EX-2 4 purchaseagreement.txt FIRST AMENDMENT TO PURCHASE AGREEMENT FIRST AMENDMENT TO PURCHASE AGREEMENT FIRST AMENDMENT TO PURCHASE AGREEMENT, dated as of November 30, 2001 ("FIRST AMENDMENT"), between The ServiceMaster Company, a Delaware corporation ("PARENT"), and ARAMARK Corporation, a Delaware corporation ("BUYER"). PRELIMINARY STATEMENT: WHEREAS, Parent and Buyer have entered into a Purchase Agreement, dated as of October 3, 2001 (the "PURCHASE AGREEMENT"), providing, among other things, for the purchase and sale of Parent's Management Services division; and WHEREAS, each of Parent and Buyer desires to amend and supplement the Purchase Agreement in certain respects as described in this First Amendment. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed between Parent and Buyer as follows: 1. DEFINITIONS. Except as otherwise indicated herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. 2. AMENDMENT OF DEFINITION OF "TARGET NET WORKING CAPITAL." The definition of "Target Net Working Capital" in SECTION 1.1 of the Purchase Agreement is hereby amended to substitute the amount "$45,664,000" for the amount "$44,748,000" as it appears therein. 3. ADDITION OF SERVICEMASTER DIRECT MARKETING CORPORATION AS A SELLER AND KOWALSKI-DICKOW ASSOCIATES, INC. AS A CONVEYED COMPANY; TRANSFER OF HALLIWELL ENGINEERING ASSOCIATES, L.L.C. TO SERVICEMASTER MANAGEMENT SERVICES, INC. (a) The second recital to the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "WHEREAS, Parent holds, directly or indirectly, all of the outstanding shares of capital stock of (i) ServiceMaster Management Services, Inc., a Delaware corporation ("SMMS INC."), (ii) Quantum Resource Corporation, a Delaware corporation ("QRC"), (iii) ServiceMaster of Canada Limited, a Canadian corporation ("SVM CANADA"), and (iv) ServiceMaster Direct Marketing Corporation, an Illinois corporation ("SMDMC"), and 100% of the membership interests in ServiceMaster Strategic II L.L.C., a Delaware 1 limited liability company ("STRATEGIC") (Parent, SVM Canada, SMDMC and Strategic being referred to herein individually as a "SELLER" and collectively as "SELLERS");" (b) The third recital to the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "WHEREAS, immediately prior to the Closing (as defined below), SMMS Inc. will hold 100% of the membership interests in Halliwell Engineering Associates, L.L.C., a Delaware limited liability company ("HEA");" --- (c) The seventh recital to the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "WHEREAS, immediately prior to the Closing, SMDMC will own all of the outstanding shares of capital stock of CMI Group, Inc., a Wisconsin corporation ("CMIG"), and Kowalski-Dickow Associates, Inc., a Wisconsin corporation ("KDA");" ---- --- (d) The eighth recital to the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "WHEREAS, the parties hereto desire that Sellers shall sell and transfer to Buyer, and Buyer shall purchase from Sellers (i) all of the outstanding capital stock of each of SMMS Inc., QRC, MS Canada, CMIG and KDA and (ii) the SMMSLP LP Interests, all on the terms and subject to the conditions set forth herein; and" (e) The ninth recital to the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "WHEREAS, SMMS Inc., QRC, MS Canada, CMIG, KDA and SMMSLP are referred to herein individually as a "CONVEYED Company" and collectively as the "CONVEYED COMPANIES"." (f) The definition of "Closing" in SECTION 1.1 of the Purchase Agreement is hereby amended to delete ", the HEA Membership Interests" therefrom. (g) The definition of "Conveyed Companies Subsidiaries" in SECTION 1.1 of the Purchase Agreement is hereby amended to substitute the term "HEA" for the term "KDA" as it appears therein. (h) The definition of "KDA" in SECTION 1.1 of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: " `KDA' has the meaning specified in the seventh recital to this Agreement." (i) The definition of "HEA Membership Interests" in SECTION 1.1 of the Purchase Agreement is hereby deleted in its entirety. 2 (j) The definition of "Shares" in SECTION 1.1 of the Purchase Agreement is hereby amended to substitute the term "KDA" for the term "SMDMC" as it appears therein. (k) The definition of "SMDMC" in SECTION 1.1 of the Purchase Agreement is hereby amended to substitute the word "second" for the word "seventh" as it appears therein. (l) The definition of "SMHC" in SECTION 1.1 of the Purchase Agreement is hereby deleted in its entirety. (m) The definition of "SMHC Instrument of Assignment and Assumption" in SECTION 1.1 of the Purchase Agreement is hereby deleted in its entirety. (n) SECTION 2.1 of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "PURCHASE AND SALE OF THE SHARES. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Parent, SVM Canada or SMDMC, as appropriate, shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase and accept from Parent, SVM Canada or SMDMC, as appropriate, the Shares." (o) SECTION 2.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the phrase "[Reserved]." (p) The first sentence of SECTION 3.1 of the Purchase Agreement is hereby amended to delete "the HEA Membership Interests," therefrom. (q) SECTION 4.2 of the Purchase Agreement is hereby amended to substitute the term "SMDMC" for the term "SMHC" as it appears therein. (r) SECTION 4.3(B) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "The Strategic Instrument of Assignment and Assumption, duly executed by Buyer;" (s) SECTION 4.4(A) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(a) Copies of the Certificate of Incorporation, Articles of Incorporation or Certificate of Formation, as the case may be, of each of Parent, SMDMC and Strategic certified as of a recent date by the Secretary of State of the State of Delaware or Illinois, as applicable;" (t) SECTION 4.4(C) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: 3 "(c) Certificate of good standing of each of Parent, SMDMC and Strategic issued as of a recent date by the Secretary of State of the State of Delaware or Illinois, as applicable;" (u) SECTION 4.4(F) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(f) Copies of the Certificate of Incorporation, Articles of Incorporation, Certificate of Formation or Certificate of Limited Partnership, as the case may be, of each of SMMS Inc., QRC, CMIG, KDA and SMMSLP certified as of a recent date by the Secretary of State of the State of Delaware or Wisconsin, as applicable;" (v) SECTION 4.4(H) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(h) Certificate of good standing of each of SMMS Inc., QRC, CMIG, KDA and SMMSLP certified as of a recent date by the Secretary of State of the State of Delaware or Wisconsin, as applicable;" (w) SECTION 4.4(L) of the Purchase Agreement is hereby deleted in its entirety. (x) The first sentence of SECTION 4.6(A) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "Within 120 days following final determination of the Purchase Price in accordance with SECTION 3.3 (unless such deadline is extended by mutual agreement or unless sooner required under applicable law), Parent and Buyer shall negotiate and prepare a schedule (the "ALLOCATION SCHEDULE") allocating the Purchase Price among (i) the Shares attributable to each of SMMS Inc., QRC, MS Canada, CMIG and KDA, (ii) the SMMSLP LP Interests, (iii) if requested by either party, the assets held by SMMSLP and (iv) if the Downers Grove Real Property Buyer is a Person other than a Company, the Downers Grove Real Property." (y) The second sentence of SECTION 4.6(A) of the Purchase Agreement is hereby amended and supplemented to add the following to the end thereof: "; PROVIDED, that notwithstanding anything herein to the contrary, Parent and Buyer agree that $2,123,000 shall be allocated to the Shares attributable to MS Canada." (z) SECTION 4.6(B) of the Purchase Agreement is hereby amended to delete the term "SMDMC" from each place it appears in the first sentence thereof. (aa) SECTION 5.1 of the Purchase Agreement is hereby amended and supplemented to substitute "Parent" for "Each of Parent and SMHC" in paragraph (a) thereof and to add a new paragraph (d) which shall read as follows: "(d) SMDMC is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois." 4 (bb) The last sentence of SECTION 5.2(B) of the Purchase Agreement is hereby amended to delete ", the HEA Membership Interests" therefrom. (cc) SECTION 5.4(C)(I) of the Purchase Agreement is hereby amended to delete "the HEA Membership Interests," therefrom. ----------------- (dd) SECTION 6.5 of the Purchase Agreement is hereby amended to delete ", the HEA Membership Interests" from each place it appears therein. (ee) SECTION 7.8 of the Purchase Agreement is hereby deleted in its entirety and replaced with the phrase "[Reserved]." ----------- (ff) SECTION 8.2(A)(I) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: ----------------- "(i) Parent shall be liable for and pay, and pursuant to ARTICLE XI shall indemnify and hold harmless each Buyer Group Member from and against any and all Losses and Expenses incurred by such Buyer Group Member in connection with or arising from, any and all Taxes (A) imposed on any Company pursuant to Treas. Reg. ss. 1.1502-6 or similar provision of state or local law solely as a result of such Company having been a member of a group of corporations joining in filing Tax Returns on a consolidated, combined or unitary basis, (B) imposed on or with respect to any Company, for which any Company may otherwise be liable, or with respect to the SMMSLP LP Interests, in each case described in this clause (B) for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on and including the Closing Date, (C) arising solely from the termination, as of the Closing Date, of any Company that is a corporation as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the parent corporation, (D) arising from the distribution of or otherwise relating to the Excluded Assets or the Excluded Business or (E) that are Section 338(h)(10) Taxes; PROVIDED, HOWEVER, that Parent shall not be liable for or pay, and shall not indemnify or hold harmless any Buyer Group Member from and against, (I) any incremental Taxes (other than Section 338(h)(10) Taxes) that result from any actual or deemed election under Section 338 of the Code or any similar provisions of state, local or foreign law as a result of the purchase of the Shares or the SMMSLP LP Interests, or the deemed purchase of shares or equity of any Conveyed Companies Subsidiary, or that result from Buyer, any Affiliate of Buyer or any Company engaging in any activity or transaction (other than the activities and transactions contemplated by this Agreement) that would cause the transactions contemplated by this Agreement to be treated as a purchase or sale of assets of any Company (other than HEA) for federal, state or local Tax purposes, (II) any Taxes (other than Section 338(h)(10) Taxes) imposed on any Company, for which any Company may otherwise be liable or with respect to the SMMSLP LP Interests as a result of actual transactions not in the ordinary course of business occurring on the Closing Date after the Closing, and (III) any Taxes shown as a liability or reserve on the Closing Date Balance Sheet and not excluded as a liability in determining Net Working Capital (the Taxes described in this proviso being referred to as "EXCLUDED TAXES"). Parent shall be entitled 5 to any refund of (or actual credit for when and as actually realized) Taxes for which it isliable under this SECTION 8.2(A)." (gg) SECTIONS 8.2(A)(II) and (III) are each hereby amended to delete "the HEA Membership Interests or" from each place it appears therein. (hh) SECTION 8.2(D) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(d) SECTION 338(H)(10) ELECTIONS. SMDMC or Parent, as the case may be, and Buyer shall file a joint election for each of CMIG, KDA, QRC, and SMMS, Inc. under Section 338(h)(10) of the Code with respect to the purchase by Buyer of all the outstanding shares of capital stock of CMIG, KDA, QRC and SMMS, Inc. (collectively, the "SECTION 338(H)(10) Elections"). SMDMC or Parent, as the case may be, and Buyer shall exchange completed and executed copies of Internal Revenue Service Form 8023, required schedules thereto, and any similar state, local, foreign and other forms. If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly agree on such changes. None of SMDMC, Parent or any other Seller makes any warranty or representation with respect to the effectiveness of the Section 338(h)(10) Elections; PROVIDED, HOWEVER, that, assuming the effectiveness of the Section 338(h)(10) Elections, nothing in this sentence shall alter the extent to which Parent is liable for Section 338(h)(10) Taxes in accordance with the terms of SECTION 8.2." (ii) The first sentence of SECTION 8.5(A) of the Purchase Agreement is hereby amended to delete ", the HEA Membership Interests" therefrom. (jj) SECTION 11.6(B) of the Purchase Agreement is hereby amended to delete ", the HEA Membership Interests" therefrom. --------------- (kk) EXHIBIT G to the Purchase Agreement is hereby deleted in its entirety. 4. AMENDMENT OF SECTION 3.5 OF THE PURCHASE AGREEMENT. SECTION 3.5 of the Purchase Agreement is hereby amended and supplemented to add a new paragraph (d) which shall read as follows: "(d) On the Closing Date, Buyer shall reimburse Parent for all cash security deposits paid by Parent under the Downers Grove Real Property Contracts." 5. AMENDMENT OF SECTION 8.3 OF THE PURCHASE AGREEMENT. (a) SECTION 8.3(C) of the Purchase Agreement is hereby amended to substitute the phrase "December 31, 2001" for the phrase "the Closing Date" as it appears in the last sentence thereof and to add the following to the end thereof: "As of the Closing Date, and subject to Buyer's liability and obligation for medical and other claims as heretofore provided in this SECTION 8.3(C), each Affected 6 Employee and each former employee of a Company who is then eligible for the continuation of group health care coverage under Section 4980B(f) of the Code ("COBRA") (and each of their "qualified beneficiaries" within the meaning of COBRA) shall be entitled to continue participating in Parent's welfare benefit plans (including without limitation disability, medical, dental and life) through December 31, 2001. Parent shall have no obligation to charge or recover any premium payments from such employees and former employees, or to remit any premium payments to Buyer, with respect to such coverage, but shall fully cooperate with, and provide all relevant information to, Buyer with respect to all affected individuals. The administrative costs, if any, incurred by Parent with respect to such continued coverage shall be treated as a "Service" provided by Parent to Buyer within the meaning of and pursuant to the Transitional Services Agreement." (b) SECTION 8.3(D) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(d) COBRA. As of January 1, 2002 and subject to SECTION 11.1(A)(VIII), Buyer shall be responsible for providing any employee or former employee of a Company whose "qualifying event," within the meaning of COBRA, occurs prior to, on or after the Closing Date (and such employees' "qualified beneficiaries" within the meaning of COBRA) with the continuation of group health coverage required by COBRA." (c) SECTION 8.3(I) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(i) FLEXIBLE SPENDING ACCOUNTS. On and after the Closing Date, Affected Employees shall be permitted to continue to contribute to, and submit claims to be paid from, the flexible spending accounts maintained on their behalf under Parent's plans qualified under Section 125 and 129 of the Code for the reimbursement of medical and dependent care expenses incurred prior to January 1, 2002." (d) SECTION 8.3(J)(II) of the Purchase Agreement is hereby amended to substitute the phrase "January 1, 2002" for the phrase "the day after the Closing Date" as it appears therein. (e) SECTION 8.3(K)(I) of the Purchase Agreement is hereby amended to substitute the phrase "January 1, 2002" for the phrase "the day after the Closing Date" as it appears therein. 6. AMENDMENT OF SECTION 8.4 OF THE PURCHASE AGREEMENT. (a) SECTION 8.4(C) of the Purchase Agreement is hereby amended, supplemented and restated in its entirety to read as follows: "(c) (i) On the Closing Date and, thereafter, on the second to the last business day of each month beginning December 2001, Buyer shall pay to Parent by wire transfer an amount equal to $1,050,000 (the "MONTHLY LOSS BILLING PAYMENT") as an advance 7 payment for the estimated actual losses of the Companies incurred in connection with general liability, automobile liability and workers' compensation claims and other expenses to be paid by Zurich Insurance Company ("ZURICH"), Zurich Insurance Company/Fronted ("ZURICH FRONTED") and The Home Insurance Company/REM ("HOME") during the calendar month immediately following the due date for such payment. (ii) On a bi-monthly basis beginning February 2002 (a "TRUE-UP MONTH"), Parent shall reconcile the Monthly Loss Billing Payment paid by Buyer and the actual losses of the Companies paid by Zurich, Zurich Fronted and Home in respect of the two-month period set forth below: TRUE-UP MONTH MONTHS INCLUDED IN TRUE-UP CALCULATION February Preceding December and January April Preceding February and March June Preceding April and May August Preceding June and July October Preceding August and September December Preceding October and November No later than the 20th day of each True-Up Month (other than December 2001), Parent shall deliver to a person or office designated by Buyer a report explaining Parent's reconciliation in reasonable detail. Such report, which shall be reasonably satisfactory to Buyer, shall indicate the amount (the "TRUE-UP AMOUNT") that Buyer shall reduce or increase the Monthly Loss Billing Payment payable by Buyer to Parent on the second to the last business day of such True-Up Month in accordance with SECTION 8.4(C)(I) above. If the True-Up Amount reduces the Monthly Loss Billing Payment for three consecutive True-Up Months, or if the True-Up Amount increases the Monthly Loss Billing Payment for three consecutive True-Up Months, and in each case the True-Up Amount exceeds $200,000 for each such True-Up Month, then Buyer and Parent shall negotiate in good faith to agree upon a revised Monthly Loss Billing Payment to be paid by Buyer. Parent shall deliver promptly after Parent's receipt thereof to a person or office designated by Buyer a copy of the billings received by Parent from Zurich, Zurich Fronted and Home in respect of the general liability, automobile liability and workers' compensation insurance policies. (iii) The then applicable Monthly Loss Billing Payment shall be adjusted annually beginning with the Monthly Loss Billing Payment to be made on the second to the last business day of December 2002 (the "ADJUSTED MONTHLY LOSS BILLING PAYMENT"). The Adjusted Monthly Loss Billing Payment for 2003 beginning with the payment to be made on the second to the last business day of December 2002 shall be the monthly average of the actual losses paid by Zurich, Zurich Fronted and Home for the 12-month period ending November 30, 2002. The Adjusted Monthly Loss Billing Payment for 2004 and the years thereafter shall be the monthly average of the actual losses paid by Zurich, Zurich Fronted and Home for the 12-month period ending the prior November 8 30. The amount of the Adjusted Monthly Loss Billing Payment shall be part of the report to be delivered during December of each year (other than 2001) by Parent to a person or office designated by Buyer pursuant to SECTION 8.4(C)(II). (iv) Buyer shall reimburse Parent on a quarterly basis in arrears beginning on the second to the last business day of April 2002 (for the initial four-month period ending March 31, 2002 and, thereafter, for three-month periods) for the cost incurred by Parent for maintaining letters of credit and surety bonds as collateral in support of the Companies' general liability, automobile liability and workers' compensation insurance policies. The amount of such reimbursement paid by Buyer shall be based upon the aggregate notional amount of the letters of credit and surety bonds required by Zurich, Zurich Fronted and Home in respect of the Companies for such period and shall be calculated by Parent using the weighted average cost to Parent of all letters of credit and surety bonds required by Zurich, Zurich Fronted and Home in support of general liability, automobile liability and workers' compensation insurance policies of Parent and the Companies. The amount of any such reimbursement shall be paid by Buyer with the Monthly Loss Billing Payment to be paid by Buyer to Parent pursuant to SECTION 8.4(C)(I). (v) Any report that is due on a date that is not a business day shall be delivered on the next business day." (b) SECTION 8.4 of the Purchase Agreement is hereby amended and supplemented to add new paragraphs (d), (e), (f), (g), (h), (i) and (j) which shall read as follows: "(d) Buyer has been named as an additional insured with respect to the liability policies set forth in SCHEDULE 8.4(D) (the "ADDITIONAL INSURED ENDORSEMENTS") for the period prior to the Closing Date set forth on SCHEDULE 8.4(D). (e) A run off endorsement has been obtained in favor of Buyer with respect to the liability policies set forth in SCHEDULE 8.4(E) (the "RUN OFF ENDORSEMENTS") for the period set forth on SCHEDULE 8.4(E). (f) An extended reporting period endorsement has been obtained by Parent with respect to the liability policies set forth in SCHEDULE 8.4(F) (the "EXTENDED REPORTING PERIOD ENDORSEMENTS") for the periods set forth in SCHEDULE 8.4(F). (g) Parent shall maintain coverage on the Owned Real Property through December 31, 2002 under the third party pollution policy issued to Parent by AIG. Parent shall use its reasonable best efforts to acquire one or more Tail Policies through the end of the four-year period commencing on January 1, 2003 and ending on December 31, 2006 with respect to the third party pollution policy issued to Parent by AIG to cover claims made after December 31, 2002 which are based on acts, errors or omissions which occur on or prior to November 30, 2001. (h) An extended discovery endorsement has been obtained in favor of Buyer with respect to the fidelity policy issued to Parent by Chubb for the period commencing on December 1, 2001 and ending on November 30, 2002. 9 (i) Parent and Buyer shall each pay one-half of the cost of (i) the Additional Insured Endorsements, (ii) the Run Off Endorsements, (iii) the Extended Reporting Period Endorsements and (iv) obtaining a retrospective date (November 1, 1994) for the errors and omissions liability policy and related punitive wraparound policy. (j) Parent shall use its reasonable best efforts to (i) cause Buyer to be named as an additional insured for the five-year period prior to the Closing Date with respect to the following liability policies: (1) Canadian General Liability and (2) Canadian Automobile Liability and (ii) acquire for a period of five years after the Closing Date extended reporting period coverage or a run off endorsement with respect to the following liability policies: (1) Excess Fiduciary and (2) Excess EPLI." 7. AMENDMENT OF EXHIBIT C TO THE PURCHASE AGREEMENT. EXHIBIT C to the Purchase Agreement is hereby amended and supplemented as set forth in ANNEX A attached hereto. 8. AMENDMENT OF SCHEDULES TO THE PURCHASE AGREEMENT. (a) SCHEDULES 5.2, 5.5, 5.9(D), 5.11(A), 5.11(C) and 5.14(A) to the Purchase Agreement are hereby amended and supplemented as set forth in ANNEX B attached hereto. (b) SCHEDULE 8.4 to the Purchase Agreement is hereby replaced with SCHEDULES 8.4(D), (E) and (F) as set forth in ANNEX B attached hereto. 9. REPRESENTATIONS AND WARRANTIES OF PARENT. Without limitation of Parent's representations and warranties contained in ARTICLE V of the Purchase Agreement, Parent represents and warrants to Buyer as follows: Parent has the corporate power and corporate authority to execute, deliver and perform this First Amendment. The execution, delivery and performance of this First Amendment by Parent and the consummation by Parent of the transactions contemplated hereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Parent or its stockholders. This First Amendment has been duly authorized, executed and delivered by Parent and constitutes (assuming the valid authorization, execution and delivery of this First Amendment by Buyer) the legal, valid and binding obligation of Parent enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. 10. REPRESENTATIONS AND WARRANTIES OF BUYER. Without limitation of Buyer's representations and warranties contained in ARTICLE VI of the Purchase Agreement, Buyer represents and warrants to Parent as follows: Buyer has the corporate power and corporate authority to execute, deliver and perform this First Amendment. The execution, delivery and performance of this First 10 Amendment by Buyer and the consummation by Buyer of the transactions contemplated hereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This First Amendment has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this First Amendment by Parent) the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles. 11. MISCELLANEOUS. (a) Except as expressly modified hereby, the Purchase Agreement remains in full force and effect. Upon the execution and delivery hereof, the Purchase Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Purchase Agreement, and this First Amendment and the Purchase Agreement shall henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Purchase Agreement. (b) This First Amendment may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to Parent and Buyer. 11 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the day and year first above written. THE SERVICEMASTER COMPANY By: __________________________________ Name: Title: ARAMARK CORPORATION By: __________________________________ Name: Title: 12 EXHIBIT C INTERNATIONAL LICENSES TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Australia/New Zealand Spotless Group Limited N/A (NOTE: Assignment and ---- Assumption relates only to certain obligations to provide updates and technical assistance, and such obligations expire July 1, 2015) Brazil Tecser Facilities Management June 26, 2008 June 26, 2018 Ltda. Chile Modern Service Concepts December 9, 2004 December 9, 2014 China Bright China Service March 6, 2011 March 6, 2021 Industries Ltd. Czech Rep. Euroservis a.s. ServiceMaster April 1, 2011 N/A Czechoslovakia Egypt The Egyptian Company for May 24, 2018 N/A Superior Support Services (Healthcare, Education and Business and Industry) Guam Six D Enterprises December 10, 2007 December 10, 2017 Hong Kong United MediCorp Pte Ltd. October 28, 2008 N/A Japan Duskin Co. Ltd. April 1, 2002 April 1, 2012 (Healthcare) Duskin Co. Ltd. October 31, 2006 October 31, 2016 (Industrial Commercial/ Education) Japan Sanko Inc. December 20, 2011 N/A (Healthcare Food Service) Japan N/A (NOTE: Partial Assignment N/A N/A of Letter Agreement dated September 30, 2000 executed by Brian Oxley and Andrew Bratzel)
13 TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Japan ServiceMaster Japan, Inc. Transitional license to N/A (Industrial expire according to its Commercial/Education) terms (NOTE: Includes September 30, 2000 Letter Agreement executed by William Pollard and Brian Oxley) Jordan ServiceMaster Jordan January 20, 2009 N/A Korea Hyundai Industrial Development March 31, 2003 March 31, 2013 and Construction Co., Ltd. (Healthcare, Education and Business and Industry) Kuwait Al-Essa Medical & Scientific September 9, 2009 N/A Equipment Co. (Healthcare, Education and Business and Industry) Lebanon Ali Mohurrak and Hassam March 25, 2009 March 25, 2019 Mohurrak Malaysia MHL ServiceMaster PTE April 2, 2016 N/A Mexico Servicios Afilidades December 14, 2013 December 14, 2033 Pro-Salud (NOTE: Includes accompanying Trademark Agreement) Philippines Facilities Management Inc. April 11, 2011 April 11, 2026 Qatar Al-Azbi Trading Contracting & November 5, 2008 N/A Services Saudi Arabia Al Majal Al Saudi July 30, 2018 N/A Singapore United MediCorp Pte Ltd. October 28, 2008 N/A South Africa Sirius Development Foundation April 24, 2010 April 24, 2020 Taiwan United MediCorp. Pte Ltd. October 28, 2008 N/A Thailand Vuteq Asia Co., Ltd. December 31, 2010 December 31, 2020 Turkey 4 U Construction Company March 1, 2010 March 1, 2020 U.A.E. UTS ServiceMaster Emirates January 5, 2008 N/A
14 TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Venezuela SM Services, C.A. June 28, 2010 June 28, 2020
15 Annex B SCHEDULE 5.2 CAPITALIZATION [Attached hereto] 16 SCHEDULE 5.5 FINANCIAL STATEMENTS The page attached hereto amends, supplements and restates in its entirety the unaudited consolidated balance sheet of the Companies contained in Schedule 5.5(ii). 17 SCHEDULE 5.9(D) LEASED REAL ESTATE Headquarters: Kowalski-Dickow Associates, Inc. 2300 & 2500 Warrenville Road 11402 N. Port Washington Road Downers Grove, IL 60515 Mequon, WI 53092 East Unit Offices: CMI Group, Inc. 527 Plymouth Road, Suite 418 424 North 4th Street Plymouth Meeting, PA 19462 Milwaukee, WI 53202 West Unit Offices: Halliwell Engineering Associates LLC 17310 Redhill, Suite 300 865 Waterman Avenue Irvine, CA 92614 East Providence, RI 02914 Manufacturing Shop: Quantum Resource Corporation 2296 Cornell Avenue 300 Arboretum Place, Suite 500 Montgomery, IL 60538 Richmond, VA 23236 Storage Space: ServiceMaster Management Services of Unit 135 Canada Inc. 1661 Quincy Avenue 6540 Tomken Road Naperville, IL 60540 Mississauga, Ontario, LST 2E9 CANADA 18 SCHEDULE 5.11(A) LIST OF INTELLECTUAL PROPERTY The pages attached hereto amend, supplement and restate only the following pages of SCHEDULE 5.11(A): ServiceMaster Domestic Patent Applications and Registrations United States Marks Utilized by Quantum Resource Corporation United States Marks Utilized by ServiceMaster Management Services Limited Partnership Technical Development Marks Utilized in Canada and Mexico Technical Development Marks Utilized Outside North America 19 SCHEDULE 5.11(C) RIGHT, TITLE AND INTEREST IN INTELLECTUAL PROPERTY DOMESTIC: Domain Deluxe, a company that sells domain names, has obtained the registration for the domain name www.QuantumCareers.com. It has priced this domain name at $3,380, and has rejected offers for lower prices. The ServiceMaster Company filed an application with the USPTO to register the QUANTUM CAREERS mark, Ser. No. 78/060,590, on April 26, 2001. The mark was approved for publication on 5 August 2001, but has not yet been assigned a publication date by the PTO. Prior to closing, The ServiceMaster Company and any predecessors of The ServiceMaster Company will assign rights in each item of intellectual property identified in Schedule 5.11(a), including federal applications and registrations, to ServiceMaster Management Services, Inc. INTERNATIONAL: None. 20 SCHEDULE 5.14(A) CONTRACTS Section (vii) of Schedule 5.14(a) is amended, supplemented and restated in its entirety as follows: (vii) Transition License Agreement dated September 30, 2000 between The ServiceMaster Company and ServiceMaster Japan, Inc. Letter Agreement dated September 30, 2000 between The ServiceMaster Company and Brian Oxley and Chris Oxley, principals of ServiceMaster Japan, Inc. Letter Agreement dated September 30, 2000 between The ServiceMaster Company and Brian Oxley Distributorship Agreement effective January 1, 1999 between The ServiceMaster Company and GlobalServe L.L.C., as amended. International Licenses: TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Australia/New Zealand Spotless Group Limited N/A (NOTE: Assignment and ---- Assumption relates only to certain obligations to provide updates and technical assistance, and such obligations expire July 1, 2015) Brazil Tecser Facilities Management June 26, 2008 June 26, 2018 Ltda. Chile Modern Service Concepts December 9, 2004 December 9, 2014 China Bright China Service March 6, 2011 March 6, 2021 Industries Ltd. Czech Rep. Euroservis a.s. ServiceMaster April 1, 2011 N/A Czechoslovakia Egypt The Egyptian Company for May 24, 2018 N/A Superior Support Services (Healthcare, Education and Business and Industry) Guam Six D Enterprises December 10, 2007 December 10, 2017
21 TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Hong Kong United MediCorp Pte Ltd. October 28, 2008 N/A Japan Duskin Co. Ltd. April 1, 2002 April 1, 2012 (Healthcare) Duskin Co. Ltd. October 31, 2006 October 31, 2016 (Industrial Commercial/ Education) Japan Sanko Inc. December 20, 2011 N/A (Healthcare Food Service) Japan N/A (NOTE: Partial Assignment N/A N/A of Letter Agreement dated September 30, 2000 executed by Brian Oxley and Andrew Bratzel) Japan ServiceMaster Japan, Inc. Transitional N/A (Industrial license to expire Commercial/Education) according to its terms (NOTE: Includes September 30, 2000 Letter Agreement executed by William Pollard and Brian Oxley) Jordan ServiceMaster Jordan January 20, 2009 N/A Korea Hyundai Industrial Development March 31, 2003 March 31, 2013 and Construction Co., Ltd. (Healthcare, Education and Business and Industry) Kuwait Al-Essa Medical & Scientific September 9, 2009 N/A Equipment Co. (Healthcare, Education and Business and Industry) Lebanon Ali Mohurrak and Hassam March 25, 2009 March 25, 2019 Mohurrak Malaysia MHL ServiceMaster PTE April 2, 2016 N/A
22 TERRITORY LICENSEE EXPIRATION DATE EXPIRATION OF RENEWAL PERIOD --------- -------- --------------- ---------------------------- Mexico Servicios Afilidades December 14, 2013 December 14, 2033 Pro-Salud (NOTE: Includes accompanying Trademark Agreement) Philippines Facilities Management Inc. April 11, 2011 April 11, 2026 Qatar Al-Azbi Trading Contracting & November 5, 2008 N/A Services Saudi Arabia Al Majal Al Saudi July 30, 2018 N/A Singapore United MediCorp Pte Ltd. October 28, 2008 N/A South Africa Sirius Development Foundation April 24, 2010 April 24, 2020 Taiwan United MediCorp. Pte Ltd. October 28, 2008 N/A Thailand Vuteq Asia Co., Ltd. December 31, 2010 December 31, 2020 Turkey 4 U Construction Company March 1, 2010 March 1, 2020 U.A.E. UTS ServiceMaster Emirates January 5, 2008 N/A Venezuela SM Services, C.A. June 28, 2010 June 28, 2020
23 SCHEDULE 8.4(D) POLICIES ENDORSED TO NAME ARAMARK AS ADDITIONAL INSURED POLICY TYPE AND CARRIER PERIOD ------------------------------ ----------------- General Liability - Zurich 11/30/96-11/30/01 Automobile Liability - Zurich 11/30/96-11/30/01 Foreign "DIC" Liability - Zurich 11/30/96-11/30/01 Third party pollution - AIG 11/30/96-11/30/01 Fiduciary - Chubb 11/30/96-11/30/01 EPLI - Chubb 11/30/96-11/30/01 Fidelity and crime - Chubb 11/30/96-11/30/01 24 SCHEDULE 8.4(E) RUN OFF ENDORSEMENTS POLICY TYPE AND CARRIER PERIOD -------------------------------------------- ----------------- Umbrella policy relating to general and 12/1/01-12/1/06 automobile liability ($150 million excess of $101 million) - XL Umbrella policy relating to general and 12/1/01-12/1/06 automobile liability ($75 million excess of $251 million) - ACE 25 SCHEDULE 8.4(F) EXTENDED REPORTING PERIOD ENDORSEMENTS POLICY TYPE AND CARRIER PERIOD ----------------------------------- ----------------- Directors and Officers - Chubb 12/1/01-12/1/07 Excess D&O - CNA 12/1/01-12/1/07 Fiduciary - Chubb 12/1/01-12/1/06 EPLI - Chubb 12/1/01-12/1/06 Punitive Damage Wraparound - Chubb Atlantic 12/1/01-12/1/06 26