial reduction shall be in an aggregate amount, for all of the Lenders,
of not less than Five Million Dollars ($5,000,000), increased by increments of
One Million Dollars ($1,000,000), (ii) there shall be no more than two
such reductions during any calendar year, and (iii) any such reduction
that reduces the Total Commitment Amount to less than Two Hundred Million
Dollars ($200,000,000) shall constitute a permanent reduction of the Total
Commitment Amount and shall be effective during the remainder of the Commitment
Period.  Agent shall promptly notify each
Lender of the date of each such reduction and such Lender’s proportionate share
thereof.  After each such reduction, the
facility fees payable hereunder shall be calculated upon the Total Commitment
Amount as so reduced.  If Borrower reduces
in whole the Commitment, on the effective date of such reduction (Borrower
having prepaid in full the unpaid principal balance, if any, of the Loans,
together with all interest and facility, utilization and other fees accrued and
unpaid, and provided that no Letter of Credit Exposure or Swing Line Exposure
shall exist), all of the Notes shall be delivered to Agent marked “Canceled”
and Agent shall redeliver such Notes to Borrower.  Any partial reduction in the Total Commitment
Amount shall be effective during the remainder of the Commitment Period
(provided that the Total Commitment Amount may thereafter be increased during
the Commitment Increase Period pursuant to Section 2.9(b) hereof).


 


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(b)                                 Increase in
Commitment.  At any time
during the Commitment Increase Period, Borrower may request that Agent increase
the Total Commitment Amount up to an amount that shall not exceed the Maximum
Commitment Amount.  Each such increase
shall be in an amount of at least Ten Million Dollars ($10,000,000), increased
by increments of One Million Dollars ($1,000,000), and may be made by either (i) proportionally
increasing, for one or more Lenders, with their prior written consent, their
respective Revolving Credit Commitments, or (ii) including one or more
Additional Lenders, each with a new Revolving Credit Commitment, as a party to
this Agreement (collectively, the “Additional Commitment”).  During the Commitment Increase Period, the
Lenders agree that Agent, in its sole discretion, may permit one or more
Additional Commitments upon satisfaction of the following requirements: (A) each
Additional Lender, if any, shall be an Eligible Transferee and shall execute an
Additional Lender Assumption Agreement, (B) Agent shall provide to Borrower
and each Lender a revised Schedule 1 to this Agreement, including
revised Commitment Percentages for each of the Lenders, if appropriate, at
least three Business Days prior to the effectiveness of such Additional
Commitments (each an “Additional Lender Assumption Effective Date”), and (C) Borrower
shall execute and deliver to Agent and the Lenders such replacement or
additional Revolving Credit Notes as shall be required by Agent (and requested
by the Lenders).  The Lenders hereby
authorize Agent to execute each Additional Lender Assumption Agreement on
behalf of the Lenders.  On each
Additional Lender Assumption Effective Date, the Lenders shall make adjustments
among themselves with respect to the Revolving Loans then outstanding and
amounts of principal, interest, facility fees, utilization fees and other
amounts paid or payable with respect thereto as shall be necessary, in the
opinion of Agent, in order to reallocate among such Lenders such outstanding
amounts, based on the revised Commitment Percentages and to otherwise carry out
fully the intent and terms of this Section 2.9(b).  Borrower shall not request any increase in
the Commitment pursuant to this Section 2.9(b) if a Default or an
Event of Default shall then exist, or immediately after giving effect to any
such increase would exist.


 


3.                                      Closing Items.  Concurrently with the execution of this
Amendment, Borrower shall:


 


(a)                                 cause each
Guarantor of Payment to execute the attached Acknowledgement and Agreement; and


 


(b)                                 pay all legal
fees and expenses of Agent in connection with this Amendment.


 


4.                                      Representations
and Warranties.  Borrower
hereby represents and warrants to Agent and the Lenders that (a) Borrower
has the legal power and authority to execute and deliver this Amendment;
(b) the officers executing this Amendment have been duly authorized to
execute and deliver the same and bind Borrower with respect to the provisions
hereof; (c) the execution and delivery hereof by Borrower and the
performance and observance by Borrower of the provisions hereof do not violate
or conflict with the organizational agreements of Borrower 


 


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or
any law applicable to Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against Borrower; (d) no Default or Event of Default
exists under the Credit Agreement, nor will any occur immediately after the
execution and delivery of this Amendment or by the performance or observance of
any provision hereof; (e) Borrower is not aware of any claim or offset
against, or defense or counterclaim to, Borrower’s obligations or liabilities
under the Credit Agreement or any Related Writing; and (f) this Amendment
constitutes a valid and binding obligation of Borrower in every respect,
enforceable in accordance with its terms, except as enforcement may be limited
by bankruptcy or insolvency laws or similar laws affecting the rights of
creditors generally or by general principles of equity.


 


5.                                      References to
Credit Agreement.  Each
reference that is made in the Credit Agreement or any Related Writing shall
hereafter be construed as a reference to the Credit Agreement as amended
hereby. Except as herein otherwise specifically provided, all terms and
provisions of the Credit Agreement are confirmed and ratified and shall remain
in full force and effect and be unaffected hereby. This Amendment is a Related
Writing.


 


6.                                      Waiver.  Borrower, by signing below, hereby waives and
releases Agent and each of the Lenders, and their respective directors,
officers, employees, attorneys, affiliates and subsidiaries, from any and all
claims, offsets, defenses and counterclaims of which Borrower is aware, such
waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.


 


7.                                      Counterparts.  This Amendment may be executed in any number
of counterparts, by different parties hereto in separate counterparts and by
facsimile signature, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same agreement.


 


8.                                      Headings.  The headings, captions and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


 


9.                                      Severability.  Any term or provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of this Amendment and the effect thereof
shall be confined to the term or provision so held to be invalid or
unenforceable.


 


10.                               Governing Law.  The rights and obligations of all parties
hereto shall be governed by the laws of the State of Ohio, without regard to
principles of conflicts of laws.


 


[Remainder of page intentionally left blank.]


 


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JURY
TRIAL WAIVER.  BORROWER,
THE LENDERS AND AGENT, TO THE EXTENT PERMITTED BY LAW, EACH HEREBY WAIVES ANY
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, THE LENDERS AND AGENT, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR
ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the date first set forth above.


 


	
   

  	
  CINTAS
  CORPORATION NO. 2

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  William
  C. Gale

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION, as Agent and as a
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P.
  MORGAN SECURITIES INC., as Joint Lead Arranger

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., as Syndication Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


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  FIFTH THIRD BANK, as Co-Documentation Agent and as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US BANK NATIONAL ASSOCIATION, as Co-Documentation
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Co-Documentation
  Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


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  WELLS
  FARGO BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


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ACKNOWLEDGMENT AND AGREEMENT


 


The
undersigned consent and agree to and acknowledge the terms of the foregoing
Second Amendment Agreement dated as of March 16, 2007.  The undersigned further agree that the
obligations of the undersigned pursuant to the Guaranty of Payment executed by
the undersigned shall remain in full force and effect and be unaffected hereby.


 


The
undersigned hereby waive and release Agent and the Lenders and their respective
directors, officers, employees, attorneys, affiliates and subsidiaries from any
and all claims, offsets, defenses and counterclaims of which the undersigned
are aware, such waiver and release being with full knowledge and understanding
of the circumstances and effect thereof and after having consulted legal
counsel with respect thereto.


 


JURY
TRIAL WAIVER.  THE
UNDERSIGNED, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, AMONG BORROWERS, AGENT, THE LENDERS AND THE UNDERSIGNED, OR ANY
THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AMENDMENT OR
ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO.


 


	
  CINTAS
  CORPORATION

  	
   

  	
  CINTAS
  CORPORATION NO. 3

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  CINTAS
  CORP. NO. 8, INC.

  	
   

  	
  CINTAS — RUS, L.P.

  
	
   

  	
   

  	
  By: Cintas Corp. No. 8, Inc., its
  general partner

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  CINTAS
  CORP. NO. 15, INC.

  	
   

  	
  XPECT
  FIRST AID CORPORATION

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 


Signature Page


 


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  CINTAS FIRST AID HOLDINGS CORPORATION

  	
   

  	
  AMERICAN
  FIRST AID COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RESPOND INDUSTRIES, INCORPORATED

  	
   

  	
  AFFIRMED
  MEDICAL, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LLT, INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


Signature Page


 


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