dated as of September 30,
2009
AMENDED AND RESTATED LOAN
AGREEMENT
dated as of October 1, 2008
This AMENDMENT
NO. 1 (this “ Amendment ”), dated as
of September 30, 2009, to the Amended and Restated Loan
Agreement, dated as of October 1, 2008 (as amended,
supplemented, restated or otherwise modified from time to time, the
“ Loan Agreement ”), is made by and among
G&K Receivables Corp., a Minnesota corporation (“
Borrower ”), G&K Services, Inc., a
Minnesota corporation, in its capacity as the initial servicer (in
such capacity, together with its successors and permitted assigns
in such capacity, “ Servicer ”), Three
Pillars Funding LLC, a Delaware limited liability company (together
with its successors and permitted assigns, “
Lender ”), and SunTrust Robinson Humphrey,
Inc., a Tennessee corporation, as agent and administrator for
Lender (in such capacity, together with its successor and assigns
in such capacity, “ Administrator ”).
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Loan Agreement.
1.
The parties hereto are parties to the Loan Agreement.
2.
The parties hereto desire to amend the Loan Agreement on the terms
and subject to the conditions set forth herein.
NOW, THEREFORE , in consideration of the premises and
the mutual agreements herein contained, the parties hereto agree to
amend the Loan Agreement as follows:
Section 1.
Amendments to the Loan Agreement . The Loan Agreement is
hereby amended as follows:
(a)
The defined term “Facility Limit” set forth in
Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
“
Facility Limit ” means $50,000,000.
(b)
The defined term “Interest Period” set forth in
Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
“
Interest Period ” means:
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(a)
with respect to any CP Allocation or any Alternative Rate
Allocation while the Base Rate is applicable thereto,
(i) initially, the period commencing on the date of the
initial establishment of such Allocation and ending on the last day
of the calendar month in which such Allocation was initially
established, and (ii) thereafter, each period commencing on the
first day of a calendar month and ending on the last day of such
calendar month; and
(b)
with respect to any Alternative Rate Allocation while the LIBOR
Rate is applicable thereto, (i) initially, the period
commencing on the date of the initial establishment of such
Allocation and ending on (but excluding) the next following
Scheduled Interest Payment Date, and (ii) thereafter, each
period commencing on (and including) a Scheduled Interest Payment
Date and ending on (but excluding) the next following Scheduled
Interest Payment Date (or, if the LIBOR Rate becomes unavailable
prior to such following Scheduled Interest Payment Date, the first
day of an Interest Period described in clause (a) above with
respect to the same allocation);
;
provided, however, that if any Interest Period for
any Allocation that commences before the Commitment Termination
Date would otherwise end on a date occurring after such Commitment
Termination Date, such Interest Period shall end on such Commitment
Termination Date and the duration of each such Interest Period that
commences on or after the Commitment Termination Date, if any,
shall be of such duration as shall be selected by
Administrator.
(c)
The defined term “Liquidity Termination Date” set forth
in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
“
Liquidity Termination Date ” means the earlier
to occur of (a) September 29, 2010, as such date may be
extended from time to time by the Liquidity Banks in accordance
with the Liquidity Agreement, and (b) the occurrence of an
Event of Bankruptcy with respect to Lender.
(d)
The defined term “Scheduled Commitment Termination
Date” set forth in Section 1.1 of the Loan Agreement is
hereby deleted in its entirety and replaced with the
following:
“
Scheduled Commitment Termination Date ” means
September 26, 2012, as extended from time to time by mutual
agreement of the parties hereto.
(e)
The defined term “Stress Factor” set forth in
Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
“
Stress Factor ” means 2.5.
(f)
Section 1.2 of the Loan Agreement is hereby amended by adding
a new clause (d) at the end thereof:
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(d)
The words “ fiscal month ,” “
fiscal period ” and “ fiscal
year ” and similar terms when used in this Agreement
shall refer to the fiscal month, fiscal period and fiscal year of
the Initial Servicer.
(g)
Section 2.6 of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:
Section 2.6
Voluntary Termination of Lender’s Commitment; Reduction of
Facility Limit . Borrower may, in its sole discretion for any
reason upon at least 10 days’ notice to Administrator
(with a copy to Lender), terminate the Lender’s Commitment in
whole, or reduce in part the unused portion of the Facility Limit;
provided , however , that (a) each
such partial reduction will be in a minimum amount of $5,000,000 or
a higher integral multiple of $1,000,000 and shall not reduce the
Facility Limit below $40,000,000, and (b) in connection
therewith Borrower shall comply with Section 3.2(b) and
Section 4.1(b) . Without regard to the foregoing 10-day
notice requirement, but subject to Section 3.2(b) and
Section 4.1(b) , in the event Lender or Administrator
is downgraded by any Rating Agency, Borrower may reduce the
Facility Limit to zero and terminate the Lender’s Commitment
in whol
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