Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCanflGQkBaChZIiABGMe0Zf3PV/7osVLIAEU0qQ5kiqGjW8O1gkyBN/uKsaUS/t CM4HqW5KsbrIevVtqeeg/Q== 0001144204-06-019601.txt : 20060511 0001144204-06-019601.hdr.sgml : 20060511 20060511172605 ACCESSION NUMBER: 0001144204-06-019601 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P. GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P. GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P. GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P. GROUP MEMBERS: J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. GROUP MEMBERS: JPMP CAPITAL CORP. GROUP MEMBERS: JPMP GLOBAL INVESTORS, L.P. GROUP MEMBERS: JPMP MASTER FUND MANAGER, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP/DE CENTRAL INDEX KEY: 0001144528 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 233086414 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62375 FILM NUMBER: 06831356 BUSINESS ADDRESS: STREET 1: ARAMARK TOWER STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK WORLDWIDE CORP DATE OF NAME CHANGE: 20010711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 SC 13D 1 v042668_sc13d.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934^*

ARAMARK CORPORATION

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

Class A Common Stock: None

Class B Common Stock: 038521100

(CUSIP Number)

Gregory Gilbert, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, NY 10036

(212) 326-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 23 Pages)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

SCHEDULE 13D

Page 2 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners (BHCA), L.P. 13-3371826
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 3 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors, L.P. 13-4197054
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 4 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors A, L.P. 26-0032493
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 5 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors (Cayman), L.P. 13-4197057
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 6 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors (Cayman) II, L.P. 26-0005546
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 7 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors (Selldown), L.P. 56-2489868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 8 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) J.P. Morgan Partners Global Investors (Selldown) II, L.P. 56-2489868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 9 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JPMP Master Fund Manager, L.P. 13-3371829
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 10 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JPMP Global Investors, L.P. 13-4197062
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON PN

SCHEDULE 13D

Page 11 of 23 Pages

CUSIP No. - Class A Common Stock: None

CUSIP No. - Class B Common Stock: 038521100


1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JPMP Capital Corp. 13-3349327
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ý
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7 SOLE VOTING POWER -0-
	8 SHARED VOTING POWER -0-
	9 SOLE DISPOSITIVE POWER -0-
	10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock
14 TYPE OF REPORTING PERSON CO

SCHEDULE 13D

Page 12 of 23 Pages

Item 1. Security and Issuer.

This statement on Schedule 13D (the “Statement”) relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and the Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), of ARAMARK Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107.

Each share of Class A Common Stock is convertible at the option of the holder into one share of Class B Common Stock. Therefore, the JPMP Reporting Persons (as defined in Item 2 below) may be deemed to beneficially own the shares of Class B Common Stock into which any shares of Class A Common Stock are convertible. In addition, subject to certain exceptions set forth in the Issuer’s Amended and Restated Certificate of Incorporation, a transfer of Class A Common Stock will result in the automatic conversion of Class A Common Stock into Class B Common Stock. To the extent that any shares of Class A Common Stock in which the JPMP Reporting Persons may be deemed to have beneficial ownership are converted into Class B Common Stock, the JPMP Reporting Persons’ deemed beneficial ownership of Class A Common Stock will be reduced by an equal number of shares.

Item 2. Identity and Background.

This Statement is being filed by: (i) J.P. Morgan Partners (BHCA), L.P., a limited partnership organized under the laws of Delaware (“JPMP (BHCA)”), (ii) J.P. Morgan Partners Global Investors, L.P., a limited partnership organized under the laws of Delaware (“JPMP Global”), (iii) J.P. Morgan Partners Global Investors A, L.P., a limited partnership organized under the laws of Delaware (“JPMP Global A”), (iv) J.P. Morgan Partners Global Investors (Cayman), L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman”), (v) J.P. Morgan Partners Global Investors (Cayman) II, L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman II”), (vi) J.P. Morgan Partners Global Investors (Selldown), L.P., a limited partnership organized under the laws of Delaware (“JPMP Selldown”), (vii) J.P. Morgan Partners Global Investors (Selldown) II, L.P., a limited partnership organized under the laws of Delaware (“JPMP Selldown II”), (viii) JPMP Master Fund Manager, L.P., a limited partnership organized under the laws of Delaware (“JPMP Master Fund”), (ix) JPMP Global Investors, L.P., a limited partnership organized under the laws of Delaware (“JPMP Investors”) and (x) JPMP Capital Corp., a corporation organized under the laws of New York (“JPMP Capital Corp.” and collectively with JPMP (BHCA), JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II, JPMP Selldown, JPMP Selldown II, JPMP Master Fund and JPMP Investors, the “JPMP Reporting Persons”).

The principal business and principal office of each of the JPMP Reporting Persons is located at 1221 Avenue of the Americas, New York, NY 10020.

SCHEDULE 13D

Page 13 of 23 Pages

JPMP (BHCA) is engaged in the venture capital, private equity and leveraged buyout business. The general partner of JPMP (BHCA) is JPMP Master Fund, who is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business.

JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II, JPMP Selldown and JPMP Selldown II (collectively, the “Global Fund Entities”) are engaged in the venture capital, private equity and leveraged buyout business. The general partner of each of the Global Fund Entities is JPMP Investors, who is also engaged indirectly in the venture capital, private equity and leveraged buyout business as general partner of each of the Global Fund Entities.

The general partner of each of JPMP Master Fund and JPMP Investors is JPMP Capital Corp., who is also engaged directly and indirectly (through affiliates) in the venture capital, private equity and leveraged buyout business. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMP Capital Corp.

JPMP Capital Corp. is a wholly owned subsidiary of JPMorgan Chase & Co., a corporation organized under the laws of Delaware (“JPMorgan Chase”) which is engaged (primarily through subsidiaries) in the investment and commercial banking business with its principal business and principal office located at 270 Park Avenue, New York, NY 10017. Set forth in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of JPMorgan Chase.

During the last five years, none of the JPMP Reporting Persons and, to the knowledge of the JPMP Reporting Persons, none of the partners, members or directors named on Schedule A or Schedule B hereto, has been (1) convicted in a criminal proceeding (excluding traffic violations and other similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

It is anticipated that funding for the Proposal (as defined in Item 4 below) will be in the form of (1) cash contributed to the acquisition vehicle formed by the Investors (as defined in Item 4 below) and (2) debt financing. In addition it is anticipated that a portion of the Class A Common Stock and Class B Common Stock currently held by Joseph Neubauer, Chairman of the Board of Directors and Chief Executive Officer of the Issuer, will be contributed to the acquisition vehicle. Members of the Issuer’s senior management team also may contribute shares of Class A Common Stock or Class B Common Stock to the acquisition vehicle. The description of the Proposal set forth in Item 4 below is incorporated by reference into this Item 3.

SCHEDULE 13D

Page 14 of 23 Pages

The Investors have obtained a “highly confident” letter regarding the debt financing, as described in the Proposal Letter (as defined in Item 4 below). A copy of the “highly confident” letter is filed as Exhibit 7.03 to this Statement, and is incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

On May 1, 2006, the JPMP Reporting Persons delivered a letter (the “Proposal Letter”) to the Board of Directors of the Issuer in which it was proposed that the JPMP Reporting Persons, together with Joseph Neubauer, Chairman and Chief Executive Officer of the Issuer, and other investors that are expected to include funds managed by GS Capital Partners, Thomas H. Lee Partners, and Warburg Pincus LLC (collectively, the “Investors”), would offer to acquire by merger, for a purchase price of $32.00 in cash per share, all of the outstanding shares of the Class A Common Stock and Class B Common Stock, other than any shares held by any of the Investors and members of the Issuer’s senior management team that are to be invested in the transaction (the “Proposal”).

As described in the Proposal Letter, the Investors anticipate that the Issuer will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the “Special Committee”) to consider the Proposal. To facilitate that review, the Investors intend to provide shortly (1) equity and debt commitment letters for all amounts necessary to effect the transaction and (2) a proposed form of merger agreement and other transaction documentation. The Investors noted that they are prepared to move very quickly to finalize the definitive transaction and related documents. No binding obligation on the part of any JPMP Reporting Person, any Investor or the Issuer will arise with respect to the Proposal or any transaction unless and until a definitive merger agreement and other transaction documentation satisfactory to the Investors and recommended by the Special Committee and approved by the Issuer’s Board of Directors is executed and delivered.

The Proposal could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and the causing of a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). One or more of the JPMP Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof.

A copy of the Proposal Letter is filed as Exhibit 7.02 to this Statement, and is incorporated by reference into this Item 4.

SCHEDULE 13D

Page 15 of 23 Pages

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, none of the JPMP Reporting Persons, nor to the knowledge of the JPMP Reporting Persons, any of the persons named on Schedule A or Schedule B hereto, as of the date hereof, beneficially own any shares of Class A Common Stock or Class B Common Stock. As a result of the matters described in Item 4 above, the JPMP Reporting Persons may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act, with Mr. Neubauer, GS Capital Partners, Thomas H. Lee Partners, Warburg Pincus LLC and certain of their affiliates. As a result, the JPMP Reporting Persons may be deemed to beneficially own any shares of Class A Common Stock and Class B Common Stock that may be beneficially owned by such persons. Accordingly, on this basis, the JPMP Reporting Persons might be deemed to beneficially own, in the aggregate, (A)(i) the 23,945,683 shares of Class A Common Stock reported as beneficially owned by Mr. Neubauer on that certain Amendment No. 16 to Schedule 13D filed by Mr. Neubauer with the Securities and Exchange Commission on May 1, 2006 (the “Neubauer 13D/A”) and (ii) the 23,945,683 shares of Class B Common Stock reported as beneficially owned by Mr. Neubauer on the Neubauer 13D/A, which shares constitute the 23,945,683 shares issuable upon conversion of the equal number of shares of Class A Common Stock beneficially owned by Mr. Neubauer and (B) the 2,038,672 shares of Class B Common Stock that the JPMP Reporting Persons have been advised may be deemed to be beneficially owned by Goldman, Sachs & Co. (“Goldman Sachs”) or another wholly owned broker or dealer subsidiary of The Goldman Sachs Group, Inc. (“GS Group”). Except as described above with respect to Mr. Neubauer and Goldman Sachs, the JPMP Reporting Persons do not have actual knowledge of any shares of Class A Common Stock or Class B Common Stock that may be beneficially owned by Mr. Neubauer, GS Capital Partners, Thomas H. Lee Partners, Warburg Pincus LLC and certain of their affiliates, including, without limitation, Goldman Sachs and GS Group. The foregoing summary of the Neubauer 13D/A is qualified in its entirety by reference to such filing.

The percentage of outstanding Class A Common Stock and Class B Common Stock that may be deemed to be beneficially owned by the JPMP Reporting Persons is approximately 41.2% and 17.9%, respectively. The foregoing percentages are based on 58,116,549 shares of Class A Common Stock and 121,287,341 shares of Class B Common Stock outstanding at April 28, 2006, as reported in the Issuer’s Form 10-Q for the fiscal quarter ended March 31, 2006, filed with the Securities and Exchange Commission on May 10, 2006.

Each of the JPMP Reporting Persons hereby disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock that may be beneficially owned by Mr. Neubauer, GS Capital Partners, Thomas H. Lee Partners or Warburg Pincus LLC, and their respective affiliates, including, without limitation, Goldman Sachs and GS Group. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any JPMP Reporting Person or any of its affiliates is the beneficial owner of any shares of Class A Common Stock or Class B Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose or that any JPMP Reporting Person has an obligation to file this Statement.

SCHEDULE 13D

Page 16 of 23 Pages

(b) None of the JPMP Reporting Persons, nor to the knowledge of the JPMP Reporting Persons, any of the persons named on Schedule A or Schedule B hereto, as of the date hereof, has power to vote or to direct the vote or to dispose or direct the disposition of any shares of Class A Common Stock or Class B Common Stock.

(c) Except as disclosed in this Statement, none of the JPMP Reporting Persons, nor to the knowledge of the JPMP Reporting Persons, any of the persons named on Schedule A or Schedule B hereto, has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Class A Common Stock or Class B Common Stock.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The responses to Item 2, Item 3, Item 4 and Item 5 are incorporated herein by reference. Except as set forth in response to other Items of this Statement and the agreements incorporated herein by reference and set forth as exhibits hereto, to the best knowledge of the JPMP Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

EXHIBIT 7.01

Joint Filing Agreement, dated May 11, 2006, among the JPMP Reporting Persons, relating to the filing of a joint statement on Schedule 13D.

EXHIBIT 7.02

Proposal Letter, dated May 1, 2006.

EXHIBIT 7.03

Highly Confident Letter, dated April 30, 2006

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2006

J.P. MORGAN PARTNERS (BHCA), L.P.

By:

JPMP Master Fund Manager, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP MASTER FUND MANAGER, L.P.

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP GLOBAL INVESTORS, L.P.

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP CAPITAL CORP.

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

SCHEDULE A

JPMP CAPITAL CORP.

Executive Officers¹

Chief Executive Officer	William B. Harrison**
President	Jeffrey C. Walker*
Chief Investment Officer	Arnold L. Chavkin*
Managing Director Managing Director	Srinivas Akkaraju* Christopher Albinson*
Managing Director	Dr. Dana Beth Ardi*
Managing Director	Christopher C. Behrens*
Managing Director	John Breckenridge*
Managing Director	Julie Casella-Esposito*
Managing Director	Rodney A. Ferguson*
Managing Director	Michael R. Hannon*
Managing Director	Matthew Lori*
Managing Director	Jonathan R. Lynch*
Managing Director	Sunil Mishra*
Managing Director	Stephen P. Murray*
Managing Director	John Reardon*
Managing Director	Faith Rosenfeld*
Managing Director	Shahan D. Soghikian*
Managing Director	William Stuek*
Managing Director	Timothy J. Walsh*
Managing Director	Richard D. Waters, Jr. *
Managing Director	Damion E. Wicker, M.D.*

Directors¹

William B. Harrison**

Jeffrey C. Walker*

¹	Each of whom is a United States citizen.

*	Principal occupation is employee and/or officer of J.P. Morgan Partners, LLC. Business address is c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New York 10020.

**	Principal occupation is Chairman of the Board of Directors of JPMorgan Chase & Co. Business address is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017.

SCHEDULE B

JPMORGAN CHASE & CO.

Executive Officers¹

President and Chief Executive Officer	James Dimon^*
Chief Information Officer Chief Administrative Officer Co- Chief Executive Officer, Investment Bank	Austin A. Adams^* Frank Bisignano^* Steven D. Black^*
Chief Financial Officer	Michael J. Cavanagh^*
Director of Human Resources	John J. Bradley^*
Chief Investment Officer	Ina R. Drew^*
Co-General Counsel	Joan Guggenheimer^*
Head, Commercial Banking	Samuel Todd Maclin^*
Head, Strategy and Business Development	Jay Mandelbaum^*
Co-General Counsel Chief Executive Officer, Treasury & Securities Services Head, Retail Financial Services Chief Executive Officer, Card Services Global Head, Asset & Wealth Management	William H. McDavid^* Heidi Miller^* Charles W. Scharf^* Richard J. Srednicki^* James E. Staley^*
Chief Risk Officer Co-Chief Executive Officer, Investment Bank	Don M. Wilson III^* William T. Winters^*

Directors¹

Name		Principal Occupation or Employment; Business or Residence Address
Hans W. Becherer		Retired Chairman of the Board and Chief Executive Officer Deere & Company c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
John H. Biggs		Former Chairman and CEO TIAA - CREF c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Lawrence A. Bossidy		Retired Chairman of the Board Honeywell International Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Stephen B. Burke		President Comcast Cable Communications, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
James S. Crown		President Henry Crown and Company c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
James Dimon		President and Chief Executive Officer JPMorgan Chase & Co. 270 Park Avenue, 8^th Floor New York, New York 10017-2070
Ellen V. Futter		President and Trustee American Museum of Natural History c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
William H. Gray, III		Retired President and Chief Executive Officer The College Fund/UNCF c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017

¹ Each of whom is a United States citizen.

Name		Principal Occupation or Employment; Business or Residence Address
William B. Harrison, Jr.		Chairman of the Board JPMorgan Chase & Co. 270 Park Avenue, 8th Floor New York, New York 10017-2070
Laban P. Jackson, Jr.		Chairman and Chief Executive Officer Clear Creek Properties, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Lee R. Raymond		Retired Chief Executive Officer Exxon Mobil Corporation c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
John W. Kessler		Owner John W. Kessler Company c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Robert I. Lipp		Senior Adviser c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
Richard A. Monoogian		Chairman and Chief Executive Officer Masco Corporation c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
David C. Novak		Chairman and Chief Executive Officer Yum! Brands, Inc. c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017
William C. Weldon		Chairman and Chief Executive Officer Johnson & Johnson c/o JPMorgan Chase & Co. 270 Park Avenue New York, New York 10017

EX-7.01 2 v042668_ex7-01.htm Unassociated Document

EXHIBIT 7.01

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT is entered into as of May 11, 2006, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of ARAMARK Corporation, a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended.

J.P. MORGAN PARTNERS (BHCA), L.P.

By:

JPMP Master Fund Manager, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P.

By:

JPMP Global Investors, L.P.,

its general partner

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP MASTER FUND MANAGER, L.P.

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP GLOBAL INVESTORS, L.P.

By:

JPMP Capital Corp.,

its general partner

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

JPMP CAPITAL CORP.

By:

/s/ Jeffrey C. Walker

Name: Jeffrey C. Walker

Title: President

EX-7.02 3 v042668_ex7-02.htm Unassociated Document

EXHIBIT 7.02

May 1, 2006

ARAMARK Corporation

Board of Directors

ARAMARK Tower

1101 Market Street

Philadelphia, Pennsylvania 19107

Ladies and Gentlemen:

I am, together with funds managed by GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (the “Sponsors”), pleased to propose to acquire by merger, for a purchase price of $32.00 in cash per share, all of the outstanding shares of Class A Common Stock and Class B Common Stock of ARAMARK Corporation (the “Company”). Our proposal would provide a substantial premium for all of the Company’s public stockholders.

I would participate by making a significant investment in the transaction and I expect that we would provide members of the Company’s senior management team with the opportunity to participate in the transaction as well. I would continue as chairman and CEO following the transaction, and would expect that our senior leadership team would continue to lead the Company into the future with me.

The transaction would be financed through a combination of (1) equity from investment funds managed by the four Sponsors and equity investments by myself and members of our senior management team, and (2) approximately $6.25 billion of debt financing to be arranged by Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities, Inc. We have received a “highly confident” letter from these institutions stating that they are highly confident of raising the approximately $6.25 billion of debt financing necessary to complete the transaction. A copy of this letter is enclosed for your interest.

We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the “Special Committee”) to consider our proposal. To facilitate that review, we intend to provide shortly (1) equity and debt commitment letters for all amounts necessary to effect the transaction and (2) a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents.

Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to the proposal or any transaction unless and until a definitive merger agreement satisfactory to us and recommended by the Special Committee and approved by the Board of Directors is executed and delivered.

We look forward to discussing our proposal with you further in the near future.

Very truly yours,

/s/ Joseph Neubauer

Joseph Neubauer

GS Capital Partners

By:

/s/ Sanjeev K. Mehra

Name: Sanjeev K. Mehra

Title: Managing Director

J.P. Morgan Partners, LLC

By:

/s/ Stephen P. Murray

Name: Stephen P. Murray

Title: Managing Director

Thomas H. Lee Partners, L.P.

By:

/s/ Todd M. Abbrecht

Name: Todd M. Abbrecht

Title: Managing Director

Warburg Pincus LLC

By:

/s/ Kewsong Lee

Name: Kewsong Lee

Title: Managing Director

EX-7.03 4 v042668_ex7-03.htm Unassociated Document

EXHIBIT 7.03

Goldman, Sachs & Co.

Goldman Sachs Credit Partners L.P.

85 Broad Street

New York, New York 10004

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017

April 30, 2006

PERSONAL AND CONFIDENTIAL

Joseph Neubauer

c/o ARAMARK Corporation

Board of Directors

ARAMARK Tower

1101 Market Street

Philadelphia, Pennsylvania 19107

GS Capital Partners V Fund, L.P.

85 Broad Street

New York, New York 10004

J.P. Morgan Partners, LLC

1221 Avenue of the Americas

New York, New York 10020

Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

Warburg Pincus Private Equity IX, L.P.

466 Lexington Avenue

New York, NY 10017

Ladies and Gentlemen:

You have advised Goldman, Sachs & Co. (“Goldman Sachs”), Goldman Sachs Credit Partners L.P. (“GSCP”) and J.P. Morgan Securities Inc. (“JPMorgan” and together with Goldman Sachs and GSCP, “we” or “us”) that GS Capital Partners V Fund, L.P., J.P. Morgan Partners, LLC, Thomas H. Lee Partners, L.P. and Warburg Pincus Private Equity IX, L.P. (together, the “Sponsors”) and Joseph Neubauer are submitting a proposal to acquire (the “Acquisition”) all of the outstanding capital stock of ARAMARK Corporation (the “Acquired Business”). You have advised us that the Acquisition will be financed from a combination of equity contributed by the Sponsors in cash and the rollover and/or purchase of equity by Joseph Neubauer and certain other members of management of the Acquired Business (the “Equity Contribution”) and funded indebtedness of approximately $6.25 billion to be incurred by the Acquired Business (1) through the sale or placement of senior and/or subordinated debt securities (the “Securities”) or, in the event market conditions do not permit the issuance of the Securities at the closing of the Acquisition, interim financing in lieu thereof (the “Bridge Facility”) and/or (2) under a senior credit facility (the “Credit Facility”) and/or (3) an accounts receivable securitization facility (the “A/R Facility”) and/or (4) the assumption of existing indebtedness of the Acquired Business (“Existing Indebtedness”). You have consulted with Goldman Sachs and GSCP, respectively, and JPMorgan concerning the sale of the Securities and the structuring and syndication of the Credit Facility, the Bridge Facility and the A/R Facility.

Based on the information that you have provided to us to date and publicly available information, our analysis of the current market for loans and securities issued by entities engaged in similar industries and for transactions of this type and subject to the foregoing and such other matters as we consider relevant, we are pleased to inform you that, as of the date hereof, we are highly confident that the sale and placement of the Securities and the structuring and syndication of the Credit Facility, the Bridge Facility and the A/R Facility can be accomplished by Goldman Sachs and GSCP, respectively, and JPMorgan as part of the financing for the Acquisition as described above. We are pleased to confirm that we have received approval from our respective credit committees to deliver this letter to you.

Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly, this letter is not a commitment to place or purchase the Securities or to place, purchase or provide any loans under the Credit Facility or the Bridge Facility or provide any advances under the A/R Facility, and there can be no assurance that the sale and placement of the Securities and/or the structuring and syndication of the Credit Facility, the Bridge Facility or the A/R Facility will in fact be accomplished. The provision of any such commitment would be subject to satisfactory completion of due diligence, satisfactory structure and documentation for the Acquisition and the financing and any such commitment, if issued by us, would be subject to satisfaction of conditions that are customary for these types of financings of acquisitions of public companies with you or your affiliates. In connection with this letter, we have relied without independent verification upon the accuracy and completeness of all of the financial, accounting, tax and other information reviewed by us for purposes of this letter.

In addition, please note that Goldman Sachs, GSCP and JPMorgan do not provide, and nothing herein shall be construed to be, accounting, tax or legal advice.

Very truly yours,

/s/ Goldman, Sachs & Co.

(Goldman, Sachs & Co.)

Goldman Sachs Credit Partners L.P.

By: /s/W. Archer

Authorized Signatory

J.P. Morgan Securities Inc.

By: /s/ B.J. Lillis

Name:

Title:

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