Exhibit 10.5


 


Published Revolver CUSIP Number: 17259CAB1


Published Transaction CUSIP Number: 17259CAA3


 


FOURTH AMENDMENT AGREEMENT


 


This
FOURTH AMENDMENT AGREEMENT (this “Amendment”) is made as of the 27th day of September, 2010
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 LLC (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)                                    THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., as co-documentation agent under the Credit
Agreement;


 


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


 


(h)                                 FIFTH THIRD
BANK, 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 Six Hundred Million Dollars ($600,000,000), 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, the receipt and sufficiency of which is
hereby acknowledged, Borrower, Agent and the Lenders agree as follows:


 


1.                                       Amendment to
Definitions in the Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended to delete the definitions of “Applicable Facility Fee Rate”,  “Applicable Margin”, “Base Rate”, “Commitment
Increase Period”, “Commitment Period”, “Letter of Credit Commitment”, “Maximum
Commitment Amount”, “Required Lenders”, “Senior Note Indebtedness” and “Total
Commitment Amount” therefrom and to insert in place thereof, respectively, the
following:


 


“Applicable Facility Fee Rate” shall mean:


 


(a)                                  for any date prior to the
Fourth Amendment Effective Date, the Applicable Facility Fee Rate in effect
prior to the Fourth Amendment Effective Date;


 


(b)                                 effective on the Fourth
Amendment Effective Date until the first Margin Adjustment Date after the
Fourth Amendment Effective Date, twelve and one-half (12.50) basis points; and


 


(c)                                  commencing on the first
Margin Adjustment Date after the Fourth Amendment Effective Date and on each
Margin Adjustment Date thereafter, the number of basis points set forth in the
following matrix, based upon the S&P Rating or the Moody’s Rating in effect
at such time:


 


	
  Level

  	
   

  	
  S&P Rating

  	
   

  	
  Moody’s Rating

  	
   

  	
  Applicable Basis Points for

  the Facility Fee

  
	
  1

  	
   

  	
  A+ or higher

  	
   

  	
  A1 or higher

  	
   

  	
  12.50

  
	
  2

  	
   

  	
  A

  	
   

  	
  A2

  	
   

  	
  12.50

  
	
  3

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  15.00

  
	
  4

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  20.00

  
	
  5

  	
   

  	
  less than BBB+

  	
   

  	
  less than Baa1

  	
   

  	
  32.50

  



 


provided
that, notwithstanding anything above to the contrary, (i) if the S&P
Rating and the Moody’s Rating shall at any time be at different Levels in the
above chart, and the difference in Levels is only one Level, then the
Applicable Facility Fee Rate shall be based upon the higher of the applicable
S&P Rating and Moody’s Rating, (ii) if the S&P Rating and the
Moody’s Rating shall at any time be at different Levels in the above chart, and
such difference is two Levels or more, then the Applicable Facility Fee Rate
shall be based upon the Level immediately below the Level determined based on
the higher of the S&P Rating and the Moody’s Rating, (iii) if only one
of the two ratings (S&P Rating or Moody’s Rating) shall exist, then the
existing rating shall determine the Level of the 


 


2

















 


Applicable
Facility Fee Rate, and (iv) if neither the S&P Rating nor the Moody’s
Rating shall exist, then the Applicable Facility Fee Rate shall be set at Level
5.  Changes to the Applicable Facility
Fee Rate shall be immediately effective on each Margin Adjustment Date.  The above matrix does not modify or waive, in
any respect, the rights of Agent and the Lenders to charge the Default Rate, or
the rights and remedies of Agent and the Lenders pursuant to Articles VII and
VIII hereof.


 


“Applicable Margin” shall mean:


 


(a)                                  for any date prior to the
Fourth Amendment Effective Date, the Applicable Margin in effect prior to the
Fourth Amendment Effective Date;


 


(b)                                 effective on the Fourth
Amendment Effective Date until the first Margin Adjustment Date after the
Fourth Amendment Effective Date, one hundred twelve and one-half (112.50) basis
points for Eurodollar Loans; and


 


(c)                                  commencing on the first
Margin Adjustment Date after the Fourth Amendment Effective Date and on each
Margin Adjustment Date thereafter, the number of basis points set forth in the
following matrix, based upon the S&P Rating or the Moody’s Rating in effect
at such time:


 


	
  Level

  	
   

  	
  S&P Rating

  	
   

  	
  Moody’s Rating

  	
   

  	
  Applicable Basis Points for

  Eurodollar Loans

  
	
  1

  	
   

  	
  A+ or higher

  	
   

  	
  A1 or higher

  	
   

  	
  87.50

  
	
  2

  	
   

  	
  A

  	
   

  	
  A2

  	
   

  	
  112.50

  
	
  3

  	
   

  	
  A-

  	
   

  	
  A3

  	
   

  	
  135.00

  
	
  4

  	
   

  	
  BBB+

  	
   

  	
  Baa1

  	
   

  	
  155.00

  
	
  5

  	
   

  	
  less than BBB+

  	
   

  	
  less than Baa1

  	
   

  	
  167.50

  



 


provided
that, notwithstanding anything above to the contrary, (i) if the S&P
Rating and the Moody’s Rating shall at any time be at different Levels in the
above chart, and the difference in Levels is only one Level, then the
Applicable Margin shall be based upon the higher of the applicable S&P
Rating and Moody’s Rating, (ii) if the S&P Rating and the Moody’s
Rating shall at any time be at different Levels in the above chart, and such
difference is two Levels or more, then the Applicable Margin shall be based
upon the Level immediately below the Level determined based on the higher of
the S&P Rating and the Moody’s Rating, (iii) if only one of the two
ratings (S&P Rating or Moody’s Rating) shall exist, then the existing
rating shall determine the Level of the Applicable Margin, and (iv) if
neither the S&P Rating nor the Moody’s Rating shall exist, then the
Applicable Margin shall be set at Level 5. 
Changes to the Applicable Margin shall be immediately effective on each
Margin Adjustment Date.  The above matrix
does not modify or waive, in any respect, the rights of Agent and the Lenders
to charge the Default 


 


3

















 


Rate,
or the rights and remedies of Agent and the Lenders pursuant to Articles VII
and VIII hereof.


 


“Base Rate” shall mean, for any day, a rate per annum equal to the
highest of (a) the Prime Rate, (b) one-half of one percent (.50%) in
excess of the Federal Funds Effective Rate, and (c) one hundred (100.00)
basis points in excess of the London Interbank Offered Rate for loans in
Eurodollars with an Interest Period of one month (or, if such day is not a
Business Day, such rate as calculated on the most recent Business Day).  Any change in the Base Rate shall be
effective immediately from and after such change in the Base Rate.


 


“Commitment Increase Period” shall mean the period from the Fourth
Amendment Effective 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.


 


“Commitment Period” shall mean the period from the Closing Date to September 26,
2014 or such earlier date on which the Commitment shall have been terminated
pursuant to Article VIII hereof.


 


“Letter of Credit Commitment” shall mean the commitment of the Fronting
Lender, on behalf of the Lenders, to issue Letters of Credit in an aggregate
face amount of up to One Hundred Fifty Million Dollars ($150,000,000).


 


“Maximum Commitment Amount” shall mean Four Hundred Fifty Million
Dollars ($450,000,000).


 


“Required Lenders” shall mean the holders of more than fifty percent
(50%), based upon each Lender’s Commitment Percentage, of an amount (the “Total
Amount”) equal to (a) during the Commitment Period, the Total Commitment
Amount, or (b) after the Commitment Period, the Revolving Credit Exposure;
provided that the portion of the Total Amount held or deemed to be held by any
Defaulting Lender or Insolvent Lender shall be excluded for purposes of making
a determination of Required Lenders.


 


“Senior Note Indebtedness” shall mean the Indebtedness evidenced by the
6% Senior Notes due 2012, the 6 1/8% Senior Notes due 2017 and the 6.15% Senior
Notes due 2036, in each case issued by Borrower, or any replacement or refinancing
of such Indebtedness or any other Indebtedness created pursuant to a similar
type of private debt instrument or agreement as the foregoing.


 


“Total Commitment Amount” shall mean the principal amount of Three
Hundred Million Dollars ($300,000,000), 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.


 


4

















 


2.                                       Additions to
Definitions in the Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended to add the following new definitions thereto:


 


“Affected Lender” shall mean a Defaulting Lender or an Insolvent
Lender.


 


“Bankruptcy Code” shall mean Title 11 of the United States Code
entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto,
as hereafter amended.


 


“Defaulting Lender” shall mean any Lender, as reasonably determined by
Agent, that (a) has failed (which failure has not been cured) to fund any
Loan or any participation interest in Letters of Credit required to be made
hereunder in accordance with the terms hereof (unless such Lender shall have
notified Agent and Borrower in writing of its good faith determination that a
condition under Section 4.1 hereof to its obligation to fund any Loan
shall not have been satisfied); (b) has notified Borrower or Agent in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or
generally under other agreements in which it commits to extend credit; (c) has
failed, within three Business Days after receipt of a written request from
Agent or Borrower to confirm that it will comply with the terms of this
Agreement relating to its obligation to fund prospective Loans or
participations in Letters of Credit, and such request states that the
requesting party has reason to believe that the Lender receiving such request may
fail to comply with such obligation, and states such reason; or (d) has
failed to pay to Agent or any other Lender when due an amount owed by such
Lender to Agent or any other Lender pursuant to the terms of this Agreement,
unless such amount is subject to a good faith dispute or such failure has been
cured.  Any Defaulting Lender shall cease
to be a Defaulting Lender when Agent determines, in its reasonable discretion,
that such Defaulting Lender is no longer a Defaulting Lender based upon the
characteristics set forth in this definition.


 


“Fourth Amendment Effective Date” shall mean September 27, 2010.


 


“Insolvent Lender” shall mean a Lender that (a) is not Solvent or
is the subsidiary of a Person that is not Solvent; or (b) has become the
subject of a proceeding under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any
action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment, or is a subsidiary of a
Person that has become the subject of a proceeding under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its
consent to, approval of or acquiescence in any such proceeding or appointment;
provided that a Lender shall not be an Insolvent Lender (i) solely by
virtue of the ownership or acquisition of an equity interest in such Lender or
a parent company thereof by a governmental authority or an instrumentality
thereof or (ii) if the Federal Deposit Insurance Corporation (or any other


 


5

















 


federal
agency that has the backing of the full faith and credit of the United States)
has assumed all of such Lender’s obligations under this Agreement, in form and
substance satisfactory to Agent.  Any
Insolvent Lender shall cease to be an Insolvent Lender when Agent determines,
in its reasonable discretion, that such Insolvent Lender is no longer an
Insolvent Lender based upon the characteristics set forth in this definition.


 


“KeyBank” shall mean KeyBank National Association, and its successors
and assigns.


 


“Non-Consenting Lender” shall mean that term as defined in Section 10.3(c) hereof.


 


“Other Agents” shall mean that term as defined in Section 9.11
hereof.


 


“Solvent” shall mean, with respect to any Person, that (a) the
fair value of such Person’s assets is in excess of the total amount of such
Person’s debts, as determined in accordance with the Bankruptcy Code, (b) the
present fair saleable value of such Person’s assets is in excess of the amount
that will be required to pay such Person’s debts as such debts  become absolute and matured, (c) such
Person is able to realize upon its assets and pay its debts and other
liabilities (including disputed, contingent and unliquidated liabilities) as
such liabilities mature in the normal course of business, (d) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond its ability to pay as such debts and liabilities mature, and
(e) such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which its property would
constitute an unreasonably small amount of capital.  As used in this definition, the term “debts”
includes any legal liability, whether matured or unmatured, liquidated or
unliquidated, absolute, fixed or contingent, as determined in accordance with
the Bankruptcy Code.


 


“Supporting Letter of Credit” shall mean a standby letter of credit, in
form and substance satisfactory to Agent and the Fronting Lender, issued by an
issuer satisfactory to Agent and the Fronting Lender.


 


3.                                       Deletion of
Definition in Credit Agreement.  Section 1.1 of the Credit Agreement is
hereby amended to delete the definition of Applicable Utilization Fee Rate.


 


4.                                       Additions to
Letters of Credit Provisions.  Section 2.2(b) of the Credit
Agreement is hereby amended to add the following new subsections (viii), (ix), (x) and
(xi) at the end thereof:


 


(viii)                        Auto-Renewal
Letters of Credit.  If Borrower
so requests, a Letter of Credit shall have an automatic renewal provision;
provided that any Letter of Credit that has an automatic renewal provision must
permit Agent (or the applicable Fronting Lender if the Fronting Lender is a
Lender other than Agent) to prevent any such renewal by giving prior notice to
the beneficiary thereof not later than thirty (30) days prior to the renewal
date of such Letter of Credit.  Once any
such Letter of Credit that has automatic


 


6

















 


renewal
provisions has been issued, the Lenders shall be deemed to have authorized (but
may not require) Agent (and the Fronting Lender) to permit at any time the
renewal of such Letter of Credit to an expiry date not later than one year
after the last day of the Commitment Period.


 


(ix)                                Letters of
Credit Outstanding Beyond the Commitment Period.  If any Letter of Credit is outstanding upon
the termination of the Commitment, then, upon such termination, Borrower shall
deposit with Agent, for the benefit of the Fronting Lender, with respect to all
outstanding Letters of Credit, either cash or a Supporting Letter of Credit,
which, in each case, is (A) in an amount equal to one hundred five percent
(105%) of the undrawn amount of the outstanding Letters of Credit, and (B) free
and clear of all rights and claims of third parties (other than Agent, the
Fronting Lender and the depository bank maintaining such deposit).  The cash shall be deposited in an escrow
account at a financial institution designated by the Fronting Lender.  The Fronting Lender shall be entitled to
withdraw (with respect to the cash) or draw (with respect to the Supporting
Letter of Credit) amounts necessary to reimburse the Fronting Lender for payments
to be made under the Letters of Credit and any fees and expenses associated
with such Letters of Credit, or incurred pursuant to the reimbursement
agreements with respect to such Letters of Credit.  Borrower shall also execute such
documentation as Agent or the Fronting Lender may reasonably require in
connection with the survival of the Letters of Credit beyond the Commitment or
this Agreement.  After expiration of all
undrawn Letters of Credit, the original Supporting Letter of Credit or the
remainder of the cash, as the case may be, shall promptly be returned to
Borrower.


 


(x)                                   Requests for
Letters of Credit When One or More Lenders are Affected Lenders.  If a Letter of Credit is requested at such
time that a Lender is an Affected Lender hereunder, then (A) such Letter
of Credit may be issued to the extent that Agent (and the Fronting Lender)
shall have entered into satisfactory (to Agent) arrangements (including,
without limitation, the posting of cash collateral by the Affected Lender) with
Borrower or such Affected Lender to eliminate or mitigate the reimbursement
risk with respect to such Affected Lender, or (B) Agent may issue a Letter
of Credit in an amount that is the amount of the requested Letter of Credit
less the Commitment Percentage of such Affected Lender times the amount of the
requested Letter of Credit.


 


(xi)                                Letters of
Credit Issued and Outstanding When One or More Lenders are Affected Lenders.  With respect to any Letters of Credit that
have been issued and are outstanding at the time any Lender is an Affected
Lender, Agent (and the Fronting Lender) shall have the right to request that
Borrower or such Affected Lender cash collateralize, in form and substance
satisfactory to Agent (and the Fronting Lender), such Letters of Credit so as
to eliminate or mitigate the reimbursement risk with respect to such Affected
Lender.


 


5.                                       Additions to
Swing Loans Provisions.  Section 2.2(c) of
the Credit Agreement is hereby amended to add the following new subsections (iv) and
(v) at the end thereof:


 


7

















 


(iv)                              Requests for
Swing Loans When One or More Lenders are Affected Lenders.  If a Swing Loan is requested at such time
that a Lender is an Affected Lender hereunder, then (A) such Swing Loan
may be issued to the extent that Agent shall have entered into satisfactory (to
Agent) arrangements (including, without limitation, the posting of cash
collateral by the Affected Lender) with Borrower or such Affected Lender to
eliminate or mitigate the reimbursement risk with respect to such Affected Lender,
or (B) Agent may issue a Swing Loan in an amount that is the amount of the
requested Swing Loan less the Commitment Percentage of such Affected Lender
times the amount of the requested Swing Loan.


 


(v)                                 Swing Loans
Outstanding When One or More Lenders are Affected Lenders.  With respect to any Swing Loans that are
outstanding at the time any Lender is an Affected Lender, Agent shall have the
right to request that Borrower or such Affected Lender cash collateralize, in
form and substance satisfactory to Agent, such Swing Loans so as to eliminate
or mitigate the reimbursement risk with respect to such Affected Lender.


 


6.                                       Amendment to
Interest Provisions.  Section 2.3
of the Credit Agreement is hereby amended to delete subsection (c) therefrom
and to insert in place thereof the following:


 


(c)                                  Default Rate.  Anything herein to the contrary
notwithstanding, if an Event of Default shall occur, upon the election of Agent
or the Required Lenders (i) the principal of each Loan and the unpaid
interest thereon shall bear interest, until paid, at the Default Rate, (ii) the
fee for the aggregate undrawn amount of all issued and outstanding Letters of
Credit shall be increased by two percent (2%) in excess of the rate otherwise
applicable thereto (as specified in Section 2.2(b)(iii) or (iv) hereof),
and (iii) in the case of any other amount not paid when due from Borrower
hereunder or under any other Loan Document, such amount shall bear interest at
the Default Rate; provided that, during an Event of Default under Section 7.1
or 7.10 hereof, the applicable Default Rate shall apply without any election or
action on the part of Agent or any Lender.


 


7.                                       Addition to
Funding of Loans Provisions.  Section 2.5 of the Credit Agreement is
hereby amended to add the following new subsection (e) at the end thereof:


 


(e)                                  Advancing of
Non Pro-Rata Revolving Loans.  Notwithstanding anything in this Agreement to
the contrary, if Borrower requests a Revolving Loan pursuant to Section 2.5(a) hereof
(and all conditions precedent set forth in Section 4.1 hereof are met) at
a time when one or more Lenders are Defaulting Lenders, Agent shall have the
option, in its sole discretion, to require (and, at the request of Borrower,
shall require) the non-Defaulting Lenders to honor such request by making a non
pro-rata Revolving Loan to Borrower in an amount equal to (i) the amount
requested by Borrower, minus (ii) the portions of such Revolving Loan that
should have been made by such Defaulting Lenders.  For purposes of such Revolving Loans, the
Lenders that are making such Revolving Loan shall do so in proportion to their
Commitment Percentages of the amount requested by Borrower.  For the avoidance of doubt, in no event shall
the aggregate outstanding principal amount of Loans made by a Lender (other
than Swing Loans made


 


8

















 


by
the Swing Line Lender), when combined with such Lender’s pro rata share, if
any, of the Letter of Credit Exposure and the Swing Line Exposure, be in excess
of the Maximum Amount for such Lender.


 


8.                                       Additions to
Payment Provisions.  Section 2.6
of the Credit Agreement is hereby amended to add the following new subsections (e) and
(f) at the end thereof:


 


(e)                                  Affected Lender.  To the extent that Agent receives any
payments or other amounts for the account of an Affected Lender, at the option
of Agent or Borrower, such Affected Lender shall be deemed to have requested
that Agent use such payment or other amount (or any portion thereof, at the
discretion of Agent) first, to cash collateralize its unfunded risk
participation in Swing Loans and the Letters of Credit pursuant to Sections
2.2(b)(vi), 2.2(c)(iii), and 2.5(b) hereof, and, with respect to any
Defaulting Lender, second, to fulfill its obligations to make Loans.


 


(f)                                    Payment of Non
Pro-Rata Revolving Loans. 
Notwithstanding anything in this Agreement to the contrary, at the sole
discretion of Agent, in order to pay Revolving Loans that were not advanced pro
rata by the Lenders, any payment of any Loan may first be applied to such
Revolving Loans that were not advanced pro rata.


 


9.                                       Amendment to
Prepayment Provisions.  Section 2.7
of the Credit Agreement is hereby amended to delete subsection (a) therefrom
and to insert in place thereof the following:


 


(a)                                  Right to Prepay.


 


(i)                                     Borrower shall have the
right at any time or from time to time to prepay, on a pro rata basis for all
of the Lenders (except with respect to Swing Loans, which shall be paid to the
Swing Line Lender), all or any part of the principal amount of the Loans, as
designated by Borrower.  Such payment
shall include interest accrued on the amount so prepaid to the date of such
prepayment and any amount payable under Article III hereof with respect to
the amount being prepaid.


 


(ii)                                  Borrower shall have the
right, at any time or from time to time, to prepay, for the benefit of the
Swing Line Lender (and any Lender that has purchased a participation in such
Swing Loan), all or any part of the principal amount of the Swing Loans then
outstanding, as designated by Borrower, plus interest accrued on the amount so
prepaid to the date of such prepayment.


 


(iii)                               Notwithstanding anything in
this Section 2.7 or otherwise to the contrary, at the discretion of Agent,
in order to prepay Loans that were not advanced pro rata by all of the Lenders,
any prepayment of a Loan shall first be applied to Loans made by the Lenders
during any period in which a Defaulting Lender or Insolvent Lender shall exist.


 


9

















 


10.                                 Amendment to
Fees Provisions.  Section 2.8
of the Credit Agreement is hereby amended to delete subsection (b) therefrom
and to insert in place thereof the following:


 


(b)                                 Reserved.


 


11.                                 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).  Upon each decrease of the Total Commitment
Amount, the Maximum Commitment Amount shall be proportionally decreased.


 


(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 request for
an 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) 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 commitment under the Revolving
Credit Commitment, as a party to this Agreement (each an “Additional Commitment”
and, collectively, the “Additional Commitments”).  During the Commitment Increase Period, all of
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


 


10
















 


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 date of 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 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) (and
Borrower shall pay to the Lenders any amounts that would cause a prepayment of
one or more Eurodollar Loans)  In
connection therewith, it is understood and agreed that the Maximum Amount of
any Lender will not be increased (or decreased except pursuant to subsection (a) hereof)
without the prior written consent of such Lender.  Borrower shall not request any increase in
the Total Commitment Amount pursuant to this Section 2.9(b) if a
Default or an Event of Default shall then exist, or immediately after giving
pro forma effect to any such increase would exist.


 


12.                                 Amendment to
Agency Provisions.  Article IX
of the Credit Agreement is hereby amended to delete Sections 9.5, 9.6, 9.7,
9.8, 9.9 and 9.11 therefrom and to insert in place thereof, respectively, the
following:


 


Section 9.5.  Agent and
Affiliates.  KeyBank and its
affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in any
kind of banking, trust, financial advisory, underwriting or other business with
the Companies and Affiliates as though KeyBank were not Agent hereunder and
without notice to or consent of any Lender. 
Each Lender acknowledges that, pursuant to such activities, KeyBank or
its affiliates may receive information regarding any Company or any Affiliate
(including information that may be subject to confidentiality obligations in
favor of such Company or such Affiliate) and acknowledge that Agent shall be
under no obligation to provide such information to other Lenders.  With respect to Loans and Letters of Credit
(if any), KeyBank and its affiliates shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as though
KeyBank were not Agent, and the terms “Lender” and “Lenders” include KeyBank
and its affiliates, to the extent applicable, in their individual capacities.


 


Section 9.6.  Knowledge
or Notice of Default.  Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless Agent has received written notice from a Lender or
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”. In the event
that Agent receives such a notice, Agent shall give notice thereof to


 


11

















 


the
Lenders. Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders (or, if so
specified by this Agreement, all Lenders); provided that, unless and until
Agent shall have received such directions, Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable, in its
discretion, for the protection of the interests of the Lenders.


 


Section 9.7.  Action by
Agent.  Subject to the other terms
and conditions hereof, so long as Agent shall be entitled, pursuant to Section 9.6
hereof, to assume that no Default or Event of Default shall have occurred and
be continuing, Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights that may be vested in it
by, or with respect to taking or refraining from taking any action or actions
that it may be able to take under or in respect of, this Agreement.  Agent shall incur no liability under or in
respect of this Agreement by acting upon any notice, certificate, warranty or
other paper or instrument believed by it to be genuine or authentic or to be
signed by the proper party or parties, or with respect to anything that it may
do or refrain from doing in the reasonable exercise of its judgment, or that
may seem to it to be necessary or desirable in the premises.  Without limiting the foregoing, no Lender shall
have any right of action whatsoever against Agent as a result of Agent’s acting
or refraining from acting hereunder in accordance with the instructions of the
Required Lenders.


 


Section 9.8.  Release of
Guarantor of Payment.  In the event
of a merger or consolidation or similar event, or as otherwise permitted
pursuant to this Agreement, Agent, at the request and expense of Borrower, is
hereby authorized by the Lenders to release a Guarantor of Payment in
connection with such permitted event.


 


Section 9.9.  Indemnification
of Agent.  The Lenders agree to
indemnify Agent (to the extent not reimbursed by Borrower) ratably, according
to their respective Commitment Percentages, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including attorneys’ fees) or disbursements of any kind
or nature whatsoever that may be imposed on, incurred by or asserted against
Agent in its capacity as agent in any way relating to or arising out of this Agreement
or any other Loan Document or any action taken or omitted by Agent with respect
to this Agreement or any other Loan Document, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys’
fees) or disbursements resulting from Agent’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction, or from any
action taken or omitted by Agent in any capacity other than as agent under this
Agreement or any other Loan Document.  No
action taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section 9.9.  The undertaking
in this Section 9.9 shall survive repayment of the Loans, cancellation of
the Notes, if any, expiration or termination of the Letters of Credit,
termination of the Commitment, any foreclosure under, or modification, release
or discharge of, any or all of the Loan


 


12

















 


Documents,
termination of this Agreement and the resignation or replacement of the agent.


 


Section 9.11.  Other
Agents.  The financial institutions
identified on the cover page of this Agreement or otherwise herein, or in
any amendment hereof or other document related hereto, as being a “Joint Lead
Arranger”, “Syndication Agent” or “Bookrunner” (collectively, the “Other Agents”)
shall have no rights, powers, obligations, liabilities, responsibilities or
duties under this Agreement other than, in the case of a Lender, those
applicable to all Lenders as such. 
Without limiting the foregoing, the Other Agents shall not have or be
deemed to have any fiduciary relationship with any Lender.  Each Lender acknowledges that it has not
relied, and will not rely, on the Other Agents in deciding to enter into this
Agreement or in taking or refraining from taking any action hereunder or
pursuant hereto.


 


13.                                 Additions to
Agent Provisions.  Article IX
of the Credit Agreement is hereby amended to add the following new Sections
9.12, 9.13, 9.14 and 9.15 at the end thereof:


 


Section 9.12.  Delegation
of Duties.  Agent may execute any of
its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties.  Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct, as
determined by a court of competent jurisdiction.


 


Section 9.13.  Swing Line
Lender.  The Swing Line Lender shall
act on behalf of the Lenders with respect to any Swing Loans.  The Swing Line Lender shall have all of the
benefits and immunities (a) provided to Agent in this Article IX with
respect to any acts taken or omissions suffered by the Swing Line Lender in
connection with the Swing Loans as fully as if the term “Agent”, as used in
this Article IX, included the Swing Line Lender with respect to such acts
or omissions, and (b) as additionally provided in this Agreement with
respect to the Swing Line Lender.


 


Section 9.14.  Agent May File
Proofs of Claim.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Credit Party, (a) Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether Agent
shall have made any demand on Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise, to (i) file and prove a
claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders and Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and Agent and
their respective agents and counsel and all other amounts due the Lenders and
Agent) allowed in such judicial proceedings, and (ii) collect and receive
any monies or


 


13

















 


other
property payable or deliverable on any such claims and to distribute the same;
and (b) any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender to make such payments to Agent and, in the
event that Agent shall consent to the making of such payments directly to the
Lenders, to pay to Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of Agent and its agents and counsel, and
any other amounts due Agent.  Nothing
contained herein shall be deemed to authorize Agent to authorize or consent to
or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize Agent to vote in respect of the claim of any
Lender in any such proceeding.


 


Section 9.15.  No
Reliance on Agent’s Customer Identification Program.  Each Lender acknowledges and agrees that
neither such Lender, nor any of its affiliates, participants or assignees, may
rely on Agent to carry out such Lender’s or its affiliate’s, participant’s or
assignee’s customer identification program, or other obligations required or
imposed under or pursuant to the Patriot Act or the regulations thereunder,
including the regulations contained in 31 CFR 103.121 (as hereafter amended or
replaced, the “CIP Regulations”), or any other anti-terrorism law, including
any programs involving any of the following items relating to or in connection
with Borrower, its Affiliates or agents, the Loan Documents or the transactions
hereunder: (a) any identity verification procedures, (b) any record
keeping, (c) any comparisons with government lists, (d) any customer
notices or (e) any other procedures required under the CIP Regulations or
such other laws.


 


14.                                 Amendment to
Amendments and Consents Provisions.  Article X of the Credit Agreement is
hereby amended to delete Section 10.3 therefrom and to insert in place
thereof the following:


 


Section 10.3.                             Amendments,
Consents.


 


(a)                                  General Rule.  No amendment, modification, termination, or
waiver of any provision of any Loan Document nor consent to any variance
therefrom, shall be effective unless the same shall be in writing and signed by
the Required Lenders and, in the case of amendments or modifications, Borrower,
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.


 


(b)                                 Exceptions to
the General Rule. 
Notwithstanding the provisions of subsection (a) of this Section 10.3:


 


(i)                                     Unanimous Consent
Requirements.  Unanimous
consent of the Lenders shall be required with respect to (A) any increase
in the Commitment hereunder (except as specified in Section 2.9(b) hereof),
(B) the extension of maturity of the Loans, the payment date of interest
or scheduled principal hereunder, or the payment date of facility fees payable
hereunder, (C) any


 


14

















 


reduction
in the stated rate of interest on the Loans (provided that the institution of
the Default Rate or post default interest and a subsequent removal of the
Default Rate or post default interest shall not constitute a decrease in
interest rate pursuant to this Section 10.3), or in any amount of interest
or scheduled principal due on any Loan, or any reduction in the stated rate of
facility fees payable hereunder or any change in the manner of pro rata
application of any payments made by Borrower to the Lenders hereunder, (D) any
change in any percentage voting requirement, voting rights, or the Required
Lenders definition in this Agreement, (E) the release of Borrower or any
Guarantor of Payment, except as specifically permitted hereunder, or (F) any
amendment to this Section 10.3 or Section 8.5 hereof.


 


(ii)                                  Provisions Relating to
Special Rights and Duties.  No
provision of this Agreement affecting Agent in its capacity as such shall be
amended, modified or waived without the consent of Agent.  No provision of this Agreement relating to
the rights or duties of the Fronting Lender in its capacity as such shall be
amended, modified or waived without the consent of the Fronting Lender. No
provision of this Agreement relating to the rights or duties of the Swing Line
Lender in its capacity as such shall be amended, modified or waived without the
consent of the Swing Line Lender.


 


(c)                                  Replacement of
Non-Consenting Lender.  If,
in connection with any proposed amendment, waiver or consent hereunder, (i) the
consent of all Lenders is required, but only the consent of Required Lenders is
obtained, or (ii) the consent of Required Lenders is required, but the
consent of the Required Lenders is not obtained (any Lender withholding consent
as described in subsections (i) and (ii) hereof being referred to as
a “Non-Consenting Lender”), then Agent may (and shall, if requested by
Borrower), at the sole expense of Borrower, upon notice to such Non-Consenting
Lender and Borrower, require such Non-Consenting Lender to assign and delegate,
without recourse (in accordance with the restrictions contained in Section 10.10
hereof) all of its interests, rights and obligations under this Agreement to an
Eligible Transferee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that such
Non-Consenting Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from such Eligible Transferee (to
the extent of such outstanding principal and accrued interest and fees) or
Borrower (in the case of all other amounts, including any breakage compensation
under Article III hereof).


 


(d)                                 Generally.  Notice of amendments, waivers or consents
ratified by the Lenders hereunder shall be forwarded by Agent to all of the
Lenders.  Each Lender or other holder of
a Note, or if there is no Note, the holder of the interest as reflected on the
books and records of Agent (or interest in any Loan or Letter of Credit) shall
be bound by any amendment, waiver or consent obtained as authorized by this Section 10.3,
regardless of its failure to agree thereto.


 


15

















 


15.                                 Additions to
Miscellaneous Provisions.  Article X
of the Credit Agreement is hereby amended to add the following new Sections
10.19, 10.20 and 10.21 at the end thereof:


 


Section 10.19.  Replacement
of Affected Lenders.  Each Lender
agrees that, during the time in which any Lender is an Affected Lender, Agent
shall have the right (and Agent shall, if requested by Borrower), at the sole
expense of Borrower, upon notice to such Affected Lender and Borrower, to require
that such Affected Lender assign and delegate, without recourse (in accordance
with the restrictions contained in Section 10.10 hereof), all of its
interests, rights and obligations under this Agreement to an Eligible
Transferee, approved by Borrower (unless an Event of Default shall exist) and
Agent, that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that such Affected
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder (recognizing that any Affected Lender may have
given up its rights under this Agreement to receive payment of fees and other
amounts pursuant to Section 2.6(e) and (f) hereof), from such
Eligible Transferee (to the extent of such outstanding principal and accrued
interest and fees) or Borrower (in the case of all other amounts, including any
breakage compensation under Article III hereof).


 


Section 10.20.  Limitations
on Liability of the Fronting Lender. 
Borrower assumes all risks of the acts or omissions of any beneficiary
or transferee of any Letter of Credit with respect to its use of such Letters
of Credit.  Neither the Fronting Lender
nor any of its officers or directors shall be liable or responsible for (a) the
use that may be made of any Letter of Credit or any acts or omissions of any
beneficiary or transferee in connection therewith; (b) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon, even if
such documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Fronting Lender against
presentation of documents that do not comply with the terms of a Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to such Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit,
except that the account party on such Letter of Credit shall have a claim
against the Fronting Lender, and the Fronting Lender shall be liable to such
account party, to the extent of any direct, but not consequential, damages
suffered by such account party that such account party proves were caused by (i) the
Fronting Lender’s willful misconduct or gross negligence (as determined by a
court of competent jurisdiction) in determining whether documents presented
under a Letter of Credit comply with the terms of such Letter of Credit, or (ii) the
Fronting Lender’s willful failure to make lawful payment under any Letter of
Credit after the presentation to it of documentation strictly complying with
the terms and conditions of such Letter of Credit.  In furtherance and not in limitation of the
foregoing, the Fronting Lender may accept documents that appear on their face
to be in order, without responsibility for further investigation.


 


Section 10.21.  No Duty.  All attorneys, accountants, appraisers,
consultants and other professional persons (including the firms or other
entities on behalf of which any


 


16

















 


such
Person may act) retained by Agent or any Lender with respect to the
transactions contemplated by the Loan Documents shall have the right to act
exclusively in the interest of Agent or such Lender, as the case may be, and
shall have no duty of disclosure, duty of loyalty, duty of care, or other duty
or obligation of any type or nature whatsoever to Borrower, any other
Companies, or to any other Person, with respect to any matters within the scope
of such representation or related to their activities in connection with such
representation.  Borrower agrees, on
behalf of itself and its Subsidiaries, not to assert any claim or counterclaim
against any such persons with regard to such matters, all such claims and
counterclaims, now existing or hereafter arising, whether known or unknown,
foreseen or unforeseeable, being hereby waived, released and forever
discharged.


 


16.                                 Amendments to
Schedules.  The Credit
Agreement is hereby amended to delete Schedule 1 (Commitments of
Lenders), Schedule 2 (Guarantors of Payment) and Schedule 6.1
(Corporate Existence; Subsidiaries; Foreign Qualification) therefrom and to
insert in place thereof, respectively, a new Schedule 1, Schedule 2
and Schedule 6.1 in the form of Schedule 1, Schedule 2 and
Schedule 6.1 hereto.


 


17.                                 Reallocation of
Outstanding Amounts. On the Fourth Amendment Effective
Date, the Lenders shall make adjustments among themselves with respect to
the Loans then outstanding and amounts of principal 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 Commitments as set forth
in the revised Schedule 1 hereto.


 


18.                                 Closing
Deliveries. 
Concurrently with the execution of this Amendment, Borrower shall:


 


(a)                                  deliver to
Agent, for delivery to each Lender requesting a Revolving Credit Note, such
Lender’s Revolving Credit Note in the amount specified in Schedule 1
to the Credit Agreement (after giving effect to this Amendment);


 


(b)                                 execute and
deliver to Agent, for its sole benefit, the Fourth Amendment Agent Fee Letter,
and pay to Agent the fees stated therein;


 


(c)                                  execute and
deliver to J.P. Morgan Securities LLC, for its sole benefit, that certain J.P.
Morgan Fee Letter, dated as of the Fourth Amendment Effective Date, and pay to
J.P. Morgan Securities LLC the fees stated therein;


 


(d)                                 execute and
deliver to Agent, for the pro rata benefit of the Lenders, the Fourth Amendment
Closing Fee Letter, and pay to Agent the fees stated therein;


 


(e)                                  deliver to
Agent an officer’s certificate (or comparable domestic documents) certifying
the names of the officers of each Credit Party authorized to sign this
Agreement, together with the true signatures of such officers and (i) certified
copies of the resolutions of the board of directors (or comparable domestic
documents) of such Credit Party evidencing approval of the execution and
delivery of this Agreement, and


 


17

















 


(ii) certified
copies of the Organizational Documents of such Credit Party or confirmation
that such Organizational Documents have not been amended since the Closing
Date;


 


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


 


(g)                                 pay all legal
fees and expenses of Agent in connection with this Amendment and any other Loan
Documents.


 


19.                                 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 Documents of Borrower 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, nor will any
occur immediately after the execution and delivery of this Amendment or by the
performance or observance of any provision hereof; (e) each of the
representations and warranties contained in the Loan Documents is true and
correct in all material respects as of the Fourth Amendment Effective Date as
if made on the Fourth Amendment Effective Date, except to the extent that any
such representation or warranty expressly states that it relates to an earlier
date (in which case such representation or warranty is true and correct in all
material respects as of such earlier date); (f) 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 (g) 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.


 


20.                                 Waiver and
Release.  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 arising out of, or
relating to, the Credit Agreement and the other Loan Documents 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.


 


21.                                 References to
Credit Agreement and Ratification.  Each reference that is made in the Credit
Agreement or any other Related Writing to the Credit Agreement 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 Loan Document.


 


22.                                 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,


 


18

















 


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.


 


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


 


24.                                 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.


 


25.                                 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.]


 


19

















 


JURY
TRIAL WAIVER.  BORROWER,
AGENT AND THE LENDERS, 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, AGENT AND THE LENDERS, 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:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  KEYBANK
  NATIONAL ASSOCIATION,

  
	
   

  	
    as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature
Page


 


1
















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
    as
  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


2

















 


	
   

  	
  THE
  BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

  
	
   

  	
    as
  Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


3

















 


	
   

  	
  U.S.
  BANK, NATIONAL ASSOCIATION,

  
	
   

  	
    as
  Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


4

















 


	
   

  	
  FIFTH
  THIRD BANK,

  
	
   

  	
    as Co-Documentation Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


5

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


6

















 


	
   

  	
  WELLS
  FARGO BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


7

















 


	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


8

















 


SCHEDULE 1


 


COMMITMENTS OF LENDERS


 


	
  LENDERS

  	
   

  	
  COMMITMENT

  PERCENTAGE

  	
   

  	
  REVOLVING

  CREDIT

  COMMITMENT

  AMOUNT

  	
   

  	
  MAXIMUM

  AMOUNT

  	
   

  
	
  KeyBank National Association

  	
   

  	
  19.5

  	
  %

  	
  $

  	
  58,500,000

  	
   

  	
  $

  	
  58,500,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  19.5

  	
  %

  	
  $

  	
  58,500,000

  	
   

  	
  $

  	
  58,500,000

  	
   

  
	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  14.0

  	
  %

  	
  $

  	
  42,000,000

  	
   

  	
  $

  	
  42,000,000

  	
   

  
	
  U.S. Bank, National Association

  	
   

  	
  13.0

  	
  %

  	
  $

  	
  39,000,000

  	
   

  	
  $

  	
  39,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  13.0

  	
  %

  	
  $

  	
  39,000,000

  	
   

  	
  $

  	
  39,000,000

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  9.0

  	
  %

  	
  $

  	
  27,000,000

  	
   

  	
  $

  	
  27,000,000

  	
   

  
	
  Wells Fargo Bank National Association

  	
   

  	
  7.7

  	
  %

  	
  $

  	
  23,000,000

  	
   

  	
  $

  	
  23,000,000

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  4.3

  	
  %

  	
  $

  	
  13,000,000

  	
   

  	
  $

  	
  13,000,000

  	
   

  
	
  Total Commitment Amount

  	
   

  	
  100

  	
  %

  	
  $

  	
  300,000,000

  	
   

  	
  $

  	
  300,000,000

  	
   

  



 


S-1

















 


SCHEDULE 2


 


GUARANTORS OF PAYMENT


 


Cintas
Corporation, a Washington corporation


 


Cintas
Corporation No. 3, a Nevada corporation


 


Cintas
Corp. No. 8, Inc., a Nevada corporation


 


Cintas
Corp. No. 15, Inc., a Nevada corporation


 


Cintas
— RUS, L.P., a Texas limited partnership


 


Cintas
Corporate Services, Inc., an Ohio corporation


 


S-2

















 


GUARANTOR ACKNOWLEDGMENT AND AGREEMENT


 


The
undersigned consent and agree to and acknowledge the terms of the foregoing
Fourth Amendment Agreement dated as of September 27, 2010.  The undersigned further agree that the
obligations of the undersigned pursuant to the Guaranty of Payment executed by
the undersigned are hereby ratified and 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 any kind or nature,
absolute and contingent arising out of, or relating to, the Credit Agreement
and the other Loan Documents, of which the undersigned are aware or should be
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:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  CINTAS
  CORP. NO. 15, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Signature Page to


Guarantor Acknowledgment and
Agreement