EXHIBIT 1.2
Pricing Agreement
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Salomon Smith Barney Inc.
Underwriters named in Schedule I hereto
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10016
Goldman, Sachs & Co.
85 Broad street
New York, NY 10004
August 20, 2002
Dear Sirs:
ARAMARK Services, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated August 20, 2002 (the "Underwriting Agreement"),
between the Company and ARAMARK Corporation, a Delaware corporation (the
"Guarantor"), on the one hand and Salomon Smith Barney Inc. and Goldman, Sachs
& Co. on the other hand, to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Agreement to the same extent as if
such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as
of the date of the Underwriting Agreement in relation to the Prospectus (as
therein defined), and also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the subject of
this Pricing Agreement. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms
defined in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the
Representatives referred to in such Section 12 are set forth at the end of
Schedule II hereto.
A supplement to the Prospectus, relating to the Designated
Securities, in the form heretofore delivered to you, is now proposed to be
filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please
sign and return to us ten counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement among the
Underwriters, the Company and the Guarantor. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement Among Underwriters,
the form of which shall be submitted to the Company and the Guarantor for
examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof. Very truly yours,
ARAMARK SERVICES, INC.
By: /s/ John M. Lafferty
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Name: John M. Lafferty
Title: Senior Vice President,
Controller and Chief
Accounting Officer
ARAMARK CORPORATION
By: /s/ John M. Lafferty
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Name: John M. Lafferty
Title: Senior Vice President,
Controller and Chief
Accounting Officer
Accepted as of the date hereof:
Salomon Smith Barney Inc.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
By: /s/ James Oakes
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Name: James Oakes
Title: Managing Director
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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