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Finance

Financial Markets

Aramark

04/09/2021 | Press release | Distributed by Public on 04/09/2021 15:11

Current Report (SEC Filing - 8-K)

Document

Execution Version

AMENDMENT NO. 11 (this 'Amendment'), dated as of April 6, 2021, among ARAMARK Services, Inc., a Delaware corporation (the 'Company' or the 'U.S. Borrower'), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware corporation ('Holdings'), each of the other Borrowers (as defined in the Existing Credit Agreement (as defined below)), each Subsidiary Guarantor, each of the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities, the 'Agent') to the Credit Agreement, dated as of March 28, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the Amendment No. 11 Effective Date (as defined below), the 'Existing Credit Agreement'), among the Borrowers, Holdings, the Subsidiary Guarantors (as defined therein) from time to time party thereto, the Agent and the other parties thereto from time to time. The Existing Credit Agreement as amended hereby is referred to as the 'Amended Credit Agreement.' Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement.

WHEREAS, (i) the Borrowers desire to amend the Existing Credit Agreement to provide for the establishment of Replacement Revolving Commitments and New Revolving Commitments in an aggregate principal amount of $1,153,105,142.85 (the '2021 Tranche Revolving Commitments') pursuant to Section 2.19 of the Existing Credit Agreement, (ii) the U.S. Borrower desires to amend the Existing Credit Agreement to incur Dollar denominated New Term Loans which shall constitute Refinancing Term Loans in the form of U.S. Term B-5 Loans in an aggregate principal amount of $833,040,625 (the 'U.S. Term B-5 Loans'), pursuant to Section 2.19 of the Existing Credit Agreement, to refinance the existing U.S. Term B-2 Loans (the 'Existing U.S. Term B-2 Loans'), (iii) the Canadian Borrower desires to amend the Existing Credit Agreement to incur Canadian Dollar denominated New Term Loans which shall constitute Extended Term Loans in the form of Canadian Term A-3 Loans in an aggregate principal amount of C$276,881,192.29 (the 'Canadian Term A-3 Loans') to extend the existing Canadian Term A-2 Loans, (iv) the U.K. Borrower desires to amend the Existing Credit Agreement to incur Euro denominated New Term Loans which shall constitute Extended Term Loans in the form of Euro Term A-2 Loans in an aggregate principal amount of €78,819,442.72 (the 'Euro Term A-2 Loans') to extend the existing Euro Term A-1 Loans and (v) the U.S. Borrower desires to amend the Existing Credit Agreement to incur Yen denominated New Term Loans which shall constitute Refinancing Term Loans in the form of Yen Term C-2 Loans in an aggregate principal amount of ¥9,343,347,244 (the 'Yen Term C-2 Loans' and, together with the U.S. Term B-5 Loans, the 2021 Tranche Revolving Commitments, the Canadian Term A-3 Loans and the Euro Term A-2 Loans, the '2021 New Facilities') to refinance the existing Yen Term C-1 Loans;

WHEREAS, each Lender set forth in Schedule II(A) (each a '2021 New Facilities Lender' and together the '2021 New Facilities Lenders') has agreed to provide loans and commitments with respect to the 2021 New Facilities in the aggregate principal amount set forth opposite such Lender's name under each applicable facility as set forth therein;

WHEREAS, each Lender set forth in Schedule II(B) retains such commitments to provide loans and commitments with respect to the applicable facilities in the aggregate principal amount set forth opposite such Lender's name under each applicable facility as set forth therein;

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WHEREAS, each 2021 New Facilities Lender shall hereby become a Lender under the Amended Credit Agreement and a party to the Loss Sharing Agreement in accordance with Section 2.19(a) of the Existing Credit Agreement;

WHEREAS, JPMorgan Chase Bank, N.A., Goldman Sachs Lending Partners LLC, BofA Securities, Inc., Wells Fargo Securities, LLC, Credit Suisse Loan Funding LLC, PNC Capital Markets LLC, Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC (the 'Amendment No. 11 Arrangers') are joint lead arrangers and bookrunners and co-syndication agents for this Amendment;

WHEREAS, Sumitomo Mitsui Banking Corp., The Bank of Nova Scotia, TD Bank, N.A., Capital One, N.A., Cooperative Rabobank U.A., New York Branch and U.S. Bank National Association (the 'Amendment No. 11 Co-Documentation Agents') are co-documentation agents for this Amendment;

WHEREAS, pursuant to Section 2.19 of the Existing Credit Agreement and in connection with the establishment of the 2021 New Facilities, the Loan Parties desire to make certain other amendments to the Existing Credit Agreement as set forth herein and, subject to the terms and conditions described herein, each 2021 New Facilities Lender consents to such amendments; and

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.Establishment of Replacement Revolving Commitments, New Term Loans and New Term Commitments.

(a)Establishment of Replacement Revolving Commitments and New Revolving Commitments. Effective as of the Amendment No. 11 Effective Date, (i) each Person listed on Schedule II(A) as having a 2021 Tranche Revolving Commitment (each, a '2021 Tranche Revolving Lender' and, together, the '2021 Tranche Revolving Lenders') hereby acknowledges and agrees that it has a 2021 Tranche Revolving Commitment in the amount set forth next to such 2021 Tranche Revolving Lender's name therein and agrees to make loans in any Available Currency to any Borrower from time to time on the terms and subject to the conditions set forth in the Amended Credit Agreement and (ii) each 2021 Tranche Revolving Lender listed in Schedule II(A) as having a Letter of Credit Commitment (each, an 'Issuing Bank' and, together, the 'Issuing Banks') hereby acknowledges and agrees that it has a Letter of Credit Commitment in the amount set forth next to such Issuing Bank's name therein and agrees to issue standby Letters of Credit under the 2021 Tranche Revolving Facility to the Borrowers from time to time on the terms and subject to the conditions set forth in the Amended Credit Agreement. Schedule II(A) and (B) hereto shall supplement the Commitments Schedule and, for the avoidance of doubt, the Letter of Credit Commitments set forth in Schedule II(A) shall replace the Letter of Credit Commitments under the 2018 Tranche Revolving Facility. Each of

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the existing 2018 Tranche Revolving Loans outstanding on the Amendment No. 11 Effective Date (other than the 2018 Remaining Tranche Revolving Loans) shall be deemed to be 2021 Tranche Revolving Loans upon the effectiveness of this Amendment and the Agent shall notify each of the 2018 Tranche Revolving Lenders at least one business day prior to the Amendment No. 11 Effective Date of any prepayments of Revolving Loans and any reallocations of participations in Letters of Credit that shall occur on the Amendment No. 11 Effective Date deemed by the Agent and the Company as being necessary in order to accommodate the establishment of the Replacement Revolving Commitments hereunder. $206,819,428.57 of the 2021 Tranche Revolving Commitments are New Revolving Commitments incurred pursuant to Section 2.19 of the Existing Credit Agreement and the remaining portion of the 2021 Tranche Revolving Commitments are Replacement Revolving Commitments incurred pursuant to Section 2.19 of the Existing Credit Agreement. Each of the 2021 Tranche Revolving Lenders hereby consents to the Amendments described herein.

Schedule II(B) hereto sets forth the 2018 Tranche Revolving Commitments of each Lender under the 2018 Tranche Revolving Facility that has not elected to provide 2021 Tranche Revolving Commitments (the '2018 Remaining Tranche Revolving Loans'). From and after the Amendment No. 11 Effective Date, the 2018 Tranche Revolving Facility and the 2021 Tranche Revolving Facility shall be separate Revolving Facilities and, for the avoidance of doubt, borrowings and prepayments among the Revolving Facilities shall be as directed by the Borrowers. From and after the Amendment No. 11 Effective Date, Revolving Loans under the 2018 Tranche Revolving Facility shall be available solely in Dollars.

(b)Establishment of New Term Loans and New Term Commitments. Effective as of the Amendment No. 11 Effective Date, (i) each Person listed on Schedule II(A) as having a U.S. Term B-5 Commitment (each, a 'U.S. Term B-5 Lender' and, together, the 'U.S. Term B-5 Lenders') hereby acknowledges and agrees it has a U.S. Term B-5 Commitment in the amount set forth next to such U.S. Term B-5 Lender's name therein and agrees to make U.S. Term B-5 Loans in Dollars in a single Borrowing on the Amendment No. 11 Effective Date in accordance with the Amended Credit Agreement, (ii) each Person listed on Schedule II(A) as having a Canadian Term A-3 Commitment (each, a 'Canadian Term A-3 Lender' and, together, the 'Canadian Term A-3 Lenders') hereby acknowledges and agrees that it has a Canadian Term A-3 Commitment in the amount set forth next to such Canadian Term A-3 Lender's name therein and agrees to make Canadian Term A-3 Loans in Canadian Dollars in a single Borrowing on the Amendment No. 11 Effective Date in accordance with the Amended Credit Agreement, (iii) each Person listed on Schedule II(A) as having a Euro Term A-2 Commitment (each, a 'Euro Term A-2 Lender' and, together, the 'Euro Term A-2 Lenders') hereby acknowledges and agrees that it has a Euro Term A-2 Commitment in the amount set forth next to such Euro Term A-2 Lender's name therein and agrees to make Euro Term A-2 Loans in Euro in a single Borrowing on the Amendment No. 11 Effective Date in accordance with the Amended Credit Agreement and (iv) the Person listed on Schedule II(A) as having a Yen Term C-2 Commitment (the 'Yen Term C-2 Lender') hereby acknowledges and agrees that it has a Yen Term C-2 Commitment in the amount set forth next to such Yen Term C-2 Lender's name therein and agrees to make Yen Term C-2 Loans in Yen in a single Borrowing on the Amendment No. 11 Effective Date in accordance with the Amended Credit Agreement. Each of the U.S. Term B-5 Loans, the

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Canadian Term A-3 Loans, the Euro Term A-2 Loans and the Yen Term C-2 Loans are New Term Loans and the commitments with respect thereto are New Term Commitments, in each case incurred pursuant to Section 2.19 of the Existing Credit Agreement and Schedule II(A) hereto shall supplement the Commitments Schedule. Each of the U.S. Term B-5 Lenders, Canadian Term A-3 Lenders, the Euro Term A-2 Lenders and the Yen Term C-2 Lender hereby consents to the Amendments described herein.

(c)Each Euro Term A-1 Lender that has not elected to provide Euro Term A-2 Loans (each such Lender, a '2021 Euro Non-Extending Lender' and together, the '2021 Euro Non-Extending Lenders') hereby consents to this amendment for the sole and limited purpose of (i) establishing the EURIBOR Rate as the applicable reference rate with respect to the Euro Term A-1 Loans and the related amendments with respect thereto and (ii) the Reference Rate Replacement Amendments, and not, for the avoidance of doubt, for any other purpose. For the avoidance of doubt, in no event shall a 2021 Euro Non-Extending Lender be deemed an 'Extending Lender' and the Euro Term A-1 Loans of such 2021 Euro Non-Extending Lenders shall remain outstanding after giving effect to this Amendment.

(d)It is agreed that (i) the Canadian Term A-3 Loans and the Euro Term A-2 Loans shall be deemed to be 'Extended Term Loans' and (ii) the Canadian Term A-3 Lenders and Euro Term A-2 Lenders party hereto shall be deemed to be 'Extending Lenders', in each case under and as defined in the Amended Credit Agreement.

Section 2.Amendment. The Existing Credit Agreement is, effective as of the Amendment No. 11 Effective Date, hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A hereto and each of the Loan Parties, each of the Lenders delivering a signature page hereto and the Agent hereby consent to such changes; provided that the consent of the 2021 Euro Non-Extending Lenders shall be limited to the changes specified in Section 1(c) above.

Section 3.Representations and Warranties. Each of the Loan Parties represents and warrants to the Agent and each Lender that:

( a)The execution and delivery of this Amendment is within each applicable Loan Party's corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action of such Loan Party. This Amendment has been duly executed and delivered by each of the Loan Parties and is a legal, valid and binding obligation of each such Person, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and to general principles of equity. This Amendment (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A) such as have been obtained or made and are in full force and effect and (B) for filings and registrations necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or any of the Restricted Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of the

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Restricted Subsidiaries or their respective assets, or (other than as contemplated by this Amendment) give rise to a right thereunder to require any payment to be made by any Loan Party or any of the Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any of the Restricted Subsidiaries, except Liens created pursuant to the Loan Documents, except, in the case of each of clauses (a) through (d) above, to the extent that any such violation, default or right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to result in a Material Adverse Effect.

( b)After giving effect to this Amendment, the representations and warranties set forth in Article III of the Amended Credit Agreement or in any other Loan Document are true and correct in all material respects (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided that any representation or warranty that is qualified as to materiality or 'Material Adverse Effect' shall be true and correct in all respects.

( c)After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

( d)There have been no modifications since those most recently delivered on the Closing Date, the Incremental Amendment No. 1 Effective Date, the Incremental Amendment No. 2 Effective Date, the Incremental Amendment No. 3 Effective Date, Amendment No. 7 Effective Date or the date of the applicable Joinder Agreement, as applicable, to (i) the certificate or articles of incorporation or organization of the Loan Parties (other than the Borrowers) or (ii) the by-laws, memorandum and articles of incorporation or operating, management, partnership or equivalent agreement, as applicable, of the Loan Parties (other than the Borrowers).

Section 4.Effectiveness. The Amendment shall become effective on the date (the 'Amendment No. 11 Effective Date') that each of the conditions set forth below in this Section 4 has been satisfied:

(a)Execution of this Amendment. The Agent (or its counsel) shall have received from the each Loan Party, the Agent and each 2021 New Facilities Lender either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of the Amendment.

(b)Legal Opinions. The Agent shall have received, on behalf of itself and the Lenders on the Amendment No. 11 Effective Date, a written opinion of (i) Simpson Thacher & Bartlett LLP, New York counsel for the Loan Parties, (ii) McMillan LLP, Canadian counsel for the Loan Parties, (iii) Matheson, Irish counsel for the Loan Parties, (iv) Morgan Lewis & Bockius, German counsel for the Loan Parties, (v) Baker McKenzie LLP, Luxembourg counsel for the Loan Parties and (vi) Cahill Gordon & Reindel (UK) LLP, United Kingdom counsel for

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the Agent, in each case, (A) dated the Amendment No. 11 Effective Date, (B) addressed to the Agent and each 2021 New Facilities Lender and (C) in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan Documents and the transactions contemplated by this Amendment, as the Agent shall reasonably request.

(c)Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Agent shall have received (i) a certificate of each of the Borrowers, dated the Amendment No. 11 Effective Date and executed by its Secretary, Assistant Secretary or director, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the other officers of such Borrower authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of such Borrower and a true and correct copy of its by-laws, memorandum and articles of incorporation or operating, management, partnership or equivalent agreement, as applicable (or, in each case, certify that there have been no modifications to such documents since those most recently delivered on the Closing Date, the Incremental Amendment No. 1 Effective Date, the Incremental Amendment No. 2 Effective Date, the Incremental Amendment No. 3 Effective Date, the Amendment No. 7 Effective Date or the date of the applicable Joinder Agreement, as applicable), and (ii) a good standing or equivalent certificate for each Loan Party (other than any Foreign Borrower) from its jurisdiction of organization to the extent such concept exists in such jurisdiction.

(d)Officers' Certificate. The Agent shall have received an Officers' Certificate, dated as of the Amendment No. 11 Effective Date, certifying that: (A) each of the representations and warranties set forth in Section 3(a) hereof is true and correct in all material respects on and as of the Amendment No. 11 Effective Date; provided that any representation or warranty that is qualified as to materiality or 'Material Adverse Effect' shall be true and correct in all respects and (B) the representation and warranty set forth in each of Section 3(b) and 3(c) hereof is true and correct on and as of the Amendment No. 11 Effective Date.

(e)Fees. The Agent and 2021 New Facilities Lenders, as applicable, shall have received (i) all fees required to be paid to them by the Borrowers as mutually agreed prior to the Amendment No. 11 Effective Date, (ii) all out-of-pocket expenses (including the reasonable documented fees and expenses of external legal counsel) for which invoices have been presented to the U.S. Borrower at least two days prior to the Amendment No. 11 Effective Date and (iii) payment of all accrued and unpaid interest on the U.S. Term B-2 Loans.

(f)Solvency. The Agent shall have received a customary certificate from the vice president and treasurer of the U.S. Borrower certifying that the Loan Parties, on a consolidated basis on the Amendment No. 11 Effective Date after giving effect to the transactions contemplated hereby, are solvent (within the meaning of Section 3.15 of the Amended Credit Agreement).

(g)Borrowing Notice. The Agent shall have received from the U.S. Borrower, on behalf of the applicable Borrower, a customary borrowing notice with respect to

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each applicable 2021 Refinancing Facility in accordance with the terms of the Amended Credit Agreement.

(h)Insurance. The Agent shall have received, with respect to each Mortgaged Property, (x) a completed 'Life-of-Loan' Federal Emergency Management Agency Standard Flood Hazard Determination and (y) if any improvement is located on any portion of any Mortgaged Property in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), a notice about special flood hazard area status and flood disaster assistance duly executed by the U.S. Borrower relating thereto and the evidence of flood insurance required by Section 5.10 of the Amended Credit Agreement and the Flood Insurance Laws.

(i)KYC Information.

(1) Upon the reasonable request of any Lender made at least five days prior to the Amendment No. 11 Effective Date, the U.S. Borrower shall have provided to the Agent the documentation and other information so requested in connection with applicable 'know your customer' and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least three Business Days prior to the Amendment No. 11 Effective Date.

(2) The Agent and each of the 2021 New Facilities Lenders each shall have received at least five Business Days prior to the Amendment No. 11 Effective Date (or such shorter period as may be reasonably agreed by the Agent and 2021 New Facilities Lender) a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 with respect to each Borrower.

(j) Prepayment Notice. The Agent shall have received from the U.S. Borrower, on behalf of the applicable Borrower, a customary notice of prepayment with respect to the U.S. Term B-2 Loans, and Yen Term C-1 Loans, respectively, in each case, in accordance with the terms of the Existing Credit Agreement.

Section 5.Post-Closing Covenants. No later than 120 days following the Amendment No. 11 Effective Date (or such longer time period as may be reasonably agreed to by the Agent), the U.S. Borrower shall deliver or cause to be delivered to the Agent with respect to each Mortgage either:

(a)No Mortgage Amendment Necessary

Written or e-mail confirmation from local counsel in the jurisdiction in which such Mortgaged Property is located substantially to the effect that: (i) the recording of the existing Mortgage (and any related fixture filing) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this

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Amendment and the other documents executed in connection herewith, for the benefit of the Secured Parties, and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by this Amendment and the other documents executed in connection herewith, for the benefit of the Secured Parties; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in Section 5(b) below; or

(b)Mortgage Amendment Necessary

(i)An amendment to such Mortgage (each, a 'Mortgage Amendment') duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where the respective Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Agent;

(ii)executed legal opinions regarding the enforceability of the Mortgages, as amended by the applicable Mortgage Amendment, and other customary opinions, in form and substance satisfactory to the Agent;

(iii)a datedown endorsement to the existing mortgage title insurance policies relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage assuring the Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Agent free and clear of all defects, encumbrances and liens except for Permitted Liens, and such endorsements shall otherwise be in form and substance reasonably satisfactory to the Agent; and

(iv)evidence acceptable to the Agent of payment by the U.S. Borrower of all applicable title insurance premiums, search and examination charges, and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of the title endorsements.

Notwithstanding anything herein to the contrary, the Agent may waive the requirements of this Section 5 if the Agent determines (in its sole discretion) that the burden, cost, time or consequences of obtaining such items is excessive in relation to the benefits to be obtained therefrom by the Secured Parties.

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Section 6.2021 New Facilities Lenders. Each 2021 New Facilities Lender (a) represents and warrants that (i) it is not an Ineligible Institution and has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement and a party to the Loss Sharing Agreement, dated as of March 28, 2017 (the 'Loss Sharing Agreement'), by and among the Lenders, (ii) it satisfies the requirements specified in the Amended Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Amendment No. 11 Effective Date, it shall be bound by the provisions of the Amended Credit Agreement and the Loss Sharing Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Amended Credit Agreement and the Loss Sharing Agreement, together with copies of the most recent financial statements referred to in Section 3.04(a) of the Amended Credit Agreement or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to make its loans and commitments under each applicable 2021 Refinancing Facility on the basis of which it has made such analysis and decision independently and without reliance on the Agent, the Amendment No. 11 Arrangers, the Amendment No. 11 Co-Documentation Agents or any other Lender and (v) it has delivered to the Agent any documentation required to be delivered by it pursuant to the terms of Section 2.15 of the Amended Credit Agreement, duly completed and executed by the 2021 New Facilities Lenders and (b) agrees that (i) it will, independently and without reliance on the Agent, the Amendment No. 11 Arrangers, the Amendment No. 11 Co-Documentation Agents or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it will appoint and authorize the Agent to take such action on its behalf and to exercise such powers under the Amended Credit Agreement as are delegated to the Agent, by the terms thereof, together with such powers as are reasonably incidental thereto, and (iii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Section 7.Tax Matters. For U.S. federal income tax purposes,

(a)all of the U.S. Term B-5 Loans (whether issued to refinance the U.S. Term B-2 Loans or issued for cash) will be treated as one fungible tranche,

(b)all of the Canadian Term A-3 Loans (whether issued to refinance the Canadian Term A-2 Loans or issued for cash) will be treated as one fungible tranche,

(c)all of the Euro Term A-2 Loans (whether issued to refinance the Euro Term A-1 Loans or issued for cash) will be treated as one fungible tranche, and

(d)all of the Yen Term C-2 Loans (whether issued to refinance the Yen Term C-1 Loans or issued for cash) will be treated as one fungible tranche.

Section 8.Waiver of Breakage. Each of the 2021 New Facilities Lenders hereby waives any claims otherwise available pursuant to Section 2.14(e) of the Existing Credit

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Agreement with respect to any loss or expense that such Person may sustain or incur as a consequence of any event caused by the prepayment of its existing Loans with the proceeds of the 2021 New Facilities on the Amendment No. 11 Effective Date.

Section 9.Reference Rate Replacement Amendments. The Existing Credit Agreement is hereby further amended to include the Reference Rate Replacement Amendments, in the specified provisions as set forth in the pages attached as Exhibit A hereto and previously attached as Exhibit B to Incremental Amendment No. 8; provided that the Reference Rate Replacement Amendments shall only become effective upon the occurrence of the Reference Rate Replacement Amendments Effective Date. Each 2021 Tranche Revolving Lender, U.S. Term B-5 Lender, Canadian Term A-3 Lender, Euro Term A-2 Lender, 2021 Euro Non-Extending Lender and Yen Term C-2 Lender hereby consents to the Reference Rate Replacement Amendments (it being understood and agreed that such consent shall be binding on each such Lender's successors or assigns and such successors or assigns shall in turn be deemed to have consented to such amendments). Each 2021 Tranche Revolving Loan, U.S. Term B-5 Loan, Canadian Term A-3 Loan, Euro Term A-2 Loan and Yen Term C-2 Loan (whether held by a 2021 Tranche Revolving Lender, U.S. Term B-5 Lender, Canadian Term A-3 Lender, Euro Term A-2 Lender or Yen Term C-2 Lender party hereto or any of their respective successors or assigns) shall at all times be deemed for purposes of the Amended Credit Agreement (as such agreement may be further amended, supplemented, amended and restated or otherwise modified from time to time) to be held by a Lender that has consented to the Reference Rate Replacement Amendments.

Section 10.Additional Amendments. The Existing Credit Agreement is hereby further amended to include the below amendments (the 'Bail-In Amendments'); provided that the Bail-In Amendments shall only become effective upon the approval of the Required Lenders (the 'Bail-In Amendments Effective Date'):

(a)The following definitions shall be added to Section 1.01 in the appropriate order:

''Affected Financial Institution' means (a) any EEA Financial Institution or (b) any UK Financial Institution.

'Resolution Authority' means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

'UK Financial Institution' means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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'UK Resolution Authority' means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.'

(b)The definitions of 'Bail-In Legislation' and 'Write-Down and Conversion Powers' shall each be replaced in its entirety by the below definitions, respectively:

''Bail-In Legislation' means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

'Write-Down and Conversion Powers' means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.'

(c)Section 9.20 shall be replaced in its entirety by the below:

SECTION 9.20 'Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and

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(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.'

Each of the Loan Parties, the Agent and each Lender party hereto hereby consents to the Bail-In Amendments (it being understood and agreed that such consent shall be binding on each such Lender's successors or assigns and such successors or assigns shall in turn be deemed to have consented to such amendments). Each 2021 Tranche Revolving Loan, U.S. Term B-5 Loan, Canadian Term A-3 Loan, Euro Term A-2 Loan and Yen Term C-2 Loan (whether held by a 2021 Tranche Revolving Lender, U.S. Term B-5 Lender, Canadian Term A-3 Lender, Euro Term A-2 Lender or Yen Term C-2 Lender party hereto or any of their respective successors or assigns) shall at all times be deemed for purposes of the Amended Credit Agreement (as such agreement may be further amended, supplemented, amended and restated or otherwise modified from time to time) to be held by a Lender that has consented to the Bail-In Amendments.

Section 11.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words 'execution,' 'signed,' 'signature,' 'delivery,' and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its

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prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Agent has agreed to accept any Electronic Signature, the Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of any Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.

Section 12.Applicable Law; Jurisdiction. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any U.S. Federal or New York State court sitting in the Borough of Manhattan, New York, New York in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 13.Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.

Section 14.Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Section 15.Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Agent or the Issuing Banks, in each case under the Existing Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Existing Credit Agreement or any other Loan Document is

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hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity of the Liens granted by it pursuant to the Collateral Documents, including, without limitation, the obligations of ARAMARK Holding Deutschland GmbH, as successor by merger to Aramark Holdings GMBH & Co. KG. This Amendment shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Amendment No. 11 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to 'this Agreement,' 'hereunder,' 'hereof' or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amended Credit Agreement. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of each such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Amended Credit Agreement. This Amendment shall not constitute a novation of the Existing Credit Agreement or any other Loan Document.

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


ARAMARK SERVICES, INC.

By:	/s/ JAMES J. TARANGELO
Name:	James J. Tarangelo
Title:	Treasurer

ARAMARK INTERMEDIATE HOLDCO CORPORATION
CORPORATION

By:	/s/ JAMES J. TARANGELO
Name:	James J. Tarangelo
Title:	Treasurer

ARAMARK CANADA LTD.

By:	/s/ MAUREEN BAUREIS
Name:	Maureen Baureis
Title:	Vice President & Assistant Treasurer

ARAMARK INVESTMENTS LIMITED

By:	/s/ FRANK GLEESON
Name:	Frank Gleeson
Title:	Director

ARAMARK LIMITED

By:	/s/ FRANK GLEESON
Name:	Frank Gleeson
Title:	Director

ARAMARK INTERNATIONAL FINANCE, S.À
R.L.

By:	/s/ CORNELIA METTLEN
Name:	Cornelia Mettlen
Title:	Category B Manager