Exhibit 10.2
FOURTH AMENDEDAND RESTATED LENDER NOTE
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| $50,000,000.00 | | May 22, 2012 |
FOR VALUE RECEIVED, G&K RECEIVABLES CORP., a Minnesota corporation (the“Borrower”), promises to pay to the order of SUNTRUST BANK (the“Lender”) on or before the Scheduled Commitment Termination Date, the principal sum of Fifty Million and no/100 Dollars ($50,000,000.00) 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 Second Amended and Restated Loan Agreement, dated as of September 29, 2010 (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, SunTrust Bank, as LC Issuer and SunTrust Capital Markets, Inc., as Administrator (the“Administrator”). This note amends and restates in its entirety that certain Third Amended and Restated Lender Note dated September 28, 2011.
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 NOTESHALLBEDEEMEDTOBEACONTRACTMADEUNDERANDGOVERNEDBYTHEINTERNALLAWSOFTHE STATEOF NEW YORKWITHOUTREGARDTOANYOTHERWISEAPPLICABLEPRINCIPLESOFCONFLICTSOFLAWS (OTHERTHAN SECTION 5-1401OFTHE GENERAL OBLIGATIONS LAW).
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| G&K RECEIVABLES CORP. |
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| By | | /s/ Jeffrey L. Wright |
| | Name: | | Jeffrey L. Wright |
| | Title: | | Executive Vice President and Chief Financial Officer |
SCHEDULEATTACHEDTO
FOURTH AMENDEDAND RESTATED LENDER NOTEDATED MAY 22, 2012OF
G&K RECEIVABLES CORP.
PAYABLETOTHEORDEROF SUNTRUST BANK
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DATEOF LOAN | | AMOUNTOF LOAN | | AMOUNTOF REPAYMENT |
