Exhibit 1.2
Pricing Agreement
J.P. Morgan Securities Inc.
Underwriters named in Schedule I hereto
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, NY 10017
April 17, 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 April 17, 2002 (the "Underwriting Agreement"),
between the Company and ARAMARK Corporation, a Delaware corporation (the
"Guarantor"), on the one hand and J.P. Morgan Securities Inc. 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
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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/ L. Frederick Sutherland
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Name: L. Frederick Sutherland
Title: Vice President
ARAMARK CORPORATION
By: /s/ L. Frederick Sutherland
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Name: L. Frederick Sutherland
Title: Vice President
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
Salomon Smith Barney Inc.
First Union Securities, Inc.
Banc One Capital Markets, Inc.
Credit Lyonnais Securities (USA) Inc.
Fleet Securities, Inc.
PNC Capital Markets, Inc.
By: J.P. Morgan Securities Inc.
By: /s/ Jose C. Padilla
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