8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                      May 23, 2007                     

G&K Services, Inc.

(Exact Name of Registrant as Specified in Charter)

Minnesota	0-4063	41-0449530
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5995 Opus Parkway, Minnetonka, MN		55343
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code		(952) 912-5500
n/a
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

In connection with the share repurchase program discussed below, on May 30, 2007, G&K Services, Inc. and various of its subsidiaries entered into Amendment No. 1 to that certain Amended and Restated Credit Agreement, dated as of August 31, 2005, with the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent. A copy of such amendment is filed herewith as Exhibit 10.1. The purpose of the amendment is to amend G&K Services’ Net Worth (as defined therein) test and to allow G&K Services to pay cash dividends on its capital stock or repurchase its capital stock at any time so long as no default or event of default under the credit agreement is then outstanding or would result therefrom. In connection with such amendment, G&K Services and various of its subsidiaries also affirmed certain guaranties previously given in connection with the credit agreement. A copy of the Affirmation of Guaranties is filed herewith as Exhibit 10.2.

Item 8.01. Other Events.

On May 23, 2007, the Board of Directors of G&K Services, Inc. approved a repurchase of up to $100 million of the company’s common stock. Today G&K Services issued a press release announcing this repurchase program, a copy of which is furnished as Exhibit 99.1 hereto.

G&K Services plans to repurchase shares from time to time in open market, privately negotiated or other transactions in accordance with applicable federal securities laws. The timing and the amount of the repurchases will be determined by the company’s management based on its evaluation of market conditions, share price and other factors.

The information in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits

      10.1. Amendment No. 1 to Amended and Restated Credit Agreement, dated as of May 30, 2007, by and among G&K Services, Inc., G&K Services Canada Inc., the financial institutions party thereto, as lenders, and JPMorgan Chase Bank, National Association, as Administrative Agent

      10.2. Affirmation of Guaranties

      99.1 Press release (furnished)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 30, 2007	By /s/ David F. Fisher
	David F. Fisher
	Its Vice President, General Counsel and Corporate Secretary

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EX-10.1

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]

EX-10.2

EXHIBIT 10.2

AFFIRMATION OF GUARANTEES

     Reference is hereby made to the Amended and Restated Credit Agreement, dated as of August 31, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among G&K Services, Inc., G&K Services Canada Inc., the lenders from time to time party thereto, Wells Fargo Bank, National Association, as Syndication Agent, and JPMorgan Chase Bank, National Association, as Administrative Agent. Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

     Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 30 2007. Each of the Material Domestic Subsidiaries party hereto affirms the terms and conditions of the Amended and Restated Domestic Borrower Guaranty Agreement (the “Domestic Guaranty”) and each of the Material Canadian Subsidiaries party hereto affirms the terms and conditions of the Amended and Restated Canadian Subsidiary Guaranty Agreement (the “Canadian Guaranty”). The Borrower, each Material Domestic Subsidiary party hereto and each Material Canadian Subsidiary party hereto also affirms the terms and conditions of all of the other Loan Documents executed by it and acknowledges and agrees that the Domestic Guaranty, the Canadian Guaranty and all other Loan Documents to which it is a party remain in full force and effect and are hereby reaffirmed, ratified and confirmed. Each reference to the “Credit Agreement” set forth in the Domestic Guaranty, the Canadian Guaranty and the other Loan Documents shall be a reference to the Credit Agreement as the same may from time to time hereafter be amended, modified, supplemented or restated.

The remainder of this page is intentionally blank.

Dated: May 30 2007

G&K SERVICES, INC	G&K SERVICES, CO.
By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer	By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer
ALL RENTAL GARMENT CO. OF ROCKFORD, INC	KEEFER LAUNDRY LTD.
By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer	By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer
G&K SERVICES LUG, LLC	G&K LIMITED PARTNERSHIP
By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer	By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer
RENTAL UNIFORM COMPANY, INC	LES SERVICES G&K (QUEBEC) INC.
By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer	By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer
3075964 NOVA SCOTIA COMPANY
By: /s/ Glenn L. Stolt Name: Glenn L. Stolt Title: Vice President & Treasurer

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EX-99.1

EXHIBIT 99.1

5995 Opus Parkway
Minnetonka, MN 55343
952.912.5500
962.912.5999 (Fax)
1.800.GKCARES
www.gkservices.com

Press Release

FOR IMMEDIATE RELEASE:            May 30, 2007

For Further Information:
At the Company:
Jeffrey L. Wright, Senior Vice President and Chief Financial Officer
Glenn L. Stolt, Vice President and Treasurer
Shayn R. Carlson, Director of Investor Relations
952.912.5500

G&K SERVICES ANNOUNCES $100 MILLION SHARE REPURCHASE PROGRAM

MINNEAPOLIS, MN, May 30, 2007 — G&K Services, Inc. (Nasdaq:GKSR), a market leader in branded identity apparel programs and facility services, today announced that its Board of Directors has authorized the repurchase of up to $100 million of the Company’s outstanding common stock.

“The share repurchase program further demonstrates our confidence in our strategic plan, the strength of our business model and our commitment to delivering increasing shareholder value,” said Richard Marcantonio, G&K’s chairman and chief executive officer. “Our strong balance sheet and solid cash flow generation provides the flexibility to continue to invest in our business, to pursue strategic growth opportunities including acquisitions, and to repurchase our shares.”

The Company plans to repurchase shares from time to time in open market, privately negotiated or other transactions in accordance with applicable federal securities laws. The timing and the amount of the repurchases will be determined by the Company’s management based on its evaluation of market conditions, share price and other factors.

“The share repurchase program will enhance earnings per share growth and strengthen our capital structure by taking advantage of low cost debt markets and lowering G&K’s overall cost of capital,” said Jeffrey Wright, G&K’s senior vice president and chief financial officer. “G&K’s strong cash flow and available debt capacity will continue to provide the financial flexibility to fund the needs of our business while maintaining a strong credit profile.”

The Company intends to use the authorization to repurchase shares as a means to return cash to shareholders, as well as offsetting earnings per share dilution from the issuance of Company stock under employee benefit plans. The Company plans to fund the share repurchase program with its current revolving credit facility.

Safe Harbor for Forward-Looking Statements

Statements made in this press release concerning our intentions, expectations or predictions about future results or events are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements reflect our current expectations or beliefs, and are subject to risks and uncertainties that could cause actual results or events to vary from stated expectations, which could be material and adverse. You are cautioned not to place undue reliance on these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Information concerning potential factors that could affect future financial results is included in our Annual Report on Form 10-K for the fiscal year ended July 1, 2006.

About G&K Services, Inc.
Headquartered in Minneapolis, Minnesota, G&K Services, Inc. is a market leader in branded identity apparel programs and facility services in the United States, and is the largest such provider in Canada. G&K operates over 140 processing facilities and branch offices, serving more than 160,000 customers.

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