S-8

As filed with the Securities and Exchange Commission on May 24, 2007

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARAMARK CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-2051630
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

ARAMARK Tower, 1101 Market Street

Philadelphia, Pennsylvania 19107

(Address of Principal Executive Offices)

ARAMARK Savings Incentive Retirement Plan

(Full Title of the Plan)

The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

(Name and Address of Agent For Service)

(302) 658-7581

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Bart J. Colli, Esq.

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

(215) 238-3000

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum Aggregate offering price	Amount of registration fee
Savings Incentive Retirement Plan Deferral Obligations (1)	$74,000,000	100%	$74,000,000	$2,272.00

(1) The Savings Incentive Retirement Plan Deferral Obligations are unsecured obligations of ARAMARK Corporation to pay deferred compensation in the future in accordance with the terms of the Savings Incentive Retirement Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also relates to an indeterminate amount of interests to be offered or sold pursuant to the Savings Incentive Retirement Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by ARAMARK Corporation (the “Company” or “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

1. Our Annual Report on Form 10-K for the fiscal year ended September 29, 2006;

2. Our Quarterly Reports on Form 10-Q for the quarterly periods ended December 29, 2006 and March 30, 2007; and

3. Our Current Reports on Form 8-K filed on October 5, 2006, November 17, 2006, November 27, 2006, November 29, 2006, December 7, 2006, December 20, 2006, February 1, 2007, February 9, 2007, April 2, 2007, April 5, 2007 and April 13, 2007.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Experts

The consolidated financial statements and schedule of ARAMARK Corporation as of September 30, 2005 and September 29, 2006, and for each of the years in the three-year period ended September 29, 2006, and management’s assessment of the effectiveness of internal control over financial reporting as of September 29, 2006, have been incorporated by reference herein in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report covering the September 29, 2006 financial statements refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123(R), Share Based Payment, and Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an Interpretation of Statement of Financial Accounting Standards No. 143. To the extent that KPMG LLP audits and reports on financial statements of ARAMARK Corporation issued at future dates, and consents to the use of its report thereon, such financial statements also will be incorporated by reference in the registration statement in reliance upon its report and said authority.

Item 4. Description of Securities.

Under the Savings Incentive Retirement Plan (the “Plan”), the Company will provide eligible employees of the Company and its affiliates with the opportunity to elect to defer up to 25% of their cash compensation, with interest deemed to accrue on those deferrals. Subject to certain conditions, in general, the Company may make discretionary matching contributions that match a participating employee’s Salary Deferrals under the Plan at a rate of between 25% and 75%. This match will apply to the first 6% of Compensation deferred from each paycheck, up to the IRS limits for 401(k) plan deferrals by employees. A participating employee will “vest” in his matching contributions account after two years of participation in the Plan or its predecessors, as applicable, or three years of service with the Company or any of its parents or subsidiaries.

The obligations of the Company under the Plan, including the matching contributions, (the “Obligations”) will be unsecured general obligations of the Company to pay the compensation deferred in accordance with the terms of the Plan, along with any interest deemed to accrue on the deferrals, and will rank equally with other unsecured and unsubordinated indebtedness of the Company from time to time outstanding. Because the Company conducts many of operations through its subsidiaries, the right of the Company, and hence the right of creditors of the Company (including participants in the Plan) to participate in a distribution of the assets of a subsidiary upon its liquidation or reorganization or otherwise, necessarily is subject to claims of creditors of the subsidiary, except to the extent that claims of the Company itself as a creditor may be recognized.

The amount of compensation to be deferred by each participant (the “Deferral Account”) will be determined in accordance with the Plan based on elections by the participant, with a maximum deferral of up to 25% of such participant’s pre-tax earnings. Each Deferral Account and any vested matching contributions by the Company generally will be payable upon such participant’s termination of employment, unless deferred by the participant. The deemed earnings on the account and any matching contributions generally will be based on the Moody’s Baa Corporate Bond index for the previous month of October. Deferrals begin earning interest as of the date they would otherwise have been paid to the participant. Interest is compounded quarterly.

The board of directors of the Company reserves the right to amend or terminate the Plan at any time, except that, effective on a change in control of the Company, certain limits apply to the ability to amend or terminate the Plan.

The Obligations are not convertible into another security of the Company. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of the Company. No trustee has been appointed having the authority to take action with respect to the Obligations, and each participant will be responsible for acting independently with respect to, among other things, the giving of notices, responding to any request for consent, waivers, or amendments pertaining to the Obligations, enforcing covenants, and taking action upon a default.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Delaware General Corporation Law authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director, except for liability:

• for breach of duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;

• under Section 174 of the Delaware General Corporation Law (unlawful dividends); or

• for transactions from which the director derived improper personal benefit.

Our amended and restated certificate of incorporation provides that we must indemnify our directors and officers to the fullest extent authorized by the Delaware General Corporation Law. We will also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery to us of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our by laws, agreement, vote of stockholders or disinterested directors or otherwise.

We maintain insurance to protect ourselves and each of our directors, officers and representatives against any such expense, liability or loss, whether or not we would have the power to indemnify him or her against such expense, liability or loss under the Delaware General Corporation Law.

Item 7. Exemption from Registration Claimed.

None.

Item 8. Exhibits

Exhibit No.	Exhibit No.
4.1	ARAMARK Savings Incentive Retirement Plan.
5.1	Opinion of Simpson, Thacher & Bartlett LLP.
5.2	Opinion of Morgan, Lewis & Bockius LLP.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Simpson, Thacher & Bartlett LLP (contained in Exhibit 5.1).
23.3	Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.2).
24	Power of Attorney (contained on signature page of this Registration Statement).

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this 24th day of May, 2007.

ARAMARK CORPORATION
By:	/s/ JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	Senior Vice President, Controller and
	Chief Accounting Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below hereby appoints Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli, John M. Lafferty and Harold B. Dichter, and each of them, as his or her true and lawful agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this registration statement, with all exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
	Chairman, Chief Executive Officer
/s/ JOSEPH NEUBAUER	and Director
Joseph Neubauer	(Principal Executive Officer)	May 24, 2007
	Executive Vice President, Chief
/s/ L. FREDERICK SUTHERLAND	Financial Officer and Director
L. Frederick Sutherland	(Principal Financial Officer)	May 24, 2007
	Senior Vice President, Controller and
/s/ JOHN M. LAFFERTY	Chief Accounting Officer
John M. Lafferty	(Principal Accounting Officer)	May 24, 2007
/s/ CHRISTOPHER HOLLAND	Senior Vice President, Treasurer
Christopher Holland	and Director	May 24, 2007

INDEX TO EXHIBITS

Exhibit No.	Exhibit No.
4.1	ARAMARK Savings Incentive Retirement Plan.
5.1	Opinion of Simpson, Thacher & Bartlett LLP.
5.2	Opinion of Morgan, Lewis & Bockius LLP.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Opinion of Simpson, Thacher & Bartlett LLP (contained in Exhibit 5.1).
23.3	Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.2).
24	Power of Attorney (contained on signature page of this Registration Statement).

EX-4.1

Exhibit 4.1

ARAMARK Savings Incentive Retirement Plan

(A Successor Plan to the “ARAMARK 2005 Stock Unit Retirement Plan”)

Effective as of February 6, 2007

Table of Contents

ARTICLE I.	Definitions and Construction.	1
ARTICLE II.	Participation.	4
ARTICLE III.	Employee Salary Deferrals.	5
ARTICLE IV.	Matching Contributions.	6
ARTICLE V.	Accounts and Investment Treatment of Deferred Compensation.	6
ARTICLE VI.	Distribution on Separation from Service.	7
ARTICLE VII.	Withdrawals During Employment.	8
ARTICLE VIII.	Breaks in Service.	8
ARTICLE IX.	Administration.	8
ARTICLE X.	No Segregation of Assets	11
ARTICLE XI.	Amendment and Termination.	11
ARTICLE XII.	Miscellaneous.	11

ARTICLE I. Definitions and Construction.

1.1 Definitions. Whenever used in this Plan:

Account means any account established for a Participant as provided in Section 5.1.

Account Balance means for each Participant, the total balance standing to the Participant’s Accounts under the Plan at the date of reference.

Affiliate means, with respect to any Company, (a) any corporation (other than such Company) that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code), of which such Company is a member; (b) any other related corporation designated as an affiliate by the Parent Company; or (c) an organization which is a member of an affiliated service group of which the Company is a member.

Age means age on last birthday.

Approved Form means the form or online process provided, in a manner prescribed by the Committee, for a particular purpose.

ARAMARK means ARAMARK Services, Inc., a Delaware corporation.

Basic Salary Deferrals means, for each Participant, the deferrals authorized by the Participant in accordance with Section 3.1(a).

Break in Service means, for an Employee or a former Employee, a period of at least twelve consecutive months during which such individual is not an Employee. Employees shall be given credit for periods of employment with Parent Company and its Affiliates (and any respective predecessor entities) prior to the Merger.

Change in Control shall have the meaning ascribed to it in the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan.

Code means the Internal Revenue Code of 1986, as amended from time to time.

Committee means the Committee described in Section 9.2.

Company means, each with respect to its own employees, ARAMARK and such subsidiary or affiliated companies as may from time to time participate in the Plan by authorization of the Parent Company.

Compensation means, for any Eligible Employee for any Plan Year, such Eligible Employee’s annual base salary and sales commissions (including amounts allocable to paid time off for vacations, holidays, sick leave, and salary deferrals under the ARAMARK 2005 Deferred Compensation Plan and excluding overtime, shift differentials, commissions other than sales commissions, pay allowances, deferred compensation, bonuses and related benefits) earned from the Company and paid to the Employee, computed before reduction by Salary Deferrals under Section 3.1 of this Plan.

Covered Employee means an Employee employed by the Company or an Affiliate on a salaried basis who is not (a) an employee employed by a joint venture in which the Company is a joint venturer, or (b) a person in a position designated by the Company or Affiliate as a “Consultant.” An Employee who is neither a United States citizen nor a United States resident shall not become a Covered Employee.

Early Retirement means, for any Employee, (a) attainment of Age 60 and completion of five or more Years of Service, or (b) incurrence of a total and permanent disability.

Effective Date means February 6, 2007.

Eligible Employee means a Covered Employee who is eligible to make contributions under the Plan as provided in Article II.

Employee means any person employed by the Company or an Affiliate.

Employment Date means, for each Employee, the first day on which the Employee completes an hour for which the Employee is paid or entitled to payment, direct or indirect, from the Company or Affiliate (or the former ARAMARK Corporation or one of its Affiliates, if the Employee was employed by ARAMARK Corporation or one of its Affiliates prior to the Merger), for the performance of duties. If an Employee’s Years of Service are canceled under Section 8.1 and cannot be restored (because the Employee cannot satisfy the requirement of Section 8.1(b)), the Employee’s Employment Date shall be the first day thereafter on which the Employee completes such an hour.

Fiscal Year means the fiscal year of the Parent Company.

Key Employee means any individual specifically approved for participation in this Plan in accordance with the Rules and who is a management or highly compensated employee.

Matching Contributions Account means, for each Participant, the Account established under Section 5.3 to credit the Company’s contributions under Section 4.1.

Merger means the merger of RMK Acquisition Corporation, RMK Finance LLC and ARAMARK Corporation which occurred on January 26, 2007.

Normal Retirement means, for any Employee, attainment of Age 65.

Parent Company means ARAMARK Corporation, a Delaware corporation.

Participant means an Employee or former Employee who has an Account Balance under the Plan.

Period of Service means, for any Employee, the elapsed time between the Employee’s Employment Date and the date of reference, inclusive, disregarding any Break in Service or any period during which such individual is not an Employee to the extent such period falls within a period of at least twelve consecutive months in which the Employee has a Separation from Service by reason of resignation, discharge, or retirement and completes no hours for which the Employee is paid or entitled to payment, direct or indirect, for the performance of duties. Where any portion of an Employee’s Period of Service is to be disregarded in determining Years of Service so that non-successive periods must be aggregated, less than whole year periods shall be aggregated on the basis that 365 days equal a whole year. Employees shall be given credit for periods of employment with the former ARAMARK Corporation or one of its Affiliates prior to the Merger.

Period of Severance means, for any former Employee, the elapsed time between the former Employee’s Separation from Service and the date the former Employee again becomes an Employee.

Plan means the ARAMARK Saving Incentive Retirement Plan.

Plan Administrative Committee means the Committee described in Article IX which is charged with the responsibilities of administering the Plan in accordance with the Rules. As of the Effective Date, the Corporate Governance and Human Resources Committee shall be the Plan Administrative Committee.

Plan Year means each twelve-consecutive-month period ending on September 30.

Prior Plans means the Amended and Restated ARAMARK 2001 Stock Unit Retirement Plan and the ARAMARK 2005 Stock Unit Retirement Plan.

Qualified Retirement Plan means any retirement plan maintained by the Company that is qualified under Code Section 401(a).

Retirement Savings Plan means the ARAMARK Retirement Savings Plan for Salaried Employees, a Qualified Retirement Plan under which contributions are made pursuant to Code Section 401(k).

Rules means the rules adopted by the Plan Administrative Committee relating to the administration of the Plan.

Salary Deferral Account means, for each Participant, the Account established for crediting the portion of the Participant’s Account Balance attributable to Salary Deferrals as provided in Section 5.1.

Salary Deferral Percentage(s) means the percentage(s) of a Participant’s Compensation that the Participant elects to defer under Section 3.1(a) and/or 3.1(b).

Salary Deferrals means, for each Participant, the deferrals authorized by the Participant as provided in Section 3.1(a) and/or 3.1(b).

Separation from Service means termination of an Employee’s status as an Employee (which for these purposes also shall relate to the Employee’s status as an employee of any Company or predecessor entity thereto, measured from the earlier of (a) the date the Employee terminates employment, or (b) the first anniversary of the first day of absence for any other reason. In the case of an Employee who is absent from work for maternity or paternity reasons, the twelve-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence due to pregnancy of the Employee; a birth of a child to the Employee; placement of a child with the Employee in connection with the adoption of such child by the Employee; or care for such child for the period beginning immediately following birth or placement.

Sharing Participant means, for any Plan Year, a person who is an Eligible Employee on the last day of the Plan Year (or is absent for reasons not constituting a Separation from Service); or who has died during the Plan Year while an Eligible Employee of the Company; or who has retired on account of Early or Normal Retirement; or who was an Eligible Employee during the Plan Year and who is an Employee (other than an Eligible Employee) on the last day of the Plan Year, provided, however, that such Employee’s Compensation shall be determined by reference to the Employee’s Compensation paid during the Employee’s service as an Eligible Employee. The term Sharing Participant shall not include any Employee who has not yet completed one Year of Service.

Specified Participant means a Participant who is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof).

Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Year of Participation means, for any Employee, twelve consecutive months during which the Employee is a participant under this Plan, any Prior Plan or any twelve consecutive month period during which the Employee participated in any Qualified Retirement Plan.

Year of Service refers to a credit used to determine whether a Participant is eligible for a Company contribution or has sufficient service to have a nonforfeitable interest in the Participant’s Account Balance attributable to the Participant’s Matching Contributions Account. Each Employee shall be credited with a number of Years of Service equal to the length of the Participant’s Period of Service, except that the following shall be disregarded:

(a) any Break in Service (including any period immediately following a Separation from Service which has lasted less than twelve months as of the date of reference but ultimately does last at least twelve months); and

(b) any period for which the Employee’s Years of Service are canceled under Section 8.3 and are not restored under that Section.

1.2 Gender. The masculine gender shall include the feminine.

1.3 Notices. Any notice or filing to be made with the Committee or any Company shall be made in accordance with the Rules.

ARTICLE II. Participation.

2.1 Eligible Employees. Each Covered Employee who was eligible to participate in the Prior Plan immediately prior to the Effective Date also shall be eligible to participate in this Plan as of the Effective Date. Each other Covered Employee who satisfies the following requirements shall be eligible to participate in the Plan as of the date the Covered Employee first satisfies such requirements:

(a) the Employee is identified as a Key Employee, and

(b) the Employee is in active employment.

Covered Employees who satisfy the foregoing requirements shall be eligible to participate in the Plan on the first day of the month following one full calendar month during which the Covered Employee meets the requirements.

2.2 Participation. Participation in the Plan by an Eligible Employee is entirely voluntary and is subject to the following rules:

(a) Participation on Effective Date of Employees who Participated in Prior Plans. Each Employee who becomes eligible to participate in the Plan as of the Effective Date as a result of such Employee’s participation in the Prior Plans, as described in Section 2.1 above, shall be deemed to have elected to participate in this Plan as of the Effective Date, and such Employee’s elections under the Prior Plans, including any Salary Deferral elections and beneficiary designations, as in effect immediately prior to the

Effective Date, shall continue to apply under this Plan until changed by the Participant in accordance with the provisions of this Plan. Any other Eligible Employee that did not participate as of the Effective Date may elect to participate at a later date, in accordance with the provisions of this Plan, by completing and submitting an Approved Form, provided such individual is an Eligible Employee at such later date.

(b) Participation on or after Effective Date of Newly-Eligible Employees. Any Employee who first becomes eligible to participate in the Plan on or after the Effective Date may elect to participate at any time prior to the 30th day after the Employee completes the eligibility requirements of Section 2.1; provided, such Employee is an Eligible Employee at the time the Employee elects to participate.

(c) Participation on or after Effective Date of all Other Employees. Each Eligible Employee that does not become a Participant under Section 2.2(a) or (b) may elect to become a Participant as of the first day of any succeeding calendar year by electing to make deferrals as set forth in Article III.

(d) Effective Date of Participation. The effective date of an Employee’s participation in the Plan shall be the first day of the payroll period immediately following the date an Eligible Employee files notice with the Plan Administrative Committee pursuant to Section 2.2(a), (b) or (c) above.

(e) Continuation of Participation. If an Employee who becomes a participant of this Plan ceases to be a Key Employee, the Employee’s eligibility for continued participation in this Plan shall be subject to the Rules.

(f) No Duplication of Participation. Notwithstanding the foregoing provisions of this Article, any Employee who is eligible to participate in a Qualified Retirement Plan shall not be eligible to participate in this Plan for the same period.

(g) Exceptions to Participation Requirements. The Plan Administrative Committee, acting in accordance with the Rules, may waive the eligibility requirements of Section 2.1 with respect to any individuals the Committee specifically designates.

2.3 Beneficiary Designation. Each Participant shall designate the beneficiary or beneficiaries who shall receive the death benefit, if any, payable under Section 6.2. Such designation shall be made by filing an Approved Form for that purpose in accordance with the Rules. A Participant who previously had participated in the Prior Plan shall be deemed to have designated the beneficiary or beneficiaries of the Prior Plan as his or her beneficiary under this Plan unless and until such Participant shall have made a subsequent designation of a beneficiary. A Participant may also revoke or change a beneficiary designation at any time by filing an Approved Form in accordance with the Rules. If a Participant fails to elect a beneficiary, or is not survived by a designated beneficiary, the Participant’s beneficiary shall be the Participant’s estate.

ARTICLE III. Employee Salary Deferrals.

3.1 Salary Deferrals.

(a) Salary Deferrals. Under an election procedure established by the Committee, each Eligible Employee who is participating in the Plan may direct the Company to defer a percentage of the Eligible Employee’s Compensation. The amount of the Salary Deferrals under this Section for an Eligible Employee shall be at least 1% of the Eligible Employee’s Compensation for the period to which the election applies, and may, in multiples of 1%, be up to 25% (or such higher percentage as the Parent Company may select from time to time) of the Eligible Employee’s Compensation.

(b) Notice to Plan Administrative Committee. An Eligible Employee who wishes to defer Compensation under this Section for any period shall, in the manner specified in the Rules, so notify the Plan Administrative Committee and authorize the Committee to reduce the Eligible Employee’s Compensation for such period by the amount of the Eligible Employee’s Salary Deferral Percentage election provided, however, that except as provided in Section 2.2(a) such Eligible Employee’s election to defer such Compensation must be made not later than the close of the preceding calendar year, unless the Eligible Employee first becomes a participant pursuant to Section 2.2(b), in which case such Eligible Employee must make an election to defer any as yet unearned Compensation at any time prior to the 30th day after the date such Eligible Employee becomes eligible to participate in the Plan.

3.2 Change in Contributions. A Participant is not permitted to stop, increase, decrease or resume the Participant’s Salary Deferral Percentage(s) during the calendar year, unless the Participant has incurred a Separation from Service or the Participant is no longer eligible to participate in the Plan, in which case the Participant’s Salary Deferrals will immediately cease.

ARTICLE IV. Matching Contributions.

4.1 Amount of Contributions. As soon as administratively practicable after the end of each Plan Year, the Parent Company may make a discretionary matching contribution (“Matching Contributions”) to the Matching Contributions Accounts of Sharing Participants of between a minimum of 25% and a maximum of 75% of such Sharing Participants’ Salary Deferrals for such Plan Year, excluding:

(a) Salary Deferrals made by the Sharing Participant prior to such Sharing Participant’s completion of one Year of Service;

(b) Salary Deferrals in excess of the first 6% of a Participant’s Compensation for any payroll period; and

(c) Salary Deferrals in excess of the maximum elective deferrals permitted under a qualified cash or deferred plan pursuant to Section 401(g) of the Code for the calendar year in which the Plan Year ends.

The percentage of Salary Deferrals on which the amount of Matching Contributions is to be based shall be the matching percentage contributed by the Parent Company to the Retirement Savings Plan for the same Fiscal Year.

4.2 Allocations to Participants. Matching Contributions made with respect to a Plan Year shall be credited only to the Matching Contributions Account of each Participant who is a Sharing Participant for the Plan Year based upon the Participant’s Salary Deferral for such Plan Year.

ARTICLE V. Accounts and Investment Treatment of Deferred Compensation.

5.1 Credits to Participants’ Accounts. Accounts shall be established for each Participant. Each Participant’s Salary Deferrals shall be credited to the Participant’s Salary Deferral Account and each Participant’s Matching Contributions shall be credited to the Participant’s Matching Contributions Account.

5.2 Interest Credited to Salary Deferrals. Any amount credited to either a Participant’s Salary Deferral Account and Matching Contributions Account shall accrue interest in the manner specified by the Committee in accordance with the Rules.

5.3 Valuation of Salary Deferral and Matching Contributions Accounts. As of the last day of each month or such shorter period as is specified by the Plan Administrative Committee in accordance with the Rules, all interest accrued during that period shall be credited to the Salary Deferral Accounts and Matching Contributions Accounts of Participants.

5.4 Effect of Distributions or Withdrawals. If a distribution or withdrawal is made, the payment determination date shall be the last day of the month (or such shorter period as is specified by the Plan Administrative Committee in accordance with the Rules) in which the distribution is due or the withdrawal is requested. The Participant’s appropriate Account or Accounts shall be reduced by the amount distributed or withdrawn. Subject to Section 6.5, a distribution or withdrawal shall be paid as soon as reasonably practicable after the payment determination date. The amount due any Participant with respect to the Participant’s Salary Deferral Account and Matching Contributions Account shall be determined by the valuation under Section 5.3.

ARTICLE VI. Distribution on Separation from Service.

6.1 Termination of Employment on Account of Retirement, After Completion of Two Years of Participation or Three Years of Service, or Following a Change in Control. A Participant’s entire Account Balance may be payable to the Participant, in accordance with Section 6.5, following a Separation from Service but only if such Separation from Service: (a) is on account of Early or Normal Retirement, (b) except as provided in Section 6.4 below, occurs after the Participant has completed two or more Years of Participation or has been credited with three or more Years of Service, or (c) occurs on or after, or results in a distribution on or after, a Change in Control.

6.2 Death. Upon the death of a Participant at any time, the Participant’s entire Account Balance shall be payable, in accordance with Section 6.5, to the beneficiary designated or otherwise applicable pursuant to Section 2.3.

6.3 Termination of Employment Prior to Completing Two Years of Participation or Three Years of Service and Prior to a Change in Control. Except as provided in Section 6.1 or Section 6.2, a Participant who ceases to be an Employee before completing two Years of Participation or before receiving credit for three or more Years of Service shall be paid the Participant’s entire Account Balance other than the Participant’s Matching Contributions Account, which shall be forfeited, in accordance with Section 6.5.

6.4 Separation from Service for Cause. A Participant who ceases to be an Employee receiving credit for three or more Years of Service and whose Separation from Service is on account of “cause,” i.e., commission of a crime or other conduct which directly and adversely affects the Company, or disclosure of confidential information, or other aid and assistance to a competitor of the Company, shall be paid the Participant’s entire Account Balance other than the Participant’s Matching Contributions Account, which shall be forfeited, in accordance with Section 6.5. The determination of cause under this Section shall be made by the Committee, and shall be final and binding on all parties. This Section 6.4 shall have no effect following a Change in Control.

6.5 Method of Payment. Payment of any Accounts upon a distribution or withdrawal shall be made in accordance with Section 5.4. Distribution of a Participant’s Accounts may be made in a lump sum cash payment or in installments pursuant to a valid election made by the Participant in accordance with Section 9.2 and the Rules. Notwithstanding anything in the Plan to the contrary, distributions to Specified Participants, may not be made before the date that is six (6) months after such Specified Participant’s Separation from Service.

ARTICLE VII. Withdrawals During Employment.

7.1 Withdrawal of Salary Deferral Account. A Participant may make withdrawals from the Participant’s Salary Deferral Account solely due to the occurrence of an Unforeseeable Emergency if approved by the Plan Administrative Committee in its sole discretion. The Participant shall certify in writing to the Plan Administrative Committee that the purpose of the withdrawal is due to an Unforeseeable Emergency and shall provide such documentation to that effect as may be requested by the Plan Administrative Committee to assist it in its determination. The amounts distributed due to an Unforeseeable Emergency cannot exceed the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

7.2 Withdrawal of Matching Contributions Account. A Participant is not permitted to withdraw any amounts from the Participant’s Matching Contributions Account while still an Employee.

ARTICLE VIII. Breaks in Service.

8.1 Cancellation of Years of Service. An Employee’s Years of Service and Years of Participation shall be canceled for purposes of computing the Employee’s nonforfeitable interest in the Employee’s Account Balance under Articles VI and VII if the Employee has a Separation from Service before the Employee has met the requirements for Early or Normal Retirement, and before the Employee is credited with two Years of Participation, or three Years of Service. If a former Employee again becomes an Employee the Employee’s Years of Service and Years of Participation shall be restored if the Employee becomes an Employee before incurring five consecutive Breaks in Service, or if the Employee was at any time a Participant in the Plan, and

(a) the Employee is credited with a Year of Service after the Employee’s prior Years of Service were canceled; and

(b) the Employee had to the Employee’s credit when the Employee’s Years of Service were canceled a Period of Service longer than the Employee’s longest Period of Severance that follows the date the Employee’s Years of Service were canceled.

ARTICLE IX. Administration.

9.1 Overall Responsibility. Parent Company, acting by resolution of its Board of Directors or of a duly authorized Committee, shall have overall responsibility and authority for the Plan including control and management of the Accounts of the Plan, design of the Plan, the right to amend the Plan, the exercise of all administrative functions provided in the Plan or necessary to the operation of the Plan, except such functions as are assigned to other persons pursuant to the Plan.

9.2 Committee.

(a) Appointment and Tenure. Parent Company shall appoint a Plan Administrative Committee, which shall consist of not less than three members, each of whom (1) shall be a member of the Board of Directors of the Parent Company, and (2) shall be a non-employee director (within the meaning of Section (c) (2) of SEC Rule 16b-3, or any successor provision). The Committee shall

hold office during the pleasure of the Board of Directors of Parent Company, and such Board of Directors shall fill all vacancies on the Committee. As of the Effective Date, the Corporate Governance and Human Resources Committee of the Board of Directors shall serve as the Plan Administrative Committee.

(b) Administrator of the Plan. The Plan Administrative Committee shall be sole administrator of the Plan and as such have sole responsibility and authority to control the operation and administration of the Plan, including, without limiting the generality of the foregoing, (i) determination of benefit eligibility and amount and certification thereof, (ii) issuance of directions to pay any fees, taxes, charges, or other costs incidental to the operation and management by the administrator of the Plan; (iii) issuance of directions as to the cash needs of the Plan; (iv) the preparation and filing of all reports required to be filed with any agency of the government; (v) compliance with all disclosure requirements imposed by law; (vi) maintenance of all books of account, records and other data as may be necessary for proper administration of the Plan, (vii) approval of the amount of employer contribution referred to in Section 4.1, provided, however, that the Plan Administrative Committee may delegate to other persons such of its functions (other than (vii) above) as it deems appropriate.

(c) Rules of Administration. The Plan Administrative Committee shall adopt such Rules and regulations for administration of the Plan as it considers desirable, provided they do not conflict with the Plan, and may construe the Plan, correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate the Plan and such action shall be conclusive.

(d) Claims Procedure. The Committee shall adopt a written procedure whereunder a Participant or beneficiary shall appeal any denial of benefits claimed to be due such Participant or beneficiary.

(e) Compensation and Expenses. The members of the Committee shall serve without compensation for services as such, but all normal and reasonable expenses of the Committee shall be paid by ARAMARK.

(f) Reliance on Reports and Certificate. The Committee will be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports which will be furnished by any accountant, controller, counsel, or other person who is employed or engaged for such purposes.

(g) Liability and Responsibility of Committee. The members of the Committee shall be fully protected in respect to any action taken or suffered by them in good faith in reliance upon the advice of its advisors. To the extent permitted by law, the Company shall indemnify members of the Committee against any liability or loss sustained by reason of any act or failure to act in such capacity as Committee members, if such act or failure to act does not involve willful misconduct. Such indemnification includes attorneys’ fees and other costs and expenses reasonably incurred in defense of any action brought against such members by reason of any such act or failure to act. No bond or other security shall be required of any member of the Committee.

(h) Elections to Extend Deferrals After a Separation from Service. In addition to the other powers and authority granted under this Section 9.2, the Plan Administrative Committee shall be specifically authorized to adopt Rules to allow Participants to elect to defer those distributions, that would otherwise be payable upon a Separation from Service pursuant to Section 6.1, to a time or times after the Separation from Service. Such Rules may specify the manner in which any such election may be made, and for example may provide, among other things, that any such election must be made in writing prior to such Separation from Service, on the forms established by the Plan Administrative Committee, and that once made any such election is irrevocable. Notwithstanding anything herein to the contrary, any election to defer distributions hereunder shall not take effect until at least twelve (12) months following

the date on which such election is made and the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made.

9.3 Services of the Plan. Parent Company and the Committee may contract for legal, investment advisory, medical, accounting, clerical, and other services to carry out the Plan. The costs of such services shall be paid by ARAMARK.

9.4 Liability for Administration. Neither the Committee, the Company, Parent Company, nor any of its directors, officers, or employees shall be liable for any loss due to its error or omission in administration of the Plan unless the loss is due to the gross negligence or willful misconduct of the party to be charged.

ARTICLE X. No Segregation of Assets

The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company, or any Affiliate, for payment of any benefits hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant or other person shall have only the rights of a general unsecured creditor of ARAMARK with respect to any rights under the Plan.

ARTICLE XI. Amendment and Termination.

11.1 Amendment or Termination of Plan. The Board of Directors of the Parent Company may amend or terminate the Plan at any time. Notwithstanding the foregoing, effective upon a Change in Control, no amendment or termination of the Plan shall modify, without the consent of the affected Participants, any provision relating to amounts contributed or deferred under the Plan on or prior to the Change in Control.

11.2 Sale of Affiliate. In the event that a Participant in this Plan ceases to be an Employee by reason of the sale or spin-off of an Affiliate that constitutes a change in the ownership or effective control of, or in the ownership of a substantial portion of the assets of, such Affiliate under Code Section 409A(a)(2)(A)(v), such Participant shall be treated as a terminated employee and distribution of the Participant’s Account Balance under this Plan shall be made in accordance with Article VI.

ARTICLE XII. Miscellaneous.

12.1 No Assignment or Alienation of Benefits. Except as hereinafter provided with respect to domestic relations orders (as defined in Section 414(p)(1)(B) of the Code), a Participant’s Account may not be voluntarily or involuntarily assigned or alienated. In cases of domestic relations orders, the Company will observe the terms of the Plan unless or until ordered to do otherwise by a state or Federal court. As a condition of participation, a Participant agrees to hold the Company harmless from any claims that arise out of the Company’s obeying the final order of any state or Federal court, whether such order effects a judgment of such court or is issued to enforce a judgment or order of another court. In addition, for application only to Plan Participants subject to Section 16 of the Securities Exchange Act of 1934, the requirements of SEC Rule 16a-12 (or any successor provision) are specifically incorporated herein by reference.

12.2 Effect on Employment. This Plan shall not confer upon any person any right to be continued in the employment of the Company or an Affiliate.

12.3 Facility of Payment. If ARAMARK deems any person incapable of receiving benefits to which such person is entitled by reason of age of minority, illness, infirmity, or other incapacity, it may direct that payment be made directly for the benefit of such person or to any person selected by ARAMARK to disburse it, whose receipt shall be a complete acquittance therefore. Such payments shall, to the extent thereof, discharge all liability of ARAMARK, the Company, and the party making the payment.

12.4 Tax Withholding. Distributions from the Plan may be subject to tax withholding for Federal, state, and local taxes. Participant, by agreeing to participate in the Plan, consents to the timely withholding of such taxes, either through a reduction in the amount of the distribution, withholding from other amounts payable by Company to Participant, including salary and bonus payments, or by payment to ARAMARK in cash of an appropriate amount in taxes.

12.5 Applicable Law. Except as provided by Federal law, the Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except for provisions relating to Employer Common Stock, which shall be governed by and construed in accordance with the laws of the State of Delaware.

12.6 Effective Date. The foregoing provisions of this Plan shall apply to individuals (or beneficiaries of individuals) who are Employees on or after the Effective Date, except as may otherwise be provided in the Plan. The rights of any other individual (or beneficiary) shall be determined by the provisions of the Plan as in effect on the date of such individual’s latest Separation from Service except as may be provided by specific reference in any amendment adopted thereafter.

12.7 SEC Rule 16b-3. Transactions pursuant to this Plan are intended to come within the exemptions provided by SEC Rule 16b-3 (or any successor provision) with respect to persons who are subject to Section 16 of the Securities Exchange Act of 1934 to the full extent provided thereby. Any provision required by such Rule to be set forth in this Plan is incorporated herein by reference, and any inconsistent provision herein (other than Section 11.1) is superseded.

12.8 Deferred Compensation Provisions. Notwithstanding anything herein to the contrary, any payments hereunder that would be subject to the additional income tax imposed by Section 409A of the Code shall be deferred until the earliest date that such payments may be made without the imposition of such tax.

EX-5.1

[Simpson Thacher & Bartlett LLP Letterhead]

Exhibit 5.1

May 24, 2007

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, Pennsylvania 19107

Ladies and Gentlemen:

We have acted as counsel to ARAMARK Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) which the Company intends to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Company of $74,000,000 of deferred compensation obligations of the Company (the “Deferral Obligations”) pursuant to the ARAMARK Savings Incentive Retirement Plan (the “Plan”).

We have examined copies of the Plan, the Registration Statement (including the exhibits thereto) and the related prospectus. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that all newly issued Deferral Obligations have been duly authorized.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ SIMPSON THACHER & BARTLETT LLP

EX-5.2

Exhibit 5.2

Opinion of Morgan Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Tel: 215.963.5000

Fax: 215.963.5001

www.morganlewis.com

May 24, 2007

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

Re: ARAMARK Corporation

Registration Statement on Form S-8 relating to the

ARAMARK Savings Incentive Retirement Plan

Ladies and Gentlemen:

We have acted as special counsel in the Commonwealth of Pennsylvania for ARAMARK Corporation, a Delaware corporation (the “Company”), in connection with the preparation of this opinion, which we understand will be filed as an exhibit to the above-referenced Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”). The Registration Statement relates to $74,000,000 of deferred compensation plan deferral obligations of the Company (the “Deferral Obligations”), which represent unsecured obligations of the Company to pay deferred compensation in accordance with the terms of (i) the ARAMARK Savings Incentive Retirement Plan (the “Plan”), (ii) the rules and procedures relating to the Plan (the “Rules & Procedures”) and (iii) the ARAMARK Savings Incentive Retirement Plan (SIRP) Deferral & Payment Election Form and a copy that you have provided to us of sample electronic images relating to the process for making deferral and payment elections online (collectively, the “Election Forms”).

In connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Plan, the Rules & Procedures, the Election Forms and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

ARAMARK Corporation

May 24, 2007

Page 2

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

We have also assumed for purposes of our opinion that the Plan, the Rules & Procedures and the Election Forms have been duly authorized by all requisite corporate action.

Based upon the foregoing, we are of the opinion that, when Election Forms have been duly completed, executed and delivered to the Company by participants in the Plan and approved by the Company, the Deferral Obligations will be valid and binding obligations of the Company, enforceable in accordance with the terms of the Plan, the Rules & Regulations and the Election Forms.

The opinion expressed above is subject to bankruptcy, insolvency, fraudulent transfer and similar laws affecting the rights and remedies of creditors generally and general principles of equity.

The opinion expressed herein is limited to the laws of the Commonwealth of Pennsylvania.

We hereby consent to the use of this opinion as Exhibit 5.2 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

ARAMARK Corporation:

We consent to the use of our reports dated November 20, 2006, with respect to the consolidated balance sheets of ARAMARK Corporation and subsidiaries as of September 30, 2005 and September 29, 2006, and the related consolidated statements of income, cash flows and shareholders’ equity for each of the fiscal years in the three-year period ended September 29, 2006, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of September 29, 2006 and the effectiveness of internal control over financial reporting as of September 29, 2006 incorporated herein by reference and to the reference to our firm under the heading “Experts” in the registration statement. Our audit report on the consolidated financial statements refers to accounting changes as a result of the adoption of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment and Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of Statement of Financial Accounting Standards No. 143.

Philadelphia, Pennsylvania

May 18, 2007