Cintas Corp Sample Contracts

Cintas Corp – AMENDED AND RESTATED BY-LAWS CINTAS CORPORATION (August 3rd, 2018)

Unless otherwise designated by resolution of the Board of Directors, the fiscal year of the Corporation shall commence on the 1st day of June of each year.

Cintas Corp – AMENDMENT NO. 1 TO CINTAS CORPORATION 2016 EQUITY AND INCENTIVE COMPENSATION PLAN (January 5th, 2018)

Except as amended by this Amendment, the Plan shall remain in full force and effect. Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the Plan.

Cintas Corp – Cintas Corporation Announces Fiscal 2017 Fourth Quarter Results (July 20th, 2017)

CINCINNATI, July 20, 2017 -- Cintas Corporation (Nasdaq: CTAS) today reported results for its fiscal 2017 fourth quarter and full fiscal year which ended May 31, 2017.

Cintas Corp – G&K SERVICES, INC. 3.73% Amended and Restated Series A Senior Notes due April 15, 2023 3.88% Amended and Restated Series B Senior Notes due April 15, 2025 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of March 21, 2017 (March 21st, 2017)

Reference is hereby made to that certain Note Purchase Agreement dated as of April 15, 2013 (the “Existing Note Purchase Agreement”) between G&K Services, Inc., a Minnesota corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.5, the “Company”), and each of the original purchasers listed on Schedule A thereto under and pursuant to which the Company issued $50,000,000 aggregate principal amount of its 3.73% Series A Senior Notes due April 15, 2023 (the “Existing Series A Notes”) and $50,000,000 aggregate principal amount of its 3.88% Series B Senior Notes due April 15, 2025 (the “Existing Series B Notes”) (the Existing Series A Notes and the Existing Series B Notes, each an “Existing Note” and collectively, the “Existing Notes”). Certain capitalized and other terms used in this Agreement are defined in Schedule B. References to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreemen

Cintas Corp – March 14, 2017 (March 14th, 2017)
Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor and Cintas 3, the “Guarantors”), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor and Cintas 3, the “Guarantors”), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

Cintas Corp – CINTAS CORPORATION NO. 2 $650,000,000 2.900% Senior Notes due 2022 $1,000,000,000 3.700% Senior Notes due 2027 $50,000,000 3.250% Senior Notes due 2022 UNDERWRITING AGREEMENT (March 14th, 2017)
Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor and Cintas 3, the “Guarantors”), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

Cintas Corp – Unaudited Pro Forma Condensed Consolidated Financial Information (March 6th, 2017)

On August 15, 2016, Cintas Corporation (“Cintas”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) among Cintas, G&K Services, Inc. (“G&K Services”) and Bravo Merger Sub, Inc., a wholly owned subsidiary of Cintas (“Merger Sub”), pursuant to which Cintas agreed to acquire G&K Services (the “Acquisition”). Under the terms of the Merger Agreement, G&K Services shareholders will receive $97.50 per share in cash for each outstanding share of common stock held. The parties' obligations to complete the Acquisition are conditioned upon (i) the receipt of regulatory approvals in the United States and Canada and (ii) certain other customary closing conditions.

Cintas Corp – PAGE Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2016 and December 26, 2015 2 Condensed Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2016 and December 26, 2015 3 Condensed Consolidated Balance Sheets as of December 31, 2016 and July 2, 2016 4 Condensed Consolidated Statements of Stockholders' Equity for the six months ended December 31, 2016 5 Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2016 and December 26, 2015 6 Notes to Condensed Consolidated Fina (March 6th, 2017)
Cintas Corp – PAGE REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2 AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF G&K SERVICES, INC.: Consolidated Statements of Operations for the years ended July 2, 2016, June 27, 2015 and June 28, 2014 4 Consolidated Statements of Comprehensive Income for the years ended July 2, 2016, June 27, 2015 and June 28, 2014 5 Consolidated Balance Sheets as of July 2, 2016 and June 27, 2015 6 Consolidated Statements of Stockholders’ Equity for the years ended June 28, 2014, June 27, 2015 and July 2, 2016 7 Consolidated Statements of Cash Flows for the years ended July 2, (March 6th, 2017)

We have audited G&K Services, Inc.’s internal control over financial reporting as of July 2, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). G&K Services, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 8 of this Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

Cintas Corp – CINTAS CORPORATION 2016 EQUITY AND INCENTIVE COMPENSATION PLAN (October 20th, 2016)
Cintas Corp – AMENDED AND RESTATED CREDIT AGREEMENT among CINTAS CORPORATION NO. 2 as Borrower THE LENDERS NAMED HEREIN as Lenders and KEYBANK NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and Issuing Lender KEYBANC CAPITAL MARKETS INC. as Joint Lead Arranger and Joint Book Runner and JPMORGAN CHASE BANK, N.A. as Joint Lead Arranger, Joint Book Runner and Syndication Agent THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. FIFTH THIRD BANK PNC BANK, NATIONAL ASSOCIATION WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents dated as of September 16, 2016 (September 22nd, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this “Agreement”) is made effective as of the 16th day of September, 2016, among:

Cintas Corp – AGREEMENT AND PLAN OF MERGER Among CINTAS CORPORATION, BRAVO MERGER SUB, INC. and G&K SERVICES, INC. Dated as of August 15, 2016 (August 16th, 2016)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 15, 2016, among G&K Services, Inc., a Minnesota corporation (the “Company”), Cintas Corporation, a Washington corporation (“Parent”), and Bravo Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”).  The Company, Parent and Merger Sub may be referred to herein individually as a “party” and collectively as the “parties”.

Cintas Corp – SEVENTH AMENDMENT AGREEMENT (June 28th, 2016)

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 Three Hundred Million Dollars ($300,000,000), 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”);

Cintas Corp – SECURITIES PURCHASE AGREEMENT (October 1st, 2015)

Securities Purchase Agreement dated July 15, 2015 among CC Shredding Holdco LLC, a limited liability company formed under the Laws of the State of Delaware (“CC Shredding”), CC Dutch Shredding Holdco BV, a company formed under the Laws of the Netherlands (“CC Dutch Shredding”), Birch Hill Equity Partners Management Inc., a corporation incorporated under the Laws of the Province of Ontario (“BHEPMI”), in its own capacity and in its capacity as the Vendors’ Representative, Shred-it International Inc., a corporation incorporated under the Laws of the Province of Ontario (“SII GP”), the Persons listed on Appendix A (the “Funds”), the Persons listed on Appendix B (the “Co‑Investors”), the individuals listed on Appendix C (the “Management Shareholders”), the individuals listed on Appendix E (the “Option Participants”), Shred-it JV LP, a limited partnership formed under the Laws of the Province of Ontario (“Shred-it”), Boost GP Corp., a corporation incorporated under the Laws of the Province

Cintas Corp – Cintas Corporation Announces Fiscal 2015 Third Quarter Results (March 18th, 2015)

CINCINNATI, March 18, 2015 -- Cintas Corporation (Nasdaq: CTAS) today reported revenue for its third quarter ended February 28, 2015, of $1.11 billion, which represented organic growth of 7.5%. Organic growth adjusts for the impacts of acquisitions, foreign currency and the contribution of the Document Shredding business to Shred-it International Inc. (“Shred-it”). Fiscal 2015 third quarter revenue was approximately the same total as last year’s third quarter. This year’s third quarter revenue does not include any Document Shredding revenue as a result of the transaction with Shred-it (the “Shred-it Transaction”) that closed on April 30, 2014, whereas last year’s third quarter does.

Cintas Corp – Cintas Corporation Announces Fiscal 2015 Second Quarter Results (December 18th, 2014)

CINCINNATI, December 18, 2014 -- Cintas Corporation (Nasdaq: CTAS) today reported revenue for its second quarter ended November 30, 2014, of $1.12 billion, which was approximately the same total as last year’s second quarter. This year’s second quarter revenue does not include any Document Shredding revenue as a result of the transaction with Shred-it International Inc. (the “Shred-it Transaction”) that closed on April 30, 2014, whereas last year’s second quarter does. Organic growth, which adjusts for the impacts of acquisitions, foreign currency and the Shred-it Transaction, was 7.2%.

Cintas Corp – AMENDMENT NO. 4 TO CINTAS CORPORATION 2005 EQUITY COMPENSATION PLAN (October 22nd, 2014)
Cintas Corp – SIXTH AMENDMENT AGREEMENT (May 30th, 2014)

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 Three Hundred Million Dollars ($300,000,000), 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”);

Cintas Corp – SHRED-IT INTERNATIONAL INC. as Shred-it and CINTAS CORPORATION NO. 2 as Cintas and BOOST JV LP as JV Entity and BOOST HOLDINGS LP as Shred-it Holdco Entity and CC SHREDDING HOLDCO LLC as Cintas Holdco Entity and CC DUTCH SHREDDING HOLDCO BV as New Dutch BV and BOOST GP CORP. as GP Co. JOINT VENTURE FRAMEWORK AGREEMENT March 18, 2014 (March 19th, 2014)
Cintas Corp – CINTAS CORPORATION MANAGEMENT INCENTIVE PLAN (October 23rd, 2013)
Cintas Corp – AMENDMENT NO. 3 TO CINTAS CORPORATION 2005 EQUITY COMPENSATION PLAN (October 23rd, 2013)

With respect to a Performance Award to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code (a “Qualified Performance-Based Award”), each such Performance Objective shall define in an objective manner the extent to which the Performance Objective for a Plan Year has been achieved. With respect to Qualified Performance-Based Awards, the Committee may provide that any Performance Objective may include or exclude objectivity determinable adjustments. With respect to Qualified Performance-Based Awards, to the extent such adjustments apply to a Performance Objective, they shall be prescribed in a form and at a time that meets the requirements of Section 162(m) of the Code.

Cintas Corp – AMENDMENT NO. 2 TO CINTAS CORPORATION 2005 EQUITY COMPENSATION PLAN (July 27th, 2012)
Cintas Corp – CINTAS CORPORATION RESTRICTED STOCK AGREEMENT (July 27th, 2012)

AGREEMENT made this          day of                           ,       20         between CINTAS CORPORATION, a Washington corporation, (“Cintas” or the “Company”) and                                            (“Participant”).  Hereinafter this Restricted Stock Agreement referred to as the “Agreement.”

Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (June 8th, 2012)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), Cintas Corp. No. 8, Inc., a Nevada corporation (“Cintas 8”), Cintas Corp. No. 15, Inc., a Nevada corporation (“Cintas 15”), Cintas-RUS, L.P., a Texas limited partnership (“Cintas-RUS”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor,

Cintas Corp – LIONEL SAWYER & COLLINS ATTORNEYS AT LAW (June 8th, 2012)

We have acted special Nevada counsel for Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), Cintas Corporation No. 8, a Nevada corporation (“Cintas 8”), and Cintas Corporation No. 15, a Nevada corporation (“Cintas 15” and together with Cintas 3 and Cintas 8, the “Guarantors”), in connection with the offering by the Company of $250,000,000 aggregate principal amount of 3.25% Senior Notes due 2022 (collectively, the “Notes”), which Notes will be guaranteed by the Guarantors (the “Guarantees”), as contemplated by a prospectus filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, with the Securities and Exchange Commission (the “Commission”), on July 31, 2009, as such prospectus has been supplemented by the Prospectus Supplement filed June 5, 2012 (Registration No. 333-160926), with the Commission.

Cintas Corp – CINTAS CORPORATION NO. 2 $250,000,000 3.25% Senior Notes due 2022 UNDERWRITING AGREEMENT (June 8th, 2012)
Cintas Corp – FIFTH AMENDMENT AGREEMENT (October 11th, 2011)

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 Three Hundred Million Dollars ($300,000,000), 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”);

Cintas Corp – AMENDMENT NO. 1 TO 2005 EQUITY COMPENSATION PLAN (July 29th, 2011)

This Amendment No. 1 to 2005 Equity Compensation Plan (the “Plan”) of Cintas Corporation (the “Company”) is made effective as of the 20th day of October, 2009.

Cintas Corp – CINTAS CORPORATION RESTRICTED STOCK AGREEMENT (July 29th, 2011)

AGREEMENT made this      day of                           , 20     between CINTAS CORPORATION, a Washington corporation, (“Cintas” or the “Company”) and                                   (“Participant”).  Hereinafter this Restricted Stock Agreement referred to as the “Agreement”.

Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (May 23rd, 2011)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), Cintas Corp. No. 8, Inc., a Nevada corporation (“Cintas 8”), Cintas Corp. No. 15, Inc., a Nevada corporation (“Cintas 15”), Cintas-RUS, L.P., a Texas limited partnership (“Cintas-RUS”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor,

Cintas Corp – CINTAS CORPORATION NO. 2 OFFICERS’ CERTIFICATE (May 23rd, 2011)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the “Base Indenture”), by and among Cintas Corporation No. 2, a Nevada corporation (the “Company”), Cintas Corporation, a Washington corporation (the “Parent Guarantor”), Cintas Corporation No. 3, a Nevada corporation (“Cintas 3”), Cintas Corp. No. 8, Inc., a Nevada corporation (“Cintas 8”), Cintas Corp. No. 15, Inc., a Nevada corporation (“Cintas 15”), Cintas-RUS, L.P., a Texas limited partnership (“Cintas-RUS”), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation (“Cintas Services” and, collectively with the Parent Guarantor,

Cintas Corp – CINTAS CORPORATION NO. 2 $250,000,000 2.85% Senior Notes due 2016 $250,000,000 4.30% Senior Notes due 2021 UNDERWRITING AGREEMENT (May 23rd, 2011)