EXECUTION COPY
AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of November 9, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998 (as heretofore amended and/or restated, the "Credit
Agreement") among ARAMARK SERVICES, INC., ARAMARK UNIFORM SERVICES GROUP, INC.
and ARAMARK CORPORATION, the BANKS party thereto and THE CHASE MANHATTAN BANK
and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment.
(a) Effective for all dates on and after the date on which the Parent
Guarantor and its Wholly-Owned Subsidiaries shall have consummated the
acquisition of the Management Services Division of The ServiceMaster Company,
Section 5.10 of the Credit Agreement is amended to read in its entirety as
follows:
SECTION 5.10. Debt Coverage. As of the last day of each fiscal quarter
of the Parent Guarantor ending during a period set forth in the table
below, the Leverage Ratio at such day shall not be less than the ratio set
forth in the table below corresponding to the applicable period; provided
that the Leverage Ratio as of the last day of any fiscal quarter ending on
or after the Equity Issuance Date shall not be less than .300.
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Period Leverage Ratio
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Prior to December 28, 2001 .300
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On or after December 28, 2001 and prior .270
to March 29, 2002
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On or after March 29, 2002 and prior to .280
June 28, 2002
================================================================================
On or after June 28, 2002 and prior to .290
September 27, 2002
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On or after September 27, 2002 .300
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For purposes of this Section 5.10, the "Equity Issuance Date" is the
first date, if any, subsequent to November 1, 2001 and prior to September
27, 2002 that is 75 days after the date on which the Parent Guarantor shall
have consummated one or more public offerings of its Common Stock; provided
that the aggregate net cash proceeds of such public offerings, reduced by
the aggregate amount expended by the Parent Guarantor for repurchases of
its Common Stock on or after the date of pricing of the initial such public
offering and on or prior to the 75th day following the consummation of the
initial such public offering, are equal to or greater than $200,000,000.
(b) The reference in Section 5.11 to "September 29, 2001" is changed to
"September 28, 2001."
SECTION 3. Representations and Warranties. The Parent Guarantor and
Borrowers jointly and severally represent and warrant that (i) the
representations and warranties set forth in Article 4 of the Credit Agreement
will be true on and as of the Amendment Effective Date and (ii) no Default will
have occurred and be continuing on such date.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective in
accordance with its terms on the date when the Agents shall have received from
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each of the Parent Guarantor, the Borrowers and Banks comprising the Required
Banks a counterpart hereof signed by such party or facsimile or other written
confirmation (in form satisfactory to the Agents) that such party has signed a
counterpart hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
ARAMARK SERVICES, INC.
By:_____________________________
Title:
Address:
ARAMARK UNIFORM SERVICES
GROUP, INC.
By:_____________________________
Title:
Address:
ARAMARK CORPORATION
By:_____________________________
Title:
Address:
THE CHASE MANHATTAN BANK
By:_____________________________
Name:
Title:
0
XXXXXX XXXXXXXX XXXXX
XXXXXXX XX XXX XXXX
By:_____________________________
Name:
Title:
BANK OF AMERICA, N.A.
By:_____________________________
Name:
Title:
THE BANK OF NEW YORK
By:_____________________________
Name:
Title:
CREDIT LYONNAIS
By:_____________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_____________________________
Name:
Title:
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PNC BANK, NATIONAL ASSOCIATION
By:_____________________________
Name:
Title:
SUMITOMO MITSUI BANKING
CORPORATION
By:_____________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:_____________________________
Name:
Title:
CIBC INC.
By:_____________________________
Name:
Title:
FLEET NATIONAL BANK
By:_____________________________
Name:
Title:
6
KBC BANK N.V.
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
MELLON BANK, N.A.
By:_____________________________
Name:
Title:
BANK OF HAWAII
By:_____________________________
Name:
Title:
NATIONAL WESTMINSTER BANK PLC
By:_____________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:_____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:_____________________________
Name:
Title:
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BANK ONE, N.A.
By:_____________________________
Name:
Title:
PB CAPITAL CORPORATION
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________________
Name:
Title:
