Exhibit
10.3
UNIFIRST CORPORATION AND
SUBSIDIARIES
Modification No. 2
Dated as of March 22,
2006
to
Amended and Restated Revolving Credit
Agreement
Dated as of June 14,
2004
MODIFICATION NO. 2
(“Modification No. 2”), dated as of March 22, 2006, to
the Amended and Restated Revolving Credit Agreement, dated as of
June 14, 2004 (as amended from time to time, the
“Agreement”), by and among UNIFIRST CORPORATION,
UNITECH SERVICES GROUP, INC., UNIFIRST CANADA LTD., UNIFIRST
HOLDINGS, L.P., UONE CORPORATION, UTWO CORPORATION, UR CORPORATION,
RC AIR, LLC, UNIFIRST-FIRST AID CORPORATION, (collectively, the
“Borrowers”), BANK OF AMERICA, N.A., WACHOVIA BANK,
NATIONAL ASSOCIATION, JP MORGAN CHASE BANK, SOVEREIGN BANK,
BANKNORTH, N.A., CITIZENS BANK OF MASSACHUSETTS (collectively, the
“Banks”), BANK OF AMERICA, N.A., in the capacity of
Administrative Agent for the Banks (the “Administrative
Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION in the capacity
of Syndication Agent, JP MORGAN CHASE BANK and SOVEREIGN BANK, in
the capacity of Co-Documentation Agents, and BANC OF AMERICA
SECURITIES LLC, in the capacity of Arranger.
W I T N E S S E T H
:
WHEREAS, the Borrowers, the
Administrative Agent and the Banks have entered into the Agreement
pursuant to which the Banks have, on the terms and subject to the
conditions stated therein, made certain loans to the Borrowers as
contemplated thereby; and
WHEREAS, the Borrowers, the
Administrative Agent and the Banks desire to amend the Agreement on
the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1.
Definitions
All capitalized terms used herein
which are defined in the Agreement shall have the same meanings
herein as therein, except as otherwise specifically provided
herein.
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Section 2. Modification of the
Agreement
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Upon the terms and subject to the
conditions of this Modification No. 2, Section 5.8(iii) of the
Agreement is amended as follows: (i) by deleting therefrom the
reference to: “$25,000,000”, and by inserting in place
thereof the following: “$75,000,000”; and (ii) by
deleting therefrom the reference to: “$15,000,000” and
by inserting in place t
