Exhibit 4.10
AMENDMENT AND WAIVER, dated as of July 24, 2001 (this "Amendment and
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Waiver"), to the Amended and Restated Registration Rights Agreement, dated as of
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April 7, 1988 (as may be further amended, supplemented or otherwise modified
from time to time, the "Registration Rights Agreement"), among ARAMARK
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Corporation, a Delaware corporation, and its successors (the "Company"), and the
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persons listed on the Schedule I attached to the Registration Rights Agreement.
WITNESSETH:
WHEREAS, the Company is proceeding with a reorganization (the
"Reorganization") pursuant to which the Company shall, inter alia, merge into a
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wholly owned subsidiary ("New ARAMARK");
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WHEREAS, the holders of Class A Stock shall receive in the merger
shares of registered, freely transferable Class A Common Stock of New ARAMARK;
WHEREAS, New ARAMARK intends to commence an initial public offering of
its Class B Common Stock substantially contemporaneously with the Reorganization
(the "IPO");
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WHEREAS, the Company and the holders of Registrable Common Stock are
parties to the Registration Rights Agreement, which provides that the holders of
Registrable Common Stock have certain registration rights;
WHEREAS, pursuant to the definition of Registrable Common Stock and
Holder set forth in the Registration Rights Agreement, the Class A Stock of the
Company will no longer constitute Registrable Common Stock upon completion of
the Reorganization, but the parties hereto wish to ensure that no ambiguities
exist with respect to the termination of such rights under the Registration
Rights Agreement;
WHEREAS, in accordance with the Registration Rights Agreement, the
Class A Stockholders agree to waive and terminate the registration rights set
forth in the Registration Rights Agreement and the Company has agreed to such
amendment and waiver, in each case, upon the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and to induce the Company to
proceed with the Reorganization and the IPO, the Company and the Class A
Stockholders hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
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defined shall have the respective meanings set forth in the Registration
Rights Agreement.
"Class A Stockholders" means the holders of shares of Class A
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common stock of the Company from time to time or as of the date of this
Amendment and Waiver, as the context may require.
"Waiver Termination Date" means March 1, 2002.
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2. Waiver. Subject to Section 4 of this Amendment and Waiver, the
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Class A Stockholders hereby irrevocably and unconditionally waive their
registration rights as set forth in Sections 2.1 through and including 2.5 and
Sections 3.1, 3.2 and 3.4 (collectively, the "Waived Provisions") of the
Registration Rights Agreement.
3. Termination. The Registration Rights Agreement, including but not
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limited to the Waived Provisions, shall be terminated in all respects upon the
completion of the Reorganization and the IPO.
4. Effectiveness. This Amendment and Waiver shall become effective
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on the date first above written, but shall, except for Sections 5 and 6 of this
Amendment and Waiver, terminate on the Waiver Termination Date if the IPO has
not been effectuated before the Waiver Termination Date, in which event the
Waived Provisions of the Registration Rights Agreement shall again become fully
and legally binding between the parties hereto as of the Waiver Termination
Date. Sections 5 and 6 hereof shall survive the termination of this Amendment
and Waiver, if any.
5. Confidentiality. The Class A Stockholders shall not disclose this
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Amendment and Waiver nor any of its items of substance, directly or indirectly,
to any other person (including, without limitation, lenders, underwriters,
placement agents, or advisors or any similar persons) except (a) to the
officers, agents and advisors of such Class A Stockholders who are directly
involved in the consideration of this matter or (b) as may be compelled in a
judicial or administrative proceeding or as otherwise required by law (in which
case the Class A Stockholders shall promptly inform the Company thereof). To
the extent that the Class A Stockholders inform their officers, agents and
advisors in accordance with the foregoing, such persons shall be informed of the
confidential nature of such information and the relevant Class A Stockholder
shall be liable for any breach of this agreement by such person.
6. Miscellaneous. (a) Each of the parties to this Amendment and
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Waiver shall bear its own costs and expenses incurred in connection with this
Amendment and Waiver.
(b) This Amendment and Waiver may be executed by the parties
hereto on one or more counterparts, and all of such counterparts shall be deemed
to constitute one and the same instrument. This Amendment and Waiver may be
delivered by facsimile transmission of the relevant signature pages hereof.
(c) THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed and delivered by their duly authorized officers on the
date first above written.
ARAMARK CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
AMERITRUST CO., TTEE, XXXXXX XXXX
1959 TRUST C-2
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
AMERITRUST CO., TTEE, XXXXXX XXXX
1959 TRUST C-1
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX XXXX/XXXXX XXXX TRUST
10/1/1978
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Trustee
XXXXXX XXXX/XXXXXXX XXXX TRUST
10/1/1978
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Trustee
