AMENDMENT NO. 4 TO LOAN AGREEMENT
Exhibit U
AMENDMENT
NO. 4 TO LOAN AGREEMENT
THIS
AMENDMENT NO. 4 TO LOAN AGREEMENT (this
“Amendment”) is
made and entered into as of November 15, 2006, with respect to that certain Loan Agreement
dated as of November 17, 2004 (as heretofore amended, restated, supplemented or otherwise modified
from time to time, the “Loan Agreement”), by and among G&K RECEIVABLES CORP., a Minnesota
corporation, as “Borrower”, G&K SERVICES, INC., a Minnesota corporation, in its capacity as the
initial “Servicer”, THREE PILLARS FUNDING LLC, a Delaware limited liability company (together with
its successors and permitted assigns, the “Lender”), and SUNTRUST CAPITAL MARKETS, INC., a
Tennessee corporation, as agent and administrator for Lender (in such capacity, together with its
successor and assigns in such capacity, the “Administrator”). Capitalized terms used and not
otherwise defined herein are used with the meanings attributed thereto in the Loan Agreement.
BACKGROUND
The parties wish to amend the Loan Agreement on the terms and subject to
the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein
contained, the parties hereto agree as follows:
1. Amendment.
The definition of “Liquidity Termination Date” in Section 1.1
of the Loan Agreement is hereby amended and restated in its entirety to read as follows:
“Liquidity Termination Date” means the earlier to occur of (a) November
14, 2007, 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.
2.
Representations. In order to induce the Administrator and the Lender to enter
into this Amendment, the Borrower hereby represents and warrants to the Administrator and the
Lender that no Significant Event or Unmatured Significant Event exists and is continuing as
of the date hereof.
3. Effectiveness. This Amendment shall become effective and shall inure to the
benefit of the Borrower, the Servicer, the Lender, the Administrator and their respective
successors and assigns when the Administrator shall have received (a) one or more
counterparts
hereof duly executed and delivered by each of the parties hereto, and (b) payment of the
Extension Fee (under and as defined in the Fee Letter).
4. Ratification. Except as expressly amended above, the Loan Agreement
remains unaltered and in full force and effect and is hereby ratified and confirmed.
5. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)).
6. Counterparts. This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to
this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
[signature pages begin on next page]
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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.
| G&K RECEIVABLES CORP., as Borrower | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
Name:
|
||||
Title:
|
Vice President & Treasurer | |||
| G&K SERVICES, INC., as initial Servicer | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
Name:
|
||||
Title:
|
Vice President & Treasurer | |||
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| THREE PILLARS FUNDING LLC, as Lender | ||||
By:
|
/s/ Xxxxx X. Xxxxx | |||
Name:
|
||||
Title:
|
Vice President | |||
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| SUNTRUST CAPITAL MARKETS, INC., as Administrator | ||||
By:
|
/s/ Xxxxxxx X. Xxxx | |||
Name:
|
||||
Title:
|
Managing Director | |||
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