Exhibit 10.4


 


THIRD AMENDMENT AGREEMENT


 


This
THIRD AMENDMENT AGREEMENT (this “Amendment”) is made as of the 31st day of May, 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 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,
unless otherwise specifically provided herein, the provisions of the Credit
Agreement revised herein are amended effective as of the date of this
Amendment; and


 


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;


 


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
Conditions to Each Credit Event.  Section 4.1 of the Credit Agreement is
hereby amended to delete subsection (iii) therefrom and to insert in place
thereof the following:


 


(iii)                               each of the
representations and warranties contained in Article VI hereof (other than
the representations and warranties set forth in Sections 6.4, 6.7, 6.8, 6.12
and 6.14 hereof) shall be true in all material respects as if made on and as of
the date of such Credit Event, except to the extent that any thereof expressly
relate to an earlier date.


 


2.                                      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.


 


3.                                      Exercise of
Accordion.  Effective
as of May 30, 2007, Borrower exercised the accordion feature set forth in Section 2.9(b) of
the Credit Agreement and thereby the Total Commitment Amount was increased from
Four Hundred Million Dollars ($400,000,000) to Six Hundred Million Dollars
($600,000,000).  Attached hereto is the Schedule
1 of the Credit Agreement as in effect commencing on May 30, 2007.


 


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 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.


 


2

















 


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.]


 


3

















 


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


 


1

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


2

















 


	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NATIONAL
  CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature Page


 


3

















 


ACKNOWLEDGMENT AND AGREEMENT


 


The
undersigned consent and agree to and acknowledge the terms of the foregoing
Third Amendment Agreement dated as of May 31, 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


 


1

















 


	
  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:

  	
   

  



 


Signature Page


 


2

















 


SCHEDULE 1


 


	
  LENDERS

  	
   

  	
  COMMITMENT

  PERCENTAGE

  	
   

  	
  REVOLVING

  CREDIT

  COMMITMENT

  AMOUNT

  	
   

  	
  MAXIMUM AMOUNT

  	
   

  
	
  KeyBank National Association

  	
   

  	
  19.50

  	
  %

  	
  $

  	
  117,000,000

  	
   

  	
  $

  	
  117,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  19.50

  	
  %

  	
  $

  	
  117,000,000

  	
   

  	
  $

  	
  117,000,000

  	
   

  
	
  The Bank of Tokyo-Mitsubishi UFJ, Ltd.

  	
   

  	
  14.00

  	
  %

  	
  $

  	
  84,000,000

  	
   

  	
  $

  	
  84,000,000

  	
   

  
	
  Fifth Third Bank

  	
   

  	
  13.00

  	
  %

  	
  $

  	
  78,000,000

  	
   

  	
  $

  	
  78,000,000

  	
   

  
	
  US Bank National Association

  	
   

  	
  13.00

  	
  %

  	
  $

  	
  78,000,000

  	
   

  	
  $

  	
  78,000,000

  	
   

  
	
  Wells Fargo Bank National Association

  	
   

  	
  7.67

  	
  %

  	
  $

  	
  46,000,000

  	
   

  	
  $

  	
  46,000,000

  	
   

  
	
  PNC Bank, National Association

  	
   

  	
  6.50

  	
  %

  	
  $

  	
  39,000,000

  	
   

  	
  $

  	
  39,000,000

  	
   

  
	
  The Northern Trust Company

  	
   

  	
  4.33

  	
  %

  	
  $

  	
  26,000,000

  	
   

  	
  $

  	
  26,000,000

  	
   

  
	
  National City Bank

  	
   

  	
  2.50

  	
  %

  	
  $

  	
  15,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  
	
  Total Commitment Amount

  	
   

  	
  100

  	
  %

  	
  $

  	
  600,000,000

  	
   

  	
  $

  	
  600,000,000

  	
   

  



 


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