Stock Purchase Agreement [Amendment No. 1] - Knowledge Schools Inc., Children's Discovery Schools of America Inc. and ARAMARK Corp.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "Amendment") is
entered into on March 14, 2003, by and among Knowledge Schools, Inc., a Delaware
corporation ("Holdings"), Children's Discovery Centers of America, Inc., a
Delaware corporation, to be renamed Knowledge Learning Corporation (the
"Buyer"), and ARAMARK Corporation, a Delaware corporation (the "Parent"),
ARAMARK Organizational Services, Inc., a Delaware corporation (the "Seller"),
and ARAMARK Educational Resources, Inc., a Delaware corporation (the "Company").
The Buyer, the Parent, the Seller and the Company are sometimes referred to
herein collectively as the "Parties" or individually as a "Party."
RECITALS
A. WHEREAS, the Parties have entered into that certain Stock Purchase
Agreement dated as of March 3, 2003 (the "Agreement"); and
B. WHEREAS, the Parties desire to modify the Agreement in certain
respects and to clarify certain of their obligations thereunder and have agreed
to enter into the following Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The first sentence of Section 5(b)(ii) is amended in its entirety
and shall read: "As promptly as practicable, and in any event not
later than on March 24, 2003, the Buyer and the Seller shall file with
the Federal Trade Commission and the Antitrust Division of the
Department of Justice the notifications and other information required
to be filed under the Hart-Scott-Rodino Act with respect to the
transactions contemplated hereby."
2. Except as expressly provided in this Amendment, the Agreement
remains unmodified and in full force and effect in accordance with its
terms.
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on
the date first above written.
KNOWLEDGE SCHOOLS, INC.
By: /s/ ADAM COHN
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Title: Adam Cohn, Vice President
CHILDREN'S DISCOVERY CENTERS OF
AMERICA, INC. (to be renamed Knowledge
Learning Corporation)
By: /s/ ADAM COHN
-----------------------------------
Title: Adam Cohn, Vice President
ARAMARK CORPORATION
By: /s/ BARBARA A. AUSTELL
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Title: Senior Vice President, Finance and
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Treasurer
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ARAMARK ORGANIZATIONAL SERVICES, INC.
By: /s/ BARBARA A. AUSTELL
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Title: Vice President
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ARAMARK EDUCATIONAL RESOURCES, INC.
By: /s/ JOHN J. WHEATLEY
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Title: President
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