Exhibit 10.1


    
      

    

    Exhibit
      10.1

    
 

    SECOND
      AMENDMENT TO

    SECOND
      AMENDED AND RESTATED LOAN AGREEMENT 

    


    This
      SECOND AMENDMENT TO SECOND AMENDED
      AND RESTATED LOAN AGREEMENT (this “Agreement”) entered into and effective as of
      April 5, 2007, by and among Angelica Corporation, a Missouri corporation
      (“Borrower”), LaSalle Bank National Association (“LaSalle”), as Administrative
      Agent (“Administrative Agent”), and LaSalle and the other lenders listed on the
      signature page hereto (the “Lenders”). 

    


    Recitals:

    


    
      	
              A.

            	
              Borrower,
                Administrative Agent and Lenders are party to that Second Amended
                and
                Restated Loan Agreement dated as of November 30, 2005, and as amended
                by
                that certain First Amendment to Second Amended and Restated Loan
                Agreement
                dated as of July 28, 2006 (as amended from time to time, the “Original
                Loan Agreement”).

            
	 	 
	
              B.

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

            


    

    


    


    Agreement

    


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

    


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

    


    2.
      Effectiveness of Agreement.
      This
      Agreement shall become effective as of the date first written above, but only
      if
      this Agreement has been executed by Borrower, Administrative Agent and the
      Lenders, and only if all of the documents listed on Exhibit A to this Agreement
      have been delivered and, as applicable, executed, sealed, attested,
      acknowledged, certified, or authenticated, each in form and substance
      satisfactory to Administrative Agent and the Lenders. 

    


    3.
      Consent.
      For all
      periods prior to the date of this Agreement, the Administrative Agent and the
      Lenders hereby consent to the following being added to EBITDA: for the period
      for which EBITDA is being calculated, non-cash charges of any share-based
      compensation awards, to the extent such non-cash charges were expensed in
      accordance with SFAS 123R or are required to be shown as an expense in any
      financial statements for periods prior to the effective date of SFAS
      123R.

    


    4.
      Reduction
      of Aggregate Revolving Commitment.
      Borrower
      has previously provided written notice to the Administrative Agent and the
      Lenders that it desires to reduce the Aggregate Revolving Loan Commitment by
      Twenty Five Million Dollars ($25,000,000) from One Hundred Fifty Million Dollars
      ($150,000,000) to One Hundred and Twenty Five Million Dollars ($125,000,000).
      The Borrower, the Administrative Agent and the Lenders hereby agree that,
      effective on the date hereof, the Aggregate Revolving Loan Commitment shall
      be
      One Hundred and Twenty Five Million Dollars 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ($125,000,000),
      and each Lender’s Revolving Loan Commitment shall be automatically reduced by
      such Lender’s pro-rata share of the reduction of the Aggregate Revolving Loan
      Commitment. Borrower shall pay to the Administrative Agent on the date hereof
      any payment on the Aggregate Revolving Loan required as a consequence of the
      foregoing reduction, including, principal, interest and LIBOR breakage fees
      (if
      any). 

    


    
      	
              5.

            	
              Amendments.  

            


    

    


    5.1.  Base
      Rate Revolving Margins and LIBOR Revolving
      Margins.  Effective
      on the date of this Agreement, the table in Section 4.6 of the Original Loan
      Agreement is deleted in its entirety and replaced with the
      following:

    


    
      	
              “If
                the ratio of

              Borrower’s
                Funded

              Indebtedness
                to

              EBITDA
                (for the four

              fiscal
                quarter period of

              Borrower
                most recently

              ended)
                is

            	
              LIBOR

              Revolving

              Margin

            	
              Base
                Rate

              Revolving

              Margin

            	
              Unused

              Fee
                Rate

            	
              Reference

              Level

            
	
              greater
                than or equal to 3.00 to 1.00 but less than 3.50 to 1.00

            	
              2.000%

            	
              0.000%

            	
              0.250%

            	
              III

            
	
              greater
                than or equal to 2.50 to 1.00 but less than 3.00 to 1.00

            	
              1.750%

            	
              0.000%

            	
              0.250%

            	
              II

            
	
              less
                than 2.50 to 1.00

            	
              1.500%

            	
              0.000%

            	
              0.250%

            	
              I”

            


    

    


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

    


    “EBITDA
      means,
      with respect to any fiscal period of Borrower, the consolidated Net Income
      of
      the Borrower and its Subsidiaries for such fiscal period, as determined in
      accordance with GAAP and reported on the Financial Statements for such period,
      plus,
      only to
      the extent deducted from Net Income in accordance with GAAP (i) without
      duplication, the sum of (A) Interest Expense in such period,
      (B) income tax expense accrued for in such period, (C) amortization of
      goodwill and other intangible assets and depreciation expense taken or accrued
      for in such period, (D) any extraordinary non-cash loss in such period
      whether incurred or accrued for, (E) any losses from discontinued
      operations, (F)  non-cash charges for the impairment or disposal of long
      lived assets, goodwill, and other intangible assets, (G) solely for purposes
      of
      Section 14.2 and Section 14.3 of this Agreement (and for no other purpose,
      including, without limitations, the calculations in Section 4.6 and Section
      5.1
      of this Agreement), the Special Additions, and (H) non-cash charges of any
      share-based compensation awards, to the extent such non-cash charges were
      expensed during such period in accordance with SFAS 123R or are required to
      be
      shown as an expense in any financial statements for periods prior to the
      effective date of SFAS 123R, minus
      (ii) the sum of, without duplication, (A) any extraordinary
      income/gain in such period whether incurred or accrued for, and (B) any
      income from discontinued operations.”

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.3.
      Maximum
      Ratio of Funded Indebtedness to EBITDA.  Effective
      on the date of this Agreement, the table in Section 14.3 of the Original Loan
      Agreement is deleted in its entirety and replaced with the
      following:

    


    
      	
              “Four
                fiscal quarter period ended on or

              most
                recently before the following dates:

            	
              Maximum
                Ratio of Funded

              Indebtedness
                to EBITDA

            
	
              April
                30, 2007, and each July 31, October 31,

              January
                31 and April 30 thereafter

            	
              3.50:1.00”

            


    

    


    5.4. Exhibit
      3.  Effective
      on the date of this Agreement, Exhibit 3 to the Original Loan Agreement is
      deleted and replaced with the Exhibit 3 attached hereto.

    


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

    


    7. Representations
      and Warranties of Borrower.  Borrower
      hereby represents and warrants to Administrative Agent and the Lenders that
      (i)
      Borrower’s execution, delivery and performance of this Agreement has been duly
      authorized by all requisite action of Borrower, (ii) no consents are necessary
      from any third parties for Borrower’s execution, delivery or performance of this
      Agreement, (iii) this Agreement, the Loan Agreement, and each of the other
      Loan
      Documents, constitute the legal, valid and binding obligations of Borrower
      enforceable against Borrower in accordance with their terms, except to the
      extent that the enforceability thereof against Borrower may be limited by
      bankruptcy, insolvency or other laws affecting the enforceability of creditors
      rights generally or by equity principles of general application, (iv) except
      as
      disclosed on the supplemental disclosure schedule attached hereto as Exhibit
      B,
      all of the representations and warranties contained in Section 10 of the Loan
      Agreement are true and correct with the same force and effect as if made on
      and
      as of the date of this Agreement, (v) after giving effect to this Agreement,
      there is no Existing Default, (vi) since the Effective Date, except for
      amendments to the Borrower's bylaws (a) setting the date of the Borrower's
      annual meeting, and (b) allowing Borrower to issue uncertificated shares of
      stock so as to be eligible to participate in the Direct Registration System
      as
      required by Securities and Exchange Commission rules, there have been no change
      or modification to the Charter Documents of Borrower or any other Covered
      Person, (vii) since the date of the Initial Financial Statements, there has
      been
      no change in the financial condition or business operations of Borrower or
      any
      other Covered Person which could reasonably be expected to result in a Material
      Adverse Effect, (viii) there are no proceedings of any kind, pending or
      threatened against Borrower or any other Covered Person, which could reasonably
      be expected to result in a Material Adverse Effect, and (ix) there are no
      Security Interests with respect to the Borrower or its assets, except for
      Permitted Security Interests.

    


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

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    UNLESS
      YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH
      US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR
      COLLATERAL. THIS 

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


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

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

    


    
       

       
        ANGELICA CORPORATION, a Missouri corporation, as Borrower

      
      

      	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President & Chief Financial Officer

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              LASALLE
                BANK NATIONAL ASSOCIATION,

            
	
              as
                Administrative Agent and a Lender

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                Margaret C. Dierkes

            	
               

            
	
              Name:
                 Margaret C. Dierkes

              Title:  
                First Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              WELLS
                FARGO BANK, N.A., a Lender

            	
               

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                Beth A. Tiffin

            	
               

            
	
              Name: 
                 Beth A. Tiffin

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              UMB
                BANK, NATIONAL ASSOCIATION, a Lender

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                Cecil G. Wood

            	
               

            
	
              Name:  
                Cecil G. Wood

              Title:  
                Executive Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              REGIONS
                BANK, a Lender

            	
               

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                Daniel R. Kraus

            	
               

            
	
              Name:  
                Daniel R. Kraus

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              NATIONAL
                CITY BANK, N.A. formerly known as National City

              Bank
                of the Midwest, a Lender

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                S. Farris Tzinberg

            	
               

            
	
              Name:  
                S. Farris Tzinberg

              Title:  
                Vice President

            	
               

            
	
               

            


       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
      

      	
              ACKNOWLEDGED
                AND AGREED TO AS OF April __, 2007:

            
	
               

            	
               

            	
               

            
	
              ANGELICA
                TEXTILE SERVICES, INC., a New York corporation

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              ANGELICA
                TEXTILE SERVICES, INC., a California corporation

            	
               

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:
                James Shaffer

              Title:
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              SOUTHERN
                SERVICE COMPANY, a California corporation

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              ANGELICA
                REALTY CO., a California corporation

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              THE
                SURGIPACK CORPORATION, a Massachusetts corporation 
                

            
	 	 	 
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President

            	
               

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            
	
              ROYAL
                INSTITUTIONAL SERVICES, INC., a Massachusetts
                corporation

            
	
               

            	
               

            	
               

            
	
               
                By:

            	
              /s/
                James W. Shaffer

            	
               

            
	
              Name:  
                James Shaffer

              Title:  
                Vice President

            	
               

            
	
               

            
	
            	
            	
            	
            


       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    Exhibit
      A

    


    Documents
      and Requirements

    


    


    


    
      	
              1.

            	
              Second
                Amendment to Second Amended and Restated Loan
                Agreement.

            


    

    


    


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Exhibit
      B

    


    Disclosure
      Schedule (Supplemental)

    Section
      10.35 of the Disclosure Schedule (Real Property) is further amended by deleting
      the following real property which was sold by Borrower:

    


    Rosedale1 

    650
      Rosedale Ave.

    St.
      Louis, MO

    (Real
      Estate)

    


    1
      Subject
      to long-term lease to Bi-State Development Agency

    


    


    Section
      10.37 of the Disclosure Schedule (Chief Place of Business; Locations of
      Collateral) is amended as follows:

    


    
      	 	
              10.37.1

            	
              Location
                of chief executive office and principal places of business is amended
                to
                read as follows solely to reflect the change in the street name of
                Borrower’s Alpharetta, Georgia
                location:

            


    

    


    424
      S.
      Woods Mill Road

    Suite
      300

    Chesterfield,
      MO 63017

    


    1105
      Lakewood Parkway, Suite 210

    Alpharetta,
      GA 30004

    


    
      	 	
              10.37.2

            	
              Location
                of books and records is amended to read as follows solely to reflect
                the
                change in the street name of Borrower’s Alpharetta, Georgia
                location:

            


    

    


    424
      S.
      Woods Mill Road

    Suite
      300

    Chesterfield,
      MO 63017

    


    1105
      Lakewood Parkway, Suite 210

    Alpharetta,
      GA 30004

    


    
      	 	
              10.37.3

            	
              Location
                of Collateral is further amended by deleting the following location
                

            


    

    which
      was
      sold by Borrower:

    


    Rosedale1

    650
      Rosedale Ave.

    St.
      Louis, MO

    (Real
      Estate)

    


    

       

      


       

        
          

        

      

       

      1
        Subject
        to long-term lease to Bi-State Development Agency 



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    EXHIBIT
      3

     

    LENDERS’
      COMMITMENTS AND PRO-RATA SHARES

     

    
      	
              LENDER

            	
              TOTALS

            	
              REVOLVING
                LOAN COMMITMENT

            	
              PRO-RATA
                SHARES

            
	
              LaSalle
                Bank

              National

              Association

            	
              $39,583,333.34 
                

            	
              $39,583,333.34 
                

            	
              31.666666667% 
                

            
	
              Wells
                Fargo

              Bank,
                N.A.

            	
              $27,083,333.34 
                

            	
              $27,083,333.34 
                

            	
              21.666666667% 
                

            
	
              UMB
                Bank,

              National

              Association

            	
              $24,166,666.66 
                

            	
              $24,166,666.66 
                

            	
              19.333333333% 
                

            
	
              Regions
                Bank

            	
              $19,166,666.66 
                

            	
              $19,166,666.66 
                

            	
              15.333333333% 
                

            
	
              National
                City

              Bank,
                N.A.

            	
              $15,000,000.00 
                

            	
              $15,000,000.00 
                

            	
              12.000000000% 
                

            
	 	 	 	 
	
              AGGREGATES

            	
              $125,000,000.00 
                

            	
              $125,000,000.00 
                

            	
              100.000000000% 
                

            


    

    


    


    
      
        
        

      

      
        10