BORROWINGS:

Long-term borrowings at September 28, 2012 and September 30, 2011 are summarized in the following table (in thousands):



	September 28, 2012			September 30, 2011
Senior secured revolving credit facility	$	—		$	—
Senior secured term loan facility (un-extended)	650,913			1,886,848
Senior secured term loan facility (extended)	2,637,920			1,407,440
8.50% senior notes, due February 2015	1,280,000			1,280,000
Senior floating rate notes, due February 2015	500,000			500,000
5.00% senior notes, due June 2012	—			246,287
Receivables Facility, due January 2015	263,800			225,905
Capital leases	49,584			45,696
Other	31,064			45,502
	5,413,281			5,637,678
Less—current portion	(37,462		)	(49,064		)
	$	5,375,819		$	5,588,614

In connection with the completion of the Transaction on January 26, 2007, the Company (i) entered into a $4.15 billion senior secured term loan facility with an original maturity date of January 26, 2014, (ii) issued $1.28 billion of 8.50% senior notes due 2015 (the "fixed rate notes") and $500 million of senior floating rate notes due 2015 (the "floating rate notes"), (iii) entered into a $600 million senior secured revolving credit facility with an original six-year maturity, and (iv) entered into a synthetic letter of credit facility for up to $250 million (which was reduced to $200 million in January 2008).

On March 26, 2010, the Company amended and restated its senior secured credit agreement (the “Restated Credit Agreement”). Among other things, the Restated Credit Agreement: (i) extended the maturity date of $1,407.4 million of the Company’s U.S. denominated term loan and $92.6 million of the letter of credit deposits securing the Company’s synthetic letter of credit facility to July 26, 2016, (ii) permited future extensions and refinancings of the maturity date of the Company’s term loans, letter of credit deposits and revolving credit commitments under the Restated Credit Agreement, (iii) established a sub-limit of $250 million for letters of credit under the Restated Credit Agreement’s revolving credit facility, and (iv) permited the Company to refinance term loans in the future with the proceeds of unsecured or secured notes issued by the Company; provided that any such secured notes are subject to a customary first- or second-lien intercreditor agreement, as applicable. The Restated Credit Agreement increased the applicable margin with respect to the extended term loans to 3.25% for Eurocurrency borrowings and to 2.25% with respect to extended term loan base-rate borrowings. The Restated Credit Agreement also increased the applicable margin with respect to the extended letter of credit facility fees to 3.25%. Consenting lenders received a one-time amendment fee of approximately $1.9 million in the aggregate on their total loan commitments. During fiscal 2010, approximately $8.5 million of third-party costs directly attributable to the amendment were expensed and are included in “Interest and Other Financing Costs, net” in the Consolidated Statements of Income. Approximately $7.5 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.

On February 29, 2012, the Company entered into Amendment Agreement No. 2 to the Restated Credit Agreement (the "Amendment Agreement No. 2"). The Amendment Agreement No. 2 extended the maturity date of an aggregate U.S. dollar equivalent of approximately $1,231.6 million of the Company’s term loans and $66.7 million of letter of credit deposits securing the Company’s synthetic letter of credit facility to July 26, 2016.

The term loans extended include (i) $858.1 million of U.S. dollar denominated term loans borrowed by the Company; (ii) ¥5,150.9 million of yen denominated term loans borrowed by the Company; (iii) $75.4 million of U.S. dollar denominated term loans borrowed by a Canadian subsidiary of the Company; (iv) €30.4 million of Euro denominated term loans borrowed by an Irish subsidiary of the Company; (v) £82.3 million of sterling denominated term loans borrowed by a U.K. subsidiary of the Company; and (vi) €46.1 million of Euro denominated term loans borrowed by German subsidiaries of the Company. From and after the effective date of the Amendment Agreement No. 2, (A) the Eurocurrency rate margin and letter of credit fees with respect to the extended U.S. dollar denominated and Euro denominated term loans and letter of credit deposits increased 1.375% to 3.25%, (B) the margin on extended U.S. dollar denominated base-rate term loans increased 1.375% to 2.25% and (C) the margins on extended yen denominated term loans and sterling denominated term loans increased 1.375% to 3.375%. Consenting lenders received a one-time amendment fee of approximately $3.2 million in the aggregate on their total loan commitments. During fiscal 2012, approximately $7.5 million of third-party costs directly attributable to the amendment were expensed and are included in “Interest and Other Financing Costs, net” in the Consolidated Statements of Income. Approximately $4.5 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.

On April 18, 2011, the Company entered into an Amendment Agreement to the Restated Credit Agreement (the “Amendment Agreement”) that extended, from January 2013 to January 2015, the maturity of, and increased, from $435 million to $500 million, the U.S. dollar denominated portion of its existing revolving credit facility. The other revolving credit facilities available to the Company under its existing senior secured credit agreement, which total $165 million and are available in both U.S. dollars and other foreign currencies, were not extended and remain unchanged. Any commitments from existing lenders in the U.S. dollar facility that were not extended have been terminated, which resulted in a write-off of deferred financing fees of $2.1 million in fiscal 2011. Existing lenders that extended the U.S. dollar denominated portion of their existing revolving credit facility include entities affiliated with GS Capital Partners and J.P. Morgan Partners. As a result of the extension, the Company’s aggregate revolver capacity under the senior secured credit agreement will be $665 million through January 2013 and $500 million from January 2013 through the January 2015 extended maturity date. From and after the effective date of the Amendment Agreement, borrowings under the new U.S. revolving facility have an applicable margin of 3.25% for Eurocurrency rate borrowings and 2.25% for base-rate borrowings. The new U.S. revolving facility has an unused commitment fee of 0.50% per annum. The maturity date of the U.S. revolving facility will accelerate from January 26, 2015 to October 26, 2013 if un-extended term loans in excess of $250 million remain outstanding on October 26, 2013. The un-extended term loans are due on January 26, 2014. All other terms are substantially similar to the terms of the existing revolving credit facilities. Commitment fees and third party costs directly attributable to the amendment were approximately $7.2 million in fiscal 2011, of which approximately $3.9 million were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners.

The Restated Credit Agreement, Amendment Agreement and Amendment Agreement No. 2 provide that if any of the Company's fixed rate notes or floating rate notes are outstanding on October 31, 2014, the maturity date of the term loans, letter of credit deposits and U.S. revolving facility shall be October 31, 2014. The Company’s fixed rate notes and floating rate notes mature on February 1, 2015. The maturity date, interest margins and letter of credit fees for loans and letters of credits deposits that were not extended remain unchanged.

During the third quarter of fiscal 2011, the Company borrowed $132.7 million under the extended U.S. dollar revolving credit facility to pay dividends to the Parent Company through ARAMARK Intermediate Holdco Corporation (see Note 18).

As of September 28, 2012, there was approximately $649.0 million available for borrowing on the credit facility.

Senior Secured Credit Facilities

The senior secured revolving credit facility consists of the following subfacilities:


•	A revolving credit facility available for loans in U.S. dollars to the Company with aggregate commitments of $500 million;


•	A revolving credit facility available for loans in sterling or U.S. dollars to the Company or a U.K. subsidiary with aggregate commitments of $40 million;


•	A revolving credit facility available for loans in Euros or U.S. dollars to the Company or an Irish subsidiary with aggregate commitments of $20 million;


•	A revolving credit facility available for loans in Euros or U.S. dollars to the Company or German subsidiaries with aggregate commitments of $30 million; and


•	A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Company or a Canadian subsidiary with aggregate commitments of $75 million.

The senior secured term loan facility consists of the following subfacilities as of September 28, 2012:


•	A U.S. dollar denominated term loan to the Company in the amount of $3,547 million ($475.6 million (un-extended) and $2,265.5 million (extended));


•	A yen denominated term loan to the Company in the amount of ¥5,422 million (¥5,110.3 million (extended));


•	A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $170 million ($85.2 million (un-extended) and $75.5 million (extended));


•	A Euro denominated term loan to an Irish subsidiary in an amount of €44 million (€11.1 million (un-extended) and €30.4 million (extended));


•	A sterling denominated term loan to a U.K. subsidiary in an amount of £122 million (£32.7 million (un-extended) and £82.3 million (extended)); and


•	A Euro denominated term loan to German subsidiaries in the amount of €70 million (€17.9 million (un-extended) and €46.1 million (extended)).

The senior secured credit facilities provide that the Company has the right at any time to request up to $750 million of incremental commitments in the aggregate under one or more incremental term loan facilities and/or synthetic letter of credit facilities and/or revolving credit facilities and/or by increasing commitments under the revolving credit facility. The Company’s ability to obtain extensions of credit under these incremental facilities or commitments will be subject to the same conditions as extensions of credit under the existing credit facilities. However, the lenders under these facilities will not be under any obligation to provide any such incremental facilities or commitments, and any such addition of or increase in facilities or commitments will be subject to pro forma compliance with an incurrence-based financial covenant and customary conditions precedent.

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs, (b) with respect to borrowings denominated in U.S. dollars, a base rate determined by reference to the higher of (1) the prime rate of the administrative agent, and (2) the federal funds rate plus 0.50% or (c) with respect to borrowings denominated in Canadian dollars, (1) a base rate determined by reference to the prime rate of Canadian banks or (2) a BA (bankers’ acceptance) rate determined by reference to the rate offered for bankers’ acceptances in Canadian dollars for the interest period relevant to such borrowing.

The applicable margin spread for borrowings under the un-extended revolving credit facility are 1.25% to 2.00% (as of September 28, 2012—1.75%) with respect to Eurocurrency borrowings and 0.25% to 1.00% (as of September 28, 2012—0.75%) with respect to base-rate borrowings.

The applicable margin spreads under the un-extended U.S. dollar term loan and Euro term loan facilities and the synthetic letter of credit facilities are 1.875% to 2.125% (as of September 28, 2012—1.875%) with respect to Eurocurrency borrowings and 0.875% to 1.125% (as of September 28, 2012—0.875%) with respect to base-rate borrowings. The applicable margin spreads under the un-extended sterling term loan facilities are 2.00% to 2.125% (as of September 28, 2012—2.00%).

In addition to paying interest on outstanding principal under the senior secured credit facilities, the Company is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.375% to 0.50% per annum (as of September 28, 2012—0.50%).

The actual spreads within all ranges referred to above are based on a ratio of Consolidated Secured Debt to EBITDA, each as defined in the senior secured credit agreement.

All obligations under the senior secured credit facilities are secured by a security interest in substantially all assets of the Company and its U.S. subsidiaries.

The senior secured credit facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of the Company’s Excess Cash Flow if the Consolidated Capital Leverage Ratio is above 5.25x or 25% of the Company’s Excess Cash Flow if the Consolidated Capital Leverage Ratio falls between 5.25x and 4.50x (as defined in the senior secured credit agreement) (the actual ratio at September 28, 2012 was 4.70x), (ii) 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights, and (iii) 100% of the net cash proceeds of any incurrence of debt, including debt incurred by any business securitization subsidiary in respect of any business securitization facility, but excluding proceeds from the Company’s receivables facilities and other debt permitted under the senior secured credit agreement. Any mandatory prepayments would be applied to the term loan facilities as directed by the Company. Generally, the Company is permitted to voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.

The Company is required to repay the senior secured term loan facilities in quarterly principal amounts of 0.25% of the funded total principal amount, with the remaining amount payable on January 26, 2014 (un-extended) and July 26, 2016 (extended). In June 2010 and September 2010, the Company made optional prepayments of outstanding un-extended U.S. dollar term loan of $150.0 million and $150.0 million, respectively. All required quarterly principal amounts of the U.S. dollar term loan have been prepaid through its maturities in January 2014 (un-extended).

Principal amounts outstanding under the synthetic letter of credit facility are due and payable in full at maturity, January 26, 2014 (un-extended) and July 26, 2016 (extended), on which day the commitments thereunder will terminate.

The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase its capital stock; make investments, loans or advances; repay or repurchase any notes, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the Company’s outstanding notes (or any indebtedness that refinances the notes); and fundamentally change the Company’s business. In addition, the senior secured revolving credit facility requires the Company to maintain a maximum senior secured leverage ratio and imposes limitations on capital expenditures. The senior secured credit agreement also contains certain customary affirmative covenants, such as financial and other reporting, and certain events of default. At September 28, 2012, the Company was in compliance with all of these covenants.

The senior secured credit agreement requires the Company to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Adjusted EBITDA, of 5.875x, being reduced over time to 4.25x by the end of 2013 (as of September 28, 2012—4.50x). Consolidated total indebtedness secured by a lien is defined in the senior secured credit agreement as total indebtedness outstanding under the senior secured credit agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien and $75 million. Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if the Company’s revolving credit facility lenders failed to waive any such default, would also constitute a default under the indenture. The actual ratio at September 28, 2012 was 3.11x.

The senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for the Company to incur additional indebtedness and to make certain restricted payments. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit agreement. If the Company does not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, it could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the senior secured credit agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and the Company’s estimated share of interest expense from one equity method investee. The actual ratio was 2.97x for the twelve months ended September 28, 2012.

8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015

The floating rate notes bear interest equal to three-month LIBOR (as defined in the indenture) plus a spread of 3.50%.

The fixed rate notes and floating rate notes are senior unsecured obligations of the Company.

The Company may redeem some or all of the fixed rate notes at any time on or after February 1, 2011 and some or all of the floating rate notes at any time, in each case at varying redemption prices that are stated in the indenture and generally include premiums.

If the Company experiences specific kinds of “changes in control,” it will be required to make an offer to purchase the fixed rate notes and floating rate notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If the Company sells assets under certain circumstances, it will be required to make an offer to purchase the fixed rate notes and floating rate notes at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.

The indenture governing the fixed rate notes and the floating rate notes restricts the Company’s ability to, among other things, incur additional indebtedness, pay dividends and make certain other distributions, investments and other restricted payments. As of September 28, 2012, the Company was in compliance with the covenants of the indenture.

5.00% Senior Notes due 2012

The Company’s 5.00% senior notes, contractually due in June 2012, were paid in full during fiscal 2012.

At September 28, 2012, annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter (presumes repayment of the fixed rate notes and the floating rate notes by October 31, 2014 and the extended $2.6 billion U.S. and non-U.S. denominated term loan on July 26, 2016) are as follows (in thousands):



2013	$	37,462
2014	$	682,846
2015	$	2,081,714
2016	$	2,600,283
2017	$	4,679
Thereafter	$	6,297

The components of interest and other financing costs, net, are summarized as follows (in thousands):



	Fiscal Year Ended			Fiscal Year Ended			Fiscal Year Ended
	September 28, 2012			September 30, 2011			October 1, 2010
Interest expense	$	404,033		$	442,392		$	449,002
Interest income	(5,477		)	(18,653		)	(7,318		)
Other financing costs	3,201			2,523			2,826
Total	$	401,757		$	426,262		$	444,510