MASTER DISTRIBUTION AGREEMENT

Exhibit 10.1

ARAMARK

MASTER DISTRIBUTION AGREEMENT

BETWEEN

SYSCO CORPORATION

AND

ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC.

TABLE OF CONTENTS

 

 

i

 

ii

MASTER DISTRIBUTION AGREEMENT

THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of November 25, 2006 (the “Effective Date”) by and between ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC. (“ARAMARK”) and SYSCO CORPORATION (“SYSCO”).

RECITALS:

A. ARAMARK and SYSCO are parties to a certain Master Distribution Agreement dated as of February 1, 2002, as amended and extended (the “Prior Agreement”).

B. Under the Prior Agreement, SYSCO provided distribution services to ARAMARK, its affiliates and Components (hereinafter defined).

C. Based on the overall volume of purchases made by ARAMARK and its Components, and the business opportunities presented to SYSCO, ARAMARK and SYSCO have agreed to modify the terms and conditions under which distribution services are provided to the Components (hereinafter defined), as hereinafter set forth.

AGREEMENT:

NOW, THEREFORE , in consideration of the promises contained herein, and with intent to be legally bound, ARAMARK and SYSCO agree, effective as of the Effective Date, as follows:

1. SCOPE.

(a) Scope . Under this Agreement, SYSCO and its operating subsidiaries and other affiliates (the “Operating Companies”) will distribute a full line of food service products, including without limitation, the products listed on Exhibit A , to service locations managed by ARAMARK and its affiliates and designated by ARAMARK as participating in the SYSCO Distribution Program (the “Components”). SYSCO will cause the Operating Companies to perform in accordance with the terms and conditions of this Agreement. *

(b) Designation of Distributors.

(1) The Operating Companies set forth on Exhibit B are designated as Primary Distributors (hereinafter defined) under this Agreement. The term “Primary Distributor” shall mean any Operating Company designated by ARAMARK as the primary, authorized distributor of food service products within the product categories set forth in Section 2(a) for certain Components.

(2) From time to time, ARAMARK may designate additional Operating Companies as Primary Distributors, with the consent of SYSCO, which will not be unreasonably withheld.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(c) Primary Distributor Status . ARAMARK will grant SYSCO and all Primary Distributors, the opportunity to supply, on a preferred (but not exclusive) basis, products in the categories in Section 2(a). As preferred distributors, SYSCO and the Primary Distributors will be the distributors designated by ARAMARK as the primary, authorized distributors of such products to the Components. With respect to service locations which come under management by ARAMARK’s affiliates after the Effective Date, ARAMARK will in good faith consider designating those locations as Components under this Agreement. However, ARAMARK makes no guarantee, warranty or other commitment that all food service locations managed by ARAMARK’s affiliates will purchase any products, or any minimum quantity of products from SYSCO or any Primary Distributor or other Operating Company to the exclusion of any other vendor. *

(d) Operating Company Transitioning . To create more efficient geographic boundaries for the Primary Distributors and Components, and therefore improve service levels, from time to time SYSCO may request and ARAMARK may agree, to transition one or more designated Components from being serviced by one Operating Company to being serviced by another Operating Company. Such transition will be conditioned upon: (1) SYSCO’s * of products purchased from the new Operating Company will not exceed SYSCO’s * of products from the former Operating Company, (2) the specified products available from the new Operating Company will be the same as the specified products available from the former Operating Company, and (3) the transitioned Components will be permitted to participate fully by the new Operating Company in all food shows and similar promotions. SYSCO and ARAMARK will establish and apply a protocol for identifying Components to be transitioned and for ensuring that the conditions in (1), (2) and (3) are met at and after the transition for 24 months. At the time of a transition related to a transition from one Operating Company to another, or in connection with an acquisition or other transaction, ARAMARK may request, and SYSCO will in good faith consider, a * .

2. PRODUCT CATEGORIES.

(a) SYSCO will cause its Operating Companies to distribute a full line of food service products under this Agreement including without limitation, SYSCO brand products, products bearing national brands, and other products selected by ARAMARK and meeting ARAMARK’s specifications, including without limitation, ARAMARK Proprietary Merchandise (defined in Section 11). The product categories are as follows:

 

(1)

Healthcare

 

(2)

Dairy (including eggs)

 

(3)

Meats

 

(3A)

Specialty Meats

 

(4)

Seafood

 

(5)

Poultry

 

(6)

Frozen (other than frozen Meats, Seafood and Poultry)

 

(7)

Canned and Dry

 

(8)

Paper & Disposables

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(9)

Chemicals & Janitorial

 

(10)

Supplies & Equipment

 

(11)

Produce

 

(12)

Beverage (including coffee and postmix products)

Exhibit A identifies each product category, * . Products identified with a “W” under the heading “Calc Freq” on Exhibit A are priced weekly, and are hereinafter referred to as “Market Commodity Products”. Products identified with a “U” or with a “T” under such heading on Exhibit A are priced monthly, or based on the date of last receipt, respectively, in accordance with Sections 8 and 9 of this Agreement.

(b) Unless otherwise specified by ARAMARK, when a specific SYSCO labeled product is purchased for a Component, only SYSCO label products bearing the brand SYSCO Classic and Reliance will be sold and delivered to such Component to ensure consistency of quality and costs; provided that an equivalent product bearing the Classic or Reliance label is stocked by the Operating Company. SYSCO will use its best efforts to cause the Operating Companies to stock Classic and Reliance. Any SYSCO label product supplied which is not SYSCO Classic or Reliance label, will be consistent with the specifications and quality of the SYSCO Classic or Reliance label. SYSCO will use its best efforts to notify ARAMARK and Components of any modification to a specification for the brand SYSCO Classic, the brand SYSCO Reliance or any other SYSCO brand. Without limiting Section 11, ARAMARK will use reasonable efforts to assist SYSCO in stabilizing and ultimately reducing, where practical, the number of SKU’s associated with servicing Components.

(c) ARAMARK acknowledges that SYSCO receives earned income and obtains operational advantages from the sale of SYSCO brand products to Components. SYSCO acknowledges that ARAMARK as a global food service provider in a highly competitive marketplace must retain discretion to select products for use at food service locations managed by ARAMARK’s affiliates. Accordingly, SYSCO may at any time and from time to time, offer to provide SYSCO brand products to ARAMARK and Components. ARAMARK may, in its discretion and exercising its judgment as a global food service provider, choose to purchase SYSCO brand products which are reasonably equivalent (as determined by ARAMARK in its discretion and exercising such judgment) to other products from other vendors of ARAMARK.

3. SERVICE.

(a) Operating Companies will provide Components with complete and timely service in all aspects of distribution services to be provided under this Agreement, including without limitation, (1) achieving the agreed-upon fill rate of each order, in the aggregate, (2) providing proper follow up of each order as required by each Component, (3) correcting untimely or incomplete deliveries and deliveries of damaged, spoiled or pilfered products and (4) preventing their recurrence. The term “fill rate” is defined as for each order, the percentage of items of products ordered by a Component which are actually delivered to such Component. The agreed upon fill rate is * . After the end of each ARAMARK fiscal quarter, SYSCO will report to ARAMARK each Operating Company’s fill rates for Components served by each Operating Company.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(b) To facilitate order placement, SYSCO will make available to ARAMARK prior to their effective date, weekly and monthly price order guides (the “Order Guides”) through eSYSCO, SYSCO’s internet order entry system, or another third party remote order entry system mutually acceptable to the parties (in either case, an “Order Entry System”). All Order Guides (1)  will, for each product, contain a product description and identify the brand, pack and size, quality and grade, item code number, line item number, and price of such product, (2)  will correspond with ARAMARK’s Periods (hereinafter defined), (3)  will be customized and tailored to the product requirements of the ARAMARK line of business of which the Component is a part, and (4)  will, upon adding a new product, map the item to the corresponding sequencing chart product category, providing ARAMARK’s general ledger account code. Additionally, new SYSCO product categories will be mapped to a corresponding ARAMARK product category. Order Guides will be distributed weekly and monthly. Weekly Order Guides will identify prices of all Market Commodity Products. For those Components which do not order electronically, Operating Companies will provide hard copy weekly Order Guides on a weekly basis, and hard copy monthly Order Guides on a monthly basis, prior to their effective dates. The term “Period” is defined as each of those 12 accounting periods, which together comprise a fiscal year of ARAMARK. In addition, each month, upon ARAMARK’s request, each Operating Company will send to ARAMARK, a copy of such Operating Company’s * for such month, at least seven days prior to the effective date of such * . Further, ARAMARK shall have access to * on the application of the * to * , on an as-requested basis. Order guides and SYSCO invoices will correspond to ARAMARK’s general ledger account codes.

(c) Each Operating Company will assign a salaried, non-commissioned Account Executive and a Customer Service Representative to ARAMARK’s account. The SYSCO Account Executive and the SYSCO Customer Service Representative will maintain contact with the manager (or his designee) of each Component served by the Operating Company which assigned them, on a basis satisfactory to each Component manager (or his designee), to ensure complete service levels, to enter and check the accuracy of orders and to resolve service and product deficiencies. In addition, each SYSCO Account Executive will visit each Component served by such SYSCO Account Executive and meet with the manager of such Component, at least once each month on a date and at a time satisfactory to each of them.

(d) The mechanics of service, including without limitation, credits and pick-ups, will be established by the Component manager (or his designee), the assigned SYSCO Account Executive and the assigned Customer Service Representative, based on the policies and procedures manual prepared and supplied by SYSCO and approved by ARAMARK under Section 16.

(e) Operating Companies will provide each Component location with at least one delivery each week. More or less frequent deliveries may be agreed upon by the Component manager (or his designee) and the Operating Company’s assigned Account Executive on a Component-by-Component basis.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(f) Upon request by a Component, Operating Companies will provide to that Component those products not normally carried in inventory but which are required for special events, provided that the Component gives reasonably adequate notice of its requirements. ARAMARK will use reasonable efforts to minimize or avoid returns after special events, i.e. irregular, one-time events. *

(g) SYSCO shall provide at its cost and expense, a SYSCO Account Executive acceptable to ARAMARK, who shall be based in the ARAMARK Tower, Philadelphia, PA or such other location as ARAMARK may designate and who shall report to ARAMARK’s Vice President, Distribution. SYSCO agrees that SYSCO and such SYSCO employee may be required to execute, and if requested, shall execute, a nondisclosure agreement in form reasonably satisfactory to counsel for SYSCO and ARAMARK, to protect and avoid or limit disclosure of any trade secrets or other confidential or proprietary information of ARAMARK or information of third parties whose confidentiality has been entrusted to ARAMARK.

(h) With respect to account management, SYSCO, at a level at least as high as its Vice President, Multi-Unit Sales, will conduct in person business reviews with ARAMARK, on a quarterly basis. Included in such meetings will be a SYSCO finance person, at a level at least as high as Corporate Controller. In addition, SYSCO will provide to ARAMARK, on a quarterly basis, reports of credits due to ARAMARK from each Operating Company, and SYSCO will make a SYSCO finance person, at a level at least as high as Corporate Controller, available to review such reports with ARAMARK, and responsible to implement follow-up actions established during such reviews with ARAMARK.

(i) With respect to research and development activities, SYSCO will provide to ARAMARK the opportunity to engage in test, pilot or co-development projects with SYSCO any new marketing, merchandising and promotional concepts created by SYSCO for SYSCO customers in general, such as new kiosks or new brands, but not projects specific to a single customer. SYSCO will notify ARAMARK of any such opportunity. ARAMARK may accept such opportunity by notice to SYSCO given not more than 30 days after receipt of notice from SYSCO. SYSCO and ARAMARK will then establish the parameters of the test, pilot or co-development project, and SYSCO and ARAMARK will implement such project. * If the project implementation is unreasonably delayed by ARAMARK, SYSCO may cancel the project * .

4. DELIVERY.

(a) Each Operating Company will establish a delivery schedule for each Component served by the Operating Company, as agreed upon by the Component manager and the Operating Company’s assigned Customer Service Representative or Account Executive. The number of deliveries to each Component will be determined by the service level required, subject to Section 3(e).

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(b) All Operating Companies will use their best efforts to make all deliveries between the hours of 7:00 a.m. and 11:30 a.m., and 1:00 p.m. and 5:00 p.m., unless such times are otherwise expanded by the Component manager.

(c) SYSCO and ARAMARK have entered into this Agreement to achieve the highest and best level of service, product delivery, and product quality, and the most efficient and consistent cost and pricing to ARAMARK. SYSCO acknowledges that ARAMARK and Components will require, in each geographic area, and from each Operating Company, different delivery schedules to provide the highest and best service levels, and the most efficient and consistent cost and pricing, to ARAMARK. SYSCO therefore acknowledges and specifically agrees that SYSCO and each Operating Company will cooperate and agree with ARAMARK and Components as to deliveries and service on a basis mutually acceptable to ARAMARK and such Operating Company.

5. REPORTING.

(a) SYSCO Corporate, or each separate Operating Company, will provide ARAMARK and Components with electronic Order Guides, in accordance with Section 3(b). SYSCO will maintain an electronic link between SYSCO and ARAMARK’s Corporate Office so that all weekly and monthly Order Guides will be transmitted electronically to ARAMARK’s Corporate Office by direct electronic link. If requested, SYSCO will provide a copy of the disaster recovery and business continuance plan for SYSCO and any Operating Company.

(b) SYSCO Corporate or each separate Operating Company will provide the following reports to ARAMARK.

(1) SYSCO will compile ARAMARK’s computerized product usage data (“Usage Data”) and provide Usage Data to ARAMARK electronically via FTP server or other electronic communications for input into ARAMARK’s computer product tracking systems. ARAMARK will develop and maintain their proprietary product tracking systems.

(2) Upon ARAMARK’s written request, SYSCO will provide * , the Usage Data provided to ARAMARK and the Components, subject to the below listed conditions: (i) the information will only be made available in one of SYSCO’s standard electronic formats or utilizing * standards; (ii) ARAMARK shall ensure that * .

(3) SYSCO will provide the Usage Data to ARAMARK on a daily basis. The daily data transmission is required by ARAMARK’s E-RECEIVING system. SYSCO will provide Usage Data to ARAMARK in a form and content compatible with E-RECEIVING and otherwise in compliance with ARAMARK’s written E-RECEIVING specifications. Daily Usage Data will be provided to ARAMARK no later than * Time, with this data representing transactions between ARAMARK and SYSCO performed the previous day at each Operating Company.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(4) SYSCO will also provide the Usage Data to ARAMARK on a monthly basis. The monthly data transmission is required by ARAMARK’s ARATRACK system until such time as data produced or calculated by SYSCO is made available to ARAMARK, permitting the transition to the daily file data format. SYSCO will provide Usage Data to ARAMARK in a form and content compatible with ARATRACK and otherwise in compliance with ARAMARK’s written ARATRACK specifications. Monthly Usage Data will be provided to ARAMARK no later than the second Tuesday following the close of each Period.

(5) Usage Data will be provided at * cost to ARAMARK. SYSCO will provide ARAMARK with data that will permit both to * Order Entry Systems in use by the Components.

(6) The parties agree to the following provisions regarding electronic invoices: (i) ARAMARK anticipates the on-time receipt of electronic copies of invoices regardless of Operating Company with “on-time” defined as receipt of invoice upon the next regularly scheduled file transmission after product delivery by the delivering Operating Company; (ii) the goal for on-time receipt of electronic invoices is * at each Operating Company for each delivery day of week; and (iii) queries related to the daily delivery of invoicing data with respect to file content or transmission will be addressed by a manned Help Desk support function capable of responding within * of inquiry and such queries will be restricted to the file’s transmission and will not address specific field-level data values.

(7) The parties acknowledge that some ARAMARK customers, (individually a “* Source Customer” and collectively, * Source Customers”) have requested ARAMARK to provide information on purchases of food products which have been grown or raised in * in which a * Source Customer is located and in * contiguous to such * (the “* Source Region”), or have been processed or packaged into products in such * Source Region, and which products (“* Source Products”) have been purchased by ARAMARK for such * Source Customers. When requested by ARAMARK in specified * , Operating Companies or, at SYSCO’s election, SYSCO Corporate, will use their best efforts to provide a monthly report relating to each * Source Customer showing the total purchases of * Source Products by such * Source Customer, providing the vendor identity and SKU for each such * Source Product, within twenty (20) days of the end of the month covered by the report. If a * Source Customer requests reporting other than that described in this Paragraph 5(b)(7), the parties will use reasonable good faith efforts to provide such reporting, provided that if such reporting would require the expenditure of significant additional time * by SYSCO or any Operating Company, the parties shall discuss in good faith such steps and actions to respond to such request in a fashion which either modifies the request so that SYSCO is able to comply with such request or * SYSCO or the Operating Companies for the additional time * which would result from honoring the request.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

6. ORDERING PROCEDURES.

(a) Ordering Guidelines . All orders will be placed by Components, ordering by product item or line numbers shown in the Order Guides. SYSCO and each of the Operating Companies will use their best efforts to establish uniform product item code numbers and to provide to Components electronic order entry software packages or electronic order entry transmission capability for order placement.

(b) Placing Orders . Each Component will place orders through an Order Entry System. Each Component that * will be assigned a call day and approximate call time for placing orders and will be notified of the assigned call day and time. The assigned SYSCO Customer Service Representative will call for the orders on the assigned call day at the approximate call time. Those Components placing orders through an Order Entry System will have access to a SYSCO Order Entry System that is specifically designed for either broadband (e.g.: e-SYSCO) or dial-up (e.g.: RIO Lite) data communication. All SYSCO Order Entry Systems will be functional within the constraints defined for the application and will be maintained and supported to meet the ordering requirements of all Components. In the event that a Component encounters a problem in the use of an Order Entry System or in the content of the data presented, a manned Help Desk support function will be available to the Component when required to assist in resolving any issues arising from the use of the Order Entry System.

(c) Specified Products Program . Each Operating Company will incorporate ARAMARK’s Specified Products Program into its written procedures (and where established, into its computer systems and procedures) for responding to orders placed by Components. * . ARAMARK will from time to time notify SYSCO of those products which are preferred under ARAMARK’s Specified Products Program. SYSCO will notify Operating Companies of such products.

(d) Emergency Orders . Any Component may place, and the Primary Distributor serving the Component will fill, emergency orders to provide continuity of service. The Primary Distributor serving the Component placing an emergency order will fill each emergency order at a price established in the manner provided in Section 9. Flagrant abuse of emergency order procedures may be brought to the attention of ARAMARK’s Regional Distribution Managers by SYSCO.

(e) Substitution of Products . Except as provided in Section 6(d), no Operating Company may substitute any products for other products ordered by Components. Products which are out of stock or product substitutions made pursuant to Section 6(d) in connection with ARAMARK’s Specified Products Program will be communicated to each Component, prior to delivery as follows. The Operating Company’s Customer Service Representative will call those Components affected and will suggest substitute products to be shipped. Substitute products will be shipped to a Component affected only after the Component manager (or his designee) has approved

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

the substitution. A substituted product of higher quality or grade than the product ordered will be sold at the price in effect at the time of the order for the product originally ordered, calculated pursuant to Section 9 unless the substitution is the result of a supplier’s failure to timely supply SYSCO. A substitute product of lower quality than the product ordered, will be sold at the price in effect at the time of the order for that substitute product, calculated pursuant to Section 9.

(f) Shortages . SYSCO and each Primary Distributor acknowledge that the designation of a SYSCO operating company as a Primary Distributor limits the circumstances in which ARAMARK and Components will purchase from alternate suppliers. Therefore, where a Component orders from a Primary Distributor, SYSCO and the Primary Distributor will use their respective best efforts to supply such Component with its entire order if product is available in the marketplace.

7. TERMINATION.

(a) Upon 60 days’ prior written notice to SYSCO, ARAMARK may terminate any Operating Company’s designation as a Primary Distributor in one or more market areas, as to one or more Components, or any combination thereof. If, however, ARAMARK desires to so terminate any Operating Company’s designation as a Primary Distributor as a result of the expiration or termination of any contract pursuant to which an affiliate of ARAMARK manages a Component, ARAMARK will not be obligated to provide 60 days’ prior written notice and ARAMARK will provide only such prior written notice as ARAMARK determines to be practical under the circumstances. SYSCO will notify the terminated Operating Company of its termination, the scope of its termination and the termination date. ARAMARK will order and the terminated Operating Company will deliver to one or more locations designated by ARAMARK all ARAMARK Proprietary Merchandise on hand in inventory within 30 days after the termination date.

Either party may terminate this Agreement upon 180 days’ prior written notice to the other party. The term of this Agreement will commence as of November 25, 2006 and shall continue in effect until November 30, 2010, unless sooner terminated.

8. CALCULATION OF COST.

* Cost-Based Program . Except as otherwise provided in Section 9(e), all prices to ARAMARK for products, including without limitation, substitute products and products not listed in a Order Guide, will be calculated on SYSCO’s cost (hereinafter defined), plus a defined margin based on product category, major description, intermediate description and minor description as set forth on Exhibit A . No changes may be made to Exhibit A without ARAMARK’s prior written consent. In addition, the parties acknowledge that where a contract client of ARAMARK or its affiliates competitively bids such client’s purchasing program directly, SYSCO may bid at such costing and pricing as SYSCO in its sole discretion, chooses. Should SYSCO be awarded any such bid, the purchases made pursuant to the bid shall not be included in

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

the total purchases upon which SYSCO is obligated to pay ARAMARK the National Volume Discount, Marketing, Produce Incentive and SYSCO Brand Performance allowances under Section 10 and any other allowance agreed upon by the parties. SYSCO acknowledges that ARAMARK and its affiliates, under their respective operating agreements with contract clients, are responsible for the purchasing of food, beverages and other supplies. *

(b) Definition of SYSCO’s Cost . The term “SYSCO’s cost” is defined as the Vendor’s Last Invoice Price, plus * freight charged (including freight charged by SYSCO’s affiliated entity which assumes the internal freight function (“SYSCO Logistics”)), if not included in the Vendor’s Last Invoice Price, less all off-invoice vendor allowances, discounts and off-invoice promotions for the period of the promotion, excluding cash discounts, breakage allowances and spoilage allowances.

(1) The term “Vendor’s Last Invoice Price” is defined as, for each product received, * (i) the invoice price shown on the last invoice for such product issued by the product vendor including the * , Inc. and its * (collectively, “*”), prior to the date on which an Operating Company calculates SYSCO’s cost and establishes the price of such product, and (ii) * Where ARAMARK establishes contract pricing for a product as described in Section 9(d) and 9(e), (whether FOB plant or delivered to SYSCO’s dock), the Vendor’s Last Invoice Price, for purposes of calculating SYSCO’s cost and the sell price of such product, will be * . For the avoidance of doubt, ARAMARK contract pricing will include contracts where ARAMARK’s vendor has agreed to supply products to ARAMARK through ARAMARK’s designated distributor at the vendor’s truckload quantity price, without regard to the actual size of the load shipped or delivered by the vendor.

*

*

* Cash discounts, actual and imputed, breakage allowances, spoilage allowances and the cost recovery and earned income referenced in Section 8(b)(6) will be excluded from the calculation of SYSCO’s cost of a product. Operating Companies will not increase the cost of any product by an imputed cash discount, if the vendor does not offer a cash discount. Operating Companies will not decrease SYSCO’s cost of any product by the amount of any actual cash discount made available by the vendor to the Operating Company, except as provided in Section 9(d)(5). *

(5) Allowances (including bid and nonprofit allowances and USDA bill-backs) granted by manufacturers to be passed along to ARAMARK and its Components will be passed along as * , prior to * .

(6) SYSCO and Operating Companies perform value-added services for suppliers of SYSCO brand and other products over and above procurement activities

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

typically provided. These value-added services include regional and national marketing, freight management, consolidated warehousing, quality assurance and performance-based marketing. SYSCO may recover the costs of providing these services and may also be compensated for these services and considers this compensation to be earned income. Receipt of such cost recovery or earned income does not affect product cost.

(c) Net Weight Definition . With respect to the calculation of SYSCO’s cost of * products, the term “net weight” means the gross weight of a case, the packaging and the * product in the case, less the weight of the case and the packaging. The net weight, as defined in this sub-Section, will be used, with respect to * products, for all purposes, including calculation of * . For the avoidance of doubt, the * of all products will be calculated on the net weight set forth on the * or * most recent * .

9. PRICING AND MARGINS.

(a) Pricing Calculations and Adjustments.

(1) SYSCO will cause each Operating Company to calculate SYSCO’s cost and to establish prices for all products sold to ARAMARK and its Components (other than Market Commodity Products) using Vendor’s Last Invoice Price prior to the commencement of each Period. SYSCO will cause Operating Companies to sell all products (other than Market Commodity Products) ordered by ARAMARK during such period at such prices. Prior to expiration of each Period, SYSCO and each Operating Company will establish prices of all products (other than Market Commodity Products), which will be in effect for the next following Period and which will reflect increases or decreases in the Vendor’s Last Invoice Price for such Products.

(2) SYSCO will cause each Operating Company to calculate SYSCO’s cost of, and to price, Market Commodity Products on the date associated with such Operating Company, as set forth on Exhibit B , and such prices will remain in effect for the time period set forth on Exhibit B . Pricing for fresh produce and fresh fish and fresh shellfish will be adjusted * , with pricing based on SYSCO’s cost for the last receiving the day before the price becomes effective. *

(b) Primary Distributor Pricing.

(1) Sell Price . Except as provided in Section 9(e), all prices to ARAMARK from Primary Distributors will be SYSCO’s cost, plus a defined margin based on product category, * . No changes will be made to Exhibit A without the prior consent of ARAMARK. Unless otherwise specifically noted on Exhibit A , the margin of each product on Exhibit A is a * such that the price of such product will equal * . Notwithstanding anything in this Agreement to the contrary, the * on sell for frozen pizza delivered to * , and for plastic, fiber and composite disposable trays delivered * , will be * , and * , respectively.

(2)* procedure . Every quarter during the term, SYSCO will provide to ARAMARK with a * report patterned on Exhibit A , showing where all products distributed by SYSCO and its Operating Companies have been classified for purposes of calculating SYSCO’s cost and sell prices, by product category, * . *

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(c) Smallwares, ChefEx and Drop Ship Pricing . SYSCO will provide Components with kitchen, cooking, storage and handling equipment and tabletop items and smallwares (collectively, “Smallwares”). SYSCO will deliver Smallwares to Components, at SYSCO’s option, from Operating Companies, direct from the manufacturer or from SYSCO’s Central Warehouse network located around the country.

(1) From Operating Companies . All prices for Smallwares shipped from Operating Companies to Components will be at SYSCO’s cost, plus a * .

(A) Any Smallwares orders in excess of $* (but less than $*) will be at SYSCO’s cost, plus * .

(B) Any Smallwares orders equal to or exceeding $* will be at SYSCO’s cost, plus * .

* From Manufacturers (Drop Ship) . All prices for Smallwares, light equipment, capital equipment and other products drop shipped from a manufacturer’s factory or distribution facility to Components will equal SYSCO’s cost, plus a * . All prices for drop shipped products in SYSCO’s product category 3 (Meats) and category 5 (Poultry), other than such products purchased through SYSCO’s ChefEx network (which will be priced in accordance with Paragraph 9(c)(3)), will equal SYSCO’s cost, plus a $* . Freight costs will be included in SYSCO’s cost * .

(3) From Central Warehouse . All prices for Smallwares shipped to Components from a SYSCO Central Warehouse on behalf of the Operating Company will be at SYSCO’s cost for such Operating Company, plus a * . Freight will be charged only on orders under $* . All products other than Smallwares, shipped from the delivering SYSCO Central Warehouse, will be at SYSCO’s Cost for the Operating Company, plus * . Freight to the Component from the delivering SYSCO Central Warehouse will be charged only on orders under $* .

(4) From ChefEx . All prices for products purchased through SYSCO’s ChefEx network will equal SYSCO’s cost, plus a * margin on sell, plus the normal express delivery charge (e.g., *) to deliver ChefEx products. If requested by ARAMARK *, SYSCO will cooperate with ARAMARK to utilize * shipping rates for ARAMARK’s ChefEx purchases.

(d) Contract Pricing.

(1) Coffee . Operating Companies will obtain ARAMARK’s premium blend coffee for ARAMARK’s manual and vending operations through deliveries from ARAMARK approved roasters. Operating Companies will deliver ARAMARK’s premium blend coffee to Components at the prices invoiced to the Operating Companies by ARAMARK approved roasters, plus * SYSCO and each Operating Company will not

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

add any surcharge, fee, or other amount to the price of ARAMARK premium blend coffee charged to any Component. * . Operating Companies will deliver * products to Components at the agreed price established between * and ARAMARK and a National Volume Allowance (hereinafter defined) will not be paid on any * products.

(2) Chemicals . Operating Companies will deliver chemical products to Components at the prices for those products established under ARAMARK’s contract with the manufacturer(s) of such products.

(3) Disposables . Operating Companies will deliver disposable products, such as those sold by * or another ARAMARK preferred product vendor, to Components at the prices for those products established in ARAMARK’s contract with such vendor, * plus the margin set forth on Exhibit A .

(4) Paper Products . Operating Companies will deliver paper products, such as those sold by * or another ARAMARK preferred product vendor, to Components at the prices established in ARAMARK’s contract with such vendor, plus the margin set forth on Exhibit A .

(5) Certain Other Products . ARAMARK Components currently utilize * Products that are governed by agreements with vendors binding upon * which establish the ultimate price at which the delivering Operating Company must sell such products to the Component. Notwithstanding Section 9, the Sell Price for these products shall be the amount prescribed (or calculated in accordance with) the agreement with such vendor. Current products where the price to the Component is so determined are fountain syrup products (bag-in-box) from * and * and * . No additional products where the sell price to the Component is so determined may be added without the prior written consent of ARAMARK and SYSCO. *

(e) * and * (fountain syrup) . SYSCO will cause Operating Companies to distribute * and * fountain syrup at the respective * and * national chain account contract prices as stipulated by the * and the comparable * and * programs; provided that each Operating Company will reduce SYSCO’s price to Components for syrup by the amount of the cash discount received by the Operating Company from * . *

(f) * and other Contract Pricing . From time to time ARAMARK may choose to enter into * and contract pricing agreements with manufacturers. ARAMARK will notify SYSCO of the relevant terms of those agreements. SYSCO will cause Operating Companies to perform this Agreement in a manner consistent with such agreements. ARAMARK will endeavor to give SYSCO 30 days advance notice of the implementation of such agreements and changes thereto.

(g) Fresh Shell Eggs. *

(h) Specialty Meat Items . Where a Component orders premium meat products from a SYSCO specialty meat company through an Operating Company, the

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

price of such products will be SYSCO’s cost, plus a * . The * for specialty meat products are set forth below. The * will be added, in lieu of any other * , including without limitation, those * set forth in Exhibit A . For the avoidance of doubt, specialty meat products are defined as the products listed on Exhibit C. Effective at signing of this Agreement, the * for specialty meat shall be:

 

All billings for specialty meat products will be made by the Operating Companies, unless and until ARAMARK * .

(i) Food Show Participation . SYSCO will allow Component Frontline Managers to place orders at its Operating Companies’ food shows, * so long as the Frontline Managers attend such food shows.

(j) * . For * a Component (subject to the qualification in the following paragraph), SYSCO will include a * (“*”) on the * for such * equal to $* . SYSCO will establish a primary/secondary relationship for multiple account numbers for multiple * from the same location without * (“Common Area *”) in order to ensure the correct aggregation of account numbers. Under these multiple account relationships, the * will appear only on the last * prepared for any set of Common Area * on a given * day, and therefore not on the * for each * in such set of Common Area *. SYSCO will include the * as a line item with a dedicated SUPC number for the * on the * to the receiving Component which will enable ARAMARK to track the * in its systems.

No * will be applicable to * which are the result of an error by SYSCO provided, however, if the receiving Component adds additional products to such * by SYSCO, such additional products will be treated as * subject to the * . ARAMARK and SYSCO will work together in good faith to address any issues that arise out of * made by SYSCO to correct an error by SYSCO.

10. ALLOWANCES. Based on the overall volume of purchases made by ARAMARK and its Components, and the business opportunities presented to SYSCO, SYSCO will provide to ARAMARK the following allowances:

(a) National Volume Discount . SYSCO will pay to ARAMARK a * national volume discount allowance (the “National Volume Allowance”) on any and all purchases by Components, unless otherwise agreed in writing. * will be excluded from such allowance. SYSCO will pay the National Volume, Marketing, and Produce Incentive

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

Allowances earned by ARAMARK based on ARAMARK’s purchases in a Period by the * . In addition to these allowances, and the Performance Allowance, SYSCO will pay to ARAMARK a * prompt payment allowance on all qualified ARAMARK purchases in accordance with Section 12.

(b) Marketing Allowance . Commencing with the Effective Date, SYSCO will pay ARAMARK a national marketing allowance (“Marketing Allowance”) on purchases by Components at the rate of * of total purchases used to calculate the National Volume Allowance. ARAMARK and SYSCO will review the rate of the Marketing Allowance * and, if mutually agreed, will adjust the rate.

(c) SYSCO Brand Performance Allowance . SYSCO shall pay to ARAMARK a Performance Allowance (the “Performance Allowance”), under and subject to the terms and conditions of Exhibit D . SYSCO guarantees that the SYSCO brand version of a product previously supplied to ARAMARK by any such manufacturer with the manufacturer’s brand or other brand shall be packed by such manufacturer.

(d) Produce Incentive Allowance . SYSCO will pay ARAMARK a produce incentive volume allowance (the “Produce Incentive Allowance”) at the rate of * on all products in SYSCO product Category 11 (Produce) (other than the products listed on Exhibit E ), purchased by ARAMARK and its Components. All items in Category 11, set forth in Section 2(a), will be deemed produce, except for the products listed on Exhibit E. At the end of each Period, SYSCO will provide ARAMARK with a report on * purchases, and the * of such purchases into * purchases.

(e) Purchase Verification . Calculation and payment of the allowances earned in this Section for a Period (or any other period of time) shall be based on ARATRACK data; provided, however, that if ARAMARK’s accounts payable data show purchases in excess of the purchases shown on ARATRACK data, for any Period (or other period of time), SYSCO will calculate and pay the allowances described in this Section on that incremental volume of purchases, as well as the volume shown on ARATRACK data for such Period (or other period of time). For the avoidance of doubt, purchases from an Operating Company of products sold to the Operating Company by a Specialty Company or any other affiliate of SYSCO shall be included for purposes of calculating the Allowances.

(f) No Operating Company Variance . No allowances in addition to or greater than those specified in this Section 10 and no pricing varying from the pricing specified in Section 9 shall be applicable or effective without the prior written consent of a corporate officer of SYSCO.

11. ARAMARK PROPRIETARY MERCHANDISE.

(a) When requested by ARAMARK, Operating Companies selected by ARAMARK will stock ARAMARK Proprietary Merchandise, merchandise bearing a national or regional brand and private label merchandise, provided that (1) the manufacturer of such ARAMARK Proprietary Merchandise or other merchandise has delivered to ARAMARK a warranty and indemnity agreement providing protections

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

customarily obtained by ARAMARK, which are extended to SYSCO * is able to obtain its standard Hold Harmless Agreement & Guaranty and Warranty of Product from such manufacturer, and (2) there is a minimum movement of * cases per week for each Operating Company selected by ARAMARK to stock such items. There will be a * day grace period to reach the average movement of * cases per week, commencing on the date SYSCO notifies ARAMARK that the item is in stock at each Operating Company selected by ARAMARK. Where ARAMARK agrees to transition distribution business from one Operating Company to another, SYSCO will waive the * case movement requirement for the stocking of ARAMARK’s Specified Products or other merchandise, other than ARAMARK Proprietary Merchandise, for a period of * from the date of such transition.

(b) ARAMARK Proprietary Merchandise that has been discontinued by ARAMARK will be the responsibility of ARAMARK to deplete from inventories of Operating Companies within * days. ARAMARK will be responsible to deplete perishable items within * days.

(c) The term “ARAMARK Proprietary Merchandise” is defined as only those products purchased at the direction of ARAMARK exclusively for ARAMARK lines of business, manufactured and packaged with the ARAMARK logo or other mark proprietary to ARAMARK.

12. PAYMENT TERMS.

ARAMARK will pay invoices under this Agreement within * after the date of invoice. SYSCO will pay ARAMARK a prompt payment allowance of * on all purchases paid within * days after the date of invoice; provided that for any Period, at least * of the total dollar amount of invoices from SYSCO and the Operating Companies are paid within * after the invoice date (the “* Test”). If for any Period, the * Test is not met, SYSCO will pay the prompt payment allowance only for those invoices which were paid within * days after their dates. SYSCO will pay ARAMARK the prompt payment allowance earned in each Period * . The payment terms in this Section will apply to any arrangement where SYSCO has bid to provide distribution services to a third party, as described in Section 8(a).

13. INVOICING.

(a) Each Operating Company invoice will be addressed to ARAMARK Services, Inc. in care of the component’s name and address, and will include the correct Component number and the Operating Company’s supplier number (as designated by ARAMARK) for payment.

(b) Monthly price changes for all products (other than Market Commodity Products) in the product categories listed in Section 2(a) will become effective with the commencement of each Period. Weekly price changes for Market Commodity Products will become effective on the days, and will remain in effect for the periods, identified in Exhibit B .

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(c) SYSCO will make available Order Guides and an Order Entry System as provided in Sections 3(b), 5(a) and 6(b). As SYSCO provides or ARAMARK orders new products, such products must conform to ARAMARK’s account codes. Operating Companies will identify on each invoice subtotals of products purchased comporting to ARAMARK’s accounting format, which upon request, will be provided to SYSCO for distribution to Operating Companies.

14. AUDIT.

(a) Upon 15 business days’ prior written notice to SYSCO and an Operating Company, ARAMARK may conduct an audit (including verification of such Operating Company’s costs and prices) of any or all Operating Companies, as more fully provided in this Section. ARAMARK’s notice to SYSCO will state:

(1) The Operating Company or companies subject to the audit.

(2) The date, time and place of audit.

(3) The dates of the pricing periods to be audited.

(4) The items to be audited (including without limitation, appropriate computer screens).

(b) ARAMARK will audit * for a period not to exceed * months prior to the date the audit commences (collectively, the “Audit Documents”). Items to be audited will not exceed * line items, whether or not listed items in SYSCO’s Order Guides.

(c) At the time of the audit, ARAMARK will have access to the Audit Documents for all items being audited. *

(d) In addition to the Audit Documents, SYSCO will make available * prior to the date on which SYSCO’s cost and the price of a product is established. SYSCO will also make available * for the dates and pricing periods for which prices established by SYSCO or any Operating Company are to be audited. *

(e) SYSCO also agrees that, upon notification of an audit, each Operating Company which is the subject of the audit will utilize ARAMARK’s format if requested to do so. An example of ARAMARK’s format is attached as Exhibit F . If, on the second audit, (1) such Operating Company does not utilize ARAMARK’s audit format and procedures or does not provide reports or other documents requested by ARAMARK, or (2) * . ARAMARK reserves the right to re-audit, at its discretion, where audit results are unsatisfactory. In that event, ARAMARK may review invoices and freight bills issued an additional * prior to the audit period if such documentation is available. Furthermore, ARAMARK may review additional line items and additional materials, which will be provided by SYSCO upon ARAMARK’s request. *

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

15. INSURANCE AND INDEMNITY.

(a) SYSCO and each Operating Company will obtain and continue in force, during the term of this Agreement, at their own expense, the following insurance coverage:

(1) Workers’ Compensation Insurance and Occupational Disease Insurance as required by the laws of the state or states wherein the work is to be performed.

(2) Employer’s Liability Insurance, with limits of at least $100,000 each claim.

(3) Comprehensive Automobile Liability Insurance with limits on Bodily Injury Liability of $100,000 each person, $1,000,000 each accident and Property Damage Liability of $500,000 each accident, $500,000 aggregate.

(4) Comprehensive General Liability Insurance, including Operations, Product Liability and Contractual Liability coverage, with limits on Bodily Injury and Personal Injury Liability of $1,000,000 each occurrence, $2,000,000 aggregate and Property Damage Liability of $500,000 each occurrence, $500,000 aggregate.

(b) SYSCO and each Operating Company will purchase, obtain and maintain insurance policies providing the above-required coverage from qualified insurance companies rated by A. M. Best Company, Inc. (or any successor rating agency similarly recognized by the insurance industry) (the “Rating Agency”) in one of the three highest categories of the Rating Agency. Each insurance policy will name ARAMARK, ARAMARK Corporation and their subsidiaries as additional insured, will not contain any cross-liability exclusions and will not be cancelled or materially changed without thirty (30) days’ prior written notice to ARAMARK. Such insurance may be provided in the form of blanket policies covering SYSCO and all of its operating divisions and subsidiaries, including without limitation, Operating Companies. Within 30 days after the date hereof, SYSCO and each Operating Company will obtain and deliver to ARAMARK certificates of insurance evidencing the coverage required above. If any insurer from which SYSCO or an Operating Company obtains the above-required insurance coverage ceases to be rated in one of the three highest categories of the Rating Agency, SYSCO or the Operating Company, as the case may be, will obtain, at the time of renewal of such policy or policies, coverage from another qualified insurance company rated in one of such categories, and within thirty 30 days after obtaining such replacement coverage, will deliver to ARAMARK certificates of insurance evidencing the replacement coverage.

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

(c) SYSCO will defend, indemnify and hold ARAMARK harmless from all costs, liabilities or other obligations arising out of (1) the performance of this Agreement by SYSCO or any Operating Company, or (2) any product supplied under this Agreement by SYSCO or any Operating Company, except to the extent such costs, liabilities or other obligations are caused by the negligence or willful misconduct of ARAMARK, ARAMARK Services, Inc., or their respective agents or employees or the agents or employees of entities or persons owning or controlling Components. ARAMARK shall promptly notify SYSCO of all Claims provided that failure to promptly notify SYSCO shall not affect SYSCO’s obligation except to the extent SYSCO’s ability to defend the Claim is impaired. Promptly upon notification of a Claim by ARAMARK, SYSCO shall assume and be entitled to control the defense of such Claim with counsel selected by SYSCO and reasonably acceptable to ARAMARK. ARAMARK may participate in the defense of any Claim with counsel of its own choosing at ARAMARK’s expense.

16. PROCEDURES MANUAL.

Promptly after the execution hereof, and thereafter, on every other anniversary of February 1, 2006 during the Term (the first being February 1, 2008), SYSCO will prepare and supply each Component, and each Operating Company, at no cost to ARAMARK or any ARAMARK Component, with a detailed policies and procedures manual consistent with this Agreement and identifying and explaining all procedures, delivery schedules, credit memos, etc. Such procedures manual may be the existing manual used by SYSCO and ARAMARK, with such changes as SYSCO and ARAMARK deems necessary and appropriate to make, and any such changes will be subject to ARAMARK’s approval.

17. MINORITY-OWNED AND WOMEN-OWNED SUPPLIERS.

It is the policy of both ARAMARK and SYSCO to encourage the interest of minority and women-owned businesses. SYSCO represents and warrants that to the best of SYSCO’s knowledge, set forth on Exhibit G attached hereto is a true, correct and complete list of minority-owned and women-owned suppliers from which SYSCO operating companies are purchasing on the date hereof, compiled based on information from SYSCO’s suppliers. If requested, SYSCO will provide ARAMARK, at no cost to ARAMARK, information regarding the purchases of the minority-owned or women-owned suppliers’ products by Components by Operating Company. SYSCO will notify ARAMARK on a quarterly basis of additions or deletions to Exhibit G attached hereto.

18. COMPLIANCE WITH LAWS AND STANDARDS.

(a) In performing this Agreement, SYSCO shall comply, and shall cause the Operating Companies to comply, with all applicable Federal, State and local laws, regulations, rules, ordinances, orders and other legal requirements (“Laws”), including

without limitation, the Federal Consumer Products Safety Act, the Fair Labor Standards Act, the Hazardous Substance Act, the Occupational Safety and Health Act of 1970, as amended, and all Federal or State environmental Laws. SYSCO shall also comply, and shall cause the Operating Companies to comply, with ARAMARK’s food safety standards set forth on Exhibit H , as applicable to each Operating Company. SYSCO shall cause its suppliers of SYSCO branded products (including the Specialty Companies) to adhere to such standards, as are applicable to such suppliers of such products. Such standards may be revised at any time and from time to time by ARAMARK, and unless otherwise agreed, shall be effective upon receipt thereof by SYSCO.

(b) Food safety is of paramount important to ARAMARK and SYSCO and the ultimate consumer. To that end, SYSCO had developed stringent standards for the production and packaging of ground beef and ground veal (the “SYSCO Ground Beef Safety Standards”), a copy of which is attached hereto as Exhibit I . In order to adequately protect SYSCO, ARAMARK and the Components from potential food safety issues relating to the production of ground beef and the ultimate consumer, SYSCO shall not be obligated to utilize any supplier of ground beef which does not meet the SYSCO Ground Beef Safety Standards, whether or not the ground beef supplied by such supplier has been designated by ARAMARK as ARAMARK Proprietary Merchandise or a special order product.

19. MISCELLANEOUS PROVISIONS.

(a) SYSCO represents and warrants that it has full right, power and authority to enter into this Agreement and to perform, and to cause each Operating Company to perform, all of the terms and conditions of this Agreement on its or their respective parts to be performed.

(b) ARAMARK represents and warrants that it has full right, power and authority to enter into this Agreement and to perform, and to cause affiliated Components to perform, all of the terms and conditions of this Agreement on its or their respective parts to be performed.

(c) Any information supplied by either party to this Agreement to the other party, including without limitation, client information and purchasing specifications will be considered confidential and will not be disclosed to any third party and will not be used by either party to this Agreement for any reason other than to fulfill the terms of this Agreement. Any party required by law or legal process to disclose any of such confidential information will notify the other as far in advance of such required disclosure as is reasonably feasible. SYSCO will disclose this Agreement to the Operating Companies, each of which, by providing service under this Agreement, shall be deemed to have agreed to perform all terms and conditions of this Agreement, including without limitation, this provision on confidentiality.

(d) This Agreement will not apply to any purchases made by or on behalf of any ARAMARK components from any Operating Companies, including without

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

limitation, any Components which are federal, state or local governmental agencies or instrumentalities, if in the written opinion of counsel to SYSCO or counsel to ARAMARK, the application of this Agreement would violate any federal, state or local law or regulation. In that event, for those Components and Operating Companies, this Agreement will apply and be enforceable to the maximum extent permitted by such law or regulation, as determined by counsel to SYSCO and counsel to ARAMARK. For all other Components and Operating Companies, this Agreement will remain in full force and effect.

(e) All notices required or permitted to be given under this Agreement by ARAMARK to SYSCO, or by SYSCO or any Operating Company to ARAMARK, will be in writing signed by the notifying party and will be either hand delivered, or deposited in the U. S. certified or registered mail, postage prepaid, return receipt requested addressed as follows:

 

or to such other addresses as the parties may direct notice given as herein provided. All notices given by SYSCO or any Operating Company to any Component will be in writing, and will be signed and given in the manner provided above, to the Component’s address, ATTN: Manager, with a copy to ARAMARK. Notices may be transmitted electronically if followed by a confirming written notice given as provided above. Notices will be deemed given when hand delivered, or when received as evidenced by the return receipt or the date notice is first refused if that be the case.

(f) No waiver of any breach or default of this Agreement will constitute a waiver of any other or further breach or default hereof. This Agreement will be governed by the law of Pennsylvania, without regard to its choice or conflicts of law rules. The parties hereby waive any objection that venue in Philadelphia, Pennsylvania is improper or inconvenient.

(g) This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous agreements, writings and other undertakings between on the one hand, SYSCO and it

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

subsidiary or affiliated companies, including without limitation, the Operating Companies, and on the other hand, ARAMARK and its lines of business and their components. All Exhibits attached hereto are incorporated herein by reference. This Agreement may not be amended, altered or otherwise modified including amendments, alterations or modifications relating to any specific Operating Company, except in a writing signed by a corporate officer of SYSCO and a corporate officer of ARAMARK.

(h) In order to enable SYSCO to evaluate ARAMARK’s credit terms and to monitor ARAMARK’s financial condition, ARAMARK will supply to SYSCO quarterly and annual financial statements of ARAMARK Corporation and its subsidiaries on a consolidated basis consisting of an income statement, balance sheet and statement of cash flow. SYSCO may request such further financial information from ARAMARK from time to time, sufficient, in SYSCO’s reasonable judgment, to enable SYSCO to accurately assess such ARAMARK’s financial condition. As long as ARAMARK or its corporate parent makes periodic reporting with the United States Securities and Exchange Commission (SEC) and such reporting is current (with permitted extensions) and in compliance with applicable law and SEC regulations, the requirements of this paragraph 19(h) shall be deemed satisfied.

IN WITNESS WHEREOF, the undersigned duly authorized officers of SYSCO and ARAMARK have hereunto set their hands and seals on the date first above written.

 

SYSCO CORPORATION						ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC.
By:						By:
Name:						Name:
Title:						Title:

EXHIBIT A

To

Aramark Master Distribution Agreement

Dated as of November 25, 2006

EXHIBIT A

To

Aramark Master Distribution Agreement

Dated as of November 25, 2006

 

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

*	Material omitted and separately filed with the Commission under an application for confidential treatment.

*	Material omitted and separately filed with the Commission under an application for confidential treatment.