August 8, 2006 ARAMARK Corporation Philadelphia, Pennsylvania 19107 Ladies and Gentlemen:Letter Agreement • August 8th, 2006 • Neubauer Joseph • New York
This Letter Agreement is being delivered by Warburg Pincus Private Equity IX, L.P. (the “Investor”) to ARAMARK Corporation, a Delaware corporation (the “Company”), in connection with the execution of that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), between RMK Acquisition Corporation, a Delaware corporation (“MergerCo”), RMK Finance LLC, a Delaware limited liability company (“SibCo”), and the Company, pursuant to which MergerCo will merge into the Company. The Investor and the Company hereby agree as follows:
August 8, 2006Interim Investors Agreement • August 8th, 2006 • Neubauer Joseph
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ARAMARK Corporation, a Delaware corporation (the “Company”), RMK Acquisition Corporation, a Delaware corporation (“MergerCo”), and RMK Finance LLC, a Delaware limited liability company (“SibCo”), pursuant to which MergerCo, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Interim Investors Agreement, dated as of the date hereof (the “Interim Investors Agreement”), by and among MergerCo, SibCo and the Investors named therein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement and the Interim Investors Agreement, as appropriate. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, MergerCo and SibCo.
AGREEMENT AND PLAN OF MERGER by and among RMK ACQUISITION CORPORATION, RMK FINANCE LLC and ARAMARK CORPORATION Dated as of August 8, 2006Merger Agreement • August 8th, 2006 • Neubauer Joseph • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 8, 2006, among RMK Acquisition Corporation, a Delaware corporation (“MergerCo”), RMK Finance LLC, a Delaware limited liability company (“SibCo”), and ARAMARK Corporation, a Delaware corporation (the “Company”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • August 8th, 2006 • Neubauer Joseph • Delaware
THIS INTERIM INVESTORS AGREEMENT (this “Agreement”) is made as of August 8, 2006 by and among RMK Acquisition Corporation, a Delaware corporation (“MergerCo”), RMK Finance LLC, a Delaware limited liability company (“SibCo”), each of the Sponsor Groups (as defined herein), and Joseph Neubauer (the “Management Investor”) (the Management Investor and each Sponsor Group, an “Investor”).
Rollover Equity Commitment Letter August 8, 2006Rollover Equity Commitment Letter • August 8th, 2006 • Neubauer Joseph
Reference is made to (1) the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among ARAMARK Corporation, a Delaware corporation (the “Company”), RMK Acquisition Corporation, a Delaware corporation (“MergerCo”), and RMK Finance LLC, a Delaware limited liability company (“SibCo”), and pursuant to which MergerCo, or its permitted assignees, will be merged with and into the Company (the “Merger”) and (2) the Interim Investors Agreement, dated as of the date hereof (the “Interim Investors Agreement”), by and among MergerCo, SibCo and the Investors named therein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement and the Interim Investors Agreement, as appropriate. This letter is being delivered to the addressees in connection with the execution of the Merger Agreement by the Company, MergerCo and SibCo.
VOTING AGREEMENTVoting Agreement • August 8th, 2006 • Neubauer Joseph • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is dated as of August 8, 2006, by and between RMK Acquisition Corporation, a Delaware corporation (“MergerCo”) and Joseph Neubauer (“Stockholder”).
