-----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, KnER20liSLQmW6hwT8yBKVTQRmPToerXiAS2zGWAxUutwdEA67CYTE8yLmV8izXv eTlY3iXAVs8HFZyWPMklsA== 0001193125-05-003901.txt : 20050110 0001193125-05-003901.hdr.sgml : 20050110 20050110163542 ACCESSION NUMBER: 0001193125-05-003901 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050110 DATE AS OF CHANGE: 20050110 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16807 FILM NUMBER: 05521293 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 8-K 1 d8k.htm ARAMARK CORP--FORM 8-K Aramark Corp--Form 8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 4, 2005

 


 

ARAMARK CORPORATION

(Exact name of registrant as specified in charter)

 


 

Delaware   001-16807   23-3086414

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1101 Market Street

Philadelphia, Pennsylvania

  19107
(Address of Principal Executive Offices)   Zip Code

 

Registrant’s telephone, including area code: 215-238-3000

 

N/A

(Former name and former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On January 4, 2005, ARAMARK Corporation (the “Company”) increased the maximum amount that it may borrow under its multiple currency revolving credit facility (as amended, the “European Credit Facility”) from GBP 150 million to GBP 175 million. In addition, on January 4, 2005 the Company executed an amendment to the European Credit Facility providing that payment obligations of a borrower under any derivative agreement between such borrower and any lender under the European Credit Facility will be guaranteed by the Company and certain of its subsidiaries. The borrowers under the European Credit Facility are certain foreign subsidiaries of the Company. The terms of the amendment agreement attached as Exhibit 10.1 to this Form 8-K are incorporated herein in their entirety.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (C) Exhibits

 

Exhibit No.

 

Description


10.1   Amendment Agreement executed by the Company on, and effective as of, January 4, 2005 relating to the GBP 150 million credit agreement dated June 21, 2004 (as amended by an amendment agreement dated September 21, 2004) between (among others) ARAMARK Corporation and Barclays Bank PLC as facility agent.


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ARAMARK CORPORATION

Date: January 10, 2005

  By:  

/s/ L. FREDERICK SUTHERLAND


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


EXHIBIT INDEX

 

Exhibit No.

 

Description


10.1   Amendment Agreement executed by the Company on, and effective as of, January 4, 2005 relating to the GBP 150 million credit agreement dated June 21, 2004 (as amended by an amendment agreement dated September 21, 2004) between (among others) ARAMARK Corporation and Barclays Bank PLC as facility agent.
EX-10.1 2 dex101.htm AMENDMENT AGREEMENT Amendment Agreement

Exhibit 10.1

 

BARCLAYS CAPITAL

 

5 The North Colonnade

Canary Wharf

London E14 4BB

United Kingdom

 

Tel +44 (0)20 7623 2323

 

To: ARAMARK IRELAND HOLDINGS LIMITED (the Company)

c/o Christopher S. Holland

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

USA

 

14 December, 2004

 

Dear Sirs,

 

£150,000,000 credit agreement dated 21st June, 2004 (and as amended by an amendment agreement dated 21 September 2004) (the “Agreement”) between (among others) the Company and Barclays Bank PLC as facility agent (the “Facility Agent”)

 

1. Background

 

(a) This letter is supplemental to and amends the Agreement.

 

(b) Pursuant to clause 29 (Amendments and waivers) of the Agreement, the Majority Lenders have consented to the amendments to the Agreement contemplated by this letter. Accordingly, we are authorised to execute this letter on behalf of the Finance Parties.

 

2. Interpretation

 

(a) Capitalised terms defined in the Agreement have the same meaning when used in this letter, except as otherwise defined in this letter.

 

(b) The provisions of clause 1.2 (Construction) of the Agreement apply to this letter as though they were set out in full in this letter except that references to the Agreement in clause 1.2 (Construction) are to be construed as references to this letter.

 

(c) Effective Date means the date on which the Facility Agent receives a copy of this letter countersigned on behalf of the Company or such other date as the Company and the Facility Agent agree (both acting reasonably).

 

3. Amendments

 

The Agreement will be amended from the Effective Date as follows:

 

(a) The following definitions shall be added to Clause 1.1 (Definitions):

 

“Derivatives Agreement” means any agreement evidencing Lender Derivatives Obligations.

 

Barclays Capital - the Investment banking division of Barclays Bank PLC. Registered in England 1026167.

 

1


“Lender Derivatives Obligations” means any Derivatives Obligations of any Borrower owing to any Person that was a Lender or an Affiliate of a Lender on the trade date for any such Derivatives Obligations or any assignee of such Person.

 

(b) The following words shall be inserted at the end of paragraph (a) in Clause 18.1 (Guarantee and indemnity) after the words “Finance Documents”:

 

“and guarantees to the Lenders punctual payment of any Lender Derivatives Obligations”;

 

(c) The following words shall be inserted in paragraph (b) in Clause 18.1 (Guarantee and indemnity) after the words “Finance Document”:

 

“or any Derivatives Agreement”;

 

(d) The following words shall be inserted in Clause 18.2 (Continuing guarantee) after the word “Documents”:

 

“and any Derivatives Agreement”;

 

(e) The following words shall be inserted in paragraph (f) in Clause 18.4 (Waiver of defenses) after the words “Finance Document”:

 

“or any Derivatives Agreement”;

 

(f) The following words shall be inserted in paragraph (g) in Clause 18.4 (Waiver of defenses) after the words “Finance Document”:

 

“or any Derivatives Agreement”;

 

(g) The following words shall be inserted in Clause 18.6 (Appropriations) after the words “Finance Documents”:

 

“or any Derivatives Agreement”;

 

(h) The following words shall be inserted in paragraph (a) in Clause 18.7 (Non-competition) after the words “Finance Documents”:

 

“or any Derivatives Agreement”;

 

(i) The following words shall be inserted in paragraph (a) in Clause 18.8 (Release of Guarantors’ right of contribution) after the words “Finance Documents”:

 

“or any Derivatives Agreement”;

 

(j) The following words shall be inserted at the end of sub-paragraph (i) of paragraph (a) in Clause 18.11 (Consideration and enforceability with respect to the U.S. Guarantors) after the word “Agreement”:

 

“and as a result of any transactions contemplated by any Derivatives Agreements”;

 

2


(k) The following words shall be inserted in sub-paragraph (ii) of paragraph (a) in Clause 18.11 (Consideration and enforceability with respect to the U.S. Guarantors) after the words “Finance Documents”:

 

“and any Derivatives Agreements”;

 

4. Representations

 

The Company confirms to each Finance Party that on the date of this letter and on the Effective Date the Repeating Representations:

 

  (a) are true; and

 

  (b) would also be true if references to the Agreement are construed as references to the Agreement as amended by this letter.

 

Each Repeating Representation is applied to the circumstances existing at the time the Repeating Representation is made.

 

5. Miscellaneous

 

(a) This letter is a Finance Document.

 

(b) Subject to the terms of this letter, the Agreement will remain in full force and effect and the Agreement and this letter will be read and construed as one document.

 

6. Governing law

 

This letter is governed by English law.

 

/s/ Ola Busari


   

For

BARCLAYS BANK PLC

as Facility Agent for itself and on behalf of the Majority Lenders

We agree with the terms of this letter.

/s/ Christopher Holland


  /s/ January 4, 2004

For

   

ARAMARK IRELAND HOLDINGS LIMITED

as the Company for itself and on behalf of the Obligors

 

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