Exhibit 6
SECURITY AGREEMENT
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust Dated 12/20/2000 February 20, 2002
(Individually and collectively "Debtor")
First Union National Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Hereinafter
referred to as "Bank")
For value received and to secure payment and performance of the Promissory Note
executed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, "Borrower") dated
February 20, 2002, in the original principal amount of $2,000,250.00, payable to
Bank, and any extensions, renewals, modifications or novations thereof (the
"Note"), this Security Agreement and the other Loan Documents, and any other
obligations of Borrower to Bank however created, arising or evidenced, whether
direct or indirect, absolute or contingent, now existing or hereafter arising or
acquired, and whether or not evidenced by a Loan Document, including swap
agreements (as defined in 11 U.S.C. ss.101), future advances, and all costs and
expenses incurred by Bank to obtain, preserve, perfect and enforce the security
interest granted herein and to maintain, preserve and collect the property
subject to the security interest (collectively, "Obligations"), Debtor hereby
grants to Bank a continuing security interest in and lien upon the following
described property, whether now owned or hereafter acquired, and any additions,
replacements, accessions, or substitutions thereof and all cash and non-cash
proceeds and products thereof (collectively, "Collateral"):
Collateral: "Collateral" means all of the uncertificated shares of Aramark
Corporation identified on Exhibit "A" attached hereto all investment property,
financial assets, security entitlements, money, instruments, certificates of
deposit, securities, documents, chattel paper, credits, claims, demands and all
other property and assets of the Debtor now or hereafter in the possession,
custody or control of Bank or any Affiliate, or in any account of Debtor in
which Bank has a security interest, and all dividends, stock rights,
subscription rights, warrants, interest, cash, instruments, new securities,
security entitlements and all other property to which the Debtor now or
hereafter becomes entitled by reason of its interest in any of the previously
described Collateral; all substitutions, additions, replacements, rollovers,
splits, products and accessions for, of and/or to any of the foregoing; and all
cash and non-cash proceeds of all of the foregoing.
Debtor hereby represents and agrees that:
OWNERSHIP. Debtor owns the Collateral. The Collateral is free and clear of all
liens, security interests, and claims except those previously reported in
writing to and approved by Bank, and Debtor will keep the Collateral free and
clear from all liens, security interests and claims, other than those granted to
or approved by Bank. All securities and security entitlements pledged as
Collateral are fully paid and non-assessable and if certificated, have been
delivered to Bank with unrestricted endorsements. All income, dividends,
earnings and profits with respect to the Collateral shall be reported for state
and federal income tax purposes as attributable to the Debtor and not Bank, and
Bank or any other person authorized to report income distributions, is
authorized to issue IRS Forms 1099 indicating Debtor as the recipient of such
income, earnings and profits.
NAME AND OFFICES. The name and address of Debtor appearing at the beginning of
this Agreement are Debtor's exact legal name and the address of its residence.
There has been no change in the name of Debtor, or the name under which Debtor
conducts business, within the five years preceding the date hereof except as
previously reported in writing to Bank. Debtor has not moved its residence or
business address within the five years preceding the date hereof except as
previously reported in writing to Bank.
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TITLE/TAXES. Debtor has good and marketable title to Collateral and will warrant
and defend same against all claims. Debtor will not transfer, sell, or lease
Collateral (except as permitted herein). Debtor agrees to pay promptly all taxes
and assessments upon or for the use of Collateral and on this Security
Agreement. At its option, Bank may discharge taxes, liens, security interests or
other encumbrances at any time levied or placed on Collateral. Debtor agrees to
reimburse Bank, on demand, for any such payment made by Bank. Any amounts so
paid shall be added to the Obligations.
WAIVERS. Debtor agrees not to assert against Bank as a defense (legal or
equitable), as a set-off, as a counterclaim, or otherwise, any claims Debtor
may, have against any seller or lessor that provided personal property or
services relating to any part of the Collateral. Debtor waives all exemptions
and homestead rights with regard to the Collateral. Debtor waives any and all
rights to any bond or security which might be required by applicable law prior
to the exercise of any of Bank's remedies against any Collateral. All rights of
Bank and security interests hereunder, and all obligations of Debtor hereunder,
shall be absolute and unconditional, not discharged or impaired irrespective of
(and regardless of whether Debtor receives any notice of): (i) any lack of
validity or enforceability of any Loan Document; (ii) any change in the time,
manner or place of payment or performance, or in any term, of all or any of the
Obligations or the Loan Documents or any other amendment or waiver of or any
consent to any departure from any Loan Document; (iii) any exchange, release or
non-perfection of any collateral, or any release of or modifications of the
obligations of any guarantor or other obligor; (iv) any amendment or waiver of
or consent to departure from any Loan Document or other agreement. To the extent
permitted by law, Debtor hereby waives any rights under any valuation, stay,
appraisement, extension or redemption laws now existing or which may hereafter
exist and which, but for this provision, might be applicable to any sale or
disposition of the Collateral by Bank; and any other circumstance which might
otherwise constitute a defense available to, or a discharge of any party with
respect to the Obligations.
NOTIFICATIONS; LOCATION OF COLLATERAL. Debtor will notify Bank in writing at
least 30 days prior to any change in: (i) Debtor's chief place of business
and/or residence; (ii) Debtor's name or identity; (iii) Debtor's
corporate/organizational structure; or (iv) the jurisdiction in which Debtor is
organized. In addition, Debtor shall promptly notify Bank of any claims or
alleged claims of any other person or entity to the Collateral or the
institution of any litigation, arbitration, governmental investigation or
administrative proceedings against or affecting the Collateral. Debtor will keep
Collateral at the location(s) previously provided to Bank until such time as
Bank provides written advance consent to a change of location. Debtor will bear
the cost of preparing and filing any documents necessary to protect Bank's
liens.
FINANCING STATEMENTS, POWER OF ATTORNEY. No financing statement (other than any
filed or approved by Bank) covering any Collateral is on file in any public
filing office. On request of Bank, Debtor will execute one or more financing
statements in form satisfactory to Bank and will pay all costs and expenses of
filing the same or of filing this Security Agreement in all public filing
offices, where filing is deemed by Bank to be desirable. Bank is authorized to
file financing statements relating to Collateral without Debtor's signature
where authorized by law. Debtor hereby constitutes and appoints Bank the true
and lawful attorney of Debtor with full power of substitution to take any and
all appropriate action and to execute any and all documents or instruments that
may be necessary or desirable to accomplish the purpose and carry out the terms
of this Security Agreement, including, without limitation, endorsements
desirable for transfer or delivery of any Collateral, registration of any
Collateral under applicable laws, retitling any Collateral, receipt, endorsement
and/or collection of all checks and other orders for payment of money payable to
Debtor with respect to Collateral. The foregoing power of attorney is coupled
with an interest and shall be irrevocable until all of the Obligations have been
paid in full. Neither Bank nor anyone acting on its behalf shall be liable for
acts, omissions, errors in judgment, or mistakes in fact in such capacity as
attorney-in-fact. Debtor ratifies all acts of Bank as attorney-in-fact. Debtor
agrees to take such other actions, at Debtor's expense, as might be requested
for the perfection, continuation and assignment, in whole or in part, of the
security interests granted herein and to assure Bank's intended priority
position. If certificates, passbooks, or other documentation or evidence is/are
issued or outstanding as to any of the Collateral, Debtor will cause the
security interests of Bank to be properly protected, including perfection by
notation thereon or delivery thereof to Bank. Upon Bank's request, Debtor will,
at its own expense: (i) do all things determined by Bank
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to be desirable to register such Collateral or qualify for an exemption from
registration, under the provisions of all applicable securities laws, and (ii)
otherwise do or cause to be done all other acts and things as may be necessary
to make the sale of the Collateral valid, binding and in compliance with
applicable law.
STOCK, DIVIDENDS. If, with respect to any securities pledged hereunder, a stock
dividend is declared, any stock split made or right to subscribe is issued, all
the certificates for the shares representing such stock dividend, stock split or
right to subscribe will be immediately delivered, duly endorsed, to the Bank as
additional Collateral, and any cash or non-cash proceeds and products thereof,
including investment property and security entitlements will be immediately
delivered to Bank. Debtor acknowledges that such grant includes all investment
property and security entitlements, now existing or hereafter arising, relating
to such securities. In addition, Debtor agrees to execute such notices and
instructions to securities intermediaries as Bank may reasonably request.
VALUE REQUIREMENT. The outstanding balance of the Obligations shall not exceed
at any time 70.00% of the Fair Market Value of the securities pledged to Bank
hereunder. If at any time the outstanding balance of the Obligations exceeds
this percentage, Debtor shall, within 3 business days, either pledge and deliver
additional securities or reduce the outstanding balance of the Obligations so
that the outstanding balance of the Obligations does not exceed the stated
percentage as of the close of business on the day immediately preceding such
delivery or reduction. "Fair Market Value" means the value of the securities
pledged hereunder based on the closing price per unit of any of the investment
property which is a part of the Collateral as quoted or reported in The Wall
Street Journal or, if not available, other customary publication of such
information, plus the amount of any cash or other financial assets comprising
the Collateral. If the Fair Market Value of any securities pledged hereunder
cannot be determined by the foregoing procedure, the Fair Market Value of such
Collateral shall be determined by the Bank by reference to such public
information as may be available.
NO TRADING OF COLLATERAL. Until a Default occurs, Debtor shall have the right to
vote the securities pledged hereunder and to -collect and receive all cash
dividends and interest distributed periodically in the ordinary course by the
obligor or issuer of such Collateral or part thereof; provided, however, Debtor
may not sell, transfer, exchange for other property or cash ("Trade") or
otherwise exercise rights with respect b such Collateral or receive any
distributions or proceeds from Trades of such Collateral without the prior
written consent of Bank, and any such distributions or proceeds received by
Debtor shall be held in trust for, and immediately delivered to, Bank. Any
consent pursuant to this paragraph shall be in Bank's sole discretion.
COLLATERAL DUTIES. Bank shall have no custodial or ministerial duties to perform
with respect to Collateral pledged except as set forth herein; and by way of
explanation and not by way of limitation, Bank shall incur no liability for any
of the following: (i) loss or depreciation of Collateral (unless caused by its
willful misconduct or gross negligence), (ii) failure to present any paper for
payment or protest, to protest or give notice of nonpayment, or any other notice
with respect to any paper or Collateral, (iii) failure to ascertain, notify
Debtor of, or take any action in connection with any conversion, call,
redemption, retirement or any other event relating to any of the Collateral, or
failure to notify any party hereto that Collateral should be presented or
surrendered for any such reason. Debtor acknowledges that Bank is not an
investment advisor or insurer with respect to the Collateral; and Bank has no
duty to advise Debtor of any actual or anticipated changes in the value of the
Collateral.
TRANSFER OF COLLATERAL. Bank may assign its rights in Collateral or any part
thereof to any assignee who shall thereupon become vested with all the powers
and rights herein given to Bank with respect to the property so transferred and
delivered, and Bank shall thereafter be forever relieved and fully discharged
from any liability with respect to such property so transferred, but with
respect to any property not so transferred, Bank shall retain all rights and
powers hereby given.
INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and
complete records covering each item of Collateral, including the proceeds
therefrom. Bank, or any of its agents, shall have the right, at intervals to be
determined by Bank and without hindrance or delay, at Debtor's expense, to
inspect, audit, and examine the Collateral and to make copies of and extracts
from the books, records, journals,
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orders, receipts, correspondence and other data relating to Collateral, Debtor's
business or any other transaction between the parties hereto. Debtor will at its
expense furnish Bank copies thereof upon request.
CROSS COLLATERALIZATION LIMITATION. As to any other existing or future consumer
purpose loan made by Bank to Debtor, within the meaning of the Federal Consumer
Credit Protection Act, Bank expressly waives any security interest granted
herein in Collateral that Debtor uses as a principal dwelling and household
goods.
ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of Bank's
reasonable expenses incurred in enforcing this Security Agreement and in
preserving and liquidating Collateral, including but not limited to, reasonable
arbitration, paralegals', attorneys' and experts' fees and expenses, whether
incurred with or without the commencement of a suit, trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.
DEFAULT. If any of the following occurs, a default ("Default") under this
Security Agreement shall exist: Loan Document Default. A default under any Loan
Document. Collateral Loss or Destruction. Any loss, theft, substantial damage,
or destruction of Collateral not fully covered by insurance, or as to which
insurance proceeds are not remitted to Bank within 30 days of the loss.
Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of any
Collateral not specifically permitted herein without prior written consent of
Bank. Levy, Seizure or Attachment. The making of any levy, seizure, or
attachment on or of Collateral which is not removed within 10 days. Cessation;
Bankruptcy. The death of, appointment of guardian for, dissolution of,
termination of existence of, loss of good standing status by, appointment of a
receiver for, assignment for the benefit of creditors of, or commencement of any
bankruptcy or insolvency proceeding by or against Debtor, its Subsidiaries or
Affiliates if any, or any general partner of or the holder(s) of the majority
ownership interests in Debtor or any party to the Loan Documents ("Affiliate"
shall have the meaning as defined in 11 U.S.C. ss. 101; and "Subsidiary" shall
mean any business in which Debtor holds, directly or indirectly, a controlling
interest). Unauthorized Termination. Any attempt to terminate, revoke, rescind,
modify, or violate the terms of this Security Agreement without the prior
written consent of Bank.
REMEDIES ON DEFAULT (INCLUDING POWER OF SALE). If a Default occurs, all of the
Obligations shall be immediately due and payable, without notice and Bank shall
have all the rights and remedies of a secured party under the Uniform Commercial
Code. Without limitation thereto, Bank shall have the following rights and
remedies: (i) to take immediate possession of Collateral, without notice or
resort to legal process, and for such purpose, to enter upon any premises on
which Collateral or any part thereof may be situated and to remove the same
therefrom, or, at its option, to render Collateral unusable or dispose of said
Collateral on Debtor's premises; (ii) to require Debtor to assemble the
Collateral and make it available to Bank at a place to be designated by Bank;
(iii) to exercise its right of set-off or bank lien as to any monies of Debtor
deposited in accounts of any nature maintained by Debtor with Bank or affiliates
of Bank, without advance notice, regardless of whether such accounts are general
or special; (iv) to dispose of Collateral, as a unit or in parcels, separately
or with any real property interests also securing the Obligations, in any county
or place to be selected by Bank, at either private or public sale (at which
public sale Bank may be the purchaser) with or without having the Collateral
physically present at said sale. In addition to the foregoing, Bank shall be
authorized to: transfer into Bank's name or the name of its nominee, all or any
part of the Collateral; receive all interest, dividends, and other proceeds of
the Collateral; notify any person obligated on any Collateral of the security
interest of Bank therein and require such person to make payment directly to
Bank; demand, ▇▇▇ for, collect or receive the Collateral and any proceeds
thereof, and/or make any settlement or compromise as Bank deems desirable with
respect to any Collateral; and exercise any voting, conversion, registration,
purchase or other rights of an owner, holder or entitlement holder of the
Collateral. Debtor agrees that Bank may exercise its rights under this Security
Agreement without regard for the actual or potential tax consequences to Debtor
under federal or state law and without regard to any instructions or directives
given Bank by Debtor.
Any notice of sale, disposition or other action by Bank required by law and sent
to Debtor at Debtor's address shown above, or at such other address of Debtor as
may from time to time be shown on the
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records of Bank, at least 5 days prior to such action, shall constitute
reasonable notice to Debtor. Notice shall be deemed given or sent when mailed
postage prepaid to Debtor's address as provided herein. Bank shall be entitled
to apply the proceeds of any sale or other disposition of the Collateral, and
the payments received by Bank with respect to any of the Collateral, to
Obligations in such order and manner as Bank may determine. Collateral that is
subject to rapid declines in value and is customarily sold in recognized markets
may be disposed of by Bank in a recognized market for such collateral without
providing notice of sale. Debtor waives any and all requirements that the Bank
sell or dispose of all or any part of the Collateral at any particular time,
regardless of whether Debtor has requested such sale or disposition.
REMEDIES ARE CUMULATIVE. No failure on the part of Bank to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by Bank or any right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any right, power or remedy. The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law, in equity, or
in other Loan Documents.
MISCELLANEOUS. (i) Amendments and Waivers. No waiver, amendment or modification
of any provision of this Security Agreement shall be valid unless in writing and
signed by Debtor and an officer of Bank. No waiver by Bank of any Default shall
operate as a waiver of any other Default or of the same Default on a future
occasion. (ii) Assignment. All rights of Bank hereunder are freely assignable,
in whole or in part, and shall inure to the benefit of and be enforceable by
Bank, its successors, assigns and affiliates. Debtor shall not assign its rights
and interest hereunder without the prior written consent of Bank, and any
attempt by Debtor to assign without Bank's prior written consent is null and
void. Any assignment shall not release Debtor from the Obligations. This
Security Agreement shall be binding upon Debtor, and the heirs, personal
representatives, successors, and assigns of Debtor. (iii) Applicable Law;
Conflict Between Documents. This Security Agreement shall be governed by and
construed under the law of the jurisdiction named in the address of the Bank
first shown above (the "Jurisdiction") without regard to that Jurisdiction's
conflict of laws principles, except to the extent that the UCC requires the
application of the law of a different jurisdiction. If any terms of this
Security Agreement conflict with the terms of any commitment letter or loan
proposal, the terms of this Security Agreement shall control. (iv) Jurisdiction.
Debtor irrevocably agrees to non-exclusive personal jurisdiction in the
Jurisdiction in which the office of Bank as stated above is located. (v)
Severability. If any provision of this Security Agreement shall be prohibited by
or invalid under applicable law, such provision shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Security Agreement. (vi)
Notices. Any notices to Debtor shall be sufficiently given, if in writing and
mailed or delivered to the address of Debtor shown above or such other address
as provided hereunder; and to Bank, if in writing and mailed or delivered to
Bank's office address shown above or such other address as Bank may specify in
writing from time to time. In the event that Debtor changes Debtor's mailing
address at any time prior to the date the Obligations are paid in full, Debtor
agrees to promptly give written notice of said change of address by registered
or certified mail, return receipt requested, all charges prepaid. (vii)
Captions. The captions contained herein are inserted for convenience only and
shall not affect the meaning or interpretation of this Security Agreement or any
provision hereof. The use of the plural shall also mean the singular, and vice
versa. (viii) Joint and Several Liability. If more than one party has signed
this Security Agreement, such parties are jointly and severally obligated
hereunder. (ix) Binding Contract. Debtor by execution and Bank by acceptance of
this Security Agreement, agree that each party is bound by all terms and
provisions of this Security Agreement.
DEFINITIONS. Loan Documents. The term "Loan Documents" refers to all documents,
including this Agreement, whether now or hereafter existing, executed in
connection with or related to the Obligations, and may include, without
limitation and whether executed by Debtor or others, commitment letters that
survive closing, loan agreements, promissory notes, guaranty agreements, deposit
or other similar agreements, other security agreements, letters of credit and
applications for letters of credit, security instruments, financing statements,
mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11
U.S.C. ss. 101). UCC. "UCC" means the Uniform Commercial Code as presently and
hereafter enacted in the Jurisdiction. Terms defined in the UCC. Any
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term used in this Agreement and in any financing statement filed in connection
herewith which is defined in the UCC and not otherwise defined in this Agreement
or any other Loan Document has the meaning given to the term in the UCC. Debtor
acknowledges and understands that any such term relating to the description of
Collateral may be defined in one or both of (i) the version of Article 9 of the
UCC as enacted and in force in the Jurisdiction on the date this Agreement is
signed by Debtor or (ii) a revised version of Article 9 of the UCC
(substantially in the form of Revised Article 9 (2000 Revision) version thereof
promulgated by the National Conference of Commissioners on Uniform State Laws
and the American Law Institute) ("Revised Article 9") enacted and in force in
the Jurisdiction at any relevant future time., In light of the foregoing, Debtor
agrees that, if terms defining items or classes of Collateral change or are
added as a result of the enactment of Revised Article 9 in the Jurisdiction, the
meaning to be ascribed to any such term with respect to any particular item or
class of Collateral hereunder and the interpretation thereof after the date of
such enactment shall be (a) if such term is defined in both .versions of Article
9 and such definitions differ, the broader or more encompassing of the two
definitions, regardless of duplication, and (b) if such term is defined under
only one of the versions of Article 9, the definition in that version.
ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved by binding arbitration conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes
may include, without limitation, tort claims, counterclaims, a dispute as to
whether a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in the
city named in the address of Bank first stated above. A hearing shall begin
within 90 days of demand for arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration
Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators
shall be licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The parties do not waive applicable Federal or
state substantive law except as provided herein. Preservation and Limitation of
Remedies. Notwithstanding the preceding binding arbitration provisions, the
parties agree to preserve, without diminution, certain remedies that any party
may exercise before or after an arbitration proceeding is brought. The parties
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable: (I)
all rights to foreclose against any real or personal property or other security
by exercising a power of sale or under applicable law by judicial foreclosure
including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment. Any
claim or controversy with regard to any party's entitlement to such remedies is
a Dispute. Waiver of Exemplary Damages. The parties agree that they shall not
have a remedy of punitive or exemplary damages against other parties in any
Dispute and hereby waive any right or claim to punitive or exemplary damages
they have now or which may arise in the future in connection with any Dispute
whether the Dispute is resolved by arbitration or judicially. Waiver of Jury
Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE
IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A
DISPUTE.
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IN WITNESS WHEREOF, Debtor, on the day and year first written above, has caused
this Security Agreement to be executed under seal.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ irrevocable Of Trust Deed of Trust Dated 12/20/2000
Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (SEAL)
------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Settlor
/s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (SEAL)
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, Trustee
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Schedule A to Security Agreement
Schedule A to Security Agreement from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Debtor") and for the
benefit of First Union National Bank ("Secured Party").
The following described property whether now owned or hereafter acquired, and
any additions, replacements, accessions, or substitutions thereof and all cash
and non-cash proceeds and products thereof.
Description of Collateral:
All securities that are certificated and held at Aramark, described as follows:
Certificate # # of Shares Issued by: In name of Class
7,200 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-2
2,320 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-2
43,200 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-2
4,640 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-2
21,600 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-3
7,200 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-3
2,320 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-3
43,200 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-3
4,640 Aramark ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Irrevocable Deed of Trust dated 12/20/00 A-3