AmendmentAgreementNo5Conformed


Exhibit 10.1




AMENDMENT AGREEMENT No. 5 (this “Amendment”), dated as of March 22, 2013, among ARAMARK CORPORATION (as successor to RMK Acquisition Corporation) (the “U.S. Borrower”), ARAMARK Intermediate HoldCo Corporation, the subsidiaries of the U.S. Borrower party to the Credit Agreement (as defined below) (the “Guarantors”), New Lender and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) and as LC Facility Issuing Bank (in such capacity, the “LC Facility Issuing Bank”) to the Credit Agreement, dated as of January 26, 2007, as amended and restated as of March 26, 2010, as amended by Amendment Agreement No. 1 dated as of April 18, 2011, Amendment Agreement No. 2 dated as of February 29, 2012, Amendment No. 3 dated as of December 20, 2012 and Amendment No. 4 dated as of February 22, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers (as defined therein), ARAMARK Intermediate HoldCo Corporation, the Guarantors, the Agent and the other parties thereto from time to time.  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as amended hereby).
WHEREAS, Section 2.19 of the Credit Agreement provides that the Credit Agreement may be supplemented without the consent of the Required Lenders to establish New Revolving Commitments;
WHEREAS, the U.S. Borrower has requested to establish New Revolving Commitments in the form of an increase of  the aggregate principal amount of the outstanding U.S. Extended Revolving Commitments; 
WHEREAS, Royal Bank of Canada (the “New Lender”) has agreed to provide a New Revolving Commitment;
NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1.    Establishment of New Revolving Commitments.  Subject to the terms and conditions set forth in this Amendment and in the Credit Agreement, as of the Amendment No. 5 Effective Date, the amount of the U.S. Extended Revolving Commitment, if any, of the New Lender shall be increased by $55,000,000.   The New Lender agrees that its U.S. Extended Revolving Commitments shall be subject to the Loss Sharing Agreement and that it shall be a party thereto.
Section 2.    Representations and Warranties.  The U.S. Borrower represents and warrants to the Agent and each Lender (including the New Lender) that the execution and delivery of this Amendment is within each applicable Loan Party’s corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Loan Party.  This Amendment has been duly executed and delivered by each Loan Party and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.  This Amendment (a) does not require any consent or 





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approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect and (B) for filings and registrations necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of the Restricted Subsidiaries or their respective assets, or (other than as contemplated by this Amendment) give rise to a right thereunder to require any payment to be made by any Loan Party or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents, except, in the case of each of clauses (a) through (d) above, to the extent that any such violation, default or right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to result in a Material Adverse Effect.
Section 3.    Effectiveness.  The Amendment shall become effective on the date (the “Amendment No. 5 Effective Date”) that each of the conditions set forth below in this Section has been satisfied:
(a)    Execution of this Amendment.  The Agent (or its counsel) shall have received from the U.S. Borrower, each Guarantor, the Agent and the New Lender either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart hereof.  
(b)    Legal Opinions.  The Agent shall have received, on behalf of itself and the Lenders (including the New Lender) on the Amendment No. 5 Effective Date, a written opinion of Simpson Thacher & Bartlett LLP, New York counsel for the Loan Parties dated the Amendment No. 5 Effective Date, addressed to the Agent and the Lenders (including the New Lender) and in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents and the transactions contemplated by this Amendment as the Agent shall reasonably request.
(c)    Officers’ Certificate.  The Agent shall have received an Officers’ Certificate, dated as of the Amendment No. 5 Effective Date, certifying that the conditions set forth in Section 2.19(a)(i), (ii) and (iii) of the Credit Agreement are satisfied on the Amendment No. 5 Effective Date.
(d)    Insurance.  The Agent shall have received, with respect to each Mortgaged Property, (x) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and (y) if any improvement is located on any portion of any Mortgaged Property in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), a notice about special flood hazard area status and flood disaster assistance duly executed by the U.S. Borrower and each Loan Party relating thereto and the evidence of flood insurance required by Section 5.10 of the Credit Agreement  and the Flood 





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Insurance Laws.  For purposes hereof, “Flood Insurance Laws” means (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994 and (iv) the Flood Insurance Reform Act of 2004 (and, in each case, any successor statute thereto).
Section 4.    Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic transmission, including by e-mail with a “pdf” copy thereof attached, shall be effective as delivery of an original executed counterpart hereof.
Section 5.    Applicable Law; Jurisdiction.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Section 6.    Waiver of Jury Trial.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 7.    Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Section 8.    Effect of Amendment.  Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders (including the New Lender), the Agent, the LC Facility Issuing Bank or the Issuing Banks, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the 





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terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision thereof or any other Loan Document.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement and the other Loan Documents is hereby ratified and re-affirmed in all respects and shall continue in full force and effect.  Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Security Documents.  For the avoidance of doubt, the New Lender shall be a Secured Party under the Credit Agreement.  This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 5 Effective Date, all references to the Credit Agreement in any other Loan Document and all references in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment.  Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of each such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
ARAMARK CORPORATION 

		
	By:
	/S/ Karen A. Wallace                 
    Name: Karen A. Wallace 
    Title:   Vice President and Treasurer


ARAMARK INTERMEDIATE HOLDCO CORPORATION
		
	By:
	/S/ Karen A. Wallace                 
    Name: Karen A. Wallace 
    Title:   Vice President and Treasurer





[Signature Page to Amendment]






ARAMARK AVIATION SERVICES       LIMITED PARTNERSHIP
By: ARAMARK SMMS, LLC, its General Partner
By: ARAMARK CORPORATION, its sole member


By:    /S/ Karen A. Wallace             
    Name: Karen A. Wallace 
    Title:   Vice President and Treasurer


ARAMARK MANAGEMENT SERVICES       LIMITED PARTNERSHIP
By: ARAMARK SMMS, LLC, its General Partner
By: ARAMARK CORPORATION, its sole member


By:    /S/ Karen A. Wallace             
    Name: Karen A. Wallace 
    Title:   Vice President and Treasurer


TAHOE ROCKET LP
By: ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC, its General Partner


By:    /S/ Karen A. Wallace             
    Name: Karen A. Wallace 
    Title:   Treasurer



[Signature Page to Amendment]








EACH OF THE SUBSIDIARY  GUARANTORS LISTED ON  SCHEDULE I HERETO
 
 By:    /S/ Karen A. Wallace             
    Name: Karen A. Wallace 
    Title:   Treasurer

[Signature Page to Amendment]


Schedule I


	
			
	

No.
	

Debtor
	

Jurisdiction

	1.
	L&N Uniform Supply, LLC
	California

	2.
	Lake Tahoe Cruises, LLC
	California

	3.
	Paradise Hornblower, LLC
	California

	4.
	Shoreline Operating Company, Inc.
	California

	5.
	Addison Concessions, Inc.
	Delaware

	6.
	ARAMARK Asia Management,
LLC
	Delaware

	7.
	ARAMARK Campus, LLC
	Delaware

	8.
	ARAMARK Cleanroom Services
(Puerto Rico), Inc.
	Delaware

	9.
	ARAMARK Cleanroom Services,
LLC
	Delaware

	10.
	ARAMARK Confection, LLC
	Delaware

	11.
	ARAMARK Correctional Services,
LLC
	Delaware

	12.
	ARAMARK CTS, LLC
	Delaware

	13.
	ARAMARK Educational Group,
LLC
	Delaware

	14.
	ARAMARK Educational Services,
LLC
	Delaware

	15.
	ARAMARK Engineering
Associates, LLC
	Delaware

	16.
	ARAMARK Entertainment, LLC
	Delaware

	17.
	ARAMARK Executive
Management Services USA, Inc.
	Delaware

	18.
	ARAMARK Facilities
Management, LLC
	Delaware

	19.
	ARAMARK Facility Services,
LLC
	Delaware

	20.
	ARAMARK FHC Business
Services, LLC
	Delaware

	21.
	ARAMARK FHC Campus
Services, LLC
	Delaware

	22.
	ARAMARK FHC Correctional
Services, LLC
	Delaware

	23.
	ARAMARK FHC Healthcare
Support Services, LLC
	Delaware

	24.
	ARAMARK FHC Refreshment
Services, LLC
	Delaware

	25.
	ARAMARK FHC School Support
Services, LLC
	Delaware

	26.
	ARAMARK FHC Services, LLC
	Delaware











[Signature Page to Amendment]






	
			
	

No.
	

Debtor
	

Jurisdiction

	27.
	ARAMARK FHC Sports and
Entertainment Services, LLC
	Delaware

	28.
	ARAMARK FHC, LLC
	Delaware

	29.
	ARAMARK Food and Support
Services Group, Inc.
	Delaware

	30.
	ARAMARK Food Service, LLC
	Delaware

	31.
	ARAMARK FSM, LLC
	Delaware

	32.
	ARAMARK Healthcare Support
Services of the Virgin Islands, Inc.
	Delaware

	33.
	ARAMARK Healthcare Support
Services, LLC
	Delaware

	34.
	ARAMARK Healthcare
Technologies, LLC
	Delaware

	35.
	ARAMARK India Holdings LLC
	Delaware

	36.
	ARAMARK Industrial Services,
LLC
	Delaware

	37.
	ARAMARK Japan, Inc.
	Delaware

	38.
	ARAMARK Marketing Services
Group, Inc.
	Delaware

	39.
	ARAMARK Organizational
Services, Inc.
	Delaware

	40.
	ARAMARK RAV, LLC
	Delaware

	41.
	ARAMARK RBI, INC.
	Delaware

	42.
	ARAMARK Refreshment Services,
LLC
	Delaware

	43.
	ARAMARK Schools, LLC
	Delaware

	44.
	ARAMARK SCM, Inc.
	Delaware

	45.
	ARAMARK Senior Living
Services, LLC
	Delaware

	46.
	ARAMARK Senior Notes
Company
	Delaware

	47.
	ARAMARK Services of Puerto
Rico, Inc.
	Delaware

	48.
	ARAMARK SM Management
Services, Inc.
	Delaware

	49.
	ARAMARK SMMS LLC
	Delaware

	50.
	ARAMARK SMMS Real Estate
LLC
	Delaware

	51.
	ARAMARK Sports and
Entertainment Group, LLC
	Delaware

	52.
	ARAMARK Sports and
Entertainment Services, LLC
	Delaware















	
			
	

No.
	

Debtor
	

Jurisdiction

	53.
	ARAMARK Sports Facilities, LLC
	Delaware

	54.
	ARAMARK Sports, LLC
	Delaware

	55.
	ARAMARK Summer Games 1996,
LLC
	Delaware

	56.
	ARAMARK U.S. Offshore
Services, LLC
	Delaware

	57.
	ARAMARK Uniform & Career
Apparel Group, Inc.
	Delaware

	58.
	ARAMARK Uniform & Career
Apparel, LLC
	Delaware

	59.
	ARAMARK Uniform
Manufacturing Company
	Delaware

	60.
	ARAMARK Uniform Services
(Baltimore) LLC
	Delaware

	61.
	ARAMARK Uniform Services
(Matchpoint) LLC
	Delaware

	62.
	ARAMARK Uniform Services
(Midwest) LLC
	Delaware

	63.
	ARAMARK Uniform Services
(Rochester) LLC
	Delaware

	64.
	ARAMARK Uniform Services
(Santa Ana) LLC
	Delaware

	65.
	ARAMARK Uniform Services
(Syracuse) LLC
	Delaware

	66.
	ARAMARK Uniform Services
(Texas) LLC
	Delaware

	67.
	ARAMARK Uniform Services
(West Adams) LLC
	Delaware

	68.
	ARAMARK Venue Services, Inc.
	Delaware

	69.
	ARAMARK/HMS, LLC
	Delaware

	70.
	Delsac VIII, Inc.
	Delaware

	71.
	Fine Host Holdings, LLC
	Delaware

	72.
	Harrison Conference Associates,
LLC
	Delaware

	73.
	Harry M. Stevens, LLC
	Delaware

	74.
	Landy Textile Rental Services,
LLC
	Delaware

	75.
	American Snack & Beverage, LLC
	Florida

	76.
	ARAMARK Services Management
of HI, Inc.
	Hawaii

	77.
	ARAMARK Kitty Hawk, Inc.
	Idaho

	78.
	Harrison Conference Center of
Lake Bluff, Inc.
	Illinois















	
			
	

No.
	

Debtor
	

Jurisdiction

	79.
	ARAMARK Distribution Services,
Inc.
	Illinois

	80.
	ARAMARK Services Management
of IL, Inc.
	Illinois

	81.
	ARAMARK Facility Management
Corporation of Iowa
	Iowa

	82.
	ARAMARK FHC Kansas, Inc.
	Kansas

	83.
	ARAMARK Food Service
Corporation of Kansas
	Kansas

	84.
	ARAMARK Services of Kansas,
Inc.
	Kansas

	85.
	Harrison Conference Services of
Massachusetts, LLC
	Massachusetts

	86.
	Harrison Conference Services of
Wellesley, LLC
	Massachusetts

	87.
	ARAMARK Services Management
of MI, Inc.
	Michigan

	88.
	Restaura, Inc.
	Michigan

	89.
	Travel Systems, LLC
	Nevada

	90.
	ARAMARK Services Management
of NJ, Inc.
	New Jersey

	91.
	Harrison Conference Services of
Princeton, Inc.
	New Jersey

	92.
	Harry M. Stevens, Inc. of New
Jersey
	New Jersey

	93.
	Harrison Conference Center of
Glen Cove, Inc.
	New York

	94.
	Harrison Conference Services of
North Carolina, LLC
	North Carolina

	95.
	ARAMARK American Food
Services, LLC
	Ohio

	96.
	ARAMARK Services Management
of OH, Inc.
	Ohio

	97.
	ARAMARK Consumer Discount
Company
	Pennsylvania

	98.
	Harry M. Stevens, Inc. of Penn
	Pennsylvania

	99.
	MyAssistant, Inc.
	Pennsylvania

	100.
	ARAMARK Services Management
of SC, Inc.
	South Carolina

	101.
	ARAMARK Business Dining
Services of Texas, LLC
	Texas

	102.
	ARAMARK Educational Services
of Texas, LLC
	Texas

	103.
	ARAMARK Food Service of
Texas, LLC
	Texas

	104.
	ARAMARK Healthcare Support
Services of Texas, Inc.
	Texas















	
			
	

No.
	

Debtor
	

Jurisdiction

	105.
	ARAMARK Sports and
Entertainment Services of Texas, LLC
	Texas

	106.
	ARAMARK Educational Services
of Vermont, Inc.
	Vermont

	107.
	Overall Laundry Services, Inc.
	Washington

	108.
	ARAMARK Capital Asset
Services, LLC
	Wisconsin

	109.
	ARAMARK Services Management
of WI, Inc.
	Wisconsin

	110.
	Kowalski-Dickow Associates, LLC
	Wisconsin

















JPMORGAN CHASE BANK, N.A., 
as Agent 
		
	By:
	/S/ Dawn L. Leelum                 
Name: Dawn L. LeeLum 
Title:   Executive Director









ROYAL BANK OF CANADA, 
as New Lender
		
	By:
	/S/ D.W. Scott Johnson             
Name: D.W. Scott Johnson 
Title:   Authorized Signatory





[Signature Page to Amendment]