-----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, B5KE5qMzV5DshBlqE+byioHtEMVpHihPQYRBnqXKnWrQM7z6bCIy2x3DRPjyef+v dpTFLOxOw7+cw9F3cOXA3Q== 0001193125-06-248671.txt : 20061207 0001193125-06-248671.hdr.sgml : 20061207 20061207164226 ACCESSION NUMBER: 0001193125-06-248671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061207 DATE AS OF CHANGE: 20061207 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: 061263093 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 CORPORATION--FORM 8-K Aramark Corporation--Form 8-K

UNITED STATES

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): December 1, 2006

 


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 number, including area code: (215) 238-3000

Not applicable

(Former name or 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 December 1, 2006, ARAMARK Corporation (the “Company”) amended its existing U.S. and Canadian Credit Agreement dated March 31, 2004 (the “Credit Agreement”), as amended from time to time through the date hereof, to increase the total U.S. dollar credit capacity of its facility thereunder (the “U.S. Credit Facility”) from $800 million to $950 million. The material terms of the Credit Agreement are described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2006. The original Credit Agreement was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended April 2, 2004.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On December 1, 2006, the Company drew upon an aggregate of approximately $200 million of its excess capacity under the U.S. Credit Facility. The proceeds from this borrowing were used to pay off the Company’s 7.1% notes that matured on December 1, 2006 and to finance a recent acquisition.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit 10.1   Amendment dated as of December 1, 2006 to 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. (as borrowers), ARAMARK Corporation (as parent guarantor), the Lenders party thereto, JPMorgan Chase Bank, N.A. (as general administrative agent) and JPMorgan Chase Bank, N.A., Toronto Branch (as Canadian Administrative Agent).


SIGNATURES

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
By:  

/s/ L. FREDERICK SUTHERLAND

Name:   L. Frederick Sutherland
Title:  

Executive Vice President and

Chief Financial Officer

Date: December 7, 2006


EXHIBIT INDEX

 

Exhibit 10.1   Amendment dated as of December 1, 2006 to 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. (as borrowers), ARAMARK Corporation (as parent guarantor), the Lenders party thereto, JPMorgan Chase Bank, N.A. (as general administrative agent) and JPMorgan Chase Bank, N.A., Toronto Branch (as Canadian Administrative Agent).
EX-10.1 2 dex101.htm AMENDMENT DATED AS OF DECEMBER 1, 2006 TO THE CREDIT AGREEMENT Amendment dated as of December 1, 2006 to the Credit Agreement

Exhibit 10.1

AGREEMENT TO INCREASE COMMITMENTS

December 1, 2006

Pursuant to Section 4.18 of the Credit Agreement dated as of March 31, 2004 among ARAMARK Services, Inc., ARAMARK Uniform & Career Apparel Group, Inc., and ARAMARK Canada Ltd., as Borrowers, ARAMARK Corporation, as Parent Guarantor, the Lenders party thereto, JPMorgan Chase Bank, N.A., as General Administrative Agent, JPMorgan Chase Bank, Toronto Branch, as Canadian Administrative Agent and the Syndication Agents party thereto (as amended, the “Credit Agreement”), the undersigned U.S. Lenders hereby agree to increase their U.S. Commitments as set forth on the Commitment Increase schedule attached hereto, effective as of the date hereof.

Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

As required by Section 4.18 of the Credit Agreement, each Obligor by its signature below represents that (i) immediately before and after the foregoing increase, no Default has occurred and is continuing and (ii) the representations and warranties of the Obligors contained in the Financing Documents are true in all material respects on and as of the date hereof.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized officers as of the day and year first above written.

 

JPMORGAN CHASE BANK, N.A., as

General Administrative Agent and

U.S. Lender

By:  

/s/ Barbara. N March

Name:   Barbara N. March
Title:  


BANK OF AMERICA, N.A.
By:  

/s/ Irene Bertozzi Bartenstein

Name:   Irene Bertozzi Bartenstein
Title:   Principal


CITIBANK, N.A.
By:  

/s/ John McQuiston

Name:   John McQuiston
Title:   Vice President & Director


SUMITOMO MITSUI BANKING

CORPORATION

By:  

/s/ Shigeru Tsuru

Name:   Shigeru Tsuru
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:   Senior Vice President


COOPERATIEVE CENTRALE

        RAIFFEISEN-BOERENLEENBANK

        B.A. “RABOBANK INTERNATIONAL”,

        NEW YORK BRANCH

By:  

/s/ Adriaan Weststrate

Name:   Adriaan Weststrate
Title:   Managing Director
By:  

/s/ Rebecca Morrow

Name:   Rebecca Morrow
Title:   Executive Director


BANK OF TOKYO-MITSUBISHI UFJ

        TRUST COMPANY

By:  

/s/ Nobuo Harima

Name:   Nobuo Harima
Title:   Vice President


BARCLAYS BANK PLC
By:  

/s/ Nicholas Bell

Name:   Nicholas Bell
Title:   Director


NATIONAL CITY BANK
By:  

/s/ Eleanor Orlando

Name:   Eleanor Orlando
Title:   Corporate Banking Officer


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/ Frederic 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/ Frances W. Josephic

Name:   Frances W. Josephic
Title:   Vice President


WILLIAM STREET CREDIT

        CORPORATION

By:  

/s/ Mark Walton

Name:   Mark Walton
Title:   Assistant Vice President


Accepted and Agreed:

 

ARAMARK SERVICES, INC.
By:  

/s/ Christopher S. Holland

Name:   Christopher S. Holland
Title:   President and Treasurer

 

ARAMARK UNIFORM & CAREER

      APPAREL GROUP, INC.

By:  

/s/ Christopher S. Holland

Name:   Christopher Holland
Title:   Treasurer

 

ARAMARK CANADA LTD.
By:  

/s/ L. Frederick Sutherland

Name:   L. Frederick Sutherland
Title:   President
ARAMARK CORPORATION.
By:  

/s/ L. Frederick Sutherland

Name:   L. Frederick Sutherland
Title:   Executive Vice President


COMMITMENT INCREASE SCHEDULE

 

U.S. Lender

   Increase in U.S.
Commitment

JPMorgan Chase Bank, N.A.

   $ 16,000,000

Cooperative Centrale Raiffeisen- Boerenleenbank B.A. “Rabobank International”, New York Branch

   $ 15,250,000

Bank of America, N.A.

   $ 14,062,500

Citibank, N.A.

   $ 14,062,500

Sumitomo Mitsui Banking Corporation

   $ 14,062,500

Wachovia Bank, N.A.

   $ 14,062,500

Bank of Tokyo-Mitsubishi UFJ Trust Company

   $ 10,000,000

Calyon New York Branch

   $ 9,375,000

PNC Bank, National Association

   $ 9,375,000

Barclays Bank PLC

   $ 5,625,000

Comerica Bank

   $ 3,750,000

Deutsche Bank AG New York Branch

   $ 3,750,000

KBC Bank N.V.

   $ 3,750,000

Mellon Bank, N.A.

   $ 3,750,000

National City Bank

   $ 3,750,000

The Bank of Nova Scotia

   $ 3,750,000

U.S. Bank N.A.

   $ 3,750,000

William Street Credit Corporation

   $ 1,875,000

Total

   $ 150,000,000

Signature Page to ARAMARK Credit Agreement

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