AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 1, 2008 among G&K RECEIVABLES CORP., as Borrower, G&K SERVICES, INC., as initial Servicer, THREE PILLARS FUNDING LLC, as Lender, and SUNTRUST ROBINSON HUMPHREY, INC., as Administrator

Exhibit 10.1

Execution version

AMENDED AND RESTATED LOAN AGREEMENT

Dated as of October 1, 2008

among

G&K RECEIVABLES CORP., as Borrower,

G&K SERVICES, INC., as initial Servicer,

THREE PILLARS FUNDING LLC, as Lender,

and

SUNTRUST XXXXXXXX XXXXXXXX, INC., as Administrator

TABLE OF CONTENTS


		Page

ARTICLE I. DEFINITIONS			1

Section 1.1	Defined Terms		1
Section 1.2	Other Definitional Provisions		19
Section 1.3	Other Terms		19
Section 1.4	Computation of Time Periods		19

ARTICLE II. THE LENDER’S COMMITMENT, BORROWING PROCEDURES AND LENDER NOTE			20

Section 2.1	Lender’s Commitment		20
Section 2.2	Borrowing Procedures		20
Section 2.3	Funding		20
Section 2.4	Representation and Warranty		20
Section 2.5	Extension of Lender’s Commitment		21
Section 2.6	Voluntary Termination of Lender’s Commitment; Reduction of Facility Limit		21
Section 2.7	Note		21
Section 2.8	Concentration Accounts		22

ARTICLE III. INTEREST, FEES, ETC.			22

Section 3.1	Interest Rates		22
Section 3.2	Interest Payment Dates		22
Section 3.3	Interest Allocations		23
Section 3.4	Fees		23
Section 3.5	Computation of Interest and Fees		23

ARTICLE IV. REPAYMENTS AND PREPAYMENTS; DISTRIBUTION OF COLLECTIONS			24

Section 4.1	Repayments and Prepayments		24
Section 4.2	Application of Collections		24
Section 4.3	Application of Certain Payments		25
Section 4.4	Due Date Extension		26
Section 4.5	Making of Payments		26

ARTICLE V. SECURITY INTEREST			26

Section 5.1	Grant of Security		26
Section 5.2	Administrator Appointed Attorney-in-Fact		27
Section 5.3	Administrator May Perform		27
Section 5.4	Release of Collateral		28


		Page

ARTICLE VI. INCREASED COSTS, ETC.			28

Section 6.1	Increased Costs		28
Section 6.2	Funding Losses		29
Section 6.3	Withholding Taxes		29

ARTICLE VII. CONDITIONS TO BORROWING			30

Section 7.1	Initial Loan		30
	7.1.1 Resolutions		30
	7.1.2 Consents, etc		30
	7.1.3 Incumbency and Signatures		30
	7.1.4 Good Standing Certificates		30
	7.1.5 Financing Statements		30
	7.1.6 Search Reports		31
	7.1.7 Fee Letter; Payment of Fees		31
	7.1.8 Receivables Sale Agreement		31
	7.1.9 Opinions of Counsel		31
	7.1.10 Lender Note		31
	7.1.11 Borrowing Base Certificate		31
	7.1.12 Concentration Account Agreements		31
	7.1.13 Releases		31
	7.1.14 Other		31
Section 7.2	All Loans		31
	7.2.1 No Default, etc.		31
	7.2.2 Borrowing Request, etc.		32
	7.2.3 Commitment Termination Date		32
	7.2.4 Collateral Review		32
	7.2.5 Accounts		32

ARTICLE VIII. REPRESENTATIONS AND WARRANTIES			32

Section 8.1	Existence and Power		32
Section 8.2	Power and Authority; Due Authorization, Execution and Delivery		32
Section 8.3	No Conflict		33
Section 8.4	Governmental Authorization		33
Section 8.5	Actions, Suits		33
Section 8.6	Binding Effect		33
Section 8.7	Accuracy of Information		33
Section 8.8	Margin Regulations; Use of Proceeds		34
Section 8.9	Good Title		34
Section 8.10	Perfection		34
Section 8.11	Places of Business and Locations of Records		34
Section 8.12	Accounts		34
Section 8.13	No Material Adverse Effect		34
Section 8.14	Names		34
Section 8.15	Ownership of Borrower; No Subsidiaries		35

iii


		Page

Section 8.16	Not a Holding Company or an Investment Company		35
Section 8.17	Compliance with Credit and Collection Policy		35
Section 8.18	Solvency		35
Section 8.19	Eligible Receivables		35
Section 8.20	Accuracy of Information		35
Section 8.21	Sales by Originators		35

ARTICLE IX. COVENANTS OF BORROWER AND SERVICER			35

Section 9.1	Affirmative Covenants		35
	9.1.1 Compliance with Laws, Etc		36
	9.1.2 Preservation of Legal Existence		36
	9.1.3 Performance and Compliance with Receivables		36
	9.1.4 Credit and Collection Policy		36
	9.1.5 Reporting Requirements		36
	9.1.6 Use of Proceeds		38
	9.1.7 Separate Legal Entity		38
	9.1.8 Adverse Claims on Receivables		39
	9.1.9 Further Assurances		39
	9.1.10 Servicing		40
	9.1.11 Inspection		40
	9.1.12 Cooperation		40
	9.1.13 Facility		41
	9.1.14 Accounts		41
Section 9.2	Negative Covenants		41
	9.2.1 Sales, Liens, Etc		41
	9.2.2 Mergers, Acquisitions, Sales, Subsidiaries, etc		41
	9.2.3 Change in Business; Change in Credit and Collection Policy		42
	9.2.4 Other Debt		42
	9.2.5 Organizational Documents		42
	9.2.6 Jurisdiction of Organization; Location of Records		42
	9.2.7 Financing Statements		42
	9.2.8 Business Restrictions		43
	9.2.9 Other Agreements		43

ARTICLE X. SIGNIFICANT EVENTS AND THEIR EFFECT			43

Section 10.1	Events of Default		43
	10.1.1 Non-Payment of Loans, Etc		43
	10.1.2 Non-Compliance with Other Provisions		43
	10.1.3 Breach of Representations and Warranties		43
	10.1.4 Bankruptcy		44
	10.1.5 Tax Liens		44
Section 10.2	Amortization Events		44
	10.2.1 Servicer Event of Default		44
	10.2.2 Borrowing Base Deficit		44
	10.2.3 Default Ratio		44


		Page

	10.2.4 Dilution Ratio		44
	10.2.5 Delinquency Ratio		44
	10.2.6 Accounts Receivable Turnover Ratio		44
	10.2.7 Event of Default		44
	10.2.8 Validity of Transaction Documents		44
	10.2.9 Termination Date		45
	10.2.10 Change of Control		45
Section 10.3	Effect of Significant Event		45

ARTICLE XI. THE SERVICER			46

Section 11.1	G&K as Initial Servicer		46
Section 11.2	Certain Duties of Servicer		46
	11.2.1 Authorization to Act as Borrower’s Agent		46
	11.2.2 Servicer to Act as Servicer		46
	11.2.3 Collections		48
	11.2.4 Concentration Accounts		49
Section 11.3	Servicing Compensation		49
Section 11.4	Agreement Not to Resign		49
Section 11.5	Designation of Servicer		50
Section 11.6	Termination		50
Section 11.7	Servicer Events of Default		50
	11.7.1 Failure to Make Payments and Deposits		50
	11.7.2 Non-Compliance with Other Provisions		50
	11.7.3 Delegation		50
	11.7.4 Breach of Representations and Warranties		50
	11.7.5 Bankruptcy		50
	11.7.6 Judgments		50
	11.7.7 Cross-Default to Material Debt		51

ARTICLE XII. ADMINISTRATOR			51

Section 12.1	Authorization and Action		51
Section 12.2	Administrator and Affiliates		51

ARTICLE XIII. ASSIGNMENTS			52

Section 13.1	Restrictions on Assignments		52
Section 13.2	Documentation		52
Section 13.3	Rights of Assignee		52
Section 13.4	Notice of Assignment		52

ARTICLE XIV. INDEMNIFICATION			53

Section 14.1	General Indemnity of Borrower		53
Section 14.2	Indemnity of Servicer		53


		Page

ARTICLE XV. MISCELLANEOUS			53

Section 15.1	No Waiver; Remedies		53
Section 15.2	Amendments, Etc.		54
Section 15.3	Notices, Etc.		54
Section 15.4	Costs, Expenses and Taxes		54
Section 15.5	Binding Effect; Survival		55
Section 15.6	Captions and Cross References		55
Section 15.7	Severability		55
Section 15.8	Governing Law		55
Section 15.9	Counterparts		56
Section 15.10	Submission to Jurisdiction; Waiver of Trial by Jury		56
Section 15.11	No Recourse Against Lender		56
Section 15.12	No Proceedings		56
Section 15.13	Confidentiality		57
Section 15.14	Entire Agreement		57
Section 15.15	Limitation on Payments		57


EXHIBITS AND SCHEDULES

EXHIBIT A		Form of Borrowing Request
EXHIBIT B		Form of Lender Note
EXHIBIT C		Form of Monthly Report
EXHIBIT D		Form of Borrowing Base Certificate
EXHIBIT E		Forms of Concentration Account Agreement
SCHEDULE 8.12		Deposit Accounts and Concentration Accounts
SCHEDULE 9.1.5		Collateral Review Requirements
SCHEDULE 15.3		Notice Addresses

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of October 1, 2008, 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 XXXXXXXX XXXXXXXX, INC., a Tennessee corporation, as agent and administrator for Lender (in such capacity, together with its successor and assigns in such capacity, “Administrator”).

BACKGROUND

1. The parties hereto are party to that certain Loan Agreement dated as of November 17, 2004 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”) and wish to amend and restate the Existing Agreement.

2. Borrower desires that Lender extend financing to Borrower on the terms and subject to the conditions set forth herein.

3. Lender is willing to provide such financing 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 and restate the Existing Agreement as follows:

ARTICLE I.
DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, (a) capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Receivables Sale Agreement (hereinafter defined) regardless of whether those capitalized terms are listed below, and (b) the following terms have the following meanings:

“Accounts Receivable Turnover Ratio” means, on any date of determination, the ratio computed as of the most recent Calculation Date by dividing (a) the aggregate amount of Credit Sales during the 12 fiscal months ending on such Calculation Date by (b) the average fiscal month-end amount of the Aggregate Unpaid Balance of Receivables during the 12 fiscal months ending on such Calculation Date.

“Administrator” has the meaning set forth in the preamble to this Agreement.

“Administrator’s Account” has the meaning set forth in Section 4.5.

“Advance Rate” means the percentage equal to (a) 100% minus (b) the Reserve Percentage.

“Adverse Claim” has the meaning specified in the Receivables Sale Agreement.

“Affected Party” means each of Lender, any Liquidity Bank, any permitted assignee of Lender or any Liquidity Bank, any Support Provider and any holder of a participation interest in the rights and obligations of any Liquidity Bank or Credit Bank under the Liquidity Agreement or the Credit Agreement, as the case may be, Administrator and any holding company of Bank.

“Affiliate” of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person or (ii) is an officer or director of such Person. A Person shall be deemed to be “controlled by” another Person if such other Person possesses, directly or indirectly, power (a) to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing partners of such other Person, or (b) to direct or cause the direction of the management and policies of such other Person whether by contract or otherwise. The word “Affiliated” has a correlative meaning.

“Aggregate Dilution Reserve” means, on any date of determination, the sum of the Short Dilution Reserve and the Long Dilution Reserve.

“Aggregate Unpaid Balance” means, on any date of determination, the aggregate Unpaid Balance of all Eligible Receivables at such time.

“Agreement” means this Amended and Restated Loan Agreement, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Allocations” has the meaning set forth in Section 3.3.

“Alternative Rate” means, for any Interest Period, an interest rate per annum equal to either (a) the LIBOR Rate or (b) if the LIBOR Rate is unavailable for any reason or there is less than three (3) Business Days’ prior notice to the Liquidity Banks of any funding by them, the Base Rate.

“Alternative Rate Allocation” has the meaning set forth in Section 3.3.

“Amortization Event” means any of the events described in Section 10.2.

“Applicable Margin” has the meaning specified in the Fee Letter.

“Bank” means SunTrust Bank, a Georgia banking corporation.

“Bankruptcy Code” means the Bankruptcy Code, 11 U.S.C. § 101, et seq., as amended.

“Base Rate” means, on any date of determination, a fluctuating rate of interest per annum equal to the higher of (i) the Prime Rate, or (ii) the Federal Funds Rate most recently determined by Bank plus 0.50% per annum.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing Base” means, on any date of determination, an amount equal to the product of (a) the Advance Rate as of the more recent to occur of the Interim Calculation Date or the Calculation Date times (b) the excess, if any, of (i) the Aggregate Unpaid Balance as of the more recent to occur of the Interim Calculation Date or Calculation Date immediately preceding such date of determination, over (ii) the Excess Concentration Amount for all Obligors as of the last Business Day of the most recent Interim Calculation Date or Calculation Date.

“Borrowing Base Certificate” means a certificate, substantially in the form of Exhibit D hereto, duly executed by an authorized officer of Servicer.

“Borrowing Base Deficit” means, on any date of determination, an amount equal to the excess, if any, of (a) the aggregate principal amount of all outstanding Loans at such time over (b) the Borrowing Base (as reflected in the most recent Borrowing Base Certificate or Monthly Report).

“Borrowing Request” has the meaning set forth in Section 2.2.

“Business Day” means any day on which (a) Bank is not authorized or required to be closed for business in Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and (b) commercial banks in New York City are not authorized or required to be closed and, in the case of a Rate Setting Date for Loans bearing interest by reference to the LIBOR Rate, banks are open for business in London, England.

“Calculation Date” means the last Business Day of each Calculation Period.

“Calculation Period” means a fiscal month.

“Charge-Off” means a Receivable not previously deemed a Defaulted Receivable that is written-off by Servicer or should, in accordance with the Credit and Collection Policy, be written-off.

“Closing Date” means the later to occur of (a) November 18, 2004, or (b) the date of the first Loan hereunder.

“Collateral” has the meaning set forth in Section 5.1(a).

“Collateral Review” means a report of Commercial Lending Consultants or another firm acceptable to Administrator which satisfies the requirements set forth on Schedule 9.1.5.

“Collections” has the meaning set forth in the Receivables Sale Agreement.

“Commercial Paper Notes” means short-term promissory notes issued by Lender to fund its Loans or investments in receivables or other financial assets.

“Commercial Paper Rate” means, for any day, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by the Lender from time to time as interest on or otherwise (by means of interest rate xxxxxx or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by the Lender maturing on dates other than those certain dates on which the Lender is to receive funds) in respect of the promissory notes issued by the Lender that are allocated, in whole or in part, by Administrator (on behalf of the Lender) to fund or maintain any Loan during such period, as determined by Administrator (on behalf of the Lender) and reported to Borrower, which rates shall reflect and give effect to (a) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by Administrator (on behalf of the Lender) and (b) other borrowings by the Lender, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the Commercial Paper Rate, Administrator shall, for such component, use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Commitment Termination Date” means the earliest to occur of (i) the Scheduled Commitment Termination Date, (ii) the date of any termination of the Lender’s Commitment pursuant to Section 2.6, (iii) the effective date on which the Lender’s Commitment is terminated pursuant to Section 10.3, (iv) the Liquidity Termination Date, (v) termination of the Credit Banks’ commitments under the Credit Agreement, and (vi) the date on which any purchase or other funding is made pursuant to the Liquidity Agreement.

“Concentration Account” means each of the accounts designated as a concentration account on Schedule 8.12 hereto maintained in Borrower’s name.

“Concentration Account Agreement” means an agreement by and among Borrower, Administrator and the bank at which a Concentration Account is maintained, in substantially the form of one of the agreements attached hereto as Exhibit E (or as otherwise approved by Administrator), specifying the rights of Lender and Administrator in a Concentration Account.

“Concentration Limit” means:

(a) for any other Obligor whose short term unsecured debt ratings are at least both “A-1” from S&P and “P-1” from Xxxxx’x, 4.0% of the Aggregate Unpaid Balance; or

(b) for all municipal and state Government Obligors in the aggregate, 3.0% of the Aggregate Unpaid Balance; and

provided that (1) the limitations set forth in the foregoing clauses (a), (b) and (c) shall apply to each specified Obligor and its Affiliates, considered as if they were one and the same Person.

“Contract” has the meaning set forth in the Receivables Sale Agreement.

“Covered Taxes” means Taxes other than Excluded Taxes.

“CP Allocation” has the meaning set forth in Section 3.3.

“Credit Advance” means a drawing under a letter of credit issued pursuant to a Credit Agreement for the account of Lender, a loan to Lender under a Credit Agreement or any other advance or disbursement of funds to Lender or for Lender’s account pursuant to a Credit Agreement or any such letter of credit, in each case to the extent such drawing, loan, advance or disbursement has not been repaid or reimbursed to Credit Bank in accordance with the related Credit Agreement.

“Credit Agreement” means and includes any program-wide agreement entered into by any Credit Bank providing for the issuance of one or more letters of credit for the account of Lender, the issuance of one or more surety bonds for which Lender is obligated to reimburse the applicable Credit Bank for any drawings hereunder, the sale by Lender to any Credit Bank of receivables or other financial assets owned or held by Lender (or portions thereof) and/or the making of loans and/or other extensions of credit to Lender in connection with its commercial paper program, together with any cash collateral agreement, letter of credit, surety bond or other agreement or instrument executed and delivered in connection therewith (but excluding the Liquidity Agreement, or similar agreement, or any voluntary advance agreement).

“Credit and Collection Policy” has the meaning set forth in the Receivables Sale Agreement

“Credit Bank” means and includes Bank and any other or additional bank or other Person (other than Borrower or other customer of Lender or any liquidity provider as such) now or hereafter extending credit or a purchase commitment to or for the account of Lender or issuing a letter of credit, surety bond or other instrument, in each case to support any obligations arising under or in connection with Lender’s commercial paper program.

“Credit Sales” means, for any period of determination, the Outstanding Balance of all Receivables originated by the Originators during such period.

“Days Sales Outstanding Ratio” means, on any date of determination, the ratio computed as of the most recent Calculation Date by dividing (a) 360 by (b) the Accounts Receivable Turnover Ratio for the Calculation Period ending on such Calculation Date.

“Debt” of any Person means, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than property and services purchased, and expense accruals and deferred compensation items arising, in the ordinary course of business), (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business), (iv) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, to the extent required to be so recorded,

(vi) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities (other than letters of credit in support of trade obligations or in connection with workers’ compensation, unemployment insurance, old-age pensions and other social security benefits in the ordinary course of business), (vii) all net obligations of such Person in respect of interest rate swap, cap, collar, swaption, option or similar agreements, (viii) all obligations arising in connection with a sale or other transfer of any of such Person’s financial assets which are, or are intended to be, classified as loans for federal tax purposes, (ix) all Debt referred to in clauses (i) through (viii) above guaranteed directly or indirectly by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (B) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss in respect of such Debt, (C) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (D) otherwise to assure a creditor against loss in respect of such Debt, and (x) all Debt referred to in clauses (i) through (viii) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any lien, security interest or other charge or encumbrance upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.

“Default Rate” has the meaning set forth in Section 3.1(c).

“Default Ratio” means, on any date of determination, the ratio (expressed as a percentage) computed as of the most recent Calculation Date by dividing (a) the Aggregate Unpaid Balance of Receivables that became Defaulted Receivables during the Calculation Period ending on such Calculation Date, by (b) Credit Sales for the Calculation Period ending 4 fiscal months prior to such Calculation Date.

“Defaulted Receivable” means, as of any date of determination, any Receivable (i) which Servicer has or should have charged-off or deemed uncollectible in accordance with the Credit and Collection Policy after taking a reasonable time to apply Collections received to applicable invoices and reconcile the amount of such Receivable, (ii) as to which, as of such date of determination, any payment, or part thereof, remains unpaid for 121 days or more past the Invoice Date for such payment, determined by reference to the original contractual payment terms of such Receivable or (iii) as to which the Obligor thereon has suffered an Event of Bankruptcy.

“Delinquency Ratio” means, as of any date of determination, the ratio (expressed as a percentage) computed as of the last day of the Calculation Period then most recently ended, by dividing (a) the Unpaid Balance of Receivables that are Delinquent Receivables as of the last day of such Calculation Period by (b) an amount equal to the Aggregate Unpaid Balance as of the last day of such Calculation Period, minus the aggregate Excess Concentration Amount as of the last day of such Calculation Period.

“Delinquent Receivable” means, as of any date of determination, any Receivable (other than a Defaulted Receivable) as to which, as of such date of determination, any payment, or part thereof, remains unpaid for 91 days or more past the Invoice Date for such payment.

“Deposit Account” means any depositary account of Borrower (other than a Concentration Account) which is listed on Schedule 8.12 hereto into which proceeds of Receivables are deposited and from which all available funds are swept each Business Day into a Concentration Account.

“Deposit Date” has the meaning set forth in Section 11.2.4(b).

“Designated Obligor” means, at any time, each Obligor and its Affiliates; provided, however, that any Obligor shall cease to be a Designated Obligor three (3) Business Days after notice is given by Administrator.

“Dilutions” means, for any period of determination, the aggregate amount of returns, allowances, net credits and any other non-cash reductions to the Credit Sales during such period.

“Distribution Date” means the 22nd day of each calendar month after the Closing Date (or, if such day is not a Business Day, the Business Day immediately thereafter).

“Documents” means all documentation relating to the Receivables including, without limitation, the Contracts, billing statements and computer records and programs.

“Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

“Eligible Receivable” means each Receivable that meets the following criteria:

(a) that was created by the applicable Originator in compliance, in all material respects, with its Credit and Collection Policy, in the regular and ordinary course of the business of such Originator;

(b) the Obligor of which is a Designated Obligor;

(c) that was documented in all material respects in compliance with the applicable Originator’s standard administration and documentation policies and procedures;

(d) is not a Defaulted Receivable or a Delinquent Receivable;

(e) as to which, at the time of the sale or contribution of such Receivable to Borrower, the transferring Originator was the sole owner thereof and had good and marketable title thereto, free and clear of all Adverse Claims, and which was sold or contributed to Borrower pursuant to the Receivables Sale Agreement free and clear of all Adverse Claims other than in favor of Administrator;

(f) the assignment of which by the applicable Originator to Borrower pursuant to the Receivables Sale Agreement does not contravene or conflict with any law, rule or regulation or any contractual or other restriction, limitation or encumbrance, and the sale or assignment of which does not require the consent of the Obligor thereof;

(g) which is denominated and payable in Dollars and is only payable in the United States of America;

(h) the Obligor of which is a resident of the United States;

(i) the Obligor of which is not an officer, director or Affiliate of any Originator or Borrower and is not the United States government or any agency thereof;

(j) that is in full force and effect and constitutes the legally valid and binding payment obligation of the Obligor with respect thereto, enforceable against such Obligor in accordance with its terms and is not subject to any right of rescission, setoff, counterclaim or defense (including the defense of usury) or to any repurchase obligation or return right;

(k) that does not contravene any applicable requirements of law (including without limitation all laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, fair debt collection practices and privacy) and which complies with all applicable requirements of law and with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, any governmental authority required to be obtained, effected or given by the related Originator in connection with the creation or the execution, delivery and performance of such Receivable, have been duly obtained, effected or given and are in full force and effect;

(l) that complies with all applicable requirements of the applicable Credit and Collection Policy;

(m) as to which each of Borrower’s and Administrator’s (for the benefit of the Secured Parties) first priority security interest in such Receivable has been perfected under the applicable Uniform Commercial Code and other applicable laws;

(n) as to which Servicer is in possession of the related Receivable File;

(o) which provides for repayment in full of the Unpaid Balance thereof within 30 days of the date of the creation thereof;

(p) the terms of which have not been modified or waived except as permitted under the Credit and Collection Policy and this Agreement;

(q) which constitutes an “account” or a “payment intangible” under and as defined in Article 9 of the Uniform Commercial Code of all applicable jurisdictions;

(r) which is not subject to any dispute, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against any Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or goods returned in accordance with the terms of the Contract);

(s) the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor; and

(t) is not a xxxx-and-hold Receivable.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:

(a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts and, solely in the case of the Borrower, such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

“Event of Default” means any of the events described in Section 10.1.

“Excess Concentration Amount” means, on any date of determination, with respect to any Obligor and its Affiliates considered as if they were one and the same Obligor, the amount, if any, by which the Aggregate Unpaid Balance of such Obligor and its Affiliates at such time exceeds the Concentration Limit for such Obligor and its Affiliates at such time.

“Excluded Taxes” means, in the case of any Indemnified Party, taxes imposed on its overall net income, and franchise taxes and branch profit taxes based on net income, imposed on it by (i) the jurisdiction under the laws of which such Indemnified Party is organized or (ii) the jurisdiction in which such Indemnified Party’s principal executive office is located.

“Expected Long Dilution Ratio” means, (a) on any date of determination prior to February 28, 2009, the average Long Dilution Ratio for the period commencing on March 1, 2008 and ending on the most recent Calculation Date and (b) on any date of determination thereafter, the rolling twelve-fiscal-month average Long Dilution Ratio for the twelve-fiscal-month period ending on the most recent Calculation Date.

“Expected Short Dilution Ratio” means, (a) on any date of determination prior to February 28, 2009, the average Short Dilution Ratio for the period commencing on March 1, 2008 and ending on the most recent Calculation Date and (b) on any date of determination thereafter, the rolling twelve-fiscal-month average Short Dilution Ratio for the twelve-fiscal-month period ending on the most recent Calculation Date.

“Extension Fee” has the meaning provided in the Fee Letter.

“Facility Limit” means $60,000,000.

“Federal Funds Rate” means, for any day, the greater of (i) the average rate per annum as determined by Bank at which overnight Federal funds are offered to Bank for such day by major banks in the interbank market, and (ii) if Bank is borrowing overnight funds from a Federal Reserve Bank that day, the average rate per annum at which such overnight borrowings are made on that day. Each determination of the Federal Funds Rate by Bank shall be conclusive and binding on Borrower and Servicer except in the case of manifest error.

“Fee Letter” has the meaning set forth in Section 3.4.

“Fees” means all fees and other amounts payable by Borrower to Administrator or Lender pursuant to the Fee Letter.

“G&K” means G&K Services, Inc., a Minnesota corporation, and its successors.

“GAAP” has the meaning set forth in the Receivables Sale Agreement.

“Government Obligor” means any Obligor that is a Governmental Authority.

“Governmental Authority” has the meaning set forth in the Receivables Sale Agreement.

“Indemnified Amounts” has the meaning set forth in Section 14.1.

“Indemnified Party” has the meaning set forth in Section 14.1.

“Interest Period” means, with respect to any Alternative Rate Allocation, (i) initially, the period commencing on the date of the initial establishment of such Allocation and ending on (but excluding) the Business Day immediately preceding the next following Scheduled Interest Payment Date, and (ii) thereafter, each period commencing on (and including) the Business Day immediately preceding a Scheduled Interest Payment Date and ending on (but excluding) the Business Day immediately preceding the next following Scheduled Interest Payment Date; 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.

“Interim Calculation Date” means the last Business Day of the first three fiscal weeks in each Calculation Period.

“Invoice Date” means the date of creation of a Receivable.

“Lender” has the meaning set forth in the preamble to this Agreement.

“Lender Note” has the meaning set forth in Section 2.7.

“Lender’s Commitment” has the meaning set forth in Section 2.1.

“Liabilities” means, with respect to any Person, all obligations of such Person which would, in accordance with GAAP, be classified on a balance sheet as liabilities, including, without limitation, (i) Debt secured by liens against property of such Person whether or not such Person is liable for the payment thereof and (ii) deferred liabilities.

“LIBOR Rate” means, for any Interest Period, the rate per annum on the Rate Setting Day of such Interest Period appearing on a Bloomberg L.P. terminal, displayed under the address “US0001M <Index> Q <Go>” as of 11:00 a.m. (London time) on the Rate Setting Day; provided that in the event no such rate is shown, the LIBOR Rate shall be the rate per annum (rounded upwards, if necessary, to the nearest 1/16th of one percent) based on the rates at which Dollar deposits for one month are displayed on page “LIBOR” of the Reuters Screen as of 11:00 a.m. (London time) on the Rate Setting Day (it being understood that if at least two (2) such rates appear on such page, the rate will be the arithmetic mean of such displayed rates); provided further, that in the event fewer than two (2) such rates are displayed, or if no such rate is relevant, the LIBOR Rate shall be the rate per annum equal to the average of the rates at which deposits in Dollars are offered by Administrator at approximately 11:00 a.m. (London time) on the Rate Setting Day to prime banks in the London interbank market for a one-month period.

“Liquidity Agreement” means and includes (a) the Amended and Restated Liquidity Asset Purchase Agreement (regarding G&K Receivables Corp.), dated as of October 1, 2008 among Lender, as borrower, Bank, as liquidity agent for the Liquidity Banks,

Administrator, and the Liquidity Banks, or (b) any other agreement hereafter entered into by Lender providing for the sale by Lender of Loans (or portions thereof), or the making of loans or other extensions of credit to Lender secured by security interests in the Loans (or portions thereof), to support all or part of Lender’s payment obligations under the Commercial Paper Notes or to provide an alternate means of funding Lender’s investments in accounts receivable or other financial assets, in each case as amended, supplemented, restated or otherwise modified from time to time.

“Liquidity Bank” means and includes Bank and the various financial institutions as are, or may become, parties to the Liquidity Agreement, as purchasers thereunder.

“Liquidity Premium” has the meaning specified in the Fee Letter.

“Liquidity Termination Date” means the earlier to occur of (a) September 30, 2009, 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.

“Loan” means any amount disbursed as principal by Lender to Borrower under this Agreement.

“Long Dilution Horizon Ratio” means, on any date of determination, the ratio computed by dividing (a) the sum of (i) Credit Sales for the Calculation Period then most recently ended plus (ii) 53% of Credit Sales for the Calculation Period immediately preceding such most recently ended Calculation Period, by (b) an amount equal to the Aggregate Unpaid Balance as of the last day of such most recently ended Calculation Period, minus the aggregate Excess Concentration Amount as of the last day of such most recently ended Calculation Period.

“Long Dilution Ratio” means, as of any date of determination, the ratio (expressed as a percentage) computed as of the most recent Calculation Date by dividing (a) Long Dilutions for the Calculation Period ending on such Calculation Date by (b) Credit Sales for the Calculation Period ending 1 fiscal month prior to such Calculation Date.

“Long Dilution Reserve” means, on any date of determination, the product computed as of the most recent Calculation Date, of (a) the sum of (i) the product of (x) the Stress Factor times (y) the Expected Long Dilution Ratio plus (ii) the product of (x) the positive difference, if any, between (1) the Long Dilution Spike Rate less (2) the Expected Long Dilution Ratio times (y) a ratio computed by dividing (1) the Long Dilution Spike Rate by (2) the Expected Long Dilution Ratio times (b) the Long Dilution Horizon Ratio.

“Long Dilution Spike Rate” means, (a) on any date of determination prior to February 28, 2009, the highest Long Dilution Ratio over the period commencing on March 1, 2008 and ending on the most recent Calculation Date and (b) on any date of determination thereafter, the highest Long Dilution Ratio over the twelve-fiscal-month period ending on the most recent Calculation Date.

“Long Dilutions” means, for any period of determination, all Dilutions other than Short Dilutions.

“Loss Horizon Ratio” means, on any date of determination, the ratio computed as of the most recent Calculation Date by dividing (a) Credit Sales for the most recent four (4) Calculation Periods, by (b) an amount equal to the Aggregate Unpaid Balance as of such Calculation Date, minus the aggregate Excess Concentration Amount as of such Calculation Date.

“Loss Reserve” means, on any date of determination, the product of (a) the highest rolling 3-fiscal-month average Default Ratio over the 12 fiscal months ending on the most recent Calculation Date, times (b) the Loss Horizon Ratio as of such Calculation Date, times (c) the Stress Factor.

“Material Adverse Effect” means a material adverse effect on (a) on the business, property, condition (financial or otherwise) or results of operations or prospects of (i) Servicer and its Subsidiaries taken as a whole, or (ii) Borrower, (b) the ability of Borrower or Servicer to perform its respective obligations under the Agreement or any other Transaction Document to which it is a party, (c) the legality, validity or enforceability of the Agreement or any other Transaction Document, (d) the existence, validity, perfection or priority of (i) Administrator’s (for the benefit of the Secured Parties) security interest in the Collateral, or (ii) Borrower’s ownership interest in the Receivables; or (e) the validity, enforceability or collectibility of the Receivables generally or of any material portion of the Receivables.

“Material Debt” has the meaning specified in Section 11.7.7.

“Monthly Report” means a report, substantially in the form of Exhibit C or in such other form acceptable to Administrator, prepared by Servicer as of the Calculation Date then most recently occurring signed by an authorized officer of Servicer.

“Moody’s” means Xxxxx’x Investors Service, Inc.

“Obligations” means all obligations (monetary or otherwise) of Borrower to Lender, Administrator, any Affected Party or any Indemnified Party and their respective successors, permitted transferees and assigns arising under or in connection with this Agreement, the Lender Note and each other Transaction Document, in each case however created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

“Obligor” means, with respect to any Receivable, each Person obligated to make payments with respect to such Receivable, including any guarantor thereof.

“Organizational Documents” has the meaning specified in the Receivables Sale Agreement.

“Originator” has the meaning specified in the Receivables Sale Agreement.

“Outstanding Balance” has the meaning specified in the Receivables Sale Agreement.

“Permitted Investment” means, at any time:

(i) marketable obligations issued by, or the full and timely payment of which is directly and fully guaranteed or insured by, the United States government or any other government with an equivalent rating, or any agency or instrumentality thereof when such marketable obligations are backed by the full faith and credit of the United States government or such other equivalently rated government, as the case may be, but excluding any securities which are derivatives of such obligations;

(ii) time deposits, bankers’ acceptances and certificates of deposit of any domestic commercial bank or any United States branch or agency of a foreign commercial bank which (x) has capital, surplus and undivided profits in excess of $100,000,000 and which has a commercial paper or certificate of deposit rating meeting the requirements specified in clause (iii) below (or equivalent rating from the Rating Agencies) or (y) is set forth in a list (which may be updated from time to time) (A) approved by Administrator and (B) with respect to which a written statement has been obtained from each of the Rating Agencies to the effect that the rating of the Commercial Paper Notes will not be downgraded or withdrawn solely as a result of the acquisition of such investments;

(iii) commercial paper which is (x) rated at least as high as the Commercial Paper Notes by the Rating Agencies, or (y) set forth in a list (which may be updated from time to time) (A) approved by Administrator and (B) with respect to which a written statement has been obtained from each of the Rating Agencies to the effect that the rating of the Commercial Paper Notes will not be downgraded or withdrawn solely as a result of the acquisition of such investments;

(iv) secured repurchase obligations for underlying securities of the types described in clauses (i) and (ii) above entered into with any bank of the type described in clause (ii) above; and

(v) freely redeemable shares in money market funds which invest solely in obligations, bankers’ acceptances, time deposits, certificates of deposit, repurchase agreements and commercial paper of the types described in clauses(i) through (iv) above, without regard to the limitations as to the maturity of such obligations, bankers’ acceptances, time deposits, certificates of deposit, repurchase agreements or commercial paper set forth below, which are rated at least “AAm” or “AAmg” or their equivalent by both Rating Agencies, provided that there is no “r-highlighter” affixed to such rating.

“Person” has the meaning set forth in the Receivables Sale Agreement

“Prime Rate” means as of any date of determination, the rate of interest most recently announced by Bank at its principal office in Atlanta, Georgia as its prime rate (it being understood that at any one time there shall exist only one such prime rate so announced, which rate is not necessarily intended to be the lowest rate of interest determined by Bank in connection with extensions of credit).

“Program Documents” means the Liquidity Agreement, the Credit Agreement, the Voluntary Advance Agreement, the documents under which Administrator performs its obligations with respect to Lender’s commercial paper program and the other documents to be executed and delivered in connection therewith, as amended, supplemented, restated or otherwise modified from time to time.

“Purchase Price Credit” has the meaning set forth in the Receivables Sale Agreement

“Rate Setting Day” means, for any Interest Period, two (2) Business Days prior to the commencement of such Interest Period. In the event such day is not a Business Day, then the Rate Setting Day shall be the immediately preceding Business Day.

“Rating Agencies” means S&P and Moody’s.

“Receivable” has the meaning specified in the Receivables Sale Agreement.

“Receivable File” means with respect to a Receivable, (i) the Contract giving rise to the Receivable and other evidences of the Receivable including, without limitation, tapes, discs, punch cards and related property and rights and (ii) each UCC financing statement related thereto, if any.

“Receivables Sale Agreement” means the Receivables Sale Agreement, dated as of November 17, 2004, by and among Originators, as sellers, and Borrower, as buyer, as such Receivables Sale Agreement may be amended, supplemented, restated or otherwise modified from time to time with the prior written consent of Administrator.

“Regulatory Change” means, relative to any Affected Party:

(a) any change in (or the adoption, implementation, change in the phase-in or commencement of effectiveness of) any: (i) United States federal, state or municipal law or foreign law applicable to such Affected Party, (ii) regulation, interpretation, directive, requirement or request (whether or not having the force of law) applicable to such Affected Party of (A) any court or government authority charged with the interpretation or administration of any law referred to in clause (a)(i), or of (B) any fiscal, monetary or other authority having jurisdiction over such Affected Party, or (iii) GAAP or regulatory accounting principles applicable to such Affected Party and affecting the application to such Affected Party of any law, regulation, interpretation, directive, requirement or request referred to in clause (a)(i) or (a)(ii) above;

(b) any change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i), (a)(ii) or (a)(iii) above; or

(c) the issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause (a)(ii) above to the effect that the obligations of any Liquidity Bank under the

Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such Liquidity Bank or any related Affected Party.

For the avoidance of doubt, any change in accounting standards (including, without limitation, FASB Statements of Financial Account Standards 140 and 156 and FASB Interpretation No. 46R) or the issuance of any other pronouncement, release or interpretation (or revisions to the foregoing) that causes or requires the consolidation of all or a portion of the assets and liabilities of Borrower or Lender with the assets and liabilities of any Affected Party shall constitute a Regulatory Change with respect to such Affected Party.

“Related Security” has the meaning specified in the Receivables Sale Agreement.

“Required Capital Amount” has the meaning specified in the Receivables Sale Agreement.

“Requirements of Law” for any Person or any of its property shall mean the Organizational Documents of such Person or any of its property, and any statute, law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or businesses or to which such Person or any of its property or businesses is subject, whether federal, state or local.

“Reserve Floor” means, for any Calculation Period, the sum of (a) 10% plus (b) the product of (i) the Expected Short Dilution Ratio and (ii) the Short Dilution Horizon Ratio plus (c) the product of (i) the Expected Long Dilution Ratio and (ii) the Long Dilution Horizon Ratio.

“Reserve Percentage” means the percentage equal to the greater of (a) the sum of (i) the Loss Reserve, (ii) the Aggregate Dilution Reserve, (iii) the Yield Reserve, and (iv) the Servicing Reserve, and (b) the Reserve Floor.

“S&P” means Standard & Poor’s Ratings Group, a division of The XxXxxx-Xxxx Companies, Inc.

“Scheduled Commitment Termination Date” means September 27, 2011, as extended from time to time by mutual agreement of the parties hereto.

“Scheduled Interest Payment Date” means, with respect to each Loan, each Distribution Date hereafter.

“Secured Obligations” has the meaning set forth in Section 5.1(b).

“Secured Parties” means Lender, Administrator and each Indemnified Party, and the successors and permitted assigns of each of the foregoing.

“Servicer” means G&K, or any successor Servicer appointed as provided in Section 11.5.

“Servicer Event of Default” shall have the meaning specified in Section 11.7.

“Servicing Fee” means, as to any Calculation Period, the fee payable to Servicer which, so long as G&K or one of its Affiliates is Servicer, shall be equal to the Servicing Fee Rate divided by 12 multiplied by the Aggregate Unpaid Balance at the beginning of such Calculation Period. The Servicing Fee for any successor Servicer shall be equal to the fee reasonably agreed to by Administrator and such successor Servicer.

“Servicing Fee Rate” means 2.40%.

“Servicing Reserve” means, on any date of determination, the product of: (a) the highest Day Sales Outstanding Ratio during the 12 fiscal months ending on the most recent Calculation Date, (b) the Stress Factor, (c) 2.40%, and (d) 1/360.

“Short Dilution Horizon Ratio” means, on any date of determination, the ratio computed by dividing (a) 33% of Credit Sales for the Calculation Period then most recently ended by (b) an amount equal to the Aggregate Unpaid Balance as of the last day of such most recently ended Calculation Period, minus the aggregate Excess Concentration Amount as of the last day of such most recently ended Calculation Period.

“Short Dilution Ratio” means, as of any date of determination, the ratio (expressed as a percentage) computed as of the most recent Calculation Date by dividing (a) Short Dilutions for the Calculation Period ending on such Calculation Date by (b) Credit Sales for the Calculation Period ending 1 fiscal month prior to such Calculation Date.

“Short Dilution Reserve” means, on any date of determination, the product computed as of the most recent Calculation Date, of (a) the sum of (i) the product of (x) the Stress Factor times (y) the Expected Short Dilution Ratio plus (ii) the product of (x) the positive difference, if any, between (1) the Short Dilution Spike Rate less (2) the Expected Short Dilution Ratio times (y) a ratio computed by dividing (1) the Short Dilution Spike Rate by (2) the Expected Short Dilution Ratio times (b) the Short Dilution Horizon Ratio.

“Short Dilution Spike Rate” means, (a) on any date of determination prior to February 28, 2009, the highest Short Dilution Ratio over the period commencing on March 1, 2008 and ending on the most recent Calculation Date and (b) on any date of determination thereafter, the highest Short Dilution Ratio over the twelve-fiscal-month period ending on the most recent Calculation Date.

“Short Dilutions” means, for any period of determination, the aggregate amount of all Dilutions that are net credit invoices and that have been applied within ten (10) Business Days of the creation of such Dilutions during such period.

“Significant Event” means any Amortization Event or Event of Default.

“Solvent” means with respect to any Person that as of the date of determination both (A)(i) the then fair saleable value of the property of such Person is (y) greater than the total amount of liabilities (including contingent liabilities) of such Person and (z) not less than the amount that will be required to pay the probable liabilities on such Person’s then existing debts

as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to such Person; (ii) such Person’s capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (iii) such Person does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (B) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stress Factor” means 2.0.

“Subordinated Note” has the meaning specified in the Receivables Sale Agreement.

“Subsidiary” means, with respect to any Person, a corporation of which such Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors.

“Support Provider” means and includes any entity now or hereafter extending credit or liquidity support or having a commitment to extend credit or liquidity support to or for the account of, or to make loans to or purchases from, Lender or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with the commercial paper program of Lender.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities (including but not limited to interest and penalties) with respect to the foregoing, imposed by any Governmental Authority.

“Transaction Documents” means this Agreement, the Receivables Sale Agreement, the Lender Note, the Fee Letter, the Subordinated Note, and the other instruments, certificates, agreements, reports and documents to be executed and delivered under or in connection with this Agreement or the Receivables Sale Agreement (except the Program Documents), as any of the foregoing may be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with this Agreement.

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

“Unmatured Servicer Event of Default” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute a Servicer Event of Default.

“Unmatured Significant Event” means any event that, if it continues uncured, will, with lapse of time or notice or lapse of time and notice, constitute a Significant Event.

“Unpaid Balance” means, with respect to any Receivable, the sum of (a) the Outstanding Balance thereof, plus (without duplication), (b) the aggregate amount required to repay in full all interest, finance, prepayment and other fees or charges of any kind payable in respect of, such Outstanding Balance.

“Voluntary Advance Agreement” means the Voluntary Advance Agreement, dated as of March 11, 1999, among Lender, Administrator and Bank, as it may be amended, supplemented, restated or otherwise modified from time to time.

“Yield Reserve” means, on any date of determination, the product of (a) the highest Day Sales Outstanding Ratio during the 12 fiscal months ending on the most recent Calculation Date, (b) the Stress Factor, (c) the Prime Rate as in effect on such Calculation Date and (d) 1/360.

Section 1.2 Other Definitional Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement have the meanings as so defined herein when used in the Lender Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto.

(b) Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement, the Lender Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form in Section 1.1 shall mean the singular thereof when the singular form of such term is used herein or therein.

(c) The words “hereof”, “herein”, “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.

Section 1.3 Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.4 Computation of Time Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

ARTICLE II.
THE LENDER’S COMMITMENT, BORROWING PROCEDURES AND LENDER
NOTE

Section 2.1 Lender’s Commitment. On the terms and subject to the conditions set forth in this Agreement, Lender agrees to make loans to Borrower on a revolving basis from time to time (the “Lender’s Commitment”) before the Commitment Termination Date in such amounts as may be from time to time requested by Borrower pursuant to Section 2.2; provided, however, that the aggregate principal amount of all Loans from time to time outstanding hereunder shall not exceed the lesser of (a) the Facility Limit and (b) the Borrowing Base. Within the limits of the Lender’s Commitment, Borrower may borrow and (subject to Section 4.1(a)) prepay and reborrow under this Section 2.1.

Section 2.2 Borrowing Procedures. Borrower (or Servicer on its behalf) may request a Loan hereunder by giving notice to Administrator of a proposed borrowing not later than 2:00 p.m. (Atlanta, Georgia time), (a) three (3) Business Days prior to the proposed date of any borrowing that will accrue interest at the LIBOR Rate and (b) two (2) Business Days prior to the proposed date of any other borrowing (or such lesser period of time as Lender may consent). Each such notice (herein called a “Borrowing Request”) shall be in the form of Exhibit A (or, if acceptable to Administrator, the information required therein may be given by telephone) and shall include the date and amount of such proposed borrowing. Any Borrowing Request given by Borrower (or Servicer on its behalf) pursuant to this Section 2.2 shall be irrevocable and binding on Borrower. Any Borrowing Request may be delivered by facsimile transmission or by electronic mail message attaching a portable data format or “.pdf” file containing an image of the signed request, provided, however, that no such transmission or electronic mail message shall be deemed to be delivered unless and until Borrower (or Servicer on its behalf) confirms Administrator’s actual receipt thereof by telephone.

Section 2.3 Funding. Subject to the satisfaction of the conditions precedent set forth in Article VII with respect to such Loan and the limitations set forth in Section 2.1, Lender shall make the proceeds of such requested Loan available to Administrator at its office in Atlanta, Georgia in immediately available funds on the proposed date of borrowing. Upon receipt by Administrator of such funds, Administrator will make such funds available to Borrower at such office on such date. Each borrowing shall be on a Business Day and shall be in an amount of at least $1,000,000 and in integral multiples of $500,000 (or in such other amounts as Lender or Administrator may approve).

Section 2.4 Representation and Warranty. Each request for a borrowing pursuant to Section 2.2 shall automatically constitute a representation and warranty by Borrower to Administrator and Lender that on the requested date of such borrowing (a) the representations and warranties contained in Article VIII will be true and correct as of such requested date as though made on such date, (b) no Significant Event or Unmatured Significant Event has occurred and is continuing or will result from such borrowing, and (c) after giving effect to such requested borrowing, the aggregate principal balance of the outstanding Loans hereunder will not exceed the lesser of the Borrowing Base and the Facility Limit.

Section 2.5 Extension of Lender’s Commitment. The Lender’s Commitment shall terminate on the Commitment Termination Date. Notwithstanding the foregoing:

(a) Lender or Administrator, on Lender’s behalf, shall use reasonable effort to give Borrower not less than 60 days’ prior notice of any scheduled termination of the Credit Banks’ commitments under the Credit Agreement and shall promptly notify Borrower of any extension thereof,

(b) Not more than 60 days prior to the Liquidity Termination Date in effect from time to time, Borrower may request that Lender or Administrator, on Lender’s behalf, seek the Liquidity Banks’ consent to extend the Liquidity Termination Date for a period which, when aggregated with the number of days remaining until the existing Liquidity Termination Date would not cause the Liquidity Banks’ commitments under the Liquidity Agreement as so extended to exceed 364 days in toto, and

(c) Not more than 60 days prior to the Scheduled Commitment Termination Date in effect from time to time, Borrower may request that Lender consent to extend the Scheduled Commitment Termination Date for an additional 364-day period.

Administrator shall advise Borrower in writing whether each request made pursuant to the foregoing clause (b) or clause (c) has been granted within thirty (30) days after such request has been made and whether such consent is subject to satisfaction of any conditions precedent. If any such request is not granted within thirty (30) days after such request has been made, the Liquidity Termination Date or Scheduled Commitment Termination Date, as the case may be, shall remain unchanged. If any such request is granted within thirty (30) days after such request has been made, the Liquidity Termination Date or Scheduled Commitment Termination Date, as the case may be, shall be extended as provided in Administrator’s written notice upon satisfaction of any conditions precedent specified therein (including, without limitation, payment of the Extension Fee).

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).

Section 2.7 Note. Each Loan from Lender shall be evidenced by a single promissory grid note (herein, as amended, modified, extended or replaced from time to time, called the “Lender Note”) substantially in the form set forth in Exhibit B, with appropriate insertions, payable to the order of Lender. Borrower hereby irrevocably authorizes Administrator in connection with the Lender Note to make (or cause to be made) appropriate notations on the grid attached to the Lender Note (or on any continuation of such grid, or at Administrator’s option, in its records), which notations, if made, shall evidence, inter alia, the

date of, the outstanding principal of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall be rebuttably presumptive evidence of the subject matter thereof, absent manifest error; provided, however, that the failure to make any such notations shall not limit or otherwise affect any Obligations of Borrower.

Section 2.8 Concentration Accounts. Borrower will ensure that each of the Concentration Accounts has been transferred into Borrower’s name on or before the Closing Date, and will ensure that all available funds from each of the Deposit Accounts are swept on a daily basis into a Concentration Account.

ARTICLE III.
INTEREST, FEES, ETC.

Section 3.1 Interest Rates. Borrower hereby promises to pay interest on the unpaid principal amount of each Loan (or each portion thereof) for the period commencing on the date of such Loan until such Loan is paid in full, as follows:

(a) for each day while the making or maintenance of such Loan (or the applicable portion thereof) by Lender is funded by the issuance of Commercial Paper Notes of Lender, at a rate per annum equal to the sum of (i) the Commercial Paper Rate applicable to such day, plus (ii) the Applicable Margin;

(b) at all times while the making or maintenance of such Loan (or the applicable portion thereof) by Lender is funded during each Interest Period pursuant to the Liquidity Agreement or the Voluntary Advance Agreement, at a rate per annum equal to the sum of (i) the Alternative Rate applicable to such Interest Period, plus (ii) the Liquidity Premium; and

(c) notwithstanding the provisions of the preceding clauses (a) and (b), in the event that a Significant Event or an Unmatured Significant Event has occurred and is continuing, at a rate per annum (the “Default Rate”) equal to the Base Rate applicable from time to time (but not less than the interest rate in effect for such Loan as at the date of such Significant Event or Unmatured Significant Event), plus the Applicable Margin applicable during the existence and continuance of an Event of Default. After the date any principal amount of any Loan is due and payable (whether on the Scheduled Commitment Termination Date, upon acceleration or otherwise) or after any other monetary Obligation of Borrower arising under this Agreement shall become due and payable, Borrower shall pay (to the extent permitted by law, if in respect of any unpaid amounts representing interest) interest (after as well as before judgment) on such amounts at a rate per annum equal to the Default Rate. No provision of this Agreement or the Lender Note shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law.

Section 3.2 Interest Payment Dates. Interest accrued on each Allocation shall be payable, without duplication:

(a) on each Scheduled Interest Payment Date prior to the Scheduled Commitment Termination Date, for the period since the creation of such Allocation (in the case of the first Scheduled Interest Payment Date thereafter) or since the prior Scheduled Interest Payment Date (in the case of any subsequent Scheduled Interest Payment Date);

(b) on the date of any payment or prepayment (in whole or in part) of principal outstanding in such Allocation, on the amount paid or prepaid if requested by the Lender (it being understood that, regardless of any such request by the Lender, any prepayment shall be accompanied by any amounts owing under Section 6.2);

(c) in full, on the Scheduled Commitment Termination Date (whether at scheduled maturity or upon acceleration thereof pursuant to Section 10.3); and

(d) from and after the Scheduled Commitment Termination Date, upon demand.

Section 3.3 Interest Allocations. Administrator shall from time to time and in its sole discretion determine whether interest in respect of the Loans then outstanding, or any portion thereof, shall be calculated by reference to the Commercial Paper Rate (such portion being herein called a “CP Allocation”) or an Alternative Rate (such portion being herein called an “Alternative Rate Allocation”, and together with a CP Allocation individually called an “Allocation”, and collectively, “Allocations”); provided, however, that, Administrator shall use its reasonable efforts to allocate all or substantially all of the Loans from Lender to a CP Allocation (it being understood that if Lender is not able to issue sufficient Commercial Paper Notes to fund all of its assets at such time and no Significant Event or Unmatured Significant Event has occurred and is continuing, Lender and Administrator shall, at least, fund the Loans pro rata with its other non-defaulted assets with Commercial Paper Notes); provided further, however, that Administrator may determine, at any time and in its sole discretion, that the Commercial Paper Rate is unavailable or otherwise not desirable, in which case the Loans from Lender will be allocated to an Alternative Rate Allocation (unless the Default Rate is in effect).

Section 3.4 Fees. Borrower agrees to pay Administrator and Lender certain Fees in the amounts and on the dates set forth in the letter agreement executed in connection herewith between Borrower, Administrator and Lender (as the same may be amended, supplemented, restated or otherwise modified, the “Fee Letter”).

Section 3.5 Computation of Interest and Fees. All interest, Fees and Servicing Fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest, Fee or Servicing Fee is payable over a year comprised of 360 days.

ARTICLE IV.
REPAYMENTS AND PREPAYMENTS; DISTRIBUTION OF COLLECTIONS

Section 4.1 Repayments and Prepayments. Borrower shall repay in full the unpaid principal amount of each Loan on the Scheduled Commitment Termination Date. Prior thereto, Borrower:

(a) may, from time to time on any Business Day, make a prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided, however, that, (i) unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least two (2) Business Days’ (or, in the case of a voluntary prepayment of $10,000,000 or more, at least seven (7) Business Days’) prior written notice to Administrator, (ii) unless otherwise consented to by Administrator, all such voluntary partial prepayments shall be in a minimum amount of $1,000,000 and an integral multiple of $100,000, and (iii) unless and until the aggregate outstanding principal balance of the Loans hereunder is less than 10% of the highest amount ever borrowed hereunder, no such prepayment may be made with any funds other than (A) Collections and (B) the Borrower’s initial paid-in cash capital (if any then remains);

(b) shall, on each date when any reduction in the Facility Limit shall become effective pursuant to Section 2.6, make a prepayment of the Loans in an amount equal to the excess, if any, of the aggregate outstanding principal amount of the Loans over the Facility Limit as so reduced;

(c) shall, immediately upon any acceleration of the Scheduled Commitment Termination Date of any Loans pursuant to Section 10.3, repay all Loans, unless, pursuant to Section 10.3(a), only a portion of all Loans is so accelerated, in which event Borrower shall repay the accelerated portion of the Loans; and

(d) shall, immediately upon discovering that a Borrowing Base Deficit exists, make a prepayment of the Loans in an amount equal to such Borrowing Base Deficit. Each such prepayment shall be subject to the payment of any amounts required by Section 6.2.

Section 4.2 Application of Collections.

(a) All Collections deposited in each Concentration Account shall be distributed by Servicer at such times and in the order of priority set forth in this Section 4.2.

(b) On each Distribution Date prior to the Commitment Termination Date, Servicer shall distribute from Collections on deposit in the Concentration Accounts on such Distribution Date, if any, the following amounts, without duplication in the following order of priority:

first, to the extent due and owing under this Agreement or any other Transaction Document, the accrued Servicing Fee payable for the prior Calculation Period (plus, if applicable, the amount of Servicing Fee payable for any prior Calculation Period to the extent such amount has not been distributed to Servicer);

second, interest accrued on the Loans pursuant to Section 3.1 during the period from the most recent Distribution Date to the current Distribution Date (plus, if applicable, the amount of interest on the Loans accrued for any prior period to the extent such amount has not been paid, and to the extent permitted by law, interest thereon);

third, to the extent due and owing under any Transaction Document, all Fees accrued during the prior Calculation Period (plus, if applicable, the amount of Fees accrued for any prior Calculation Period to the extent such amount has not been distributed to Lender or Administrator);

fourth, as a repayment of principal of the Loans, an amount equal to the Borrowing Base Deficit, if any;

fifth, to the extent due and owing under any Transaction Document on such Distribution Date, all other Secured Obligations owed to any Secured Party;

sixth, to the extent due and owing under this Agreement or any other Transaction Document on such Distribution Date, all other obligations then payable by Borrower to Administrator or Lender; and

seventh, the balance, if any, to Borrower.

(c) On each Distribution Date from and after the Commitment Termination Date, Servicer shall distribute from Collections, if any, on deposit in each Concentration Account on such Distribution Date the following amounts, without duplication in the following order of priority:

first, the accrued but unpaid Servicing Fee due and owing on such Distribution Date;

second, all other Secured Obligations due and owing on such Distribution Date; and

third, once all amounts described in clauses first and second above have been paid in full, the balance, if any, to Borrower.

Section 4.3 Application of Certain Payments. Each payment of principal of the Loans shall be applied to such Loans as Borrower shall direct or, in the absence of such notice or during the existence of a Significant Event or after the Commitment Termination Date, as Administrator shall determine in its discretion.

Section 4.4 Due Date Extension. If any payment of principal or interest with respect to any Loan falls due on a day which is not a Business Day, then such due date shall be extended to the next following Business Day, and additional interest shall accrue at the applicable interest rate and be payable for the period of such extension.

Section 4.5 Making of Payments. All payments of principal of, or interest on, the Loans and of all Fees, and all amounts to be deposited by Borrower or Servicer hereunder, shall be made by Borrower or Servicer, as applicable, no later than 12:00 noon (Atlanta, Georgia time), on the day when due in lawful money of the United States of America in immediately available funds to Bank, as Administrator, Reference: Three Pillars Funding LLC/G&K Receivables Corp. Transaction, Account No. 8800171236, ABA No. 000000000, at Bank’s office at 303 Peachtree Street, NE, 23rd Floor, in Atlanta, Georgia, Attn: Xxxxx Xxxxxxx (the “Administrator’s Account”). Funds received by Administrator after 12:00 noon (Atlanta, Georgia time), on the date when due, will be deemed to have been received by Administrator on its next following Business Day.

ARTICLE V.
SECURITY INTEREST

Section 5.1 Grant of Security.

(a) Borrower hereby assigns and pledges to Administrator (for the benefit of the Secured Parties), and hereby grants to Administrator (for the benefit of the Secured Parties) a security interest in all of Borrower’s right, title and interest in and to the following, whether now or hereafter existing and wherever located:

(i) all Receivables, Related Security and Receivable Files;

(ii) all of Borrower’s rights, remedies, powers and privileges in respect of the Receivables Sale Agreement, including, without limitation, its rights to receive Purchase Price Credits and indemnity payments thereunder;

(iii) the Concentration Account and all funds on deposit therein, together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; and

(iv) all products and proceeds (including, without limitation, insurance proceeds) of, and additions, improvements and accessions to, and books and records describing or used in connection with, all and any of the property described above (items (i) through (iii) are collectively referred to as the “Collateral”).

(b) This grant of security secures the payment and performance of all Obligations of Borrower now or hereafter existing or arising under, or in connection with, this Loan Agreement, the Lender Note and each other Transaction Document, whether for principal, interest, costs, Fees, Indemnified Amounts, expenses or otherwise (all such Obligations of Borrower being called the “Secured Obligations”).

(i) remain in full force and effect until Administrator’s (for the benefit of the Secured Parties) interest in the Collateral shall have been released in accordance with Section 5.4;

(ii) be binding upon Borrower, its successors, transferees and assigns; and

(iii) inure, together with the rights and remedies of Administrator (for the benefit of the Secured Parties) hereunder, to the benefit of Administrator and each Secured Party and their respective successors, transferees and assigns.

Section 5.2 Administrator Appointed Attorney-in-Fact. Borrower hereby irrevocably appoints Administrator (for the benefit of the Secured Parties) as Borrower’s attorney-in-fact, with full authority in the place and stead of Borrower and in the name of Borrower or otherwise, from time to time in Administrator’s discretion, after the occurrence and during the continuation of a Significant Event to take any action and to execute any instrument which Administrator may deem necessary or advisable to accomplish the purposes of the Transaction Documents, including, without limitation:

(a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper, in connection with clause (a) above;

(c) to file any claims or take any action or institute any proceedings which Administrator may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Administrator (for the benefit of the Secured Parties) with respect to any of the Collateral;

(d) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions hereunder; and

(e) to perform the affirmative obligations of Borrower under the Transaction Documents. Administrator agrees to give Borrower and Servicer written notice of the taking of any such action, but the failure to give such notice shall not affect the rights, power or authority of Administrator with respect thereto. Borrower hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section 5.2 is irrevocable and coupled with an interest.

Section 5.3 Administrator May Perform. If Borrower fails to perform any agreement contained herein, Administrator (for the benefit of the Secured Parties) may itself perform, or cause performance of such agreement, and the expenses of Administrator incurred in connection therewith shall be payable by Borrower.

Section 5.4 Release of Collateral. Administrator’s (for the benefit of the Secured Parties) right, title and interest in the Collateral shall be released effective on the date occurring after the Commitment Termination Date on which all Secured Obligations shall have been finally and fully paid and performed.

ARTICLE VI.
INCREASED COSTS, ETC.

Section 6.1 Increased Costs. If any change in Regulation D of the Board of Governors of the Federal Reserve System, or any Regulatory Change, in each case occurring after the date hereof:

(a) shall subject any Affected Party to any tax, duty or other charge with respect to any Loan made or funded by it, or shall change the basis of taxation of payments to such Affected Party of the principal of or interest on any Loan owed to or funded by it or any other amounts due under this Agreement in respect of any Loan made or funded by it (except for changes in the rate of tax on the overall net income of such Affected Party imposed by the jurisdiction in which such Affected Party’s principal executive office is located); or

(b) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve included in the determination of interest rates pursuant to Section 3.1), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected Party; or

(c) shall change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or

(d) shall impose on any Affected Party any other condition affecting any Loan made or funded by any Affected Party;

and the result of any of the foregoing is or would be to (i) increase the cost to or to impose a cost on (I) an Affected Party funding or making or maintaining any Loan (including extensions of credit under the Liquidity Agreement, the Voluntary Advance Agreement or any Credit Advance, or any commitment of such Affected Party with respect to any of the foregoing), or (II) Administrator for continuing its or Borrower’s relationship with Lender, (ii) to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, the Lender Note, the Liquidity Agreement, the Voluntary Advance Agreement or the Credit Agreement with respect thereto, or (iii) in the good faith determination of such Affected Party, to reduce the rate of return on the capital of an Affected Party as a consequence of its obligations hereunder, or under the Liquidity Agreement, the Voluntary Advance Agreement or Credit Agreement, or arising in connection herewith or therewith to a level below that which such Affected Party could otherwise have achieved, then after demand by such Affected Party to Borrower (which demand shall be accompanied by a written statement setting forth the basis of such demand), Borrower shall pay such Affected Party such additional amount or amounts as

will (in the reasonable determination of such Affected Party) compensate such Affected Party for such increased cost or such reduction. Such written statement (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be rebuttably presumptive evidence of the subject matter thereof.

Section 6.2 Funding Losses. Borrower hereby agrees that upon demand by any Affected Party (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed), Borrower will indemnify such Affected Party against any net loss or expense which such Affected Party may sustain or incur (including, without limitation, any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Affected Party to fund or maintain any Allocation made by Lender to Borrower), as reasonably determined by such Affected Party, as a result of (a) any payment or prepayment (including any mandatory prepayment) of any Allocation on a date other than the last day of the Interest Period for such Allocation, or (b) any failure of Borrower to borrow any Loan on a date specified therefor in a related Borrowing Request. Such written statement shall, in the absence of manifest error, be rebuttably presumptive evidence of the subject matter thereof.

Section 6.3 Withholding Taxes.

(a) All payments made by Borrower hereunder (or by Servicer, on behalf of Borrower, hereunder) shall be made free and clear of, and without reduction or withholding for or on account of, any present or future Covered Taxes, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority or other taxing authority. If any Covered Taxes are required to be withheld from any amounts payable to Administrator or Lender, the amounts so payable to Administrator or Lender shall be increased to the extent necessary to yield to Administrator or Lender (after payment of all such Covered Taxes) all such amounts payable hereunder at the rates or in the amounts specified herein. Whenever any Covered Taxes are payable by Borrower, as promptly as possible thereafter, Borrower shall send to Administrator for its own account or for the account of Lender, as the case may be, a certified copy of an original official receipt received by Borrower showing payment thereof. If Borrower fails to pay any Covered Taxes when due to the appropriate taxing authority or fails to remit to Administrator the required documentary evidence, Borrower shall indemnify Administrator and Lender for such Covered Taxes and any incremental taxes that may become payable by Administrator or Lender as a result of any such failure.

(b) At least five (5) Business Days prior to the first date on which any payments, including discount or Fees, are payable hereunder for the account of Lender, if Lender is not organized under the laws of the United States, Lender agrees to deliver to each of Borrower and Administrator two (2) duly completed copies of (i) United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form) certifying that such Lender is entitled to receive payments hereunder without deduction or withholding of any United States federal income taxes or (ii) United States Internal Revenue Service Form W-8 or W-9 (or successor applicable form) to establish an exemption from United States backup withholding tax. Lender shall replace or update such forms as is necessary or appropriate to maintain any applicable exemption or as is requested by Administrator or Borrower. If Lender does not deliver the forms described in this Section 6.3(b), Borrower or Administrator shall withhold United States federal

income taxes from any payments made hereunder at the statutory rate applicable to payments made to Lender. Lender agrees to indemnify and hold Borrower and Administrator harmless for any United States federal income taxes, penalties, interest and other costs and losses incurred or payable by Borrower or Administrator as a result of either (x) Lender’s failure to submit any form required to be provided pursuant to this Section 6.3(b) or (y) Borrower’s or Administrator’s reliance on any form that Lender has provided pursuant to this Section 6.3(b).

ARTICLE VII.
CONDITIONS TO BORROWING

Section 7.1 Initial Loan. The obligation of Lender to make the initial Loan hereunder is subject to the conditions precedent that Administrator shall have received all of the following, each duly executed and dated the date of such Loan (or such earlier date as shall be satisfactory to Administrator), in form and substance satisfactory to Administrator:

7.1.1 Resolutions. Certified copies of resolutions of the Boards of Directors of Borrower and the Originators authorizing or ratifying the execution, delivery and performance, respectively, of the Transaction Documents to which it is a party, together with a certified copy of its Organizational Documents.

7.1.2 Consents, etc. Certified copies of all documents evidencing any necessary consents and governmental approvals (if any) with respect to the Transaction Documents.

7.1.3 Incumbency and Signatures. A certificate of the Secretary or an Assistant Secretary of Borrower, Servicer and each Originator certifying the names of its officer or officers authorized to sign the Transaction Documents to which it is a party.

7.1.4 Good Standing Certificates. Good standing certificates for Borrower, Servicer and each Originator issued as of a recent date acceptable to Administrator by (a) the Secretary of State of the jurisdiction of such Person’s organization, and (b) the Secretary of State of the jurisdiction where such Person’s chief executive office and principal place of business are located.

7.1.5 Financing Statements. (i) Acknowledgment copies of proper financing statements (Form UCC-1), filed on or prior to the date of the initial Loan, naming Borrower as debtor and Administrator (for the benefit of the Secured Parties) as the secured party as may be necessary or, in the opinion of Administrator, desirable under the UCC to perfect Administrator’s (for the benefit of the Secured Parties) security interest in the Collateral, (ii) acknowledgment copies of proper financing statements, filed on or prior to the date of the initial Loan, naming each Originator, as seller/debtor, Borrower as assigning secured party and Administrator as total assignee of secured party as may be necessary or, in the opinion of Administrator, desirable under the UCC to perfect Borrower’s ownership interest in the Receivables, and (iii) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to

release all liens and other Adverse Claims of any Person in the Collateral granted by Borrower or any Originator.

7.1.6 Search Reports. A written search report provided to Administrator by a search service acceptable to Administrator listing all effective financing statements that name Borrower or any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to Section 7.1.5 above and in such other jurisdictions that Administrator shall reasonably request, together with copies of such financing statements (none of which shall cover any Collateral or interests therein or proceeds of any thereof), and tax and judgment lien search reports from a Person satisfactory to Administrator showing no evidence of such lien filed against Borrower or any Originator.

7.1.7 Fee Letter; Payment of Fees. The Fee Letter, together with all outstanding Fees payable pursuant to the Fee Letter.

7.1.8 Receivables Sale Agreement. (i) Duly executed and delivered counterparts of each of the Receivables Sale Agreement and all documents, agreements and instruments contemplated thereby, and (ii) evidence that each of the conditions precedent to the execution and delivery of the Receivables Sale Agreement has been satisfied to Administrator’s satisfaction, and that the initial assignments and transfers under the Receivables Sale Agreement have been consummated.

7.1.9 Opinions of Counsel. Opinions of counsel to Borrower, Servicer and each Originator in form and substance satisfactory to Administrator.

7.1.10 Lender Note. The Lender Note, duly executed by Borrower.

7.1.11 Borrowing Base Certificate. A Borrowing Base Certificate, duly executed by an officer of Servicer on Borrower’s behalf showing a calculation of the Borrowing Base as of the date of such initial Loan.

7.1.12 Concentration Account Agreements. A Concentration Account Agreement with respect to each Concentration Account, duly executed by all of the parties thereto.

7.1.13 Releases. Releases and termination statements duly executed by each Person, other than Borrower, that has an interest in the Receivables.

7.1.14 Other. Such other documents, certificates and opinions as Administrator may request.

Section 7.2 All Loans. The making of each Loan, including without limitation, the initial Loan, is subject to the conditions precedent that:

7.2.1 No Default, etc. (i) No Significant Event, Unmatured Significant Event or Servicer Event of Default has occurred and is continuing or will result

from the making of such Loan, (ii) the representations and warranties of Borrower contained in Article VIII are true and correct as of the date of such requested Loan, with the same effect as though made on the date of such Loan, and (iii) after giving effect to such Loan, the aggregate unpaid balance of the Loans will not exceed the Borrowing Base or the Facility Limit. By making a Borrowing Request, Borrower shall be deemed to have represented and warranted that items (i), (ii) and (iii) in the preceding sentence are true and correct.

7.2.2 Borrowing Request, etc. Administrator shall have received a Borrowing Request for such Loan in accordance with Section 2.2, together with all items required to be delivered in connection therewith.

7.2.3 Commitment Termination Date. The Commitment Termination Date shall not have occurred.

7.2.4 Collateral Review. Administrator shall have received the most-recent Collateral Review pursuant to Section 9.1.5(c).

7.2.5 Accounts. The Concentration Accounts shall be subject to valid and perfected first priority security interest in favor of Administrator for the benefit of the Secured Parties. Each of the Concentration Accounts shall have been transferred into Borrower’s name, and each of the Deposit Accounts shall be subject to an automatic sweep each Business Day into a Concentration Account.

ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES

In order to induce Lender and Administrator to enter into this Agreement and, in the case of Lender, to make Loans hereunder, Borrower hereby represents and warrants to Administrator and Lender as to itself as follows, and Servicer hereby represents and warrants to Administrator and Lender as to itself as follows:

Section 8.1 Existence and Power. Servicer is a corporation duly organized under the laws of the State of Minnesota. Borrower is a corporation duly organized under the laws of the State of Minnesota. Each of Servicer and Borrower is validly existing and in good standing under the laws of its state of organization and is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

Section 8.2 Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by each of Servicer and Borrower of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and Borrower’s use of the proceeds of the Loans made hereunder, are within its powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Servicer or Borrower is a party has been duly executed and delivered by Servicer or Borrower, as the case may be.

Section 8.3 No Conflict. The execution and delivery by each of Borrower and Servicer of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on its assets (except as created under the Transaction Documents) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

Section 8.4 Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Servicer or Borrower of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

Section 8.5 Actions, Suits. There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their officers, threatened against or affecting Borrower, Servicer or any of Servicer’s Subsidiaries which could reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making or repayment of any Loans. Other than any liability incident to any litigation, arbitration or proceeding which could not reasonably be expected to have a Material Adverse Effect, Servicer and its Subsidiaries have no material contingent obligations not provided for or disclosed in the footnotes to its financial statements delivered prior to the Closing Date.

Section 8.6 Binding Effect. This Agreement and each other Transaction Document to which G&K (as Servicer) or Borrower is a party constitute the legal, valid and binding obligations of G&K or Borrower, as the case may be, enforceable against it in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 8.7 Accuracy of Information. All information heretofore furnished by Borrower, Servicer or any of their respective Affiliates for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Borrower, Servicer or any of their respective Affiliates will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading.

Section 8.8 Margin Regulations; Use of Proceeds. Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans, directly or indirectly, will be used for a purpose that violates, or would be inconsistent with, Regulations T, U and X promulgated by the Federal Reserve Board from time to time. No portion of the proceeds of any Loan hereunder will be used for a purpose that violates, or would be inconsistent with, any other law, rule or regulation applicable to Borrower.

Section 8.9 Good Title. Borrower (i) is the legal and beneficial owner of the Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto or possesses a valid and perfected security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents and except for the GE Lighting Lien. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Borrower’s ownership interest in each such Receivable, its Collections and the Related Security.

Section 8.10 Perfection. This Agreement is effective to create a valid security interest in the Collateral favor of Administrator, for the benefit of the Secured Parties. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Administrator’s security interest, for the benefit of the Secured Parties, in the Collateral. The Collateral is free of any Adverse Claim except as created under the Transaction Documents.

Section 8.11 Places of Business and Locations of Records. The principal place of business and chief executive office of each of Borrower and Servicer is located at its address referred to on Schedule 15.3 to this Agreement (or at such other locations, notified to Administrator in jurisdictions where all action required to perfect or maintain the perfection of Administrator’s security interest in the Collateral has been taken). Borrower’s Federal Employer Identification Number is20-1571890 , and its Minnesota organizational identification number is 1028127-2.

Section 8.12 Accounts. Borrower represents and warrants that (a) Schedule 8.12 hereto is a complete and accurate listing, as of the Closing Date, of the Deposit Accounts and Concentration Accounts, (b) each of the Concentration Accounts has been transferred into Borrower’s name, and (c) each of the banks maintaining a Deposit Account has been instructed to sweep all available cash in such Deposit Account to a Concentration Account each Business Day. Neither Servicer nor Borrower has granted any interest in any Deposit Account or Concentration Account to any Person other than, in the case of the Concentration Accounts, Administrator. Administrator has exclusive control of the Concentration Accounts.

Section 8.13 No Material Adverse Effect. Since March 27, 2004, no event has occurred that could reasonable be expected to have a Material Adverse Effect.

Section 8.14 Names. The name in which Borrower has executed this Agreement is identical to the name of Borrower as indicated on the public record of the State of Minnesota. Borrower has not used any legal name, trade name or assumed name other than the name in which it has executed this Agreement.

Section 8.15 Ownership of Borrower; No Subsidiaries. All of the issued and outstanding equity interests of Borrower are owned beneficially and of record by G&K, free and clear of any Adverse Claim. Such equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Borrower. Borrower has no Subsidiaries.

Section 8.16 Not a Holding Company or an Investment Company. Neither Borrower nor Servicer is a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Neither Borrower nor Servicer is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

Section 8.17 Compliance with Credit and Collection Policy. Each of Borrower and Servicer has complied in all material respects with the applicable Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which Administrator has given its prior written consent.

Section 8.18 Solvency. Both before and after giving effect to each Loan, Borrower is Solvent.

Section 8.19 Eligible Receivables. Each Receivable included in the Borrowing Base as an Eligible Receivable as of the date of (a) any Borrowing Base Certificate, (b) any Monthly Report or (c) the making of any Loan, is an Eligible Receivable on such date.

Section 8.20 Accuracy of Information. All information heretofore furnished by, or on behalf of, Borrower or Servicer to Administrator or Lender in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in every material respect (without omission of any information necessary to prevent such information from being materially misleading).

Section 8.21 Sales by Originators. Each sale of Receivables by an Originator to Borrower shall have been effected under, and in accordance with the terms of, the Receivables Sale Agreement, including the payment by Borrower to such Originator of an amount equal to the purchase price therefor as described in the Receivables Sale Agreement, and each such sale shall have been made for “reasonably equivalent value” (as such term is used under § 548 of the United States Bankruptcy Code) and not for or on account of “antecedent debt” (as such term is used under § 547 of the United States Bankruptcy Code) owed by Borrower to such Originator.

ARTICLE IX.
COVENANTS OF BORROWER AND SERVICER

Section 9.1 Affirmative Covenants. From the date hereof until the first day, following the Commitment Termination Date, on which all Obligations shall have been finally and fully paid and performed, each of Borrower and Servicer hereby covenants and agrees with Lender and Administrator that as to itself, as follows:

9.1.1 Compliance with Laws, Etc. Each of Borrower and Servicer will comply in all material respects with all applicable laws, rules, regulations and orders of all governmental authorities (including those which relate to the Receivables).

9.1.2 Preservation of Legal Existence. Each of Borrower and Servicer will preserve and maintain its existence rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would have a Material Adverse Effect.

9.1.3 Performance and Compliance with Receivables. Each of Borrower and Servicer will timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Receivables and all other agreements related to such Receivables.

9.1.4 Credit and Collection Policy. Each of Borrower and Servicer will comply in all material respects with the Credit and Collection Policy.

9.1.5 Reporting Requirements. Each of Borrower and Servicer will furnish to Administrator and Lender:

(a) Financial Statements.

(i) as soon as available, and in any event within 95 days after the end of each year, a copy of the balance sheet of Borrower, in each case, as at the end of such year, together with the related statement of earnings for such year, certified by the chief executive officer, chief financial officer or controller of Borrower (which certification shall state that such balance sheet and statement or earnings fairly present the financial condition and results of operations for such year in accordance with GAAP except for the absence of footnotes), together with a certificate of such officer stating that such officer has obtained no knowledge that a Significant Event or Unmatured Significant Event has occurred and is continuing, or if, in the opinion of such officer, such a Significant Event or Unmatured Significant Event has occurred and is continuing, a statement as to the nature thereof;

(ii) as soon as available and in any event within 95 days after the end of each year, a balance sheet of G&K as of the end of such year and statements of income and retained earnings and of source and application of funds of G&K, along with consolidating statements, for the period commencing at the end of the previous year and ending with the end of such year, in each case setting forth comparative figures for the previous year, certified without material qualification in a manner satisfactory to Administrator by nationally recognized independent public accountants; and

(iii) as soon as available and in any event within 50 days after the end of each fiscal quarter, quarterly balance sheets and quarterly statements of source and application of funds and quarterly statements of income and retained earnings of G&K, certified by the chief executive or financial officer or controller of G&K (which certification shall state that such balance sheets and statements fairly present the financial condition and results of operations for such fiscal quarter, subject to year-end audit adjustments), delivery of which balance sheets and statements shall be accompanied by a certificate of such chief financial officer or controller to the effect that no Significant Event or Unmatured Significant Event has occurred and is continuing.

(b) Borrowing Base Certificates and Monthly Reports.

(i) [intentionally omitted]; and

(ii) On or before the second Business Day preceding each Distribution Date, Servicer shall prepare and deliver to Administrator and Lender a Monthly Report as of the last day of the fiscal month then most recently ended, signed by an authorized officer of Servicer.

(c) Significant Events. As soon as possible but in any event within one (1) Business Day after any officer of Borrower or Servicer becomes aware of the occurrence of a Significant Event or an Unmatured Significant Event, Borrower or Servicer, as the case may be, will deliver to Administrator and Lender an officer’s certificate of Borrower setting forth details of such event and the action that Borrower or Servicer, as the case may be, proposes to take with respect thereto.

(d) Servicing Certificate. Servicer shall deliver, or cause to be delivered, to Administrator, on or before the date that is 95 days after the end of each year, an officer’s certificate signed by the president, chief executive officer or any vice president of Servicer, dated as of the last day of the preceding year, stating that (a) a review of the activities of Servicer during the preceding 12-fiscal-month period and of its performance under this Agreement has been made under such officer’s supervision and (b) to the best of such officer’s knowledge, based on such review, Servicer has fulfilled its obligations under the Agreement throughout such year and has complied in all respects with the Credit and Collection Policy, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

(e) Collateral Review. On or before the Closing Date, and annually thereafter, a report of Commercial Lending Consultants or another firm acceptable to Administrator (each such report, a “Collateral Review”) which satisfies the requirements set forth on Schedule 9.1.5.

(f) Other. Promptly, from time to time, such other information,

documents, records or reports respecting the Collateral, the Receivables or the condition or operations, financial or otherwise, of Borrower or any Originator as Administrator may from time to time reasonably request in order to protect the interests of Administrator or Lender under or as contemplated by this Agreement or the other Transaction Documents.

9.1.6 Use of Proceeds. Borrower will use the proceeds of the Loans made hereunder solely in connection with the acquisition or funding of Receivables.

9.1.7 Separate Legal Entity. Borrower hereby acknowledges that Lender and Administrator are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon Borrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, Borrower shall take all reasonable steps to continue Borrower’s identity as a separate legal entity and to make it apparent to third Persons that Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth in Section 9.1.2, Borrower shall take such actions as shall be required in order that:

(a) Borrower will be a limited purpose company whose primary activities are restricted in its certificate of organization to owning the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

(b) Not less than one member of Borrower’s Board of Directors (each, an “Independent Director”) shall be an individual who is not, and during the past five (5) years has not been, a director, officer, employee or 5% beneficial owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of G&K or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by G&K or any of its Affiliates. The certificate of organization of Borrower shall provide that (i) the Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors;

(c) Any employee, consultant or agent of Borrower will be compensated from funds of Borrower, as appropriate, for services provided to Borrower;

(d) Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Agreement or otherwise consented to by Administrator and Lender;

(e) Borrower’s books and records will be maintained separately from those of any other Person;

(f) All audited financial statements of any Person that are consolidated to include Borrower will contain detailed notes clearly stating that (A) all of Borrower’s assets are owned by Borrower, and (B) Borrower is a separate legal entity;

(g) Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person;

(h) Borrower will strictly observe corporate formalities in its dealings with all other Persons, and funds or other assets of Borrower will not be commingled with those of any other Person;

(i) Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; and

(j) Any Person that renders or otherwise furnishes services to Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person.

9.1.8 Adverse Claims on Receivables. Each of Borrower and Servicer will, and will require the Originators to, defend each Receivable against all claims and demands of all Persons at any time claiming the same or any interest therein adverse to Administrator and the Secured Parties.

9.1.9 Further Assurances. At its expense, each of Borrower and Servicer will perform all acts and execute all documents reasonably requested by Administrator at any time to evidence, perfect, maintain and enforce the title or the security interest of Administrator in the Receivables and the priority thereof. Each of Borrower and Servicer will, at the reasonable request of Administrator, execute and deliver financing statements relating to or covering the Collateral and, where permitted by law, Borrower shall authorize Administrator to file one

or more financing statements signed only by Administrator. Borrower shall, and shall cause each Originator to, cause its computer records, master data processing records and other books and records relating to the Receivables to be marked, with a legend stating that the Receivables have been sold to Borrower and that the Collateral has been pledged to Administrator for the benefit of the Secured Parties.

9.1.10 Servicing. Servicer shall use all reasonable measures to prevent or minimize any loss being realized on a Receivable and shall take all reasonable steps to recover the full amount of such loss. Borrower and Servicer shall, at their own expense, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related goods and merchandise subject thereto. Servicer shall use its best efforts, consistent with prudent servicing procedures, to repossess or otherwise convert the ownership of the goods or merchandise securing any Receivable which becomes a Defaulted Receivable. Servicer shall follow such practices and procedures for servicing the Receivables as would be customary and usual for a prudent servicer under similar circumstances, including using reasonable efforts to realize upon any recourse to the Obligors and selling the goods securing a Receivable at a public or private sale.

9.1.11 Inspection. Each of Borrower and Servicer shall permit Lender, Administrator or their duly authorized representatives, attorneys or auditors to inspect the Receivables, the Receivable Files, Documents and the related accounts, records and computer systems, software and programs used or maintained by Borrower or Servicer at such times as Lender or Administrator may reasonably request. Upon instructions from Lender or Administrator, each of Borrower and Servicer shall release any document in its possession related to any Receivables to Lender or Administrator, as the case may be, or to Servicer, if requested by Lender or Administrator.

9.1.12 Cooperation. Each of Borrower and Servicer shall provide such cooperation, information and assistance, and prepare and supply Administrator with such data regarding the performance by the Obligors of their obligations under the Receivables and the performance by Borrower and Servicer of their respective obligations under the Transaction Documents, as may be reasonably requested by Administrator from time to time.

9.1.13 Facility. Servicer shall maintain its facility from which it services the Receivables in its present condition, ordinary wear and tear excepted, or such other facility of similar quality, security and safety as Servicer may select from time to time. Servicer shall make all property tax payments, lease payments and all other payments with respect to such facility. Servicer shall (i) ensure that Administrator shall have complete and unrestricted access, at Servicer’s expense, to such facility and all computers and other systems relating to the servicing of the Receivables and all persons employed at such facility, (ii) use its best efforts to retain the employees based at such facility to provide assistance to Administrator and (iii) continue to store on a daily basis all back-up files relating to the Receivables and the servicing of the Receivables at Servicer’s facilities, or such other storage facility of similar quality, security and safety as Servicer may select from time to time, in the case of each of clauses (i), (ii) and (iii) until the receipt of all Collections in respect of all Receivables or all Receivables have been written off in accordance with the Credit and Collection Policy.

9.1.14 Accounts. Borrower shall not maintain any bank accounts other than the accounts described on Schedule 8.12. Except as set forth in the last sentence of Section 11.2.3(b), neither Borrower nor Servicer shall make, nor will either of them permit any Originator to make, any change in its instructions to banks maintaining Deposit Accounts regarding the daily sweep of available balances thereto into a Concentration Account. Neither Borrower nor Servicer will, nor will either of them permit any Originator to (a) close any Concentration Account, or (b) add any Concentration Account to those listed on Schedule 8.12 unless Administrator shall have consented thereto and received a copy of a duly executed Concentration Account Agreement with respect to such added account.

Section 9.2 Negative Covenants. From the date hereof until the first day, following the Commitment Termination Date, on which all Obligations shall have been finally and fully paid and performed, each of Borrower and Servicer hereby covenants and agrees as to itself as follows:

9.2.1 Sales, Liens, Etc. Except pursuant to, or as contemplated by, the Transaction Documents, Borrower shall not sell (and shall not permit Servicer, acting on Borrower’s behalf to), assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist voluntarily or involuntarily any Adverse Claims upon or with respect to any of its assets, including, without limitation, the Collateral, any interest therein or any right to receive any amount from or in respect thereof.

9.2.2 Mergers, Acquisitions, Sales, Subsidiaries, etc. Borrower shall not:

(a) be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, except for Permitted Investments, or sell, transfer, assign, convey or lease any of

its property and assets (or any interest therein) other than pursuant to, or as contemplated by, this Agreement or the other Transaction Documents;

(b) make, incur or suffer to exist an investment in, equity contribution to, loan or advance to, or payment obligation in respect of the deferred purchase price of property from, any other Person, except for Permitted Investments or pursuant to the Transaction Documents;

(c) create any direct or indirect Subsidiary or otherwise acquire direct or indirect ownership of any equity interests in any other Person other than pursuant to the Transaction Documents; or

(d) enter into any transaction with any Affiliate except for the transactions contemplated by the Transaction Documents and other transactions upon fair and reasonable terms materially no less favorable to Borrower than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate.

9.2.3 Change in Business; Change in Credit and Collection Policy. Borrower will not make any change in the character of its business. Neither Borrower nor Servicer will make any change in the Credit and Collection Policy that could adversely affect the collectibility of any Receivable.

9.2.4 Other Debt. Borrower will not incur any Debt to any Person other than pursuant to this Agreement, the Receivables Sale Agreement or otherwise in connection with a transaction involving Lender, Bank, any Credit Bank, any Liquidity Bank or any other Persons providing liquidity or credit support to Lender.

9.2.5 Organizational Documents. Borrower shall not amend its Organizational Documents.

9.2.6 Jurisdiction of Organization; Location of Records. Borrower shall not change its jurisdiction of organization or permit the documents and records evidencing the Receivables to be moved unless (i) Borrower or Servicer, as the case may be, shall have given to Administrator prior written notice thereof, clearly describing the new location, and (ii) Borrower shall have taken such action, satisfactory to Administrator, to maintain the title or ownership of Borrower and any security interest of Administrator in the Collateral at all times fully perfected and in full force and effect. Servicer shall not, in any event, move the location where it conducts the servicing and collection of the Receivables from the address referred to on Schedule 15.3 to this Agreement, without the prior written consent of Administrator, which consent shall not be unreasonably withheld or delayed.

9.2.7 Financing Statements. Borrower shall not execute any effective financing statement (or similar statement or instrument of registration under the

laws of any jurisdiction) or statements relating to any Receivables other than the financing statements described in Section 7.1.5.

9.2.8 Business Restrictions. Borrower shall not (i) engage in any business other than the acquisition, financing and collection of Receivables and other Collateral, (ii) engage in any transactions or be a party to any documents, agreements or instruments, other than the Transaction Documents and those incidental to the purposes thereof, or (iii) incur any trade payables (other than for professional fees incurred in the ordinary course of business) or other liabilities not constituting Debt permitted under Section 9.2.4 if such the aggregate outstanding balance of such trade payables and other liabilities would at any time equal or exceed $12,300.

9.2.9 Other Agreements. Borrower will not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under any of the foregoing or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of Administrator.

ARTICLE X.
SIGNIFICANT EVENTS AND THEIR EFFECT

Section 10.1 Events of Default. Each of the following shall constitute an “Event of Default” under this Agreement:

10.1.1 Non-Payment of Loans, Etc. Borrower shall fail to make any payment when due of any principal of or interest on any Loan, or payment of any other Obligation payable by Borrower hereunder or under the other Transaction Documents, including, without limitation, any Fees and Indemnified Amounts, or shall fail to make any deposit required to be made hereunder when due and, in each of the foregoing cases, such failure shall continue for two (2) Business Days.

10.1.2 Non-Compliance with Other Provisions. Borrower shall:

(a) fail to perform or observe any covenant contained in Section 9.2 of this Agreement and such failure shall remain unremedied for two (2) Business Days after the earlier to occur of (i) Borrower’s having knowledge thereof and (ii) Borrower’s having received written notice thereof from the Lender or Administrator, or

(b) fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days.

10.1.3 Breach of Representations and Warranties. Any representation, warranty, certification or statement made by Borrower in this Agreement, any

other Transaction Document to which Borrower is a party or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

10.1.4 Bankruptcy. An Event of Bankruptcy shall have occurred and remained continuing with respect to Borrower or Servicer.

10.1.5 Tax Liens. The Internal Revenue Service shall file notice of a lien pursuant to § 6323 of the Internal Revenue Code with regard to any of the assets of Borrower, and such lien shall not have been released within fifteen (15) Business Days.

Section 10.2 Amortization Events. Each of the following shall constitute an “Amortization Event” under this Agreement:

10.2.1 Servicer Event of Default. A Servicer Event of Default shall have occurred and remained continuing.

10.2.2 Borrowing Base Deficit. A Borrowing Base Deficit shall exist and such condition shall continue unremedied for two (2) Business Days.

10.2.3 Default Ratio. The Default Ratio shall equal or exceed 1.75% on a rolling three-fiscal-month average basis at any time on or after the date hereof.

10.2.4 Dilution Ratio. The Short Dilution Ratio shall equal or exceed 4.75% on a rolling three-fiscal-month average basis at any time on or after the date hereof or the Long Dilution Ratio shall equal or exceed 5.3% on a rolling three-fiscal-month average basis at any time on or after the date hereof.

10.2.5 Delinquency Ratio. The Delinquency Ratio shall equal or exceed 2.50% on a rolling three-fiscal-month average basis at any time on or after the date hereof.

10.2.6 Accounts Receivable Turnover Ratio. The Accounts Receivable Turnover Ratio shall be less than 9.50 to 1 for any Calculation Period.

10.2.7 Event of Default. An Event of Default shall have occurred and be continuing.

10.2.8 Validity of Transaction Documents. (a) Any Transaction Document, or any lien or security interest granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of Borrower, Servicer or any Originator party to such Transaction Document, (b) Borrower, any Originator or Servicer shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability or (c) any security interest

securing any Secured Obligation shall, in whole or in part, cease to be a perfected first priority security interest.

10.2.9 Termination Date. The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur.

10.2.10 Change of Control. (a) During any period of twelve consecutive calendar months, (i) more than 50% of the members of the Board of Directors of G&K who were members on the first day of such period shall have resigned or been removed or replaced, other than as a result of death, disability, or change in personal circumstances, or (ii) any Person or “Group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but excluding (A) any employee benefit or stock ownership plans of G&K, and (B) members of the Board of Directors and executive officers of G&K as of the date of this Agreement, members of the immediate families of such members and executive officers, and family trusts and partnerships established by or for the benefit of any of the foregoing individuals) shall have acquired more than 50% of the outstanding voting equity interests of G&K, or (b) G&K shall cease to own, directly or indirectly through one or more wholly-owned Subsidiaries, 100% of the equity interests of the Borrower and, if G&K is not Servicer, of Servicer.

Section 10.3 Effect of Significant Event.

(a) Optional Termination. Upon the occurrence of a Significant Event (other than an Event of Default described in Section 10.1.4), Administrator may, and at the request of Lender shall, by notice to Borrower (a copy of which shall be promptly forwarded by Administrator to each Rating Agency), declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Lender’s Commitment (if not theretofore terminated) to be terminated by declaring the Commitment Termination Date to have occurred, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Lender’s Commitment shall terminate.

(b) Automatic Termination. Upon the occurrence of an Event of Default described in Section 10.1.4), the Commitment Termination Date shall be deemed to have occurred automatically, and all outstanding Loans and all other Obligations shall become immediately and automatically due and payable, all without presentment, demand, protest, or notice of any kind.

(c) Notice to Rating Agencies. Administrator shall notify each Rating Agency of the occurrence of any continuing Significant Event, promptly following its actual knowledge thereof.

(d) Limitation on Funds Available for Payments. Unless and until the aggregate outstanding principal balance of the Loans hereunder is less than 10% of the highest amount ever borrowed hereunder, no repayment of the Obligations may be made with any funds other than (A) Collections and (B) the Borrower’s initial paid-in cash capital (if any then remains).

ARTICLE XI.
THE SERVICER

Section 11.1 G&K as Initial Servicer. The servicing, administering and collection of the Receivables shall be conducted by the Person designated from time to time as Servicer under this Agreement. Until such time following the occurrence of a Servicer Event of Default or an Amortization Event as Administrator shall notify G&K and Borrower in writing of the revocation of such power and authority, Borrower, Lender and Administrator hereby appoint G&K to act as Servicer under the Transaction Documents.

Section 11.2 Certain Duties of Servicer.

11.2.1 Authorization to Act as Borrower’s Agent. Borrower hereby appoints Servicer as its agent for the following purposes: (i) selecting the amount of each requested Loan and executing Borrowing Requests on behalf of Borrower, (ii) making transfers among, deposits to and withdrawals from all deposit accounts of Borrower for the purposes described in the Transaction Documents, (iii) arranging payment by Borrower of all Fees, expenses, other Obligations and other amounts payable under the Transaction Documents, (iv) causing the repayment and prepayment of the Loans as required and permitted pursuant to Section 4.1 and (v) executing and preparing the Monthly Reports; provided, however, that Servicer shall act in such capacity only as an agent of Borrower and shall incur thereby no additional obligations with respect to any Loan, and nothing herein shall be deemed to authorize Servicer to take any action as Borrower’s agent which Borrower is precluded from taking itself. Borrower irrevocably agrees that (A) it shall be bound by all proper actions taken by Servicer pursuant to the preceding sentence, and (B) Lender, Administrator and the banks holding all deposit accounts of Borrower are entitled to accept submissions, determinations, selections, specifications, transfers, deposits and withdrawal requests, and payments from Servicer on behalf of Borrower.

11.2.2 Servicer to Act as Servicer.

(a) Servicer shall service and administer the Receivables on behalf of Borrower and Administrator (for the benefit of the Secured Parties) and shall have full power and authority, acting alone and/or through subservicers as provided in Section 11.2.2(c), to do any and all things which it may deem reasonably necessary or desirable in connection with such servicing and administration and which are consistent with this Agreement. Consistent with the terms of this Agreement, Servicer may waive, modify or vary any term of any Receivable or consent to the postponement of strict compliance with any such term or in any manner, grant indulgence to any Obligor if, in Servicer’s reasonable determination, such waiver, modification, postponement or indulgence is not materially adverse to the interests of Borrower or Administrator (for the benefit of

the Secured Parties); provided, however, that Servicer may not permit any modification with respect to any Receivable that would reduce the Unpaid Balance (except for actual payments thereof), or extend the due date thereof, except that Servicer may take such actions with respect to Defaulted Receivables if such actions will, in Servicer’s reasonable business judgment, maximize the Collections thereof. Without limiting the generality of the foregoing, Servicer in its own name or in the name of Borrower is hereby authorized and empowered by Borrower when Servicer believes it appropriate in its best judgment to execute and deliver, on behalf of Borrower, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables.

(b) Servicer shall service and administer the Receivables by employing such procedures (including collection procedures) and degree of care, in each case consistent with applicable law, with the Credit and Collection Policy and with prudent industry standards, as are customarily employed by Servicer in servicing and administering receivables owned or serviced by Servicer comparable to the Receivables. Servicer shall not take any action to impair Administrator’s (for the benefit of the Secured Parties) security interest in any Receivable, except to the extent allowed pursuant to this Agreement or required by law.

(c) Servicer may perform any of its duties pursuant to this Agreement, including those delegated to it pursuant to this Agreement, through subservicers appointed by Servicer, provided that such subservicing arrangements may be terminated, at Administrator’s discretion, upon the replacement of G&K as Servicer. Such subservicers may include Affiliates of Servicer. Notwithstanding any such delegation of a duty, Servicer shall remain obligated and liable for the performance of such duty as if Servicer were performing such duty.

(d) Servicer may take such actions as are necessary to discharge its duties as Servicer in accordance with this Agreement, including the power to execute and deliver on behalf of Borrower such instruments and documents as may be customary, necessary or desirable in connection with the performance of Servicer’s duties under this Agreement (including consents, waivers and discharges relating to the Receivables).

(e) Servicer shall keep separate records covering the transactions contemplated by this Agreement, including the identity and collection status of each Receivable purchased by Borrower from an Originator and the Purchase Price Credits.

11.2.3 Collections.

(a) On or prior to the Closing Date, Borrower and Servicer shall have established and shall maintain thereafter the following system of collecting and processing Collections of Receivables: The Originators shall deposit all payments on the Receivables into a Deposit Account which is swept each Business Day into a Concentration Account.

(b) On or prior to the Closing Date, Administrator shall have received a Concentration Account Agreement with respect to each Concentration Account. Servicer’s right of access to each Concentration Account shall be revocable at the option of Administrator upon the occurrence of Unmatured Significant Event or Significant Event. In addition, after the occurrence of any Unmatured Significant Event or any Significant Event, Servicer agrees that it shall, upon the written request of Administrator, notify all Obligors under Receivables to make payment thereof to (i) one or more bank accounts and/or post-office boxes designated by Administrator and specified in such notice or (ii) any successor Servicer appointed hereunder.

(d) All Collections received by an Originator or Servicer in respect of Receivables will, pending remittance to a Concentration Account as provided in Section 11.2.4, be held by an Originator or Servicer in trust for the exclusive benefit of Administrator, and shall not be commingled with any other funds or property of any Originator or Servicer.

(e) Borrower and Servicer hereby irrevocably waive any right to set-off or otherwise deduct any amount owing by or to them from any Collections received by them prior to remittance thereof in accordance with this Agreement.

(f) In performing its duties and obligations hereunder, Servicer (i) shall not impair the rights of Borrower or Administrator in any Receivable, (ii) shall not amend the terms of any Receivable other than in accordance with the Credit and Collection Policy and this Agreement, (iii) shall not release any goods securing a Receivable from the lien created by such Receivable except as specifically provided for herein, and (iv) shall be entitled to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any goods securing such Receivable. In the event that Servicer shall breach any of its covenants set forth in clause (i), (ii) or (iii) of this Section 11.2.3(f), Servicer shall pay the Unpaid Balance of each Receivable affected thereby on the Distribution Date following the Calculation Period in which such event occurs. For the purposes of Section 11.7 hereof, Servicer shall not be deemed to have breached its obligations under this Section 11.2.3(f) unless it shall fail to make such payment with respect to any Receivable affected by Servicer’s noncompliance with clause (i), (ii) or (iii) of this Section 11.2.3(f).

(g) All payments or other amounts collected or received by Servicer in respect of a Receivable shall be applied to the Unpaid Balance of such Receivable.

11.2.4 Concentration Accounts.

(a) On any Business Day, Borrower may withdraw, or permit Servicer to withdraw, funds that are on deposit in the Concentration Accounts, provided that (i) no Significant Event or Unmatured Significant Event has occurred and is continuing, (ii) the Commitment Termination Date has not occurred, and (iii) after giving effect to such withdrawal, no Borrowing Base Deficit has occurred or will result therefrom and there are funds in the Concentration Accounts at least equal to the interest on the Loans and the Fees accrued through such date.

(b) Prior to 3:00 p.m., Atlanta, Georgia time, on the Business Day preceding each Distribution Date (a “Deposit Date”): (i) Servicer shall deposit or cause to be deposited in a Concentration Account, to the extent not already on deposit therein, an amount equal to, without duplication, the lesser of (A) the sum of (1) the aggregate amount of all Collections received during the immediately preceding Calculation Period, plus (2) the aggregate amounts due from Servicer on such Distribution Date pursuant to Section 11.2.3(f) hereof, plus (3) the aggregate amount of Purchase Price Credits, if any, required to be made in cash on such Distribution Date in accordance with the Receivables Sale Agreement, and (B) the amounts due on such Distribution Date pursuant to clauses first through sixth of Section 4.2(b), provided that if a Significant Event or Unmatured Significant Event shall exist on such Distribution Date or the Commitment Termination Date has occurred, then Servicer shall deposit all of the amounts described in the foregoing clause (A) in a Concentration Account on such Deposit Date.

(c) Servicer shall distribute the amounts on deposit in the Concentration Accounts in accordance with Section 4.2 hereof.

Section 11.3 Servicing Compensation. Servicer, as compensation for its activities hereunder, shall be entitled to receive the Servicing Fee, which shall be payable by Borrower on each Distribution Date from funds on deposit in the Concentration Accounts in accordance with Section 4.2. Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including payment of the fees and expenses of any subservicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.

Section 11.4 Agreement Not to Resign. G&K acknowledges that Lender and Administrator have relied on G&K’s agreement to act as Servicer hereunder in their respective decisions to execute and deliver the respective Transaction Documents to which they are parties. In recognition of the foregoing, G&K agrees not to resign as Servicer voluntarily, except as required by law (as evidenced by the delivery of an outside opinion of counsel to Administrator,

in form and substance satisfactory to Administrator), without the prior written consent of Administrator.

Section 11.5 Designation of Servicer. Borrower agrees not to designate any Person other than G&K as Servicer without the prior written consent of Administrator.

Section 11.6 Termination. The authorization of Servicer to act on behalf of Borrower under this Agreement and the other Transaction Documents shall terminate at the sole discretion of Administrator upon the replacement of Servicer by a successor Servicer selected by Administrator.

Section 11.7 Servicer Events of Default. Each of the following shall constitute a “Servicer Event of Default” under this Agreement:

11.7.1 Failure to Make Payments and Deposits. Servicer shall fail to make any payment or deposit required to be made by it hereunder on the date when due and such failure shall continue for two (2) Business Days.

11.7.2 Non-Compliance with Other Provisions. Servicer shall fail to perform or observe any provision of Section 9.1.5(b) and such failure shall continue for two (2) Business Days, or Servicer shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days.

11.7.3 Delegation. Servicer shall delegate any of its duties hereunder, except as expressly permitted in accordance with the terms hereof.

11.7.4 Breach of Representations and Warranties. Any representation, warranty, certification or statement made by Servicer in this Agreement, any other Transaction Document to which Servicer is a party or in any Borrowing Base Certificate, Monthly Report or other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made; provided that the materiality threshold in the preceding clause shall not be applicable with respect to any representation or warranty which itself contains a materiality threshold.

11.7.5 Bankruptcy. An Event of Bankruptcy shall have occurred and remained continuing with respect to Servicer.

11.7.6 Judgments. A final judgment or judgments for the payment of money of $12,300 or more in the aggregate shall have been rendered against Borrower, or in excess of $10,000,000 in the aggregate shall have been rendered against Servicer, after deducting (a) the amount with respect to which Servicer is insured and with respect to which the insurer has assumed responsibility in writing, and (b) the amount for which Servicer is otherwise indemnified if the terms of such indemnification are satisfactory to Lender (or its assigns), and the same shall have remained unsatisfied and in effect, without stay of execution, for

a period of thirty (30) consecutive days after the period for appellate review shall have elapsed.

11.7.7 Cross-Default to Material Debt. (a) Failure of Servicer to pay any Debt in excess of $10,000,000 in aggregate principal amount (“Material Debt”) when due; or (b) the default by Servicer in the performance of any term, provision or condition contained in any agreement under which any Material Debt was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Debt to cause, such Indebtedness to become due prior to its stated maturity; or (c) any Material Debt of Servicer shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof, in each case described in the foregoing clause (a), (b) or (c), whether or not waived.

At any time during the continuance of any Servicer Event of Default, Administrator may, in its sole discretion, notify Servicer in writing of the revocation of its appointment as Servicer hereunder. Upon revocation of Servicer’s appointment hereunder, Administrator shall appoint a successor Servicer. Servicer agrees that upon receipt of written notification from Administrator of the revocation of Servicer’s appointment as Servicer hereunder, Servicer shall upon the written request of Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by Administrator and specified in such notice, and (ii) pay to Administrator (or its designee) immediately all Collections then held or thereafter received by Servicer or the applicable Originator of Receivables, together with all other payment obligations of Servicer hereunder owing to Lender or Administrator. Servicer shall, at its sole cost and expense, cooperate with and assist the successor Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests)) and allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables). G&K irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as G&K conducted such data-processing functions while it acted as Servicer).

ARTICLE XII.
ADMINISTRATOR

Section 12.1 Authorization and Action. Lender hereby appoints SunTrust Xxxxxxxx Xxxxxxxx, Inc. as its Administrator for purposes of the Transaction Documents and authorizes SunTrust Xxxxxxxx Xxxxxxxx, Inc. in such capacity to take such action on its behalf under each Transaction Document and to exercise such powers hereunder and thereunder as are delegated to SunTrust Xxxxxxxx Xxxxxxxx, Inc., as Administrator, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.

Section 12.2 Administrator and Affiliates. Bank and any of its Affiliates may generally engage in any kind of business with Borrower, Bank, Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of

Borrower, Bank, Servicer, any Obligor or any of their respective Affiliates, all as if SunTrust Xxxxxxxx Xxxxxxxx, Inc. were not Administrator and without any duty to account therefor to Lender.

ARTICLE XIII.
ASSIGNMENTS

Section 13.1 Restrictions on Assignments. Neither Borrower nor Servicer may assign its rights hereunder or any interest herein without the prior written consent of Administrator and Lender. Lender may not assign all or any portion of Lender’s Commitment to any Person other than the Liquidity Bank(s) without the prior written consent of Borrower and Administrator. Nothing herein shall be deemed to preclude Lenders from pledging or assigning all or any portion of any Loan or the Lender Note:

(a) to Credit Bank, any Liquidity Bank (or any successor of any thereof by merger, consolidation or otherwise), any Affiliate of Credit Bank or any Liquidity Bank in connection with a draw under the Liquidity Agreement or a Credit Advance (which may then assign all or any portion thereof so assigned or any interest therein to such party or parties as it may choose); or

(b) to any other Person proposed by Lender and consented to by Administrator.

Administrator shall promptly provide notice of any assignment to each Rating Agency. Subject to Section 13.2, all of the aforementioned assignments shall be upon such terms and conditions as Lender and the assignee may mutually agree.

Section 13.2 Documentation. Lender shall deliver to each assignee an assignment, in such form as Lender and the related assignee may agree, duly executed by Lender, assigning any such Loan to the assignee, and Lender shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to perfect, protect or more fully evidence the assignee’s right, title and interest in and to such Loan, and to enable the assignee to exercise or enforce any rights hereunder or under the Lender Note evidencing such Loan.

Section 13.3 Rights of Assignee. Upon the foreclosure of any assignment of any Loans made for security purposes, or upon any other assignment of any Loan from Lender pursuant to this Article XIII, the respective assignee receiving such assignment shall have all of the rights of Lender hereunder to the extent of such assignment with respect to such Loans and all references to Lender in Section 6.1 shall be deemed to apply to such assignee to the extent of such assignment.

Section 13.4 Notice of Assignment. Lender shall provide notice to Borrower of any assignment hereunder by Lender to any assignee. Lender authorizes Administrator to, and Administrator agrees that it shall, endorse the Lender Note to reflect any assignments made pursuant to this Article XIII or otherwise.

ARTICLE XIV.
INDEMNIFICATION

Section 14.1 General Indemnity of Borrower. Without limiting any other rights which any such Person may have hereunder or under applicable law, Borrower hereby agrees to indemnify Administrator, Lender, Servicer, each Liquidity Bank, each Credit Bank, Bank, each of Bank’s Affiliates and each of their respective successors, transferees, participants and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, on an after-tax basis, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document or the transactions contemplated thereby, any commingling of funds (whether or not permitted hereunder), or the use of proceeds therefrom by Borrower, including (without limitation) in respect of the funding of any Loan or in respect of any Receivable; excluding, however, (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification, and (b) Excluded Taxes.

Section 14.2 Indemnity of Servicer. Without limiting any other rights which any such Person may have hereunder or under applicable law, G&K as Servicer, hereby agrees to indemnify each Indemnified Party forthwith on demand, on an after-tax basis, from and against any and all Indemnified Amounts awarded against or incurred by any of them arising from, or related to, the negligence or willful misconduct of G&K, the inaccuracy of any representation or warranty of G&K, or the failure of G&K to perform its obligations under any Transaction Document; excluding, however, (a) Indemnified Amounts to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (b) Indemnified Amounts to the extent solely due to non-payment by any Obligor of an amount due and payable with respect to a Receivable for credit reasons, and (c) any tax upon or measured by net income on any Indemnified Party. Anything contained in this Section 14.2 to the contrary notwithstanding: (1) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Receivables, and (2) nothing in this Section 14.2 shall require Servicer to indemnify any Indemnified Party for Receivables which are not collected, not paid or are otherwise uncollected on account of the insolvency, bankruptcy, lack of creditworthiness or financial inability to pay of the applicable Obligor.

ARTICLE XV.
MISCELLANEOUS

Section 15.1 No Waiver; Remedies. No failure on the part of Lender, Administrator, any Indemnified Party or any Affected Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any of them of any right, power or remedy hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Without limiting the foregoing, each of Bank, each Credit Bank and each Liquidity Bank is hereby authorized by Borrower at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Bank, such Credit Bank or such Liquidity Bank to or for the credit or the account of Borrower, now or hereafter existing under this Agreement, to Administrator, any Affected Party, any Indemnified Party, or Lender or their respective successors and assigns.

Section 15.2 Amendments, Etc. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement and any Schedules hereto, or the Lender Note shall in any event be effective unless the same shall be in writing and signed and delivered by (i) Borrower, Servicer, Administrator and Lender (with respect to an amendment), or (ii) Administrator and Lender (with respect to a waiver or consent by them) or Servicer or Borrower (with respect to a waiver or consent by them), as the case may be, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no material amendment of this Agreement (other than an amendment to extend the Scheduled Commitment Termination Date) shall be effective unless the Lender (or Administrator on its behalf) shall have received written confirmation by the Rating Agencies that such amendment shall not cause the rating on the then outstanding Commercial Paper Notes to be downgraded or withdrawn. Administrator shall provide each Rating Agency with a copy of each amendment to or consent or waiver under this Agreement promptly following the effective date thereof.

Section 15.3 Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, postage prepaid, or by facsimile, to the intended party at the address or facsimile number of such party set forth opposite its name on Schedule 15.3 hereto or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (a) if personally delivered, when received, (b) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, (c) if sent by overnight courier, one Business Day after having been given to such courier, and (d) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means, except that notices and communications pursuant to Section 2.2 shall not be effective until received.

Section 15.4 Costs, Expenses and Taxes. In addition to its obligations under Section 14.1, Borrower agrees to pay on demand:

(a) all costs and expenses incurred by Administrator, Lender, each Liquidity Bank, each Credit Bank and Servicer in connection with (i) the preparation, execution, delivery, administration and enforcement of, or any breach of, this Agreement, the Lender Note, the other Transaction Documents, the Liquidity Agreement and, to the extent directly related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents directly related to this Agreement), including, without limitation, the reasonable fees and expenses of counsel to any of such Persons incurred in connection therewith, (ii) the perfection of

Administrator’s security interest in the Collateral, (iii) the maintenance of the Concentration Accounts and the Deposit Accounts, (iv) the audit of the books, records and procedures of Originators, Servicer and Borrower by Administrator’s auditors (which may be employees of Administrator), and (v) Rating Agency fees related to the transactions contemplated by this Agreement; and

(b) all stamp and other transactional or filing taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Lender Note, the other Transaction Documents, or (to the extent directly related to this Agreement) the Program Documents, and agrees to indemnify each Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 15.5 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of Borrower, Bank, Lender, Administrator, and their respective successors and assigns, and the provisions of Article VI and Article XIV shall inure to the benefit of the Affected Parties and the Indemnified Parties, respectively, and their respective successors and assigns; provided, however, nothing in the foregoing shall be deemed to authorize any assignment not permitted by Article XIII. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Commitment Termination Date, when all Obligations have been finally and fully paid and performed. The rights and remedies with respect to any breach of any representation and warranty made by Borrower or Servicer pursuant to Article VIII and the indemnification and payment provisions of Article XIV and Article VI, Sections 15.4, 15.11 and 15.12 shall be continuing and shall survive any termination of this Agreement and any termination of G&K’s rights to act as Servicer hereunder or under any other Transaction Document.

Section 15.6 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Appendix, Schedule or Exhibit are to such Section of or Appendix, Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.

Section 15.7 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 15.8 Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) EXCEPT TO THE EXTENT THAT THE LAWS OF ANOTHER JURISDICTION GOVERN THE PERFECTION, OR THE EFFECT OF

PERFECTION OR NONPERFECTION, OF THE SECURITY INTERESTS OF ADMINISTRATOR, FOR THE BENEFIT OF THE SECURED PARTIES.

Section 15.9 Counterparts. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original but all of which shall constitute together but one and the same agreement.

Section 15.10 Submission to Jurisdiction; Waiver of Trial by Jury.

(a) Each of Borrower and Servicer hereby submits to the nonexclusive jurisdiction of any United States District Court for the Southern District of New York and of any New York state court sitting in New York, New York for purposes of all legal proceedings arising out of, or relating to, the Transaction Documents or the transactions contemplated thereby. Each of Borrower and Servicer hereby irrevocably waives, to the fullest extent possible, any objection it may now or hereafter have to the venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient forum. Nothing in this Section 15.10 shall affect the right of Administrator or Lender to bring any action or proceeding against Borrower or Servicer or their respective properties in the courts of other jurisdictions.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

Section 15.11 No Recourse Against Lender. The obligations of the Lender under this Agreement are solely the limited liability company obligations of Lender. No recourse shall be had for any obligation, covenant or agreement (including, without limitation, the payment of any amount owing in respect to this Agreement or the payment of any Fee hereunder or for any other obligation or claim) arising out of or based upon this Agreement or any other agreement, instrument or Transaction Document entered into pursuant hereto or in connection herewith against any member, employee, officer, director, manager, administrator, partner or organizer of Lender, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise.

Section 15.12 No Proceedings. Each of the parties hereto hereby agree that it will not institute against Lender, or join any other Person in instituting against Lender, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) so long as any Commercial Paper Notes issued by Lender shall be outstanding and there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper Notes shall be outstanding. The provisions of this Section 15.12 shall survive the termination hereof.

Section 15.13 Confidentiality.

(a) Unless otherwise consented to by Administrator or required by any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings, each of Borrower and Servicer hereby agrees that it shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter and the other confidential or proprietary information with respect to Administrator and Lender and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each of Borrower, Servicer and their respective officers and employees may disclose such information to their external accountants, attorneys and other advisors and as required by any applicable law, rule, direction, request or order of any judicial, administrative or regulatory authority or proceeding (whether or not having the force or effect of law). The restrictions in this Section 15.13(a) shall not apply to any information which is or becomes generally available to the public other than as a result of disclosure by Borrower, Servicer or one of their respective Affiliates.

(b) Each of Borrower and Servicer hereby consents to the disclosure of any nonpublic information with respect to it (i) to Administrator, the Liquidity Banks or Lender by each other, (ii) as required by or pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law), (iii) to any prospective or actual assignee or participant of any of the Persons described in clause (i), and (iv) to any Rating Agency, Commercial Paper Note dealer, Credit Bank or Support Provider to Lender or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Administrator acts as the administrative agent or administrator and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each Person described in the foregoing clauses (iii) and (iv) is informed of the confidential nature of such information.

(c) Notwithstanding any other express or implied agreement to the contrary, the parties hereto agree and acknowledge that each of them and each of their employees, representatives and other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and the other Transaction Documents and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure, except to the extent that confidentiality is reasonably necessary to comply with U.S. federal or state securities laws. For the purposes of this Section 15.13(c), the terms “tax treatment” and “tax structure” shall have the meanings specified in Treasury Regulation section 1.6011-4(c).

Section 15.14 Entire Agreement. This Agreement and the other Transaction Documents executed and delivered herewith represent the final agreement among the parties hereto and thereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements among the parties.

Section 15.15 Limitation on Payments. Notwithstanding any provisions contained in this Agreement to the contrary, the Lender shall not, and shall not be obligated to, pay any amount pursuant to this Agreement unless (a) the Lender has received funds which may

be used to make such payment and which funds are not required to repay the Commercial Paper Notes and advances under the Voluntary Advance Agreement when due and (b) after giving effect to such payment, either (i) there is sufficient liquidity availability (determined in accordance with the Program Documents), under all of the liquidity facilities for the Lender’s commercial paper program, to pay the “Face Amount” (as defined below) of all outstanding Commercial Paper Notes and advances under the Voluntary Advance Agreement when due or (ii) all Commercial Paper Notes and advances under the Voluntary Advance Agreement are paid in full. Any amount which the Lender does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of the Lender for any such insufficiency unless and until such payment may be made in accordance with clauses (a) and (b) above. The agreements in this Section 15.15 shall survive termination of this Agreement and payment of all obligations hereunder. As used in this Section 15.15, the term “Face Amount” means, with respect to outstanding Commercial Paper Notes or advances under the Voluntary Advance Agreement, (x) the face amount of any such Commercial Paper Notes issued on a discount basis, and (y) the principal amount of, plus the amount of all interest accrued and to accrue thereon to the stated maturity date of, any such Commercial Paper Notes issued on an interest-bearing basis or any such advances under the Voluntary Advance Agreement.

[Signatures follow]

IN WITNESS WHEREOF, the parties have caused this Agreement 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/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer


G&K SERVICES, INC., as initial Servicer

By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer


THREE PILLARS FUNDING LLC, as Lender

By:	/S/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President


SUNTRUST XXXXXXXX XXXXXXXX, INC., as Administrator

By:	/S/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Director

EXHIBIT A

BORROWING REQUEST

[Date]


To:		Three Pillars Funding LLC (“*Lender*”)

From:		G&K Receivables Corp. (“*Borrower*”)

Re:		Amended and Restated Loan Agreement dated as of October 1, 2008, among Borrower, Lender and SunTrust Xxxxxxxx Xxxxxxxx, Inc., as Administrator (the “*Agreement*”)


A	(i)	Pursuant to Section 2.2 of the Agreement, the undersigned hereby requests a Loan from Lender in an amount equal to the following (at least $1,000,000 or a larger integral multiple of $500,000):	$


	(ii)	The date such Loan is requested is:

	(iii)	The requested maturity date of the Loan is:

	(iv)	The aggregate principal amount of Loans outstanding under the Agreement, after giving effect to the requested Loan under (i) above, will equal:	$

	(v)	The amount in (ii) above does not exceed the Facility Limit which equals:	$	60,000,000


B.		As of the date hereof and the date of making of such Loan, each of the representations and warranties contained in Article VIII of the Agreement shall be true and correct on and as of the date hereof and, if applicable, the date of such Loan, and no Significant Event or Unmatured Significant Event has occurred and is continuing or shall exist after giving effect to the Loan requested hereby.

		*Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.*

		The undersigned certifies to the accuracy of the foregoing.


	G&K RECEIVABLES CORP.
Date:	By:
		Title:

EXHIBIT B

AMENDED AND RESTATED LENDER NOTE



$60,000,000.00		June 2, 2006

FOR VALUE RECEIVED, G&K RECEIVABLES CORP., A MINNESOTA CORPORATION (the “Borrower”), promises to pay to the order of THREE PILLARS FUNDING LLC, a Delaware limited liability company (the “Lender”) on or before the Scheduled Commitment Termination Date, the principal sum of Sixty Million and no/100 Dollars ($60,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans shown on the schedule attached hereto (and/or any continuation thereof and/or in the records of the Lender) made by the Lender pursuant to that certain Loan Agreement, dated as of November 17, 2004 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the “Loan Agreement”), among Borrower, G&K Services, Inc., as servicer, the Lender and SunTrust Capital Markets, Inc., as Administrator (the “Administrator”). This note amends and restates in its entirety that certain Lender Note dated November 17, 2004.

Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Loan Agreement.

Payments of both principal and interest are to be made in lawful money of the United States of America in immediately available funds to the account designated by Administrator pursuant to the Loan Agreement.

This promissory note is the “Lender Note” referred to in, and evidences indebtedness incurred under, the Loan Agreement, and the holder hereof is entitled to the benefits of the Loan Agreement, to which reference is made for a description of the security for this Lender Note and for a statement of the terms and conditions on which Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced hereby and on which such indebtedness may be declared to be immediately due and payable. Unless otherwise defined, capitalized terms used herein have the meanings provided in the Loan Agreement.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS LENDER NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


G&K RECEIVABLES CORP.
By
	Name:	Xxxxxxx X. Xxxxxx, CFO
	Title:	Chief Financial Officer

Schedule attached to
Amended and Restated Lender Note dated June 2, 2006 of
G&K Receivables Corp.
payable to the order of Three Pillars Funding LLC


Date of Loan	Amount of Loan	Amount of Repayment

EXHIBIT C

FORM OF MONTHLY REPORT

EXHIBIT D

FORM OF BORROWING BASE CERTIFICATE

EXHIBIT E

FORMS OF CONCENTRATION ACCOUNT AGREEMENT

ACCOUNT CONTROL AGREEMENT

November 17, 2004

Regions Bank
000 Xxxxx 00xx Xxxxxx
National Corporate Banking — 8th floor
Xxxxxxxxxx, XX 00000
Attn: Xxx Xxxxxx

Re: G&K Receivables Corp.

Ladies and Gentlemen:

G&K Receivables Corp., a Minnesota corporation (“Borrower”) has entered or is about to enter into certain financing arrangements with Three Pillars Funding LLC (the “Lender”) for whom SunTrust Xxxxxxxx Xxxxxxxx, Inc. acts as agent and administrator (“Agent”), pursuant to which Lender may from time to time make loans and advances and provide other financial accommodations to Borrower secured by, among other collateral, Borrower’s deposit and other bank accounts, including (without limitation) the following accounts maintained with you (the “Accounts”):


Description of Account		Account Number

G & K Receivables Corp., (SPE), a subsidiary of G & K Services Inc.		0305023688

Upon actual receipt by Xxx Xxxxxx (or his successor or designee) by facsimile transmission from Agent of the Notice of Default, in substantially the form attached hereto as Attachment 1 (the “Notice”), none of the officers, agents or other representatives of Borrower shall have any authority to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to any of the Accounts or any amounts held therein. Accordingly, after the transmission of the Notice, and the actual receipt by you thereof, and a after a reasonable opportunity for you to act upon such Notice, the Accounts shall be under the sole dominion and control of Agent, and Borrower shall not give, and you shall not honor, any instructions with respect to any of the Accounts other than those approved in writing by Agent or as otherwise required by legal process or court order. In any event, after your receipt of the Notice, you shall be authorized to rely upon and execute, without further consent by Borrower, any oral or written instructions directing the disposition of funds in the Accounts which are given by any person representing himself or herself as, and reasonably believed by you to be, an authorized representative of Agent, and Borrower and Agent will comply with all such instructions given to you by any such person directing disposition of such funds in the Accounts

without further consent by Borrower. You shall further be authorized, upon your receipt of the Notice, to disclose any and all information regarding the Accounts to Agent.

You shall not be liable to Borrower, Agent or Lender, or any other parties to the financing arrangements involving Borrower, in any way for any item paid from or charged to any Account by you in good faith whether such transaction occurs before, during, or after receipt by you of the Notice, and in any event you shall have a reasonable period of time within which to act upon the Notice and any instructions received regarding the Accounts. You shall have the right to interplead the funds on deposit in the Accounts (or any of them) at any time, in your discretion, in a court of competent jurisdiction, and in such event, you shall be reimbursed from the Accounts for any and all of your reasonable costs and reasonable expenses (including, without limitation, reasonable attorneys’ fees) incurred in participating in any such interpleader action. Except as specifically provided in this letter, the Accounts remain, and shall remain after your receipt of the Notice, subject to the terms and provisions of any and all of your deposit, funds transfer and other account agreements respectively affecting the Accounts, as the same may be amended from time to time.

Notwithstanding your receipt of the Notice, you may in any event charge the Accounts for any and all fees, charges and reasonable expenses regarding the routine maintenance and operation of the Accounts, as provided in the respective deposit agreements, as amended, governing the Accounts, and you also may charge-back the Accounts for any returned or unpaid items deposited to the Accounts. If, after your receipt of the Notice, the available funds in the Accounts shall be insufficient to cover any returned items or any fees, charges or expenses chargeable to the Accounts, and if Borrower shall fail to reimburse you for the deficiency, Agent, on behalf of the Lender, shall reimburse you in full for the deficiency up to the amount of funds actually received by Agent from the Accounts. Otherwise, you agree that the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of you. Borrower and Agent acknowledge that you make no representation or warranty of any kind, express or implied, as to the rights, remedies or interests of any party or parties with respect to the Accounts, including (without limitation) any representation or warranty as to the attachment, perfection, or priority of the interest of Agent or Lender in and to the Accounts.

You may terminate your obligations and responsibilities hereunder at any time upon not less than 30 days’ prior written notice delivered to each of Borrower and Agent at their respective addresses set forth in this letter; provided, that the provisions hereof relating to reimbursement of you for returned items, expenses, fees and charges, and the provisions hereof relating to indemnification of you shall survive the termination of the agreements and arrangements hereunder. Upon the effective date of such termination, each Account shall be subject to the control of the depositor in whose name the Account has been established.

You shall have no liability to Borrower, Agent, Lender, or any other parties to the financing arrangements involving Borrower, for any loss or damage that any or all of such parties may claim to have suffered or incurred, either directly or indirectly, by reason of the agreements set forth herein or any transaction or service contemplated by the provisions hereof, unless occasioned by your breach of this agreement, gross negligence or willful misconduct. In no event shall you be liable for losses or delays resulting from computer malfunction, interruption

of commission facilities, labor difficulties or other causes beyond your reasonable control or for indirect, special or consequential damages. Borrower agrees to indemnify you, and from and after delivery of the Notice, Agent and Borrower, jointly and severally, agree to indemnify you, and hold you harmless from and against any and all claims, other than those ultimately determined to be founded on your breach of this agreement, gross negligence or willful misconduct, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including reasonable attorney’s fees and disbursements) incurred as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any transaction conducted or service provided by you through the use of the Accounts (or any of them) pursuant to the procedures and/or instructions provided for or contemplated herein.

You agree to use reasonable efforts to give Agent and Borrower, at their respective addresses set forth herein, notice if any Account shall become subject to any writ, judgment, warrant of attachment, execution or similar process, but you shall in no way be liable for failure to give such notice, except to the extent such failure results from your breach of this agreement, gross negligence or intentional misconduct. You shall not be liable for complying with any writ, judgment, warrant of attachment, execution or similar process prior to giving notice thereof to Agent and Borrower.

Except as otherwise provided herein, any notice, demand or other communication required or permitted to be given hereunder shall be in writing. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other parties.

The terms of this letter shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns and shall in any event be subject to the requirements of applicable law, including (without limitation) laws relating to bankruptcy and insolvency.

Please agree to the terms of, and acknowledge receipt of, this Account Control Agreement by signing in the space provided below.


	Very truly yours, G&K RECEIVABLES CORP.
	By:
		Name:
		Title:


	G&K Receivables Corp. 0000 Xxxx Xxxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx, Treasurer Phone: 000-000-0000 Fax: 000-000-0000


	SUNTRUST XXXXXXXX XXXXXXXX, INC., AS AGENT
	By:
		Name:
		Title:


	SunTrust Xxxxxxxx Xxxxxxxx, Inc. 000 Xxxxxxxxx Xxxxxx, XX 24th Floor, MC 3950 Xxxxxxx, Xxxxxxx 00000 Attention: TPF Asset Management Phone: 404/000-0000 Fax: 404/813-5000


ACKNOWLEDGED AND AGREED THIS 29th DAY OF OCTOBER, 2004: REGIONS BANK

By:
		Name:
		Title:


Regions Bank 000 Xxxxx 00xx Xxxxxx National Corporate Banking — 8th floor Xxxxxxxxxx, XX 00000 Attention: Xxx Xxxxxx
Fax: _______________________

ATTACHMENT 1

[FORM OF NOTICE OF DEFAULT]

VIA FACSIMILE TRANSMISSION


TO: DATED: ATTENTION:		REGIONS BANK [Date] _______________ (or successor)

Re: _______________ Accounts (the “Accounts”):

_______________
_______________
_______________

Dear _______________(or successor):

Pursuant to the Account Control Agreement among G&K Receivables Corp. (the “Borrower”), the undersigned and Regions Bank, dated as of November 17, 2004, we hereby give you notice that, as of the date of your receipt of this notice and upon your reasonable opportunity to act on this notice, none of the officers, agents or other representatives of Borrower shall have any authority to withdraw any amounts from, to draw upon or otherwise exercise any authority or powers with respect to any of the Accounts or any amounts held therein. You are instructed to comply with no instructions or orders regarding the Accounts other than those given by any person reasonably believed by you to be our authorized representative. We represent and warrant to you that this notice is lawful and authorized.

This notice and all actions taken pursuant hereto are subject in all respects to the terms and provisions of the Account Control Agreement.


	SUNTRUST XXXXXXXX XXXXXXXX, INC., as Agent
	By:
		Name:
		Title:

ACKNOWLEDGED THIS _____ DAY OF __________, 200_:

REGIONS BANK



By:
	Name:
	Title:

MULTI PARTY BLOCKED ACCOUNT AGREEMENT
(With Activation)

THIS AGREEMENT is entered into as of November 17, 2004 among G&K Services, Inc., a Minnesota corporation (“Company”), G&K Receivables Corp., a Minnesota corporation (“SPE”), SunTrust Xxxxxxxx Xxxxxxxx, Inc., as agent and administrator (“Administrator”), and Bank of America, N.A. (“Bank”), with respect to the following:

A. Company and certain of its affiliates have sold or otherwise transferred to SPE, all of their right title and interest in and to, inter alia, the checks and other payment instruments (“Checks”) and balances from time to time in account no. 0000000000 maintained with Bank (the “Account”). The name of the Account has been changed to “G&K Receivables Corp.”

B. SPE, as borrower, Company, as servicer, Three Pillars Funding LLC (“Lender”) and Administrator are parties to a Loan Agreement dated as of November 17, 2004 (as amended from time to time, the “Loan Agreement”), pursuant to which SPE has granted to Administrator, for the benefit of Lender, a security interest in, inter alia, the Checks to secure payment of all amounts now or hereafter due and owing to Administrator and Lender under the Loan Agreement and related documents (collectively, the “Obligations”).

C. SPE, Company, Administrator and Bank are entering into this Agreement to provide for the disposition of net proceeds of Checks and other cash deposited in the Account.

Accordingly, Company, SPE, Administrator and Bank agree as follows:

1. Bank is hereby authorized:

(a) to charge the Account for all returned Checks deposited therein, service charges, and other fees and charges associated with this Agreement;

(b) to follow its usual procedures in the event the Account or any check, draft or other order for payment of money should be or become the subject of any writ, levy, order or other similar judicial or regulatory order or process;

(c) during the Activation Period (hereinafter defined): to transfer all collected and available balances in the Account (i) on the first day of the Activation Period and (ii) from time to time thereafter during the Activation Period, in each case, directly to the following account of Administrator (or otherwise in accordance with Administrator’s written instructions given as provided in the last sentence of this section, which written instructions shall take precedence over the following wiring instructions):


Bank Name:		SunTrust Bank
Location:		00 Xxxx Xxxxx, xx Xxxxxxx, Xxxxxxx
ABA Routing No.:		000000000
For credit to:		Three Pillars Funding LLC Account No. 880171236
Reference:		G&K Receivables Corp. Transaction
Attention:		Xxxx Xxxxxxxx

The “Activation Period” means the period which commences within a reasonable period of time not to exceed two (2) Business Days after Bank’s receipt of a written notice from Administrator in the form of Attachment I (the “Notice”) and ends upon receipt by Bank of a written notice from Administrator advising Bank that the Activation Period is no longer required. At all times other than during an Activation Period, Bank may permit Company to operate and transact business through the Account in its normal fashion, including making withdrawals from the Account. Funds are not available if, in the reasonable determination of Bank, they are subject to a hold, dispute or legal process preventing their withdrawal. “Business Day” means each Monday through Friday, excluding Bank holidays. Administrator will give Bank sufficient advance written notice of any change in the instructions for Bank to act upon such changes.

2. (a) If the balances in the Account are not sufficient to pay Bank for any returned Check and Company has not paid Bank within five (5) Business Days of its written demand to do so, Administrator agrees to pay Bank on demand any amounts received by Administrator with respect to such returned Check.

(b) If the balances in the Account are not sufficient to compensate Bank for any fees or charges due Bank under this Agreement, the Company agrees to pay Bank on demand the amount due Bank. The Company will have breached this Agreement if it has not paid Bank, within 30 days after the demand, the amount due Bank.

(c) Company hereby authorizes Bank, without prior notice, from time to time to debit any other account Company may have with Bank for the amount or amounts due Bank under subsection 2(a) or 2(b).

(d) Bank agrees it shall not offset against the Account, except as permitted under this Agreement, until it has been advised in writing by Administrator that the Obligations are paid in full and any commitment to create additional Obligations has been terminated. Administrator shall notify Bank promptly in writing upon payment in full of the Obligations, and this Agreement shall automatically terminate upon receipt of such notice.

3. Termination of this Agreement shall be as follows:

(a) Bank may terminate this Agreement upon 30 days’ prior written notice to Company and Administrator. Administrator may terminate this Agreement upon 30 days’ prior written notice to Company and Bank. Neither Company nor SPE may terminate this Agreement except with the written consent of Administrator and upon 30 days’ prior written notice to Bank and Administrator.

(b) Notwithstanding subsection 3(a), Bank may terminate this Agreement at any time by written notice to SPE, Company and Administrator if Company or SPE, on the one hand, or Administrator, on the other hand, breaches any of the terms of this Agreement and fails to cure same within the period of grace (if any) provided elsewhere in this Agreement.

(c) Notwithstanding subsections 3(a) and 3(b), Bank may also terminate this Agreement at any time if Company or SPE (i) breaches any other agreement with Bank or any agreement involving the borrowing of money or extension of credit; (ii) liquidates, dissolves, merges with or into or consolidates with another entity or sells, leases or disposes of a substantial portion of its business or assets; (iii) terminates its business, fails generally or admits in writing its inability to pay its debts as they become due; any bankruptcy, reorganization, arrangement, insolvency, dissolution or similar proceeding is instituted with respect to Company or SPE; Company or SPE makes any assignment for the benefit of creditors or enters into any composition with creditors or takes any action in furtherance of any of the foregoing; or (iv) any material adverse change occurs in Company’s or SPE’s financial condition, results of operations or ability to perform its obligations under this Agreement. Each of Company and SPE shall promptly give written notice to Bank of the occurrence of any of the foregoing events as it applies to it.

4. (a) Bank will not be liable to Company, SPE or Administrator for any expense, claim, loss, damage or cost (“Damages”) arising out of or relating to its performance under this Agreement other than those Damages which result directly from its acts or omissions constituting negligence or intentional misconduct.

(b) In no event will Bank be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits.

(c) Bank will be excused from failing to act or delay in acting, and no such failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of Bank, if (i) such failure or delay is caused by circumstances beyond Bank’s reasonable control, including but not limited to legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or act, negligence or default of Company, SPE or Administrator or (ii) such failure or delay resulted from Bank’s reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority.

5. Company and SPE, jointly and severally, shall indemnify Bank against, and hold it harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to reasonable allocated costs of staff counsel, other reasonable attorney’s fees and any fees and expenses actually incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions concerning this Agreement. This section does not apply to any liabilities, claims, costs, expenses, or damages attributable to the negligence or intentional misconduct of Bank. Company’s and SPE’s joint and several obligations under this section shall survive termination of this Agreement.

6. (a) Each of the parties hereto represents and warrants to each of the other parties hereto that (i) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (A) constitute or result in a breach of its certificate or articles of incorporation, formation or association, by-laws or limited liability company or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (B) result in the violation of any law, regulation, judgment, decree or governmental order applicable to it; and (iii) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been obtained.

(b) Each of Company, SPE and Administrator agrees that it shall be deemed to make and renew each representation and warranty in subsection 6(a) on and as of each day on which SPE uses the service.

7. SPE represents and warrants that it has not assigned or granted a security interest in the Account or any Checks or funds now or hereafter deposited therein, except to Administrator.

8. Each of Company and SPE agrees that:

(a) During the Activation Period, it cannot, and will not, withdraw any monies from the Account, and Administrator will have exclusive ownership of and access to the Account and neither SPE nor any of its affiliates (including Company) will have any control of the Account or access thereto until such time as Administrator advises Bank in writing that Administrator no longer claims any interest in the Account and the monies deposited and to be deposited in the foregoing; and

(b) It will not permit the Account to become subject to any other pledge, assignment, lien, charge or encumbrance of any kind, nature or description, other than Administrator’s security interests referred to herein or such other pledge, assignment, lien, charge or encumbrance as shall be approved of by Administrator.

9. Administrator acknowledges and agrees that Bank has the right to charge the Account from time to time, as set forth in this Agreement, and the account agreements, as said agreements are amended from time to time, and that Administrator has no right to the sums so withdrawn by Bank.

10. In addition to the original Bank statement which will be provided to SPE, Bank will provide Administrator with a duplicate statement and such other account information reasonably requested by Administrator. Each of SPE and Company authorizes Bank to provide any account information requested by Administrator with respect to the Account.

11. Company and SPE, jointly and severally, agree to pay to Bank, upon receipt of Bank’s invoice, all costs, expenses and reasonable attorneys’ fees (including reasonable allocated costs for in-house legal services) actually incurred by Bank in connection with the enforcement of this Agreement and any instrument or agreement required hereunder, including but not limited to any such costs, expenses and fees arising out of the resolution of any

conflict, dispute, motion regarding entitlement to rights or rights of action, or other action to enforce Bank’s rights in a case arising under Xxxxx 00, Xxxxxx Xxxxxx Code, to the extent Bank is awarded such costs, expenses or fees by a court of competent jurisdiction. Company and SPE, jointly and severally, agree to pay Bank, upon receipt of Bank’s invoice, all costs, expenses and reasonable attorneys’ fees (including reasonable allocated costs for in-house legal services) incurred by Bank in the preparation and administration of this Agreement (including any amendments hereto or instruments or agreements required hereunder).

12. Notwithstanding any of the other provisions in this Agreement, in the event of the commencement of a case pursuant to Xxxxx 00, Xxxxxx Xxxxxx Code, filed by or against Company, or in the event of the commencement of any similar case under then applicable federal or state law providing for the relief of debtors or the protection of creditors by or against Company, Bank may act as Bank deems necessary to comply with all applicable provisions of governing statutes and shall be held harmless from any claim of any of the parties for so doing.

13. This Agreement may be amended only by a writing signed by Company, SPE, Administrator and Bank; except that Bank’s charges are subject to change by Bank upon 30 days’ prior written notice to SPE.

14. This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the same agreement.

15. Any written notice or other written communication to be given under this Agreement shall be addressed to each party at its address set forth on the signature page of this Agreement or to such other address as a party may specify in writing. Except as otherwise expressly provided herein, any such notice shall be effective upon receipt.

16. This Agreement controls in the event of any conflict between this Agreement and any other document or written or oral statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or written, of any party relating to the subject matter hereof.

17. None of Company, SPE, or Administrator may assign any of its rights under this Agreement without the prior written consent of Bank; provided, however, that Bank won’t unreasonably withhold or delay its consent to any assignment by Administrator to any successor Administrator under the Loan Agreement or by Company to any successor servicer under the Loan Agreement. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successor and assigns, and shall inure to the benefit of, and be enforceable by, Administrator, each of the parties hereto and their respective successor and assigns.

18. Nothing contained in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between Company, SPE, Administrator and/or Bank.

19. This Agreement shall be interpreted in accordance with the laws of the State of North Carolina. The parties hereto agree that the Account shall be deemed to be located in the State of North Carolina for all purposes under the Uniform Commercial Code.

20. SPE hereby agrees that in the event that Company makes any payment to Bank pursuant to Section 5 or 11 of this Agreement, SPE will reimburse Company therefor, upon demand, together with interest on such amount until reimbursed in full at a rate per annum equal to the sum of (i) the Prime Rate (as defined in the Loan Agreement), plus (ii) 2% per annum.

<signature pages follow>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the day and year first above written.


	G&K SERVICES, INC., a Minnesota corporation (“*Company*”)
	By:
		Name:
		Title:
	*Address:* G&K Services, Inc. 0000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx, Treasurer Phone: 000-000-0000 Fax: 000-000-0000

	G&K RECEIVABLES CORP., a Minnesota corporation (“*SPE*”)
	By:
		Name:
		Title:
	*Address:* G&K Receivables Corp. 0000 Xxxx Xxxxxxx Xxxxx 000 Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx, Treasurer Phone: 000-000-0000 Fax: 000-000-0000


SUNTRUST XXXXXXXX XXXXXXXX, INC., as Administrator (“*Administrator*”)
By:
	Name:
	Title:
*Address:*		SunTrust Xxxxxxxx Xxxxxxxx, Inc. Mail Code 3950 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, XX 00000 Attention: TPF Asset Admin. Facsimile: (000) 000-0000 Telephone: (000) 000-0000


BANK OF AMERICA, N.A. (“*Bank*”)
By:
	Name:
	Title:


By:
	Name:
	Title:
*Address:*		Bank of America, N. A. Attn: Xxxxxxx X. (Clay) Xxxx Vice President Mail Code: IL1-231-20-32 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000 Attn: Xxxxxxxxx Xxxxxxx Mail Code: IL1-231-14-30 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000 Attn: Xxxxx X. Xxxxx Assistant Vice President Mail Code: IL1-231-20-49 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000

ATTACHMENT I
TO MULTI PARTY BLOCKED ACCOUNT AGREEMENT

[Letterhead of Administrator]

[Date]


*To:*		Bank of America, N.A. Attn: Xxxxxxx X. (Clay) Xxxx Vice President Mail Code: IL1-231-20-32 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000

		Attn: Xxxxxxxxx Xxxxxxx Mail Code: IL1-231-14-30 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000

		Attn: Xxxxx X. Xxxxx Assistant Vice President Mail Code: IL1-231-20-49 000 X XX XXXXX XX XXXXXXX XX 00000 Phone: 000.000.0000 Fax: 000.000.0000

Re: G&K Receivables Corp.’s Account No. 0000000000 (the “Account”)

Ladies and Gentlemen:

Reference is made to the Multi Party Blocked Account Agreement dated as of November 17, 2004 (the “Agreement”) among G&K Services, Inc., a Minnesota corporation (“Company”), G&K Receivables Corp., a Minnesota corporation, SunTrust Xxxxxxxx Xxxxxxxx, Inc., a Tennessee corporation, as agent and administrator for Three Pillars Funding LLC (“Administrator”), and you, regarding the Account. Capitalized terms used and not otherwise defined herein are used with the meanings ascribed thereto in the Agreement.

In accordance with Section 1(c) of the Agreement, Administrator hereby gives you notice of our exercise of control of the Account and we hereby instruct you to transfer all collected and available balances in the Account (i) on the first day of the Activation Period and

(ii) from time to time thereafter during the Activation Period, in each case, directly to the following account of Administrator:


	Bank Name:
	Location:
	ABA Routing No.:		For credit to:
	Reference:		G&K Receivables Corp. Transaction
	Attention:


	Very truly yours, SUNTRUST XXXXXXXX XXXXXXXX, INC., as Administrator
	By:
		Name:
		Title:

SCHEDULE 8.12

Deposit Accounts and Concentration Accounts


Bank Name	Bank Account	DPC Name	Bank Branch Address
Xxxxx Fargo Bank, N.A.	4945078129	Xxxxx Fargo Master	6th & Marquette Minneapolis, MN
Xxxxx Fargo Bank, N.A.	39036	Concentration	6th & Marquette Minneapolis. MN
US Bank, N.A.	153910091070	US Bank Master	000 Xxxxxxxx Xxxx Xxxxxxxxxxx, XX
Bank of America	0000000000	Bank of America Master	000 X. XxXxxxx Xxxxxx Xxxxxxx, XX
Regions Bank	305023688	Regions Master	000 Xxxxx 00xx Xxxxxx Xxxxxxxxxx, XX

SCHEDULE 9.1.5

COLLATERAL REVIEW REQUIREMENTS

I. Initial Report of Commercial Lending Consultants

(a) shall be titled the “Initial Report of Commercial Lending Consultants on Agreed Upon Procedures”;

(b) shall be addressed to G&K Services, Inc., as Servicer and to SunTrust Xxxxxxxx Xxxxxxxx, Inc. as Administrator, at their respective addresses set forth on Schedule 15.3 to the Loan Agreement;

(d) the report shall be delivered within thirty (30) days after this transaction’s Closing Date; and

(e) randomly select a sample of 100 accounts included in the receivable schedule delivered by Borrower pursuant to the initial funding and perform the following:

(i) agree account information including: receivables balance and repayment terms to the receivable servicing system;

(ii) verify that the Receivable Files and G&K’s computer records have been marked or stamped as required by the Loan Agreement (Section 9.1.9); and

(iii) verify that the Receivable Files have been segregated and stored as required by the Loan Agreement.

II. Reports of Commercial Lending Consultants

(a) shall be titled “Report of Commercial Lending Consultants on Agreed Upon Procedures”;

(b) shall be addressed as detailed in item I above;

(d) the reports shall be delivered within thirty (30) days after each annual period following this transaction’s Closing Date; and

(e) each report will verify the following:

(i) agree data from three (3) randomly selected Borrowing Base Certificates over the most recent semi-annual period to the system reports and accounting records used in the compilation of those Borrowing Base Certificates;

(ii) verify mathematical accuracy of calculations in the Borrowing Base Certificates in item (i) above and ensure that calculations comply with the requirements specified in the Loan Agreement;

(iii) randomly select a sample of 100 accounts included in the receivable schedules delivered by Borrower pursuant to the subsequent findings during the most recent semi-annual period and perform the following:

(A) agree account information including: receivable balance and repayment terms to the receivable servicing system;

(B) verify that the receivable files and G&K’s computer records have been marked or stamped as required by the Loan Agreement;

(D) verify data included in Dilutions;

(iv) confirm that the Concentration Account Agreements remain in place and are in effect with respect to each of the Concentration Accounts; and

(v) randomly select a sample of 15 Business Days during the most recent semi-annual period and verify that the Collections are being concentrated into one of the Concentration Accounts on each Business Day such Collected are received.

Schedule 15.3

NOTICE ADDRESSES

Borrower:

G&K Receivables Corp.
0000 Xxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention:   Xxxxxx X. Xxxxxx, Vice President and Treasurer
Phone:         000-000-0000
Fax:             000-000-0000

Servicer:

G&K Services, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention:   Xxxxxx X. Xxxxxx, Vice President and Treasurer
Phone:         000-000-0000
Fax:             000-000-0000

Lender:

Three Pillars Funding LLC
c/o AMACAR Group, L.L.C.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention:    Xxxxx Xxxxx
Phone:         000-000-0000
Fax:             000-000-0000

Administrator:

SunTrust Xxxxxxxx Xxxxxxxx, Inc.
00xx Xxxxx, XX0000
000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention:     Xxxxx Xxxxxx
Telephone:   000-000-0000
Facsimile:    000-000-0000

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AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 1, 2008 among G&K RECEIVABLES CORP., as Borrower, G&K SERVICES, INC., as initial Servicer, THREE PILLARS FUNDING LLC, as Lender, and SUNTRUST ROBINSON HUMPHREY, INC., as Administrator

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