ARAMARK [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 10th, 2014 • Aramark • Retail-eating places • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) holding shares of common stock, par value $0.01 per share (“Stock”) of Aramark, a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by certain of the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
INDENTURE Dated as of April 27, 2020 Among ARAMARK SERVICES, INC., as Issuer, ARAMARK, as Parent Guarantor, THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 6.375% SENIOR NOTES DUE 2025Indenture • April 28th, 2020 • Aramark • Retail-eating places • New York
INDENTURE, dated as of April 27, 2020, among Aramark Services, Inc., a Delaware corporation (the “Issuer”), the Parent Guarantor (as defined herein), the Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, a national banking association, as Trustee.
INDENTURE Dated as of March 27, 2017 Among ARAMARK INTERNATIONAL FINANCE S.À R.L., as Issuer, ARAMARK, as Parent Guarantor, ARAMARK SERVICES, INC., as a Guarantor, THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON,...Indenture • March 28th, 2017 • Aramark • Retail-eating places • New York
INDENTURE, dated as of March 27, 2017, among Aramark International Finance S.à r.l., a société à responsabilité limitée incorporated under the laws of Luxembourg (the “Issuer”), the Parent Guarantor (as defined herein), the Company (as defined herein), the other Guarantors (as defined herein) listed on the signature pages hereto, The Bank of New York Mellon, a New York banking corporation, as Trustee and Registrar, and The Bank of New York Mellon, London Branch as Paying Agent and Transfer Agent.
ARAMARK 21,262,245 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 11th, 2023 • Aramark • Retail-eating places
The stockholder named in Schedule I hereto (the “Selling Stockholder”) holding shares of common stock, par value $0.01 per share (“Stock”) of Aramark, a Delaware corporation (the “Company”) proposes, subject to the terms and conditions stated herein, to sell to J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the “Underwriters”) an aggregate of 21,262,245 shares of Stock of the Company (the “Shares”). All references to Selling Stockholder shall include MR BridgeStone Offshore Fund AB Ltd. for purposes of this Agreement.
Aramark Indemnification AgreementIndemnification Agreement • November 26th, 2019 • Aramark • Retail-eating places • Delaware
THIS AGREEMENT is effective the __th day of _______, 20__, between Aramark, a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”), whose address is _____________.
AMENDED AND RESTATED ARAMARK AGREEMENT RELATING TO EMPLOYMENT AND POST- EMPLOYMENT COMPETITIONAramark Agreement • December 11th, 2023 • Aramark • Retail-eating places • Pennsylvania
WHEREAS, Aramark is a leading provider of managed services and other services to business and industry, private and public institutions, and the general public;
EXECUTION VERSION INCREMENTAL AMENDMENT NO. 8 (this “Amendment”), dated as of January 15, 2020, among ARAMARK Services, Inc., a Delaware corporation (the “Company” or the “U.S. Borrower”), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware...Credit Agreement • January 16th, 2020 • Aramark • Retail-eating places
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Transition Services Agreement • October 2nd, 2023 • Aramark • Retail-eating places • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of September 29, 2023 (this “Agreement”), by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation and a subsidiary of Parent (“SpinCo”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Employee Matters Agreement • October 2nd, 2023 • Aramark • Retail-eating places
This EMPLOYEE MATTERS AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation (“SpinCo”).
TAX MATTERS AGREEMENT DATED AS OF SEPTEMBER 29, 2023 BY AND BETWEEN ARAMARK AND VESTIS CORPORATIONTax Matters Agreement • October 2nd, 2023 • Aramark • Retail-eating places
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 29, 2023, by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation and a subsidiary of Parent (“SpinCo”).
FORM OF NON-QUALIFIED STOCK OPTION AWARD (this “Award”) dated asNon-Qualified Stock Option Award • November 22nd, 2022 • Aramark • Retail-eating places • New York
of the Date of Grant set forth on the Certificate of Grant to which this Award is attached (the “Grant Date”) between Aramark (formerly known as ARAMARK HOLDINGS CORPORATION), a Delaware corporation (the “Company”), and the Participant set forth on the Certificate of Grant of the Options attached to this Award and made a part hereof (the “Certificate of Grant”).
AMENDMENT AGREEMENT No. 1 (this “Amendment”), dated as of March 28, 2014, among ARAMARK CORPORATION (as successor to RMK Acquisition Corporation) (the “U.S. Borrower”), ARAMARK CANADA LTD., a company organized under the laws of Canada (the “Canadian...Credit Agreement • May 8th, 2014 • ARAMARK Holdings Corp • Retail-eating places • New York
CREDIT AGREEMENT dated as of January 26, 2007, as amended and restated as of March 26, 2010, as further amended and restated on February 24, 2014 and as further amended on March 28, 2014 (this “Agreement”), among ARAMARK CORPORATION, a Delaware corporation (“ARAMARK” or the “U.S. Borrower”), ARAMARK CANADA LTD., a company organized under the laws of Canada (the “Canadian Borrower”), ARAMARK INVESTMENTS LIMITED, a limited company incorporated under the laws of England and Wales (the “U.K. Borrower”), ARAMARK IRELAND HOLDINGS LIMITED, a company incorporated under the laws of Ireland (the “Irish Borrower” and, together with the U.S. Borrower, the Canadian Borrower, the U.K. Borrower and any Additional Foreign Borrower, the “Borrowers”), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware corporation (“Holdings”), each Subsidiary of ARAMARK that, from time to time, becomes a party hereto, the Lenders (as defined in Article I), JPMORGAN CHASE BANK, N.A., as LC Facility Issuing Bank (in such
ARAMARK 22,468,514 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 21st, 2015 • Aramark • Retail-eating places • New York
Certain stockholders named in Schedule I hereto (the “Selling Stockholders”) holding shares of common stock, par value $0.01 per share (“Stock”) of Aramark, a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) LLC (the “Underwriter”) an aggregate of 22,468,514 shares of common stock, par value $0.01 per share (“Stock”) of the Company (the “Shares”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • May 11th, 2021 • Aramark • Retail-eating places • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 30, 2021, among the entities listed in Schedule I hereto (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Aramark Services, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as trustee (the “Trustee”).
ARAMARK REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Aramark • Retail-eating places • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 14, 2020 (this “Agreement”), by and between MR BridgeStone Advisor LLC (“Mantle Ridge”), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), and Aramark, a Delaware corporation (the “Company”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023Separation and Distribution Agreement • October 2nd, 2023 • Aramark • Retail-eating places • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2023 (this “Agreement”), is by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation (“Vestis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
REGISTRATION RIGHTS AGREEMENT Dated as of May 31, 2016 Among ARAMARK SERVICES, INC., ARAMARK, THE GUARANTORS LISTED ON SCHEDULE I HERETO and WELLS FARGO SECURITIES, LLC as Representative of the Several Initial Purchasers 4.750% Senior Notes due 2026Registration Rights Agreement • June 6th, 2016 • Aramark • Retail-eating places • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of May 16, 2016 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative, on behalf of itself and the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of the Company’s 4.750% Senior Notes due 2026 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Company’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to en
FORM OF RESTRICTED STOCK UNIT AWARDAramark • November 21st, 2023 • Retail-eating places • New York
Amended and Restated Registration Rights and Coordination Committee Agreement by and among ARAMARK Holdings Corporation and the Stockholders Named Herein Dated as of December 10, 2013Registration Rights and Coordination Committee Agreement • December 16th, 2013 • ARAMARK Holdings Corp • Retail-eating places • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION COMMITTEE AGREEMENT (this “Agreement”), dated as of December 10, 2013, is made among ARAMARK Holdings Corporation, a Delaware corporation (the “Company”), each of the Sponsor Stockholders (as defined in the Stockholders Agreement), Joseph Neubauer and each of the Management Stockholders (as defined in the Stockholders Agreement and, together with the Sponsor Stockholders, Joseph Neubauer and such other Persons as may hereinafter become parties to or be bound by this Agreement, the “Stockholders”).
AGREEMENT RELATING TO EMPLOYMENT AND POST-EMPLOYMENT COMPETITIONEmployment And • November 23rd, 2016 • Aramark • Retail-eating places • Pennsylvania
WHEREAS, ARAMARK is a leading provider of managed services to business and industry, private and public institutions, and the general public, in the following business groups: food and support services; uniform and career apparel;
STEWARDSHIP FRAMEWORK AGREEMENTStewardship Framework Agreement • October 7th, 2019 • Aramark • Retail-eating places • Delaware
Aramark (the “Company”), on the one hand, and MR BridgeStone Advisor LLC (“Mantle Ridge”), on behalf of itself and its affiliated funds (such funds, together with Mantle Ridge, collectively, the “Mantle Ridge Group”), on the other hand, have mutually agreed to the terms contained in this Stewardship Framework Agreement (this “Letter Agreement”). For purposes of this Letter Agreement, we refer to each of the Company and the Mantle Ridge Group as a “Party” and, collectively, as the “Parties.”
ARAMARK 30,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 17th, 2014 • Aramark • Retail-eating places • New York
Certain stockholders named in Schedule II hereto (the “Selling Stockholders”) holding shares of common stock, par value $0.01 per share (“Stock”) of Aramark, a Delaware corporation (the “Company”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,000,000 shares of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional shares of Stock. The aggregate of 30,000,000 shares to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 4,500,000 additional shares to be sold by certain of the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 7th, 2023 • Aramark • Retail-eating places • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 16, 2022, among the entities listed in Schedule I hereto (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Aramark Services, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”).
ARAMARK HOLDINGS CORPORATION [ ] Shares of Common Stock Form of Underwriting AgreementUnderwriting Agreement • December 2nd, 2013 • ARAMARK Holdings Corp • Retail-eating places • New York
ARAMARK Holdings Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of common stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to pu
ARAMARKAramark • February 9th, 2021 • Retail-eating places
ContractNon-Qualified Stock Option Award • November 26th, 2019 • Aramark • Retail-eating places • New York
FORM OF NON-QUALIFIED STOCK OPTION AWARD (this “Award”) dated as of the Date of Grant set forth on the Certificate of Grant to which this Award is attached (the “Grant Date”) between Aramark (formerly known as ARAMARK HOLDINGS CORPORATION), a Delaware corporation (the “Company”), and the Participant set forth on the Certificate of Grant of the Options attached to this Award and made a part hereof (the “Certificate of Grant”).
ARAMARK HOLDINGS CORPORATION 36,250,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 16th, 2013 • ARAMARK Holdings Corp • Retail-eating places • New York
ARAMARK Holdings Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 28,000,000 shares of common stock, par value $0.01 per share (“Stock”) of the Company, and the stockholders of the Company named in Schedule II hereto (the “Initial Selling Stockholders”) and any party who becomes a selling stockholder after the date hereof pursuant to a joinder agreement in the form of Annex I hereto (the “Joinder Agreement”) (each a “Future Selling Stockholder” and, together with the Initial Selling Stockholders, the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 8,250,000 shares and, at the election of the Underwriters, up to 5,437,000 additional shares of Stock. The aggregate of 36,250,000 shares to be sold by the Company and the Selling Stockholders is her
FORM OF AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 19th, 2013 • ARAMARK Holdings Corp • Retail-eating places
WHEREAS, ARAMARK Holdings Corporation (the “Company”) has granted options to purchase common stock of the Company (“Options”) pursuant to that certain Non-Qualified Stock Option Agreement (the “Option Agreement”) pursuant to the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan, as amended, as in effect prior to its subsequent amendment and restatement (and as amended and restated, the “Plan”), and all capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Option Agreement; and
ContractAramark • April 28th, 2020 • Retail-eating places • New York
AMENDMENT NO. 9 (this “Amendment”), dated as of April 22, 2020, among ARAMARK Services, Inc., a Delaware corporation (the “Company” or the “U.S. Borrower”), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware corporation (“Holdings”), each Subsidiary Guarantor, each Lender 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 by Incremental Amendment No. 1, dated as of September 20, 2017, as further amended by Incremental Amendment No. 2, dated as of December 11, 2017, as further amended by Incremental Amendment No. 3, dated as of February 28, 2018, as further amended by Amendment No. 4, dated as of May 11, 2018, as further amended by Amendment No. 5, dated as of May 24, 2018, as further amended by Amendment No. 6, dated as of June 12, 2018, as further amended by Amendment No. 7, dated as of October 1, 2018, as fur
Aramark 2023 STOCK INCENTIVE PLAN FORM OF DEFERRED STOCK UNIT AWARD (DSU Deferral Election)Award • May 9th, 2023 • Aramark • Retail-eating places
THIS AWARD (this “Award”) between Aramark, a Delaware corporation (the “Company”), and the Participant set forth on the certificate of grant (the “Certificate of Grant”) attached to this Agreement (the “Participant”) is made as of the Date of Grant set forth on the Certificate of Grant (the “Grant Date”). All capitalized terms not defined herein shall have the meaning set forth in the Aramark (formerly known as ARAMARK Holdings Corporation) 2023 Stock Incentive Plan (the “Plan”).
Amended and Restated Stockholders Agreement by and among ARAMARK Holdings Corporation, ARAMARK Intermediate HoldCo Corporation, and the Stockholders Named Herein Dated as of December 10, 2013Stockholders Agreement • December 16th, 2013 • ARAMARK Holdings Corp • Retail-eating places • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of December 10, 2013, by and among ARAMARK Holdings Corporation (the “Company”), a Delaware corporation, ARAMARK Intermediate HoldCo Corporation (“Intermediate HoldCo”), a Delaware corporation wholly owned by the Company and each of the Sponsor Stockholders (as defined herein), Joseph Neubauer and each of the Management Stockholders (as defined herein) (the Sponsor Stockholders, Joseph Neubauer, the Management Stockholders and such other Persons (as defined herein) as may hereinafter become parties to or be bound by this Agreement, collectively the “Stockholders”).
CERTIFICATE OF GRANT Deferred Stock Unit AwardStock Unit Award • November 19th, 2013 • ARAMARK Holdings Corp • Retail-eating places • Delaware
THIS AGREEMENT dated as of , 20 (this “Agreement”) between ARAMARK HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”). All capitalized terms not defined herein shall have the meaning set forth in the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (the “Plan”).
Thomas Ondrof VIA ELECTRONIC DELIVERY Dear Mr. Ondrof:Aramark • January 6th, 2020 • Retail-eating places
On behalf of Aramark (the “Company”), I am extremely pleased to offer you the position of Executive Vice President, Chief Financial Officer of the Company (“CFO”), in accordance with the general terms and conditions of this letter agreement. As CFO, you will perform your duties from the Company’s headquarters in Philadelphia, Pennsylvania, will report to the Chief Executive Officer of the Company (the “CEO”) and will have such duties and authorities as are set forth in the Company’s by-laws or as are assigned from time to time by the CEO, which such duties will be commensurate with your position as CFO. Your employment with the Company will be at-will and may be terminated by the Company at any time, subject to the terms and conditions of that certain Aramark Agreement Relating to Employment and Post-Employment Competition to be executed by and between you and the Company in the form attached to this letter agreement as Exhibit A (the “Employment Agreement”) upon or prior to your comme
FY24 CEO Stock Option Grant Agreement (2023 Plan)Stock Option Grant Agreement • November 21st, 2023 • Aramark • Retail-eating places • New York
FORM OF NON-QUALIFIED STOCK OPTION AWARD (this “Award”) dated as of the Date of Grant set forth on the Certificate of Grant to which this Award is attached (the “Grant Date”) between Aramark (formerly known as ARAMARK HOLDINGS CORPORATION), a Delaware corporation (the “Company”), and the Participant set forth on the Certificate of Grant of the Options attached to this Award and made a part hereof (the “Certificate of Grant”).
ContractAramark • November 24th, 2020 • Retail-eating places • New York
AMENDMENT NO. 10 (this “Amendment”), dated as of November 12, 2020, among ARAMARK Services, Inc., a Delaware corporation (the “Company” or the “U.S. Borrower”), ARAMARK INTERMEDIATE HOLDCO CORPORATION, a Delaware corporation (“Holdings”), each Subsidiary Guarantor, each Lender 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 by Incremental Amendment No. 1, dated as of September 20, 2017, as further amended by Incremental Amendment No. 2, dated as of December 11, 2017, as further amended by Incremental Amendment No. 3, dated as of February 28, 2018, as further amended by Amendment No. 4, dated as of May 11, 2018, as further amended by Amendment No. 5, dated as of May 24, 2018, as further amended by Amendment No. 6, dated as of June 12, 2018, as further amended by Amendment No. 7, dated as of October 1, 2018, as
