exv10w1



 





EXHIBIT 10.1




AMENDMENT NO. 1




TO




AMENDED AND RESTATED CREDIT AGREEMENT




     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered
into as of May 30 2007, in connection with the Amended and Restated Credit Agreement dated as of
August 31, 2005 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) by and among G&K Services, Inc. (the “Domestic Borrower”), G&K Services
Canada Inc. (the “Canadian Borrower”, and together with the Domestic Borrower, the
“Borrowers”), the financial institutions party thereto, as lenders (the “Lenders”),
and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative
Agent”). Each capitalized term used herein and not defined herein shall have the meaning
ascribed thereto in the Credit Agreement.



WITNESSETH




     WHEREAS, the Borrowers wish to amend the Credit Agreement in certain respects and the Lenders
and the Administrative Agent are willing to amend the Credit Agreement pursuant to the terms of
this Amendment;



     NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Borrowers, the Lenders and the Administrative Agent agree as follows.



     1. Amendments to Credit Agreement. Subject to the satisfaction of the conditions
precedent set forth in Section 2 below, the Borrowers, the Lenders and the Administrative
Agent agree that the Credit Agreement is hereby amended as follows:



     1.1 Section 10.3 of the Credit Agreement is hereby amended in its entirety as follows:



     Section 10.3 Net Worth. At any time, permit Net Worth to be less than the
sum of (a) $278,057,000 plus (b) thirty-five percent (35%) of Net Income (if
positive) for each fiscal year ending on or after June 29, 2007.



     1.2 Section 11.6(c) of the Credit Agreement is hereby amended in its entirety as
follows:



     (c) the Domestic Borrower may pay cash dividends on its capital stock or repurchase
its capital stock at any time so long as no Default or Event of Default is then
outstanding or would result therefrom.



 









 





     2. Conditions to Effectiveness. This Amendment shall not become effective
unless:



     2.1 the Administrative Agent shall have received counterparts of this Amendment executed by
each Borrower, the Administrative Agent and the Required Lenders;



     2.2 the Administrative Agent shall have received an Affirmation of Guarantees in substantially
the form attached hereto as Exhibit A.



     3. Representations and Warranties of Each Borrower. Each Borrower represents and
warrants as follows:



     3.1 Such Borrower has the legal power and authority to execute and deliver this Amendment and
the officers of such Borrower executing this Amendment have been duly authorized to execute and
deliver the same and bind such Borrower with respect to the provisions hereof.



     3.2 This Amendment and the Credit Agreement as previously executed and as amended hereby
constitute legal, valid and binding obligations of such Borrower, enforceable against it in
accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditor’s rights generally).



     3.3 Such Borrower hereby reaffirms all covenants, representations and warranties made in the
Credit Agreement and the other Loan Documents and agrees and confirms that all such representations
and warranties are true and correct in all material respects as of the date of this Amendment
except for changes thereto reflecting events, conditions or transactions permitted or not
prohibited by the Credit Agreement or the other Loan Documents; provided, that the words
“in all material respects” in this Section 3.3 shall, as to any representation or warranty that
contains a materiality standard, operate without duplication of such standard.



     3.4 Such Borrower has caused to be conducted a thorough review of the terms of the Credit
Agreement and the other Loan Documents and such Borrower’s and its Subsidiaries’ operations since
the Closing Date and, as of the date hereof, there are no Defaults or Events of Default thereunder.



     4. Reference to the Effect on the Credit Agreement.



     4.1 Upon the effectiveness of this Amendment pursuant to Section 2 above, on and after
the date hereof, each reference in the Credit Agreement to “this Credit Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement as
modified hereby.



     4.2 Except as specifically waived or modified above, the Credit Agreement and all other
documents, instruments and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect, and are hereby ratified and confirmed.



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     4.3 The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power of remedy of the Administrative Agent or
the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other
documents, instruments and agreements executed and/or delivered in connection therewith.



     5. Costs and Expenses. The Borrowers jointly and severally agree to pay all
reasonable costs, fees and out-of-pocket expenses (including reasonable attorneys’ fees and
expenses charged to the Administrative Agent) incurred by the Administrative Agent in connection
with the preparation, arrangement, execution and enforcement of this Amendment.



     6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED IN ACCORDANCE
WITH THE INTERNAL LAWS, AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS, OF THE STATE OF NEW YORK.



     7. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose.



     8. Counterparts. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties hereto may execute this
Amendment by signing any such counterpart. A facsimile signature page hereto sent to the
Administrative Agent or the Administrative Agent’s counsel shall be effective as a counterpart
signature provided each party executing such a facsimile counterpart agrees, if requested, to
deliver originals thereof to the Administrative Agent.



     9. No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Amendment, the Credit Agreement and the other Loan Documents. In
the event an ambiguity or question of intent or interpretation arises, this Amendment, the Credit
Agreement and the other Loan Documents shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Amendment, the Credit Agreement or any of the
other Loan Documents.



The remainder of this page is intentionally blank.




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by
their duly authorized officers, all as of the day and year first written above.



	 	 	 	 	 
	 	DOMESTIC BORROWER:



G&K SERVICES, INC., as Domestic Borrower

 	 
	 	By       /s/ Glenn L. Stolt
 	 
	 	Name:  	Glenn L. Stolt 	 
	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	CANADIAN BORROWER:





G&K SERVICES CANADA INC., as Canadian Borrower

 	 
	 	By   /s/ Glenn L. Stolt
 	 
	 	Name:  	Glenn L. Stolt 	 
	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as
Administrative Agent and Lender

 	 
	 	By    /s/ Suzanne Ergastolo
 	 
	 	Name:  	Suzanne Ergastolo 	 
	 	Title:  	Vice President 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and Lender

 	 
	 	By    /s/ Michael J. McGroarty
 	 
	 	Name:  	Michael J. McGroarty 	 
	 	Title:  	Vice President 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Lender

 	 
	 	By     /s/ Charles R. Dickerson
 	 
	 	Name:  	Charles R. Dickerson 	 
	 	Title:  	Managing Director 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	HARRIS, N.A., as Lender

 	 
	 	By /s/ Kathleen Collins
 	 
	 	Name:  Kathleen Collins
	 	Title:  Director	 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	SUNTRUST BANK, as Lender

 	 
	 	By    /s/ William Humphries
 	 
	 	Name:  	William Humphries 	 
	 	Title:  	Managing Director 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement






 









 








	 	 	 	 	 
	 	BANK OF TOKYO-MITSUBISHI, LTD.,

Chicago Branch, as Lender

 	 
	 	By /s/ Matthew A. Ross
 	 
	 	Name:  	Matthew A. Ross 	 
	 	Title:  	Vice President and Treasurer 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Lender

 	 
	 	By /s/ Peter I. Bystol
 	 
	 	Name:  Peter I. Bystol
	 	Title:  Assistant Vice President
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	COMERICA BANK, as Lender

 	 
	 	By    /s/ Timothy O’Rourke
 	 
	 	Name:  	Timothy O’Rourke 	 
	 	Title:  	Vice President 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement




 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as Lender

 	 
	 	By
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	REGIONS BANK,

as Lender

 	 
	 	By  /s/ Jay Ingram
 	 
	 	Name:  	Jay Ingram 	 
	 	Title:  	Vice President 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender

 	 
	 	By: /s/ John G. Taylor
 	 
	 	 	Name:  John G. Taylor
	 	 	Title:  Director
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement






 









 








	 	 	 	 	 
	 	BANK HAPOALIM B.M., as Lender

 	 
	 	By:  	/s/ Marc Bosc
 	 
	 	 	Name:  	Marc Bosc 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                     /s/ Lenroy Hackett
 	 
	 	 	Name:  	Lenroy Hackett 	 
	 	 	Title:  	First Vice President 	 
	 



Signature Page to

Amendment No. 1 to Amended and Restated Credit Agreement





 









 








EXHIBIT A

AFFIRMATION OF GUARANTEES

[Filed separately]