Amendment No. 2 to Credit and Guaranty Agreement among ARAMARK Entities and Multiple Banks (August 13, 2001)

Summary

This amendment updates the existing Credit and Guaranty Agreement among ARAMARK Uniform & Career Apparel Group, Inc., ARAMARK Services, Inc., ARAMARK Corporation, ARAMARK Worldwide Corporation, and a group of banks led by The Chase Manhattan Bank and Morgan Guaranty Trust Company. The amendment allows for the merger of ARAMARK Corporation with ARAMARK Worldwide Corporation and clarifies that such a merger will not violate the agreement. It also sets conditions for the amendment to take effect, including required approvals and documentation.

EX-10.8 16 dex108.txt AMENDMENT #2 TO THE CREDIT AND GUARANTY 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 MORGAN 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 2 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. 3 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/ Barbara Austell ------------------------------ Name: Barbara Austell Title: Treasurer ARAMARK UNIFORM & CAREER APPAREL GROUP, INC. By: /s/ Barbara Austell ------------------------------ Name: Barbara Austell Title: Treasurer ARAMARK CORPORATION By: /s/ Barbara Austell ------------------------------ Name: Barbara Austell Title: Treasurer ARAMARK WORLDWIDE CORPORATION By: /s/ Dean E. Hill ------------------------------ Name: Dean E. Hill Title: Vice President and Treasurer Agents ------ THE CHASE MANHATTAN BANK By: /s/ B.B. Wulhrich -------------------------------- Name: B.B. Wulhrich Title: Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: /s/ Gory Spevack -------------------------------- Name: Gory Spevack Title: Vice President Co-Agents --------- BANK OF AMERICA, N.A. By: /s/ Michael J. Mckenney -------------------------------- Name: Michael J. Mckenney Title: Managing Director THE BANK OF NEW YORK By: /s/ Walter C. Parelli -------------------------------- Name: Walter C. Parelli Title: Vice President 5 CREDIT LYONNAIS By: /s/ Scott R. Chappelka ----------------------------------- Name: Scott R. Chappelka Title: Vice President FIRST UNION NATIONAL BANK By: /s/ Douglas A. Nickel ----------------------------------- Name: Douglas A. Nickel Title: Vice President PNC BANK NATIONAL ASSOCIATION By: /s/ Daniel K. Fitzpatrick, CFA ----------------------------------- Name: Daniel K. Fitzpatrick, CFA Title: Managing Director SUMITOMO MITSUI BANKING CORPORATION By: /s/ C. Michael Gorrido ----------------------------------- Name: C. Michael Gorrido Title: Senior Vice President 6 WACHOVIA BANK, N.A. By: /s/ Christa P. Holland ---------------------------------- Name: Christa P. Holland Title: Vice President Participants ------------ CIBC INC. By: /s/ Dominic Sorresso ---------------------------------- Name: Dominic Sorresso Title: Executive Director FLEET NATIONAL BANK By: /s/ Cheryl Carangelo ---------------------------------- Name: Cheryl Carangelo Title: Vice President KBC BANK N.V. By: /s/ Robert M. Surdam, Jr. ---------------------------------- Name: Robert M. Surdam, Jr. Title: Vice President By: /s/ Jean-Pierre Diels ---------------------------------- Name: Jean-Pierre Diels Title: First Vice President 7 MELLON BANK, N.A. By: /s/ Kristen M. Denning ----------------------------- Name: Kristen M. Denning Title: Asst. Vice President BANK OF HAWAII By: /s/ Donna R. Parker ----------------------------- Name: Donna R. Parker Title: Vice President NATIONAL WESTMINSTER BANK PLC By: /s/ Andrew Stuart Mitchell ----------------------------- Name: Andrew Stuart Mitchell Title: Senior Corporate Manager FIRSTAR BANK, N.A. AS AGENT FOR U.S. BANK NATIONAL ASSOCIATION By: /s/ Derek S. Roudebush ----------------------------- Name: Derek S. Roudebush Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ Philip N. Adsetts ----------------------------- Name: Philip N. Adsetts Title: Director 8 BANK ONE, N.A. By: /s/ Jeffrey Lubatkin ----------------------------- Name: Jeffrey Lubatkin Title: First Vice President BHF(USA) CAPITAL CORPORATION By: /s/ Nina Zhou ----------------------------- Name: Nina Zhou Title: Associate By: /s/ Dana L. McDougall ----------------------------- Name: Dana L. McDougall Title: Vice President COMERICA BANK By: /s/ Robert P. Wilson ----------------------------- Name: Robert P. Wilson Title: Assistant Vice President COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH By: /s/ Theodore W. Cox ----------------------------- Name: Theodore W. Cox Title: Vice President By: /s/ James S. Cunningham ----------------------------- Name: James S. Cunningham Title: Managing Director AMSOUTH BANK By:/s/ Donald M. Sinclair ----------------------------- Name: Donald M. Sinclair Title: Senior Vice President BNP PARIBAS By:/s/ Duane P. Helkowski ----------------------------- Name: Duane P. Helkowski Title: Director By:/s/ Shayn P. March ----------------------------- Name: Shayn P. March Title: Vice President NATIONAL CITY BANK By:/s/ Tara M. Handforth ----------------------------- Name: Tara M. Handforth Title: Assistant Vice President BANKBOSTON, N.A. By: /s/ Cheryl Carangelo ------------------------------ Name: Cheryl Carangelo 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 MORGAN 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: