Borrowings | BORROWINGS: Long-term borrowings are summarized in the following table (in thousands): October 2, October 3, Senior secured revolving credit facility $ 70,000 $ — Senior secured term loan facility, due July 2016 74,130 74,884 Senior secured term loan facility, due September 2019 1,195,697 1,351,189 Senior secured term loan facility, due February 2021 2,501,141 2,559,925 5.75% senior notes, due March 2020 1,000,000 1,000,000 Receivables Facility, due May 2017 350,000 350,000 Capital leases 57,660 54,420 Other 45,089 55,176 5,293,717 5,445,594 Less—current portion (81,427 ) (89,805 ) $ 5,212,290 $ 5,355,789 As of October 2, 2015, there was approximately $437.4 million of outstanding foreign currency borrowings. Senior Secured Credit Agreement Senior Secured Term Loan Facilities The senior secured term loan facility consists of the following subfacilities as of October 2, 2015 : • A U.S. dollar denominated term loan to Aramark Services, Inc. in the amount of $1,195.7 million (due 2019) and $2,108.8 million (due 2021); • A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $74.1 million (due 2016); • A yen denominated term loan to Aramark Services, Inc. in the amount of ¥4,966.8 million (approximately $41.4 million due 2021); • A Canadian dollar denominated term loan to a Canadian subsidiary in the amount of CAD 33.5 million (approximately $25.4 million due 2021); • A euro denominated term loan to an Irish subsidiary in an amount of €137.4 million (approximately $154.0 million due 2021); and • A sterling denominated term loan to a U.K. subsidiary in an amount of £112.8 million (approximately $171.5 million due 2021); The primary borrower under the senior secured credit facilities is Aramark Services, Inc. In addition, certain subsidiaries of Aramark Services, Inc. are borrowers under certain subfacilities of the term loan facility and/or the revolving credit facility. The Company is not a guarantor under the senior secured credit facilities and is not subject to the covenants or obligations under the senior secured credit agreement. Debt of $74.1 million related to the U.S. dollar denominated term loan to a Canadian subsidiary, contractually due 2016, has been classified as noncurrent in the Consolidated Balance Sheets as the Company has the ability and intent to finance the repayment of this term loan through additional borrowings under the Senior Secured Credit Agreement (see Note 18). Senior Secured Revolving Credit Facility The senior secured revolving credit facility consists of the following subfacilities: • A revolving credit facility available for loans in U.S. dollars to Aramark Services, Inc. with aggregate commitments of $680 million (due February 24, 2019); and • A revolving credit facility available for loans in Canadian dollars or U.S. dollars to Aramark Services, Inc. or a Canadian subsidiary with aggregate commitments of $50 million (due February 24, 2019). 2014 Amendment Agreement On February 24, 2014, Aramark Services, Inc. entered into an Amendment Agreement (“2014 Amendment Agreement”) to the Amended and Restated Credit Agreement dated as of March 26, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). The 2014 Amendment Agreement amended and restated the Credit Agreement effective as of February 24, 2014. Among other things, the 2014 Amendment Agreement provided for approximately $3,982.0 million in the aggregate of new term loans, all of which were borrowed on February 24, 2014. $2,582.0 million of these new term loans have a maturity date of February 24, 2021, with an acceleration to December 13, 2019 if the 5.75% Senior Notes due March 15, 2020 remain outstanding on December 13, 2019. The remaining $1,400.0 million of new term loans have a maturity date of September 7, 2019. The term loans due on February 24, 2021 include € 140.0 million of term loans denominated in euros, £ 115.0 million of term loans denominated in sterling and ¥ 5,042.0 million of term loans denominated in yen. The proceeds of the new term loans were used to refinance all existing term loans under the Credit Agreement with the exception of approximately $ 75.0 million in term loans due 2016 borrowed by Aramark Services, Inc.’s Canadian subsidiary. All U.S. dollar denominated new term loans have an applicable margin of 2.50% for eurocurrency (LIBOR) borrowings, subject to a LIBOR floor of 0.75% , and an applicable margin of 1.50% for base-rate borrowings, subject to a minimum base rate of 1.75% . The new yen denominated and euro denominated term loans have an applicable margin of 2.75% , subject to a LIBOR floor of 0.75% , and the new sterling denominated terms loans have an applicable margin of 3.25% ., subject to a LIBOR floor of 0.75% . The term loans due on February 24, 2021 were borrowed with an original issue discount of 0.50% . The term loans due on September 7, 2019 were borrowed with an original issue discount of 0.25% . During fiscal 2014, approximately $22.9 million of lender fees and third-party costs directly attributable to the term loans of the 2014 Amendment Agreement were capitalized and are included in the Consolidated Balance Sheets. Approximately $3.4 million and $5.1 million of the third-party costs were paid to entities affiliated with GS Capital Partners and J.P. Morgan Partners, respectively. The Company also recorded charges to "Interest and Other Financing Costs, net” in the Consolidated Statements of Income during fiscal 2014 consisting of $13.1 million of third-party costs and $12.6 million of non-cash charges for the write-off of deferred financing costs and original issue discount. Amendment Agreement No. 1 On March 28, 2014, Aramark Services, Inc. entered into Amendment Agreement No. 1 to the 2014 Amendment Agreement, which allowed Aramark Services, Inc. to borrow in a Canadian dollar denominated term loan in an amount of CAD 34.0 million , due February 2021. The 2014 Amendment Agreement also extended, from January 26, 2017, to February 24, 2019, the maturity of $565.0 million in revolving lender commitments and increased the revolving lender commitments by $165 million . During fiscal 2014, approximately $4.8 million of third-party costs directly attributable to the revolving credit facility of the 2014 Amendment Agreement were capitalized and are included in "Other Assets" in the Consolidated Balance Sheets. The applicable margin spread for U.S. dollar borrowings under the $680.0 million of extended revolving credit commitments is 2.50% with respect to eurocurrency (LIBOR) borrowings and 1.50% with respect to base-rate borrowings. The applicable margin spread for Canadian dollar borrowings under the revolving credit facility are 2.50% for BA (bankers’ acceptance) rate borrowings and 1.50% for base rate borrowings. U.S. and Canadian swingline loans must be base rate borrowings. In addition to paying interest on outstanding principal, the Company is required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The commitment fee rate is 0.50% per annum. The Company's revolving credit facility includes a $250.0 million sublimit for letters of credit and includes borrowing capacity available for short-term borrowings referred to as swingline loans subject to a sublimit. The senior secured credit facilities provide that the Company has the right at any time to request up to $555.0 million of incremental commitments in the aggregate under one or more incremental term loan facilities and/or synthetic letter of credit facilities and/or revolving credit facilities and/or by increasing commitments under the revolving credit facility. The lenders under these facilities are not under any obligation to provide any such incremental facilities or commitments, and any such addition of or increase in facilities or commitments will be subject to pro forma compliance with an incurrence-based financial covenant and customary conditions precedent. Our ability to obtain extensions of credit under these incremental facilities or commitments is subject to the same conditions as extensions of credit under the existing credit facilities. As of October 2, 2015, there was approximately $643.5 million available for borrowing on the revolving credit facility. Prepayments and Amortization The senior secured credit agreement requires us to prepay outstanding term loans, subject to certain exceptions, with: • 50% of Aramark Services, Inc.’s annual excess cash flow (as defined in the senior secured credit agreement) with stepdowns to 25% and 0% upon Aramark Services, Inc.’s reaching a certain consolidated leverage ratio threshold; • 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions and customary reinvestment rights; and • 100% of the net cash proceeds of any incurrence of debt, including debt incurred by any business securitization subsidiary in respect of any business securitization facility, but excluding proceeds from the receivables facilities and other debt permitted under the senior secured credit agreement. The foregoing mandatory prepayments will be applied to the term loan facilities as directed by us. The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than as set forth below and customary “breakage” costs with respect to LIBOR loans. Prepaid term loans may not be reborrowed. During fiscal 2015, the Company made an optional prepayment of approximately $157.0 million of outstanding U.S. dollar term loans. During fiscal 2014, the Company prepaid approximately $35.0 million to cover required principal payments on the 2019 term loan. If a change of control as defined in the senior secured credit agreement occurs, this will cause an event of default under the credit agreement. Upon an event of default, the senior secured credit facilities may be accelerated, in which case the Company would be required to repay all outstanding loans plus accrued and unpaid interest and all other amounts outstanding under the senior credit facilities. The Company is required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 1% per annum of their funded total principal amount. This requirement does not apply to the senior secured term loan facility, due September 2019, due to the principal prepayments made by the Company. Guarantees and Certain Covenants All obligations under the senior secured credit agreement are unconditionally guaranteed by ARAMARK Intermediate Holdco Corporation and, subject to certain exceptions, substantially all of Aramark Services, Inc.’s existing and future domestic subsidiaries (excluding certain immaterial and dormant subsidiaries, receivables facility subsidiaries, business securitization subsidiaries and certain subsidiaries designated by us under our senior secured credit agreement as “unrestricted subsidiaries”), referred to, collectively, as U.S. Guarantors. All obligations of each foreign borrower under the senior secured credit facilities are unconditionally guaranteed by Aramark Services, Inc., the U.S. guarantors and, subject to certain exceptions and qualifications, the respective other foreign borrowers. All obligations under the senior secured credit facilities, and the guarantees of those obligations, are also secured by pledges of 100% of the capital stock of Aramark Services, Inc. and 100% of the capital stock held by Aramark Services, Inc. or any of the U.S. Guarantors. The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, Aramark Services, Inc.’s ability to: incur additional indebtedness; issue preferred stock or provide guarantees; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends, make distributions or repurchase its capital stock; make investments, loans or advances; repay or repurchase any notes; create restrictions on the payment of dividends or other amounts to Aramark Services, Inc. from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing Aramark Services, Inc.’s outstanding notes (or any indebtedness that refinances the notes); and fundamentally change Aramark Services, Inc.’s business. In addition, the senior secured revolving credit facility requires Aramark Services, Inc. to maintain a maximum senior secured leverage ratio and imposes limitations on capital expenditures. The senior secured credit agreement also contains certain customary affirmative covenants, such as financial and other reporting, and certain events of default. At October 2, 2015 , Aramark Services, Inc. was in compliance with all of these covenants. The senior secured credit agreement requires Aramark Services, Inc. to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Covenant Adjusted EBITDA, of 5.875 x, being reduced over time to 5.125 x (as of October 2, 2015 — 5.25 x). Consolidated total indebtedness secured by a lien is defined in the senior secured credit agreement as total indebtedness outstanding under the senior secured credit agreement, capital leases, advances under the Receivables Facility and any other indebtedness secured by a lien reduced by the lesser of the amount of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien and $75 million . Non-compliance with the maximum Consolidated Secured Debt Ratio could result in the requirement to immediately repay all amounts outstanding under such agreement, which, if Aramark Services, Inc.’s revolving credit facility lenders failed to waive any such default, would also constitute a default under the indenture. The actual ratio at October 2, 2015 was 3.29 x. The senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Covenant Adjusted EBITDA to consolidated interest expense, as a condition for Aramark Services, Inc. to incur additional indebtedness and to make certain restricted payments. The minimum Interest Coverage Ratio is 2.00 x for the term of the senior secured credit agreement. If Aramark Services, Inc. does not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, it could be prohibited from being able to incur additional indebtedness, other than the additional funding provided for under the senior secured credit agreement and pursuant to specified exceptions, and make certain restricted payments, other than pursuant to certain exceptions. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and Aramark Services, Inc.’s estimated share of interest expense from one equity method investee. The actual ratio was 4.43 x for the twelve months ended October 2, 2015 . 5.75% Senior Notes due 2020 On March 7, 2013, Aramark Services, Inc. issued $1,000 million of 5.75% Senior Notes due March 15, 2020 (the “Senior Notes”) pursuant to an indenture, dated as of March 7, 2013 (the “Indenture”), entered into by Aramark Services, Inc. The Senior Notes were issued at par. The Senior Notes are unsecured obligations of Aramark Services, Inc. The Senior Notes rank equal in right of payment to all of Aramark Services, Inc.’s existing and future senior debt and senior in right of payment to all of Aramark Services, Inc.’s existing and future debt that is expressly subordinated in right of payment to the Senior Notes. The Senior Notes are guaranteed on a senior, unsecured basis by substantially all of the domestic subsidiaries of Aramark Services, Inc. Interest on the Senior Notes is payable on March 15 and September 15 of each year. The Senior Notes and guarantees are structurally subordinated to all of the liabilities of any of Aramark Services, Inc.’s subsidiaries that do not guarantee the Senior Notes. The Company is a guarantor of Aramark Services, Inc.'s obligations with respect to the Senior Notes. In the event of certain types of changes of control, the holders of the Senior Notes may require Aramark Services, Inc. to purchase for cash all or a portion of their Senior Notes at a purchase price equal to 101% of the principal amount of such Senior Notes, plus accrued and unpaid interest, if any, to the date of repurchase. Beginning March 15, 2015, Aramark Services, Inc. has the option to redeem all or a portion of the Senior Notes at any time at the redemption prices set forth in the Indenture. The Indenture contains covenants limiting Aramark Services, Inc.’s ability and the ability of its restricted subsidiaries to: incur additional indebtedness or issue certain preferred shares; pay dividends and make certain distributions, investments and other restricted payments; create certain liens; sell assets; enter into transactions with affiliates; limit the ability of restricted subsidiaries to make payments to Aramark Services, Inc.; enter into sale and leaseback transactions; merge, consolidate, sell or otherwise dispose of all or substantially all of Aramark Services, Inc.’s assets; and designate Aramark Services, Inc.’s subsidiaries as unrestricted subsidiaries. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Senior Notes to become or to be declared due and payable. Future Maturities and Interest and Other Financing Costs, net At October 2, 2015 , annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter (excluding the $ 15.6 million discount on the senior secured term loan facilities) are as follows (in thousands): 2016 $ 81,427 2017 390,279 2018 36,202 2019 1,373,437 2020 1,037,647 Thereafter 2,390,321 The components of interest and other financing costs, net, are summarized as follows (in thousands): Fiscal Year Ended October 2, 2015 October 3, 2014 September 27, 2013 Interest expense $ 286,261 $ 334,442 $ 425,625 Interest income (4,932 ) (4,338 ) (6,430 ) Other financing costs 4,613 4,782 4,650 Total $ 285,942 $ 334,886 $ 423,845 |