Amendment Agreement Related to the Credit Agreement



 Exhibit 10.1 
  
 AMENDMENT NO. 1 TO CREDIT AGREEMENT 
  
 AMENDMENT dated as of November 18, 2005 to the Credit Agreement dated as of March 31, 2004 (the “Credit
Agreement”) among ARAMARK SERVICES, INC., ARAMARK UNIFORM & CAREER APPAREL GROUP, INC., and ARAMARK CANADA LTD. (the “Borrowers”), ARAMARK CORPORATION (the “Parent Guarantor”), the LENDERS party
hereto, JPMORGAN CHASE BANK, N.A. (as “General Administrative Agent”), and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, (as “Canadian Administrative Agent”). 
  
 W I T N E S S E T H : 
  
 WHEREAS, the parties hereto desire to amend the Credit Agreement to
(i) extend the Revolving Maturity Date from March 31, 2009 to November 18, 2010, (ii) reduce the rates of interest applicable to Loans thereunder, the Facility Fee Rate and the fee rates for outstanding, but undrawn, Letters of
Credit issued thereunder, (iii) to grant to the Borrowers an option to extend the Revolving Maturity Date for one year past the Revolving Maturity Date then in effect and (iv) to effect the other changes set forth herein; and 

 
 WHEREAS, Letters of Credit and Bankers’ Acceptances, but no other
Loans, are outstanding under the Credit Agreement as of the date hereof; 
  
 NOW, THEREFORE, the parties hereto agree as follows: 
  
 SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that 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. Amended Definitions. The following definitions in Section 1.01 of the Credit Agreement are amended to read in their entirety as follows:

  
 “LC Cut-Off Date” means
(i) October 19, 2010 or (ii) if the Revolving Maturity Date has been extended pursuant to Section 4.09(b)(2) as to all Lenders, the 30th day prior to the Revolving Maturity Date as so extended. 
  
 “Revolving Maturity Date” means November 18, 2010 or such later date to which the Revolving Maturity Date may be extended pursuant
to Section 4.09(b) or, if either such day is not a Business Day, the next preceding Business Day. 







 SECTION 3. Reduction of Interest Rates and Fees. The Pricing Schedule attached to the Credit
Agreement (the “Existing Pricing Schedule”) is deleted and replaced by the Pricing Schedule attached to this Amendment (the “New Pricing Schedule”). The New Pricing Schedule shall apply to interest and fees accruing
under the Credit Agreement on and after the date hereof. The Existing Pricing Schedule shall continue to apply to interest and fees accruing under the Credit Agreement prior to the date hereof. 
  
 SECTION 4. Change in Commitments. With effect from and including
the date hereof, the Commitment(s) of each Lender shall be the amount(s) set forth opposite the name of such Lender on the attached Commitment Schedule, which shall become the Commitment Schedule referred to in the Agreement. Any Lender under the
Agreement not listed on such Commitment Schedule (a “Departing Lender”) shall upon such effectiveness cease to be a Lender party to the Agreement and all accrued fees and other amounts payable under the Agreement for the account of
each Departing Lender shall be due and payable on such date; provided that the provisions of Sections 10.03, 10.04 and 13.03 of the Agreement shall continue to inure to the benefit of each Departing Lender. The participation of each Departing
Lender in each Letter of Credit outstanding on the date hereof shall terminate as of the date hereof, and the participations therein of the other Lenders shall be redetermined on the basis of their applicable Commitments after giving effect hereto.

  
 SECTION 5. Extension Option. Section 4.09 of the Credit
Agreement is deleted in its entirety and replaced with the following: 
  
 Section 4.09. Scheduled Termination of Commitments; Extension Option. (a) Unless earlier terminated pursuant to the other provisions of their Agreement, the Commitments of each Class shall terminate
on the Revolving Maturity Date. 
  
 (b)(1) The
Revolving Maturity Date may be extended from time to time in the manner set forth in this subsection (b) for a period of one year from the Revolving Maturity Date then in effect. If the Borrowers wish to request an extension of the Revolving
Maturity Date, the Borrowers shall give written notice to that effect to the General Administrative Agent, whereupon the General Administrative Agent shall promptly notify each of the Lenders of such request. Each Lender shall use its best efforts
to respond to such request, whether affirmatively or negatively, as it may elect in its sole and absolute discretion, within 30 days of such notice to the General Administrative Agent. Any Lender not responding to such request within such time
period shall be deemed to have responded negatively to such request. The Borrowers may require that the Lenders that do not elect to extend the Revolving Maturity Date transfer their Commitments in their entirety pursuant to Section 10.06.








 (2) If all the Lenders (including assignees and excluding their respective transferor
Lenders) respond affirmatively, then, subject to (i) the satisfaction of the conditions specified in Sections 5.02(c) and (d) and (ii) the receipt by the General Administrative Agent of counterparts of an Extension Agreement in
substantially the form of Exhibit L hereto duly completed and signed by all the parties hereto, the Revolving Maturity Date shall be extended to the first anniversary of the Revolving Maturity Date then in effect. 
  
 (3) If less than all the Lenders, but the Required Lenders
(including assignees and excluding their respective transferor Lenders) respond affirmatively, then subject to (i) the satisfaction of the conditions specified in Sections 5.02(c) and (d) and (ii) the receipt by the General
Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit L hereto duly completed and signed by all of the Lenders agreeing to such extension under this Section 4.09(b)(3) (the “Extending
Lenders”), the Revolving Maturity Date shall be extended with respect to the Extending Lenders, but not with respect to any other Lenders, to the first anniversary of the Revolving Maturity Date then in effect. 
  
 SECTION 6. Other Amendments. (a) Section 4.05(b) is hereby amended by
deleting the phrase “corresponding to Utilization 3 50%.” 
  
 (b) Section 6.04 of the Credit Agreement is hereby amended by replacing the date “October 3, 2003” wherever it appears with
the date “October 1, 2004.” 
  
 (c) Exhibit L attached hereto is added
as Exhibit L to the Credit Agreement. 
  
 SECTION 7.
Representations of Obligors. Each Obligor represents and warrants that (i) the representations and warranties of such Obligor set forth in Article 6 of the Credit Agreement are true in all material respects on and as of the date hereof and (ii)
no Default has occurred and is continuing on the date hereof. 
  
 SECTION 8. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 
  
 SECTION 9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, and all of which taken
together shall constitute a single agreement, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
  
 SECTION 10. Effectiveness. This Amendment shall become effective as of the date hereof upon receipt by the General Administrative Agent, from each
of the parties hereto, of a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the General Administrative Agent) that such party has signed a counterpart hereof. 







 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/ L. Frederick Sutherland


	Name:	 	L. Frederick Sutherland
	Title:	 	Executive Vice President
	
	 ARAMARK UNIFORM & CAREER
APPAREL GROUP, INC.

		
	By:	 	 /s/ Christopher S. Holland


	Name:	 	Christopher S. Holland
	Title:	 	Treasurer










			
	 ARAMARK CANADA LTD.

		
	By:	 	 /s/ Karen Wetselaar


	Name:	 	Karen Wetselaar
	Title:	 	Vice President - Finance










			
	 ARAMARK CORPORATION

		
	By:	 	 /s/ L. Frederick Sutherland


	Name:	 	L. Frederick Sutherland
	Title:	 	 Executive Vice President
 and Chief Financial
Officer











			
	 JPMORGAN CHASE BANK, N.A., as
General Administrative Agent and
U.S. Lender

		
	By:	 	 /s/ Dawn Lee Lum


	Name:	 	Dawn Lee Lum
	Title:	 	Vice President
	
	 JPMORGAN CHASE BANK, N.A.,
TORONTO BRANCH, as
Canadian Administrative Agent and
Canadian Lender

		
	By:	 	 /s/ Christine Chan


	Name:	 	Christine Chan
	Title:	 	Vice President










			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Harvey Thayer


	Name:	 	Harvey Thayer
	Title:	 	Managing Director










			
	CITIBANK, N.A.
		
	By:	 	 /s/ Sandy Salgado


	Name:	 	Sandy Salgado
	Title:	 	Vice President










			
	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	 /s/ Masakazu Hasegawa


	Name:	 	Masakazu Hasegawa
	Title:	 	Joint General Manager










			
	WACHOVIA BANK, N.A.
		
	By:	 	 /s/ John G. Taylor


	Name:	 	John G. Taylor
	Title:	 	Vice President










			
	CALYON New York Branch
		
	By:	 	 /s/ Samuel L. Hill


	Name:	 	Samuel L. Hill
	Title:	 	Managing Director
		
	By:	 	 /s/ David Cagle


	Name:	 	David Cagle
	Title:	 	Managing Director










			
	 PNC BANK, NATIONAL ASSOCIATION

		
	By:	 	 /s/ Denise D. Killen


	Name:	 	Denise D. Killen
	Title:	 	Vice President










			
	 COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A. “RABOBANK INTERNATIONAL”,
NEW YORK
BRANCH

		
	By:	 	 /s/ Theodore Cox


	Name:	 	Theodore Cox
	Title:	 	Executive Director
		
	By:	 	 /s/ Brett Delfino


	Name:	 	Brett Delfino
	Title:	 	Executive Director










			
	 NATIONAL CITY BANK, CANADA BRANCH

		
	By:	 	 /s/ G.W. Hines


	Name:	 	G.W. Hines
	Title:	 	S.V.P.










			
	 THE BANK OF NOVA SCOTIA, as
Canadian Lender

		
	By:	 	 /s/ Brian Evans


	 Name:
	 	Brian Evans
	Title:	 	Managing Director
		
	By:	 	 /s/ Jason Fielden


	Name:	 	Jason Fielden
	Title:	 	Associate Director










			
	 BANK OF TOKYO-MITSUBISHI
TRUST COMPANY

		
	By:	 	 /s/ Christian Giordano


	Name:	 	Christian Giordano
	Title:	 	Vice President










			
	 BARCLAYS BANK PLC

		
	 By:
	 	 /s/ Nicholas Bell


	 Name:
	 	 Nicholas Bell

	 Title:
	 	 Director











			
	BNP PARIBAS
		
	By:	 	 /s/ Christopher Criswell


	Name:	 	Christopher Criswell
	Title:	 	Managing Director
		
	By:	 	 /s/ Angela Bentley-Arnold


	Name:	 	Angela Bentley-Arnold
	Title:	 	Vice President










			
	THE BANK OF NEW YORK
		
	By:	 	 /s/ Patrick Vatel


	Name:	 	Patrick Vatel
	Title:	 	Vice President










			
	 THE ROYAL BANK OF SCOTLAND plc

		
	By:	 	 /s/ Philippe Sandmeier


	Name:	 	Philippe Sandmeier
	Title:	 	Managing Director










			
	NATIONAL CITY BANK
		
	By:	 	 /s/ Anne Marie Hughes


	Name:	 	Anne Marie Hughes
	Title:	 	Vice President










			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ Todd S. Meller


	Name:	 	Todd S. Meller
	Title:	 	Managing Director










			
	COMERICA BANK
		
	By:	 	 /s/ Richard C. Hampson


	Name:	 	Richard C. Hampson
	Title:	 	Vice President










			
	 DEUTSCHE BANK AG NEW YORK BRANCH

		
	By:	 	 /s/ Frederick W. Laird


	Name:	 	Frederick W. Laird
	Title:	 	Managing Director
		
	By:	 	 /s/ Ming K. Chu


	Name:	 	Ming K. Chu
	Title:	 	Vice President










			
	KBC BANK N.V.
		
	By:	 	 /s/ Robert M. Surdam. Jr.


	Name:	 	Robert M. Surdam. Jr.
	Title:	 	Vice President
		
	By:	 	 /s/ Robert Snauffer


	Name:	 	Robert Snauffer
	Title:	 	First Vice President










			
	MELLON BANK, N.A.
		
	By:	 	 /s/ Laurie G. Dunn


	Name:	 	Laurie G. Dunn
	Title:	 	First Vice President










			
	U.S. BANK N.A.
		
	By:	 	 /s/ Michael P. Dickman


	Name:	 	Michael P. Dickman
	Title:	 	Vice President










			
	 WILLIAM STREET CREDIT
CORPORATION

		
	By:	 	 /s/ Mark Walton


	Name:	 	Mark Walton
	Title:	 	Assistant Vice President









 PRICING SCHEDULE 
  
 Each of “Facility Fee Rate”, “Euro-Currency Margin” and “BA Margin”
means, for any date, the rate set forth below in the row opposite such term and under the column corresponding to the “Pricing Level” that applies for such date: 
  

																			
	 	  	Level I

	 	 	Level II

	 	 	Level III

	 	 	Level IV

	 	 	Level V

	 	 	Level VI

	 
	 Facility Fee Rate
	  	.07	%	 	.08	%	 	.10	%	 	.125	%	 	.175	%	 	.25	%
	 Euro-Currency Margin
	  	.33	%	 	.42	%	 	.45	%	 	.50	%	 	.70	%	 	1.0	%
	 BA Margin
	  	.33	%	 	.42	%	 	.45	%	 	.50	%	 	.70	%	 	1.0	%

  
 For purposes of this
Schedule, the following terms have the following meanings, subject to the last paragraph of this Schedule: 
  
 “Level I Pricing” applies at any date if, at such date, ARAMARK Services’ long term unsecured senior, non-credit enhanced debt is
rated A- or higher by S&P or A3 or higher by Moody’s. 
  
 “Level II Pricing” applies at any date if, at such date, ARAMARK Services’ long term unsecured senior, non-credit enhanced debt is rated BBB+ or higher by S&P or Baa1 or higher by Moody’s and Level I Pricing
does not apply. 
  
 “Level III Pricing” applies
at any date if, at such date, ARAMARK Services’ long term unsecured senior, non-credit enhanced debt is rated BBB or higher by S&P or Baa2 or higher by Moody’s and neither Level I Pricing nor Level II Pricing applies. 
  
 “Level IV Pricing” applies at any date if, at such date,
ARAMARK Services’ long term unsecured senior, non-credit enhanced debt is rated BBB- or higher by S&P or Baa3 or higher by Moody’s and none of Level I Pricing, Level II Pricing and Level III Pricing applies. 
  
 “Level V Pricing” applies at any date if, at such date,
ARAMARK Services’ long term unsecured senior, non-credit enhanced debt is rated BB+ or higher by S&P or Ba1 or higher by Moody’s and none of Level I Pricing, Level II Pricing, Level III Pricing and Level IV Pricing applies. 

 
 “Level VI Pricing” applies at any date if, at such date,
no other Pricing Level applies. 
  
 In the case of a split rating
from S&P and Moody’s (a) if the ratings differential is one grade level, the rating to be used to determine the applicable Pricing Level is the higher rating (the lower pricing) and (b) if the ratings differential is greater than
one level, the rating to be used to determine the applicable Pricing Level is the rating which is one grade higher than the lower rating. 







 EXHIBIT L 
  

EXTENSION AGREEMENT 
  

	
	ARAMARK Services, Inc.
	ARAMARK Uniform & Career Apparel Group, Inc.
	1101 Market Street
	Philadelphia, Pennsylvania 19107
	
	ARAMARK Canada Ltd.
	811 Islington Avenue
	Toronto, ON M82 5W8
	
	 JP Morgan Chase Bank, N.A., as General Administrative
Agent under the Credit Agreement

	270 Park Avenue
	New York, NY 10017

  
 Ladies and Gentlemen: 
  
 The undersigned hereby agree
to extend, effective [        ], their respective Commitments and the Revolving Maturity Date under the Credit Agreement dated as of March 31, 2004, as amended, among ARAMARK Services, Inc., ARAMARK
Uniform & Career Apparel Group, Inc., and ARAMARK Canada Ltd., ARAMARK Corporation, the Lenders party thereto, JPMorgan Chase Bank, N.A., and JPMorgan Chase Bank, N.A., Toronto Branch (the “Credit Agreement”) for one year
to [date to which Commitments are extended] pursuant to Section 4.09(b) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. 
  
 This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. This
Extension Agreement 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 the same instrument. 
  

			
	 [NAME OF BANK]

		
	By:	 	  


	Title: