Exhibit 10.8
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of August 13, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998, as amended by Amendment No.1 dated as of May 7,
1998, and as amended and restated as of September 10, 1998 (the "Credit
Agreement") among ARAMARK UNIFORM & CAREER APPAREL GROUP, INC. (formerly ARAMARK
UNIFORM SERVICES GROUP, INC.) and ARAMARK SERVICES, INC. (collectively, the
"Borrowers"), ARAMARK CORPORATION (the "Parent Guarantor"), the BANKS party
thereto (the "Banks") and THE CHASE MANHATTAN BANK and XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK, as Agents (the "Agents").
W I T N E S S E T H :
WHEREAS, the Parent Guarantor proposes to merge (the "AWC Merger") with and
into ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would substantially simultaneously
therewith change its name to ARAMARK Corporation (the "Surviving Corporation");
WHEREAS, the Parent Guarantor and the Surviving Corporation have requested
the Banks party to the Credit Agreement to enter into this Amendment to permit
the AWC Merger;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) 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. Amendments. (a) Section 1.01 is amended by the adoption of the
following new defined term in its appropriate alphabetical position:
"AWC Merger" means the merger of the Parent Guarantor with and into
ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would
substantially simultaneously therweitih change its name to ARAMARK Corporation.
(b) Section 5.04 of the Credit Agreement is amended by adding a new
proviso at the end thereof as follows:
;provided further that nothing in this Section 5.04 shall prohibit
the termination of corporate existence of the Parent Guarantor, if such
termination is the result of the AWC Merger.
(c) Section 5.08(a) of the Credit Agreement is amended by adding a new
subsection (iv) at the end thereof as follows:
and (iv) the Parent Guarantor may consummate the AWC Merger.
SECTION 3. Representations of the Surviving Corporation. The Surviving
Corporation represents and warrants that:
(a) the representations and warranties of the Parent Guarantor set
forth in Article 4 of the Credit Agreement will be true as of the Amendment
Effective Date.
(b) the Surviving Corporation was organized solely for purposes of
effecting the AWC Merger and has engaged in no activities and incurred no
liabilities except in connection with the AWC Merger and the proposed
public offering of stock of the Surviving Corporation.
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 as of the
date of hereof (the "Amendment Effective Date") subject to receipt by the Agents
of (i) duly executed counterparts hereof signed by the Surviving Corporation,
the Parent Guarantor, each Borrower and Banks comprising the Required Banks (or,
in the case of any party as to which an executed counterpart shall not have been
received, the Agents shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party); (ii) the instrument of assumption attached as Exhibit A hereto, duly
executed by the Surviving Corporation; (iii) an opinion of counsel for the
Parent
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Guarantor satisfactory to the Agents as to such other matters relating to the
transactions contemplated by this Amendment as the Agents may reasonably
request, such opinion to be in form and substance satisfactory to the Agent; and
(iv) all documents the Agents may reasonably request relating to the existence
of the Surviving Corporation, the corporate authority for and the validity of
this Amendment and the AWC Merger.
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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: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
ARAMARK UNIFORM & CAREER
APPAREL GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
ARAMARK CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
ARAMARK WORLDWIDE
CORPORATION
By: /s/ Xxxx X. Xxxx
------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and Treasurer
Agents
------
THE CHASE MANHATTAN BANK
By: /s/ B.B. Wulhrich
--------------------------------
Name: B.B. Wulhrich
Title: Vice President
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Gory Xxxxxxx
--------------------------------
Name: Gory Xxxxxxx
Title: Vice President
Co-Agents
---------
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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CREDIT LYONNAIS
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
PNC BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxxxxx, CFA
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx, CFA
Title: Managing Director
SUMITOMO MITSUI BANKING
CORPORATION
By: /s/ C. Michael Gorrido
-----------------------------------
Name: C. Michael Gorrido
Title: Senior Vice President
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WACHOVIA BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Participants
------------
CIBC INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Executive Director
FLEET NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
KBC BANK N.V.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Vice President
By: /s/ Xxxx-Xxxxxx Diels
----------------------------------
Name: Xxxx-Xxxxxx Diels
Title: First Vice President
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MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Asst. Vice President
BANK OF HAWAII
By: /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
By: /s/ Xxxxxx Xxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx Xxxxxxxx
Title: Senior Corporate Manager
FIRSTAR BANK, N.A. AS AGENT FOR
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Director
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BANK ONE, N.A.
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: First Vice President
BHF(USA) CAPITAL CORPORATION
By: /s/ Xxxx Xxxx
-----------------------------
Name: Xxxx Xxxx
Title: Associate
By: /s/ Xxxx X. XxXxxxxxx
-----------------------------
Name: Xxxx X. XxXxxxxxx
Title: Vice President
COMERICA BANK
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Xxxxxxxx X. Xxx
-----------------------------
Name: Xxxxxxxx X. Xxx
Title: Vice President
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Managing Director
AMSOUTH BANK
By:/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
BNP PARIBAS
By:/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Director
By:/s/ Xxxxx X. March
-----------------------------
Name: Xxxxx X. March
Title: Vice President
NATIONAL CITY BANK
By:/s/ Xxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Assistant Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
EXHIBIT A
ASSUMPTION AGREEMENT
ARAMARK Corporation, a Delaware corporation (the "Surviving Corporation"),
the surviving corporation of the merger on the date hereof of ARAMARK
Corporation, a Delaware corporation (the "Parent Guarantor"), with and into
ARAMARK Worldwide Corporation, a Delaware corporation, hereby expressly assumes,
and agrees to perform and discharge, all of the terms, covenants and agreements
of the the Parent Guarantor under the Credit and Guaranty Agreement, dated as of
January 7, 1998, as amended by Amendment No. 1 dated as of May 7, 1998, as
amended and restated as of September 10, 1998, and as amended by Amendment No. 2
dated as of August 13, 2001 (and so amended and/or restated, and as the same may
be further amended from time to time, the "Credit Agreement") among ARAMARK
UNIFORM & CAREER APPAREL GROUP, INC. (formerly ARAMARK UNIFORM SERVICES GROUP,
INC.) and ARAMARK SERVICES, INC. (collectively, the "Borrowers"), the Parent
Guarantor, the BANKS party thereto and THE CHASE MANHATTAN BANK and XXXXXX
GUARANTY TRUST COMPANY OF NEW YORK, as Agents. All references in the Credit
Agreement to the Parent Guarantor shall hereafter refer to the Surviving
Corporation and its successors. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.
IN WITNESS WHEREOF, ARAMARK Corporation has caused its duly authorized
officer to execute and deliver this Assumption Agreement as of ______________,
2001, simultaneously with the effectiveness of the merger referred to above.
ARAMARK Corporation, formerly ARAMARK Worldwide
Corporation.
By________________________
Title:
