S-4

As filed with the Securities and Exchange Commission on June 7, 2007

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARAMARK Corporation

(Exact name of registrant as specified in its charter)

Delaware	95-2051630
(State of Incorporation)	(I.R.S. Employer Identification No.)

ARAMARK Tower

1101 Market Street

Philadelphia, Pennsylvania 19107

(215) 238-3000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Bart J. Colli, Esq.

Executive Vice President, General Counsel and Secretary

ARAMARK Corporation

ARAMARK Tower

1101 Market Street

Philadelphia, Pennsylvania 19107

(215) 238-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Joseph H. Kaufman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

(212) 455-2000

Approximate date of commencement of proposed exchange offer: As soon as practicable after this Registration Statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Note		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
8.50% Senior Notes due 2015	$	1,280,000,000	100	%	$	1,280,000,000	$	39,296.00
Senior Floating Rate Notes due 2015	$	500,000,000	100	%	$	500,000,000	$	15,350.00
Guarantees of 8.50% Senior Notes due 2015(2)		N/A(3)	N/A(3)			N/A(3)		N/A(3)
Guarantees of Senior Floating Rate Notes due 2015(2)		N/A(3)	N/A(3)			N/A(3)		N/A(3)

(1) Estimated solely for the purpose of calculating the registration fee under Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(2) See inside facing page for additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF REGISTRANT GUARANTORS

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Addison Concessions, Inc.	Delaware	23-3068280	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
American Snack & Beverage, LLC	Florida	65-0099517	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK American Food Services, LLC	Ohio	34-4197320	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Asia Management, LLC	Delaware	20-1697406	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Aviation Services Limited Partnership	Delaware	36-3940986	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Business Dining Services of Texas, LLC	Texas	23-2573583	1199 S. Belt Line Rd., Coppell, TX 75019	215-238-3000
ARAMARK Campus, LLC	Delaware	23-3102688	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Capital Asset Services, LLC	Wisconsin	39-1551693	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Cleanroom Services, LLC	Delaware	23-2062167	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Cleanroom Services (Puerto Rico), Inc.	Delaware	20-2644041	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Clinical Technology Services, LLC	Delaware	33-0694408	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Confection, LLC	Delaware	36-2392940	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Consumer Discount Company	Pennsylvania	23-2704523	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Correctional Services, LLC	Delaware	23-2778485	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK CTS, LLC	Delaware	36-4503103	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Distribution Services, Inc.	Illinois	36-1164580	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Educational Group, LLC	Delaware	23-2573586	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Educational Services of Texas, LLC	Texas	23-1717332	1199 S. Belt Line Rd., Coppell, TX 75019	215-238-3000

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
ARAMARK Educational Services of Vermont, Inc.	Vermont	23-2263511	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Educational Services, LLC	Delaware	23-1354443	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Engineering Associates, LLC	Delaware	36-4358960	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Entertainment, LLC	Delaware	11-2145117	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Executive Management Services USA, Inc.	Delaware	23-3029011	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Facilities Management, LLC	Delaware	23-2636400	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Facility Management Corporation of Iowa	Iowa	13-3444248	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Facility Services, LLC	Delaware	20-8482211	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK FHC Business Services, LLC	Delaware	85-0485361	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Campus Services, LLC	Delaware	85-0485370	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Correctional Services, LLC	Delaware	85-0485374	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Healthcare Support Services, LLC	Delaware	85-0485377	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Kansas, Inc.	Kansas	04-3719118	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Refreshment Services, LLC	Delaware	85-0485381	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC School Support Services, LLC	Delaware	85-0485386	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Services, LLC	Delaware	16-1653189	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC Sports and Entertainment Services, LLC	Delaware	85-0485389	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK FHC, LLC	Delaware	02-0652458	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Food and Support Services Group, Inc.	Delaware	23-2573585	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
ARAMARK Food Service, LLC	Delaware	23-0404985	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Food Service Corporation of Kansas	Kansas	13-3703705	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Food Service of Texas, LLC	Texas	74-1310443	2005 Lake Robbins Drive, Spring 77380	215-238-3000
ARAMARK FSM, LLC	Delaware	37-1462108	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Healthcare Support Services of Texas, Inc.	Texas	23-2575102	2005 Lake Robbins Drive, Spring 77380	215-238-3000
ARAMARK Healthcare Support Services of the Virgin Islands, Inc.	Delaware	23-2654936	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Healthcare Support Services, LLC	Delaware	23-1530221	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK/HMS, LLC	Delaware	51-0363060	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK India Holdings LLC	Delaware	20-5396223	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Industrial Services, LLC	Delaware	38-2712298	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Japan, Inc.	Delaware	37-1437224	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Kitty Hawk, Inc.	Idaho	23-2167428	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Management Services Limited Partnership	Delaware	36-3797749	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Marketing Services Group, Inc.	Delaware	23-1630859	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Organizational Services, Inc.	Delaware	23-3029013	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK RAV, LLC	Delaware	38-3655870	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK RBI, Inc.	Delaware	23-2732825	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Refreshment Services, LLC	Delaware	23-1673482	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Schools, LLC	Delaware	23-3102689	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
ARAMARK SCM, Inc.	Delaware	04-3652050	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Senior Living Services, LLC	Delaware	20-0648583	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Senior Notes Company	Delaware	23-2693518	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of HI, Inc.	Hawaii	23-2983665	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of IL, Inc.	Illinois	23-2983669	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of MI, Inc.	Michigan	23-2983689	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of NJ, Inc.	New Jersey	23-2983702	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of OH, Inc.	Ohio	23-2983707	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of SC, Inc.	South Carolina	23-2983715	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services Management of WI, Inc.	Wisconsin	23-2983725	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services of Kansas, Inc.	Kansas	23-2525399	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Services of Puerto Rico, Inc.	Delaware	66-0231810	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK SM Management Services, Inc.	Delaware	36-3744854	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK SMMS LLC	Delaware	23-3099982	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK SMMS Real Estate LLC	Delaware	23-3099984	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
ARAMARK Sports and Entertainment Group, LLC	Delaware	23-2573588	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Sports and Entertainment Services, LLC	Delaware	23-1664232	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Sports and Entertainment Services of Texas, LLC	Texas	23-2573584	2005 Lake Robbins Drive, Spring 77380	215-238-3000
ARAMARK Sports Facilities, LLC	Delaware	20-3808955	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
ARAMARK Sports, LLC	Delaware	23-3102690	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Summer Games 1996, LLC	Delaware	23-2820402	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK U.S. Offshore Services, LLC	Delaware	23-3020180	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
ARAMARK Uniform & Career Apparel Group, Inc.	Delaware	23-2816365	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform & Career Apparel, LLC	Delaware	95-3082883	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Manufacturing Company	Delaware	23-2449947	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Matchpoint) LLC	Delaware	20-5396299	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Midwest) LLC	Delaware	20-4799404	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Texas) LLC	Delaware	20-4488401	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Pittsburgh) LLC	Delaware	20-4488478	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Rochester) LLC	Delaware	75-3102371	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Santa Ana) LLC	Delaware	20-0989729	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (Syracuse) LLC	Delaware	61-1437731	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Uniform Services (West Adams) LLC	Delaware	20-2038791	115 North First Street, Burbank, CA 91502	215-238-3000
ARAMARK Venue Services, Inc.	Delaware	23-2986471	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Delsac VIII, Inc.	Delaware	23-2449950	115 North First Street, Burbank, CA 91502	215-238-3000
Fine Host Holdings, LLC	Delaware	47-1567694	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Galls, an ARAMARK Company, LLC	Delaware	20-3545989	2680 Palumbo Dr. Lexington, KY 40509	215-238-3000
Harrison Conference Associates, LLC	Delaware	11-2516961	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harrison Conference Center of Glen Cove, Inc.	New York	11-2385640	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000

Exact Name of Registrant as Specified in its Charter	State or other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (IF NONE WRITE N/A)	Address, Including Zip Code, of Registrant’s Principal Executive Offices	Phone Number
Harrison Conference Center of Lake Bluff, Inc.	Illinois	36-2679415	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harrison Conference Services of Massachusetts, LLC	Massachusetts	04-2528586	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harrison Conference Services of North Carolina, LLC	North Carolina	11-3092159	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harrison Conference Services of Princeton, Inc.	New Jersey	11-2730949	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harrison Conference Services of Wellesley, LLC	Massachusetts	04-2969190	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harry M. Stevens, LLC	Delaware	20-8482129	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harry M. Stevens, Inc. of New Jersey	New Jersey	13-5589767	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Harry M. Stevens, Inc. of Penn.	Pennsylvania	13-6097356	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Kowalski-Dickow Associates, LLC	Wisconsin	39-1453115	2300 Warrenville Road Downer’s Grove, IL 60515	215-238-3000
L&N Uniform Supply, LLC	California	95-2309531	115 North First Street, Burbank, CA 91502	215-238-3000
Lake Tahoe Cruises, LLC	California	94-2599810	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Landy Textile Rental Services, LLC	Delaware	20-8482253	115 North First Street, Burbank, CA 91502	215-238-3000
MyAssistant, Inc.	Pennsylvania	23-3050214	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Overall Laundry Services, Inc.	Washington	91-1138829	115 N. First Street Burbank, CA 91502	215-238-3000
Paradise Hornblower, LLC	California	94-3136374	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Restaura, Inc.	Michigan	38-1206635	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
SeamlessWeb Professional Solutions, LLC	Delaware	134-09-3796	232 Madison Ave. New York, 10016	215-238-3000
Shoreline Operating Company, Inc.	California	77-0484063	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
Tahoe Rocket LP	California	94-3390484	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000
The Menu Marketing Group, LLC	Delaware	87-0763723	232 Madison Ave. New York, 10016	215-238-3000
Travel Systems, LLC	Nevada	88-0119879	c/o 1101 Market Street, Philadelphia, PA 19107	215-238-3000

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion Dated June 7, 2007

ARAMARK Corporation

Offer to Exchange

All Outstanding

8.50% Senior Notes due 2015 ($1,280,000,000 principal amount outstanding)

and All Outstanding Senior Floating Rate Notes due 2015

($500,000,000 principal amount outstanding) for 8.50% Senior Notes due 2015

and Senior Floating Rate Notes due 2015

which have been registered under the Securities Act of 1933

The Exchange Offer:   •     We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.   •     You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.   •     The exchange offer expires at 5:00 p.m., New York City time, on             , 2007, unless extended. We do not currently intend to extend the expiration date.   •     The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.   •     We will not receive any proceeds from the exchange offer. The Exchange Notes:   •     The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes.   •     The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable.   Resales of the Exchange Notes:   •     The exchange notes may be sold in the over-the-counter-market, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.  

See “ Risk Factors” beginning on page 20 for a discussion of certain risks that you should consider before participating in the exchange offer.

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.

We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                  , 2007.

Table of Contents

	Page
Summary	1
Risk Factors	20
Statements Regarding Forward-Looking Information	33
The Transactions	35
Ownership Structure	38
Use of Proceeds	39
Capitalization	40
Unaudited Pro Forma Condensed Consolidated Financial Information	41
Selected Historical Consolidated Financial Data	46
Management’s Discussion and Analysis of Results of Operations and Financial Condition	48
Business	74
Management	92
Security Ownership of Certain Beneficial Owners and Management	101
Description of Other Indebtedness	103
The Exchange Offer	108
Description of Senior Notes	118
Registration Rights	180
Book-entry Settlement and Clearance	182
United States Federal Income Tax Consequences of the Exchange Offer	185
Certain ERISA Considerations	186
Plan of Distribution	187
Legal Matters	188
Experts	188
Available Information	188
Index to Financial Statements and Schedule	F-1
Annex I	A-1

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.

This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after that date.

i

Industry and market data

The data included in this prospectus regarding markets and ranking, including the size of certain markets and our position and the position of our competitors within these markets, are based on our management’s knowledge and experience in the markets in which we operate. These estimates have also been based on information obtained from our trade and business organizations and other contacts in the markets in which we operate. While we believe these sources are reliable, we have not verified the research by any independent source.

ii

Summary

This summary highlights information appearing elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before participating in the exchange offer. You should carefully read this summary together with the entire prospectus, including the information presented under the section entitled “Risk factors.”

Unless otherwise indicated or the context otherwise requires, references in this prospectus to “ARAMARK,” “we,” “our,” “us” and “the Company” and similar terms refer to ARAMARK Corporation, and its subsidiaries on a consolidated basis, which were acquired pursuant to the Transactions (as described below), and references to the “Issuer” refer to ARAMARK Corporation, the issuer of the outstanding notes and the exchange notes. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Transactions. Our fiscal year ends on the Friday nearest September 30 in each year. In this prospectus, when we refer to our fiscal years, we say “fiscal” and the year number, as in “fiscal 2006,” which refers to our fiscal year ended September 29, 2006. In addition, “client” refers to those businesses and other organizations which engage us to provide services. “Customers” refers to those consumers of our services, such as employees, students and patrons, to whom our clients provide us access.

Our company

We are a leader in professional services, providing award-winning food services, facilities management, and uniform and career apparel to clients such as universities and school districts, healthcare institutions, stadiums and arenas, businesses, and government departments and agencies around the world. We operate in two businesses: Food and Support Services (“FSS”) and Uniform and Career Apparel (“AUCA”). The FSS business provides food, hospitality and facility services. The AUCA business includes the rental, sale, cleaning and delivery of personalized uniform and career apparel. Through our expansive service offerings and geographic presence, our approximately 240,000 employees as of September 29, 2006 (including seasonal employees) currently serve thousands of clients and millions of customers in 18 countries around the world, providing services that are critical to the operations of our clients. Since fiscal 1995, we have grown sales from continuing operations at a compound annual growth rate of 8.8% while maintaining generally consistent operating margins. For fiscal 2006, we generated sales and operating income of $11.6 billion and $530.5 million, respectively.

Our broad range of services, diversified client base and high client retention rates have made us the largest FSS provider in North America and among the top three providers in most other countries where we operate, as well as the second largest uniform and career apparel provider in the United States. Our sales are highly diversified by client. Other than, collectively, a number of U.S. government agencies, no single client accounted for more than 2% of consolidated sales during any of the last five fiscal years. We have had an overall annual client retention rate of approximately 94% (measured by comparing management’s projected annual sales for each period with actual sales for such period) over the previous five fiscal years, which we believe reflects strong client satisfaction and leads to a stable and predictable sales base.

1

The following chart provides a brief overview of our business:

	Food and Support Services		Uniform and Career Apparel
	United States	International	Rental	Direct Marketing
Sales (Fiscal 2006)	$7,454 million	$2,547 million	$1,202 million	$418 million
Operating Income (Fiscal 2006)(1)	$398 million	$109 million	$134 million	$(44) million(2)
Services	Food, hospitality and facilities	Food, hospitality and facilities	Rental, sale, cleaning, maintenance and delivery of personalized uniform and career apparel and other items	Direct marketing of personalized uniforms, career apparel and public safety equipment
Sectors	Education, healthcare, business and sports and entertainment	Principally business; operations are conducted in 17 countries, including the United Kingdom, Canada, Germany, Chile, Ireland, Spain, South Korea, Belgium, Mexico and China	Business, manufacturing, transportation and service industries	Business, public institutions and individuals

(1) Excludes unallocated corporate expenses of $66.5 million.

(2) Includes a charge of $46.3 million for goodwill impairment and adjustments to asset and liability carrying values in our AUCA—Direct Marketing segment related to our decision to exit the healthcare uniform sector.

Food and Support Services (“FSS”)

Our FSS business provides food, hospitality and facility services for colleges and universities, school districts, healthcare facilities, businesses, correctional institutions, sports, entertainment and recreational venues, conference and convention centers and national and state parks. At most of the locations where we operate, we are the exclusive provider of these services and are responsible for hiring, training and supervising substantially all of our personnel in addition to ordering, receiving, preparing and serving food and beverage items sold at those locations. Our facilities services capabilities are broad, and include plant operations and maintenance, custodial/housekeeping, energy management, clinical equipment maintenance, groundskeeping, capital project management and building commissioning. For fiscal 2006, our FSS business accounted for 86% of our consolidated sales.

We generally use two types of contracts in our FSS business: profit and loss (“P&L”) contracts and client interest contracts. These contracts differ in the amount of financial risk that we bear and, accordingly, the potential compensation, profits or fees we may receive. Under P&L contracts, we receive all of the sales from, and bear all of the expenses of, the provision of our services at a client location. Client interest contracts include management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or operating costs. For our client interest contracts, both our upside potential and downside risk are reduced compared to our P&L contracts. For fiscal 2006, approximately 74% of our FSS sales were derived from P&L contracts with the remaining 26% derived from client interest contracts. Generally, we prefer P&L contracts as these arrangements allow us more management flexibility and provide us with greater potential to grow our operating profits.

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Our FSS business is divided into two segments—United States and International. FSS U.S. operations serve various sectors (education, healthcare, business, and sports and entertainment), while our FSS international operations predominantly service the business sector. The following table outlines our FSS sales by U.S. sector and the International segment for fiscal 2006:

	2006
United States
Education	23.2	%
Healthcare	13.3	%
Business (including Corrections)	22.3	%
Sports and Entertainment	15.7	%
International	25.5	%
Total	100	%

FSS—U.S. segment. Our FSS U.S. segment is characterized by sector and client diversity and types of services offered. No individual client, other than, collectively, a number of U.S. government agencies, represented more than 2% of our consolidated sales during any of the last five fiscal years. Our FSS U.S. operations focus on serving clients in four principal sectors:

Education. We provide a wide range of food and facility support services at more than 1,000 colleges, universities, school systems and districts and private schools. We offer our education clients a single source provider for managed service solutions, including dining, catering, food service management, convenience-oriented retail operations, facilities maintenance, custodial, grounds, energy, construction management, capital project management and building commissioning.

Healthcare. We provide a wide range of non-clinical support services to approximately 1,000 healthcare and senior living facilities in North America. We offer healthcare organizations a single source provider for managed service solutions, including non-clinical patient food and nutrition services, retail food services, plant operations, environmental services, energy management, laundry and linen distribution, clinical equipment maintenance, strategic/technical services, supply chain management and central transportation.

Business. We specialize in offering a variety of dining services to businesses, particularly on-site restaurants, catering, vending and office coffee, convenience stores and executive dining rooms. We also provide facility management services to business and industry clients, which include the management of housekeeping, plant operations and maintenance, groundskeeping and other services. Our business clients include over 350 members of the S&P 500 and 45 members of the Fortune 50.

We provide correctional food services and operate commissaries, laundry facilities and property rooms and provide facilities management services for more than 500 state, county and municipal clients and in 2006, we served over 350 million meals at those client locations.

Sports and Entertainment. We provide concessions, suite catering, retail services, recreational and lodging services and facility management services at sports and entertainment facilities. We serve facilities that host 78 professional and college sports teams, including 45 teams in Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League. Our sports and entertainment clients also include 39 convention and civic centers and 15 national and state parks. We also own 50% of SMG, a leader in providing outsourced management of public assembly facilities including arenas, stadiums and theaters, as well as convention centers. On May 11, 2007, we entered into an agreement to sell our interest in SMG. We expect this sale to be completed during the third or fourth quarter of fiscal 2007.

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FSS—International segment. Our FSS International segment provides services that are similar to those provided to FSS clients in the United States. However, in this segment, our mix of clientele is weighted more towards business clients than the FSS U.S. segment. Our international services are currently provided in 17 countries outside the United States. Our largest international operations are in the United Kingdom, Canada, Germany, Chile, Ireland, Spain and Belgium, and in each of these countries we are one of the leading food service providers. We also have operations in Argentina, Mexico, South Korea, China and the Czech Republic.

We have provided food, hospitality and facility services at a number of international sporting events, including thirteen Olympic games since our first summer Olympics in Mexico City in 1968 and the FIFA World Cup, including the 2002 and 2006 World Cups. We have historically expanded our international operations to new countries through the acquisition of leading independent food service providers, with existing management maintaining an ownership interest in the operations for some post-acquisition period. Our most recent expansions were in Chile, China and Ireland. We also own 49.85% of AIM Services Co., Ltd., a leader in providing outsourced food services in Japan with revenues for its fiscal year ended March 31, 2006 of $1.0 billion.

Uniform and Career Apparel (“AUCA”)

Our AUCA business provides uniforms, career and image apparel, equipment, work clothes and accessories to meet the needs of clients in a wide range of industries in the United States, including manufacturing, transportation, construction, restaurants and hotels, public safety, healthcare and pharmaceutical and many others. We supply garments, other textile and paper products, public safety equipment and other accessories through rental and direct purchase programs to businesses, government agencies and individuals. For fiscal 2006, our AUCA business accounted for 14% of our consolidated sales. AUCA is organized into two segments: rental and direct marketing.

AUCA—Rental segment. AUCA’s Rental segment provides a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance. We rent or lease uniforms, career and image apparel, work clothing, outerwear and other textile and related products to businesses in numerous industries throughout the United States. We also offer nongarment items and related services, as well as paper products and safety products. Our uniform rental business is the second largest in the United States. We provide these services through a national network of more than 2,800 pick-up and delivery routes from over 200 company facilities and cover over 180 of the top 200 metropolitan statistical areas in the United States. We manufacture a significant portion of our uniform inventory at our cutting and sewing plants in Mexico with the balance, along with other textile and related items, purchased from vendors around the world.

AUCA—Direct Marketing segment. Our Direct Marketing segment designs, sells and distributes personalized uniforms, rugged work clothing, outerwear, business casual apparel and footwear, public safety equipment and accessories through mail order catalogs, the Internet, telemarketing and field sales representatives. Our Direct Marketing segment serves to complement our higher margin Rental segment by enabling us to offer a full range of product offerings to our clients.

Industry overview

We operate in two principal businesses, both of which are highly fragmented and characterized by attractive industry conditions.

Food and Support Services

We believe based on management estimates that the total global addressable FSS business opportunity is $600.0 billion, split approximately evenly between food services and facility support. Of this, we believe only approximately 25% is currently outsourced, resulting in approximately $450.0 billion of additional opportunity for industry growth. The FSS business is highly fragmented, with the top five largest competitors capturing approximately $50.0 billion of the addressable business.

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We expect that the demand for outsourced food and facility support services will continue to increase, driven by client preferences including: the desire to focus on their core businesses, the need to deliver a high level of customer satisfaction, the desire to reduce costs in comparison with self-administered programs, and the ability to obtain food and facility support services from a single provider.

Uniform and Career Apparel

Although we estimate the aggregate sales for the U.S. uniform and career apparel industry to be approximately $16.0 billion, we estimate the total U.S. business opportunity at $36.0 billion based on a potential addressable population of workers who could purchase or rent uniforms for work each day. This industry is both under-penetrated and highly fragmented with over 400 competitors and the two largest providers, including ARAMARK, representing only 26% of existing industry sales. Although the business is tied to the size of the U.S. labor force, demand continues to increase, driven by a number of factors including: a growing preference by employers to create corporate identity and brand awareness, an increased importance of employee identification for security reasons, employers requiring workers to wear specific uniforms for their safety and uniforms helping to enhance worker morale and promote teamwork.

Strengths

Consistent growth in sales and operating cash flows. Since fiscal 1995, we have grown sales from continuing operations at a compound annual growth rate of 8.8% while maintaining generally consistent operating margins. Our performance has been driven by high client retention rates, a strong focus on new client wins and the fact that approximately 52% of our sales come from non-cyclical sectors (education, healthcare, stadiums and arenas and correctional facilities). In addition, our company generates strong operating cash flow as a result of relatively low capital expenditures, net of asset disposals, representing approximately 2.3% of sales for fiscal 2006 and modest working capital requirements.

High client retention rates. We are focused on providing world-class experiences, environments and outcomes for our clients and customers by developing relationships based on service excellence, partnership and mutual understanding. As a result, we have had an overall annual client retention rate of approximately 94% over the previous five years for the FSS and AUCA—Rental businesses combined, and of our top twenty clients in each of FSS and AUCA in 2006, all except one have been clients since 2001.

Client and geographic diversity. We have a diverse geographic presence, serving thousands of clients and millions of customers in 18 countries around the world in our two FSS segments. We serve, among others, the facilities that host 78 professional and college sports teams, more than 1,000 colleges, universities, school systems and districts and private schools across the United States, approximately 1,000 healthcare and senior living facilities in North America, more than 500 correctional facilities, as well as over 350 members of the S&P 500 and 45 members of the Fortune 50.

In addition to the United States, we provide FSS services in 17 other countries, with our larger international operations including those in the United Kingdom, Canada, Germany, Chile, Ireland, Spain, South Korea, Belgium, Mexico and China. For fiscal 2006, international FSS sales were $2.5 billion representing 22% of overall sales, up over $1.5 billion since fiscal 2000, or an approximately 17% compound annual growth rate, and up $1.7 billion since fiscal 1995, or an approximately 11% compound annual growth rate. We continue to diversify our international operations, including through acquisitions, with 36% of fiscal 2006 international sales coming from outside the United Kingdom, Canada and Germany compared to 14% in fiscal 1995.

Our AUCA business serves a variety of businesses of different sizes and across several different industries. With clients in 45 states and one Canadian province, and over 200 service and distribution centers across the United States and two service centers in Ontario, Canada, the Rental segment has a broad, diverse client base with no client representing more than 2% of our AUCA sales during any of the last five fiscal years.

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Leading position. We are the largest FSS provider in North America and among the top three providers in most of the countries where we operate, as well as the second largest uniform and career apparel provider in the United States.

Experienced management team with a track record of success. Our experienced management team has a track record of operational excellence. Our Chief Executive Officer, Joseph Neubauer, has been with us for 27 years, and our executive management team has an average of 12 years with ARAMARK and 14 years in the industry. Importantly, our management is experienced operating in a levered capital structure after our management-led leveraged buyout in 1984, ultimately achieving an investment grade rating from Moody’s Investors Service, Standard and Poor’s and Fitch Ratings.

Strong equity sponsorship. Our equity sponsors, GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus have over $70.0 billion in assets under management and are private equity investors with a strong track record of successful investments in the service industry.

Strategy

Maintain commitment to understanding customer preferences. Understanding the detailed food and beverage preferences of our customers is critical to our success. Through research and operational experience, we are able to tailor our service offerings to maintain and increase customer satisfaction, as we offer broad, retail-oriented food services.

Expand FSS presence in under-penetrated areas. In the FSS industry, we believe there is up to a $600.0 billion business opportunity and only approximately 25% of such opportunity is currently outsourced leaving ample room for future growth. Moreover, certain client sectors, such as healthcare, education and corrections, are particularly under-penetrated, with many large educational institutions and school districts, large healthcare facilities and correctional institutions still self-operating their internal food and facilities support services. With the growing client preference to focus on their core business, these three client sectors in particular represent attractive expansion opportunities for us.

Achieve greater participation with existing clients. We are committed to growing organically by achieving higher customer participation and spending levels within our existing FSS client base. Through our knowledge

and understanding of our customers’ particular preferences, we plan to constantly improve and tailor our service offerings to attract more customers from the on-site population and increase per customer spending levels and frequency within our existing client accounts.

Improve our cross-selling capabilities. In our FSS segment, we currently provide food, facilities and clinical technology services at only 5% of the more than 1,000 healthcare facilities in which we operate, which represents a significant cross-selling opportunity. In our AUCA segment, there is a significant opportunity to increase our provision of ancillary services, such as sanitation tools and linens, to our existing uniform clients. In addition, we intend to increase our cross-selling efforts to provide uniform services to our FSS clients and vice versa.

Further expand internationally in FSS business. We currently operate FSS operations in 17 countries outside the United States and the countries in which we operate represent nearly 70% of the world’s GDP. By focusing on organic growth and end-customer preferences, making selective acquisitions, and taking advantage of under-penetrated opportunities in certain sectors in Europe, we believe that over time we have an opportunity to be one of the top three providers in a group of countries that together represent approximately 80% of the world’s GDP.

Penetrate “non-user” population in AUCA business. It is estimated that approximately 26 million workers in the United States are currently employed in job categories that have a high propensity to be in a uniform program, but are not participating. We believe that we can convert a portion of this opportunity over time to support our organic growth.

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Company Information

We were incorporated in Delaware on February 17, 1959. We were formerly known as ARAMARK Services, Inc. and on March 30, 2007, we completed a merger with our direct parent, ARAMARK Corporation, and the combined entity assumed the name ARAMARK Corporation. Our principal executive offices are located at ARAMARK Tower, 1101 Market Street, Philadelphia, PA 19107, and our telephone number at that address is (215) 238-3000.

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The Sponsors

GS Capital Partners

Since 1986, Goldman Sachs has raised thirteen private equity and mezzanine investment funds aggregating $56 billion of capital commitments. GS Capital Partners is the private equity vehicle through which The Goldman Sachs Group, Inc. conducts its privately negotiated corporate equity investment activities. GS Capital Partners is currently investing its GS Capital Partners VI fund. GS Capital Partners is a global private equity group with a focus on large, sophisticated business opportunities in which value can be created through leveraging the resources of Goldman Sachs.

CCMP Capital Advisors

A premier private equity firm, CCMP Capital Advisors, LLC and its predecessors have invested over $10 billion in over 375 buyout and growth equity transactions since 1984. The foundation of CCMP Capital’s investment approach is to leverage the combined strengths of its deep industry expertise and proprietary global network of relationships by focusing on five targeted industries (Consumer, Retail and Services; Energy; Healthcare Infrastructure; Industrials; and Media and Telecom). Through active management and its powerful value creation model, CCMP Capital’s team has established a reputation as a world-class investment partner.

Prior to forming CCMP Capital, the firm’s principals led the buyout and growth equity investment business of J.P. Morgan Partners, LLC, a private equity division of JPMorgan Chase & Co. CCMP Capital follows the successful investment strategy its principals developed and implemented as members of JPMorgan Partners.

CCMP Capital is a registered investment adviser with the Commission.

J.P. Morgan Partners

J.P. Morgan Partners, LLC (“JPMP”) is a private equity division of JPMorgan Chase & Co., one of the largest financial institutions in the United States. JPMP has invested over $15 billion worldwide in consumer, media, energy, industrial, financial services, healthcare and technology companies since its inception in 1984.

As of August 1, 2006, the investment professionals of JPMP formed entities independent of JPMorgan Chase. The buyout and growth equity professionals formed CCMP Capital Advisors, LLC, which focuses exclusively on buyout and growth equity investments primarily in five targeted industry sectors in the U.S. and Europe. The venture team formed Panorama Capital, LLC, and continues to focus on technology and life sciences investments. CCMP Capital and Panorama continue to manage the JPMP investments pursuant to a management agreement with JPMorgan Chase & Co.

JPMP is a registered investment adviser with the Commission.

Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. (“THL Partners”) is one of the oldest and most successful private equity investment firms in the United States. Since its founding in 1974, THL Partners has invested approximately $12 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $90 billion, completed over 200 add-on acquisitions for portfolio companies, and generated superior returns for its investors and partners. THL Partners identifies and acquires substantial ownership positions in large growth-oriented

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companies through acquisitions, recapitalizations and direct investments. The firm currently manages approximately $20 billion of committed capital. Notable transactions sponsored by the firm include Dunkin Brands, Michael Foods, Warner Music Group, General Nutrition Companies, Houghton Mifflin Company, Fisher Scientific International, Experian Information Solutions, TransWestern Holdings, Cott Corporation and Snapple Beverage.

Warburg Pincus

Warburg Pincus LLC (“Warburg Pincus”) has been a leading private equity investor since 1971. The firm currently has approximately $20 billion of assets under management and invests in a range of industries including consumer and retail, industrial, business services, healthcare, financial services, energy, real estate, technology, media and telecommunications. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. The firm has an active portfolio of more than 100 companies. Significant current and past investments include: Neiman Marcus, Knoll (NYSE: KNL), TransDigm (NYSE: TDG), Mattel (NYSE: MAT), Mellon Financial (NYSE: MEL), Neustar (NYSE: NSR), BEA Systems (NASDAQ: BEAS) and Coventry Health Care (NYSE: CVH). Since inception, Warburg Pincus has raised 12 private equity funds which have invested more than $26 billion in 570 companies in 30 countries.

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Summary of the terms of the exchange offer

On January 26, 2007, we completed the private offering of the outstanding notes. In this prospectus, the term “outstanding notes” refers to the 8.50% Senior Notes due 2015 and the Senior Floating Rate Notes due 2015 all issued in the private offering. The term “exchange notes” refers to the 8.50% Senior Notes due 2015 and the Senior Floating Rate Notes due 2015, all as registered under the Securities Act of 1933, as amended (the “Securities Act”). The term “notes” refers to both the outstanding notes and the exchange notes.

General In connection with the private offering, we entered into a registration rights agreement with J.P. Morgan Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets, Inc., Wachovia Capital Markets, LLC, Barclays Capital Inc., Calyon Securities (USA) Inc., NatCity Investments, Inc., HVB Capital Markets Inc., PNC Capital Markets, LLC, GE Capital Markets, Inc., Rabo Securities USA, Inc., Mitsubishi UFJ Securities International plc, Mizuho International plc, and Greenwich Capital Markets, Inc. (collectively, the “initial purchasers”), the initial purchasers of the outstanding notes, in which we and the guarantors agreed, among other things, to use our reasonable best efforts to complete the exchange offer for the outstanding notes within 240 days after the date of issuance of the outstanding notes.

You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:

• the exchange notes have been registered under the Securities Act;

• the exchange notes are not entitled to any registration rights which are applicable to the outstanding notes under the registration rights agreement; and

• certain additional interest rate provisions are no longer applicable.

The exchange offer We are offering to exchange up to:

• $1,280,000,000 in principal amount of 8.50% Senior Notes due 2015, which have been registered under the Securities Act, for any and all outstanding Senior Notes due 2015; and

• $500,000,000 in principal amount of Senior Floating Rate Notes due 2015, which have been registered under the Securities Act, for any and all outstanding Senior Floating Rate Notes due 2015.

You may only exchange outstanding notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all respective outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.

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Upon completion of the exchange offer, there may be no market for the outstanding notes and you may have difficulty selling them.

Resale Based on interpretations by the staff of the Securities and Exchange Commission, or the “SEC”, set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, if:

(1) you are acquiring the exchange notes in the ordinary course of your business;

(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

(3) you are not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act; and

(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaging in, intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are an affiliate of ARAMARK, then:

(1) you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and

(2) in the absence of an exception from the position of the SEC stated in (1) above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of the exchange notes that you receive in the exchange offer. See “Plan of distribution.”

Expiration date The exchange offer will expire at 5:00 p.m., New York City time, on                    , 2007, unless extended by us. We do not currently intend to extend the expiration date of the exchange offer.

Withdrawal You may withdraw the tender of your outstanding notes at any time prior to the expiration date of the exchange offer. We will return to

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you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.

Interest on the exchange notes and the outstanding notes Each exchange note will bear interest at the rate per annum set forth on the cover page of this prospectus from the most recent date to which interest has been paid on the outstanding notes. The interest on the senior floating rate notes is payable on each February 1, May 1, August 1 and November 1, beginning May 1, 2007. The interest on the senior fixed rate notes is payable on each February 1 and August 1, beginning August 1, 2007. No interest will be paid on outstanding notes following their acceptance for exchange.

Conditions to the exchange offer The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange offer—Conditions to the exchange offer.”

Procedures for tendering outstanding notes If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or “DTC”, and wish to participate in the exchange offer for the outstanding notes, you must comply with the Automated Tender Offer Program procedures of DTC.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:

(1) you are acquiring the exchange notes in the ordinary course of your business;

(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

(3) you are not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act; and

(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must represent to us that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of such exchange notes.

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If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaged in, or intend to engage in, or have an arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are an affiliate of the Issuer, then you cannot rely on the positions and interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.

Special procedures for beneficial owners If you are a beneficial owner of outstanding notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact such person promptly and instruct such person to tender those outstanding notes on your behalf.

Guaranteed delivery procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal and any other documents required by the letter of transmittal or you cannot comply with the DTC procedures for book-entry transfer prior to the expiration date, then you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange offer—Guaranteed delivery procedures.”

Effect on holders of outstanding notes In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes that grants the holders of outstanding notes registration rights. By making the exchange offer, we will have fulfilled a covenant under the registration rights agreement. Accordingly, we will not be obligated to pay additional interest as described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement and we will not be obligated to pay additional interest as described in the registration rights agreement. See “Registration rights.”

To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

Consequences of failure to exchange All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the

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exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.

Material income tax considerations The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “United States federal income tax consequences of the exchange offer.”

Use of proceeds We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer.

Exchange agent The Bank of New York, whose address and telephone number are set forth in the section captioned “The Exchange offer—Exchange agent” of this prospectus, is the exchange agent for the exchange offer.

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Summary of the Terms of the Exchange Notes

The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be governed by the same indenture under which the outstanding notes were issued and the exchange notes and the outstanding notes will constitute a single class and series of notes for all purposes under the indenture. The following summary is not intended to be a complete description of the terms of the notes. For a more detailed description of the notes, see “Description of senior notes.”

Issuer ARAMARK Corporation.

Securities $1,280,000,000 in principal amount of 8.50% senior fixed rate notes due 2015.

$500,000,000 in principal amount of senior floating rate notes due 2015.

Maturity date The senior fixed rate notes and the senior floating rate notes each will mature on February 1, 2015.

Interest payment dates Interest on the senior fixed rate notes is payable on February 1 and August 1 of each year, beginning on August 1, 2007.

Interest on the senior floating rate notes is payable on February 1, May 1, August 1 and November 1 of each year, beginning on May 1, 2007.

Interest rate and form of payment The senior fixed rate notes bear interest at a rate of 8.50% per annum.

Interest on the senior floating rate notes accrues at a rate per annum, reset quarterly, equal to three-month LIBOR (as defined) plus 3.50%.

Interest on the notes accrued from January 26, 2007.

Guarantees The notes are guaranteed on an unsecured senior basis by each of our wholly-owned domestic subsidiaries that guarantees our senior secured credit facilities. All of our domestic subsidiaries, other than our receivables finance subsidiary and certain immaterial subsidiaries, are guarantors of the notes.

Ranking The outstanding notes are and the exchange notes will be senior unsecured obligations of the Issuer and:

• rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes;

• rank equal in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes, including our existing senior notes due 2012; and

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• be effectively subordinated to all of our existing and future secured debt (including obligations under our senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the senior notes.

Similarly, the senior note guarantees will be senior unsecured obligations of the guarantors and will:

• rank senior in right of payment to all of the applicable guarantor’s existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes;

• rank equal in right of payment to all of the applicable guarantor’s existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes; and

• be effectively subordinated to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the senior notes.

As of March 30, 2007, (1) the notes and related guarantees ranked effectively junior to approximately $4,188.7 million of senior secured indebtedness (including $54.7 million of payment obligations relating to capital lease obligations), (2) we had an additional $563.0 million of unutilized capacity under our revolving credit facility, and (3) the notes ranked equal in right of payment to our existing senior notes due 2012. In addition, $238.0 million of funding was outstanding under our $250.0 million receivables facility as of March 30, 2007.

Optional redemption We may redeem some or all of the senior fixed rate notes at any time on or after February 1, 2011 and some or all of the senior floating rate notes at any time on or after February 1, 2009, in each case at the redemption prices set forth in this prospectus.

We may redeem some or all of the senior fixed rate notes prior to February 1, 2011 and some or all of the senior floating rate notes prior to February 1, 2009, in each case at a price equal to 100% of the principal amount of the notes redeemed plus the applicable “make-whole” premium as described in this prospectus.

We may also redeem up to 35% of the senior fixed rate notes at any time before February 1, 2010 and up to 35% of the senior floating rate notes at any time before February 1, 2009, in each case, at the redemption prices set forth in this prospectus using the proceeds of certain equity offerings.

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Change of control and asset sales If we experience specific kinds of changes of control, we will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If we sell assets under certain circumstances, we will be required to make an offer to purchase the notes at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See “Description of senior notes—Repurchase at the option of Holders.”

Certain covenants The indenture governing the senior notes restricts our ability and the ability of our restricted subsidiaries to, among other things:

• 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 us;

• enter into sale and leaseback transactions;

• merge, consolidate, sell or otherwise dispose of all or substantially all of our assets; and

• designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to important exceptions and qualifications described under the heading “Description of senior notes.”

The exchange notes generally will be freely transferable but will also be new securities for which there will not initially be a market.

Use of proceeds We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. See “Use of proceeds.”

Risk factors

See “Risk factors” for a discussion of certain factors that you should carefully consider before deciding to participate in the exchange offer.

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Summary historical and pro forma consolidated financial data

Set forth below is summary historical consolidated financial data and summary pro forma consolidated financial data of ARAMARK at the dates and for the periods indicated. The historical data for the fiscal years 2004, 2005 and 2006 have been derived from ARAMARK’s historical consolidated financial statements included elsewhere in this prospectus, which have been audited by KPMG LLP. We derived the historical data for the six months ended March 31, 2006 and the periods ended January 26, 2007 and March 30, 2007 and the balance sheet data presented below at March 31, 2006 and March 30, 2007 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. These unaudited condensed consolidated financial statements include, in our opinion, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the results for the periods covered. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.

The summary unaudited pro forma consolidated financial data for the year ended September 29, 2006 and six months ended March 30, 2007 have been prepared to give effect to the Transactions in the manner described in the section of this prospectus captioned “Unaudited pro forma condensed consolidated financial information” as if they had occurred on October 1, 2005 and September 30, 2006, respectively, in the case of the summary unaudited pro forma consolidated statement of income data. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for informational purposes only and do not purport to represent what our results of operations actually would have been if the Transactions had occurred at any date, and such data do not purport to project the results of operations for any future period.

The summary historical and pro forma consolidated financial data should be read in conjunction with the sections captioned “The Transactions,” “Unaudited pro forma condensed consolidated financial information,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of results of operations and financial condition” and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

	Historical													Pro Forma
	Predecessor											Successor		Fiscal Year(1) 2006			Six Months Ended March 30, 2007
	Fiscal Year(1)							Six Months Ended March 31, 2006		September 30, 2006 through January 26, 2007		January 27, 2007 through March 30, 2007
(in millions)	2004		2005		2006
								(unaudited)		(unaudited)		(unaudited)		(unaudited)			(unaudited)
Statement of income data:
Sales	$	10,192.2	$	10,963.4	$	11,621.2		$	5,755.4	$	3,945.9	$	2,145.6	$	11,621.2		$	6,091.5
Costs and expenses:
Cost of services provided(2)		9,222.3		9,921.8		10,537.5			5,222.0		3,587.0		1,932.5		10,538.8			5,519.9
Depreciation and amortization		298.0		320.1		339.3			165.5		116.4		79.2		453.8			231.5
Selling and general corporate expense(3)		134.4		141.3		178.9			85.7		173.9		25.2		172.5			85.3
Goodwill impairment(2)		—		—		35.0			—		—		—		35.0			—
Operating income		537.6		580.2		530.5			282.2		68.6		108.7		421.1			254.8
Interest and other financing costs, net(3)		122.4		127.0		139.9			69.2		48.7		104.0		537.6			272.2
Income/(loss) from continuing operations before income taxes and cumulative effect of change in accounting principle		415.2		453.2		390.6			213.0		19.9		4.7		(116.5	)		(17.4	)
Provision/(benefit) for income taxes(4)		152.1		164.7		129.2			61.3		5.1		0.2		(66.5	)		(10.9	)
Income/(loss) from continuing operations before cumulative effect of change in accounting principle		263.1		288.5		261.4			151.7		14.8		4.5	$	(50.0	)	$	(6.5	)
Income from discontinued operations, net(5)		—		—		3.1			—		—		—
Cumulative effect of change in accounting principle, net(6)		—		—		(3.4	)		—		—		—
Net income/(loss)	$	263.1	$	288.5	$	261.1		$	151.7	$	14.8	$	4.5

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	Historical
	Predecessor															Successor
	Fiscal Year(1)									Six Months Ended March 31, 2006			September 30, 2006 through January 26, 2007			January 27, 2007 through March 30, 2007
(in millions)	2004			2005			2006
										(unaudited)			(unaudited)			(unaudited)
Statement of cash flows data:
Net cash provided by/(used in):
Operating activities from continuing operations	$	517.6		$	611.8		$	585.8		$	183.7		$	(76.1	)	$	212.5
Investing activities from continuing operations		(439.4	)		(365.9	)		(396.5	)		(136.3	)		(139.9	)		(6,144.1	)
Financing activities from continuing operations		(77.3	)		(235.1	)		(197.7	)		(47.5	)		305.0			5,865.8
Other financial data:
Capital expenditures, net of disposals(7)		288.3			294.0			270.7			102.8			61.5			48.3
Balance sheet data (at period end):
Cash and cash equivalents	$	45.3		$	56.1		$	47.7		$	56.0					$	70.8
Working capital(8)		(134.7	)		(85.2	)		(67.3	)		41.4						71.5
Total assets		4,821.6			5,157.1			5,263.3			5,173.2						10,316.5
Total debt (including current portion of long term debt)		1,868.7			1,840.9			1,803.3			1,903.1						6,226.0
Total shareholders’ equity		1,149.7			1,325.5			1,521.6			1,413.8						1,426.0

(1) Fiscal years 2004, 2005 and 2006 refer to the fiscal years ended October 1, 2004, September 30, 2005, and September 29, 2006, respectively. All periods presented are 52-week years.

(2) During fiscal 2006, we recorded a charge of approximately $35.0 million to reflect goodwill impairment and additional charges of $11.3 million in cost of services provided to reflect inventory write-downs and severance accruals in the Uniform and Career Apparel—Direct Marketing segment. In addition, we adopted SFAS No. 123R, “Share-Based Payment,” during the first quarter of fiscal 2006 and recorded a charge of $16.0 million in cost of services provided related to the expensing of stock options for fiscal 2006. During the second quarter of fiscal 2005, we recorded a gain of $9.7 million from the sale of real estate by an equity affiliate, as well as charges of $7.4 million for exiting our West Africa business and severance. During fiscal 2004, we incurred a $10.0 million charge related to a management change.

(3) During the Predecessor period from September 30, 2006 through January 26, 2007, the Company recorded costs of $112.1 million related to the Transaction. These costs, which are included in “Selling and general corporate expenses,” consist of $11.2 million of accounting, investment banking, legal and other costs associated with the Transaction, a compensation charge of approximately $77.1 million related to the accelerated vesting and buyout of employee stock options and restricted stock units, and a charge of approximately $23.8 million related to change in control payments to certain executives. During the Successor period from January 27, 2007 through March 30, 2007, the Company recorded a charge of $12.8 million for the cost of obtaining a bridge financing facility, which is included in “Interest and Other Financing Costs, net.”

(4) During fiscal 2006, we recorded a $14.9 million favorable income tax adjustment based on the settlement of certain open tax years.

(5) In the third quarter of fiscal 2003, we completed the sale of ARAMARK Educational Resources (AER) to Knowledge Learning Corporation for approximately $250 million in cash. AER has been accounted for as a discontinued operation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” AER’s results of operations have been removed from the Company’s results of continuing operations for all periods presented. At the time of sale, certain accruals were established for liabilities expected pursuant to the indemnification provisions of the sale agreement. In the fourth quarter of fiscal 2006, the remaining accrual balances were adjusted to reflect current expectations, resulting in additional income from discontinued operations of $3.1 million, net of tax.

(6) During fiscal 2006, we adopted the provisions of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” and recognized an after-tax charge of $3.4 million for the cumulative effect of the change in accounting principle. See note 7 to the audited consolidated financial statements of the Predecessor included elsewhere in this prospectus.

(7) Capital expenditures, net of disposals represents purchases of property and equipment and client contract investments less disposals of property and equipment. For the fiscal years ended 2004, 2005 and 2006, the amount of disposals of property and equipment was $20.5 million, $21.6 million and $49.1 million, respectively; and for the periods ended March 31, 2006, January 26, 2007 and March 30, 2007 were $39.7 million, $20.1 million and $1.5 million, respectively.

(8) Working capital represents accounts receivable, net, plus inventories, plus prepayments and other current assets, minus accounts payable, accrued payroll and related expenses, and other accrued expenses and current liabilities.

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Risk factors

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.

Risks related to the exchange offer

If you choose not to exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “Summary—Summary of the terms of the exchange offer” and “Registration rights” for information about how to tender your outstanding notes.

The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes outstanding, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Your ability to transfer the notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

The exchange notes are new issues of securities for which there is no established public market. The initial purchasers have advised us that they intend to make a market in the exchange notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in any of the exchange notes, and they may discontinue their market-making activities at any time without notice. Therefore, an active market for any of the exchange notes may not develop or, if developed, it may not continue. Historically, the market for non investment-grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for any of the exchange notes may not be free from similar disruptions and any such disruptions may adversely affect the prices at which you may sell your exchange notes. In addition, subsequent to their initial issuance, the exchange notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.

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Risks related to our indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the notes.

We are highly leveraged. As of March 30, 2007, our indebtedness was $6,226.0 million, including the notes. We also had an additional $563.0 million available for borrowing under our revolving credit facility at that date. In addition, approximately $238.0 million of funding was outstanding under our receivables facility as of March 30, 2007. The following table shows our level of indebtedness and certain other information:

	As of March 30, 2007
	(in millions)
Senior secured revolving credit facility(1)	$	20.6
Senior secured term loan facility(2)		4,104.9
Senior notes		1,780.0
Senior notes due 2012(3)		224.5
Other existing debt(4)		96.0
Total balance sheet debt	$	6,226.0

(1) Upon the closing of the Transactions, we entered into a $600.0 million revolving credit facility with a six-year maturity.

(2) Upon the closing of the Transactions, we entered into a new $4,150.0 million term loan facility with a seven-year maturity, the full amount of which was borrowed on the closing date. In March 2007, we paid down $50.4 million of outstanding term loan principal. We also entered into a $250.0 million synthetic letter of credit facility. As of March 30, 2007, we had issued approximately $157.1 million in letters of credit under this facility.

(3) Consists of $250.0 million aggregate principal amount of senior notes due 2012 recorded at $224.5 million on our balance sheet as of March 30, 2007 as a result of fair value adjustments related to purchase accounting. The discount of $25.5 million is being accreted as interest expense over the remaining period to maturity.

(4) Consists of $54.7 million of capital lease obligations and $41.3 million of other indebtedness, consisting primarily of borrowings by our foreign subsidiaries.

Our high degree of leverage could have important consequences for you, including:

• making it more difficult for us to make payments on the notes;

• increasing our vulnerability to general economic and industry conditions;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities and our receivables facility will be at variable rates of interest;

• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indenture governing the notes. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify. Our pro forma interest expense for the twelve months ended September 29, 2006 would have been $537.6 million. At March 30, 2007, we had $4,125.5 million of funded debt under our senior secured credit agreement (the interest rate on

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$2,680.0 million and £50.0 million of which has been fixed pursuant to interest rate swap agreements) in addition to $500.0 million of senior floating rate notes and $238.0 million outstanding under our receivables facility, which are based on a floating rate index. A 0.125% increase in these floating rates would increase annual interest expense by approximately $2.4 million.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior secured credit agreement and the indenture governing the notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:

• incur additional indebtedness or issue certain preferred shares;

• pay dividends on, repurchase or make distributions in respect of our capital stock, make unscheduled payments on the notes, repurchase or redeem the notes or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

• enter into certain transactions with our affiliates.

In addition, the senior secured revolving credit facility requires us to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon our failure to maintain compliance with these covenants that is not waived by the lenders under the revolving credit facility, the lenders under the senior secured credit facilities could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit under such facilities. If we were unable to repay those amounts, the lenders under the senior secured credit facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit agreement. If the lenders under the senior secured credit facilities accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings, as well as our unsecured indebtedness, including the notes.

Risks related to our business

General

Unfavorable economic conditions and increased operating costs adversely affect our results of operations and financial condition.

Each of our business segments has been adversely affected by weaker economic conditions in the United States during the past several years, including with respect to manufacturing, technology and service industry clients. Layoffs and business downturns among our business clients have negatively affected our sales and operating results. A national or international economic downturn reduces demand for our services in each of our operating segments, which has resulted, and may in the future result, in the loss of business or increased pressure to contract for business on less favorable terms than our generally preferred terms. In addition, insolvency experienced by clients, especially larger clients, particularly in the non-profit healthcare and airline industries, could make it difficult for us to collect amounts we are owed and could result in the voiding of existing contracts. Similarly, financial distress or insolvency, if experienced by our key vendors and service providers such as insurance carriers, could significantly increase our costs. Any future terrorist attacks, and the national and global

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military, diplomatic and financial response to such attacks or other threats also may adversely affect our sales and operating results. Natural disasters also may affect our sales and operating results. For example, Hurricanes Katrina and Rita, which badly damaged the Gulf Coast of the United States in August and September of 2005, impacted many of ARAMARK’s food service, facilities and uniform clients in Louisiana, Mississippi, Alabama and Texas. ARAMARK experienced lost and closed client locations, business disruptions and delays, the loss of inventory and other assets, and the effect of the temporary conversion of a number of ARAMARK client locations to provide food and shelter to those left homeless by the storms.

Our profitability can be adversely affected to the extent we are faced with cost increases for food, wages, other labor related expenses (including workers’ compensation, state unemployment insurance and healthcare costs), insurance, fuel, utilities, piece goods, clothing and equipment, especially to the extent we were unable to recover such increased costs through increases in the prices for our products and services, due to general economic conditions, competitive conditions, or both. For example, oil and natural gas prices have fluctuated significantly in the last several years. Substantial increases in the cost of fuel and utilities have historically resulted in substantial cost increases in our uniform services business, and to a lesser extent in our food and support services segment. In addition, approximately 74% of our food and support services sales are from profit and loss contracts under which we have limited ability to pass on cost increases to our clients.

Our business may suffer if we are unable to hire and retain sufficient qualified personnel or if labor costs increase.

In the past, the United States has periodically experienced reduced levels of unemployment, which has created a shortage of qualified workers at all levels. Given that our workforce requires large numbers of entry level and skilled workers and managers, low levels of unemployment can compromise our ability in certain of our businesses to continue to provide quality service or compete for new business. From time to time, we have had difficulty in hiring and maintaining qualified management personnel, particularly at the entry management level. We will continue to have significant requirements to hire such personnel. Our success also depends to a substantial extent on the ability, experience and performance of our management, particularly our Chairman and Chief Executive Officer, Joseph Neubauer. We also regularly hire a large number of part-time workers, particularly in our food and support services segments. Any difficulty we may encounter in hiring such workers could result in significant increases in labor costs which could have a material adverse effect on our business, financial condition and results of operations. Competition for labor has resulted in wage increases in the past and future competition could substantially increase our labor costs. Due to the labor intensive nature of our businesses and the fact that 74% of our Food and Support Services segment’s sales are from profit and loss contracts under which we have limited ability to pass along cost increases, a shortage of labor or increases in wage levels in excess of normal levels could have a material adverse effect on our results of operations.

Our expansion strategy involves risks.

We may seek to acquire companies or interests in companies or enter into joint ventures that complement our business, and our inability to complete acquisitions, integrate acquired companies successfully or enter into joint ventures may render us less competitive. We may be evaluating acquisitions or engaging in acquisition negotiations at any given time. We cannot be sure that we will be able to continue to identify acquisition candidates or joint venture partners on commercially reasonable terms or at all. If we make additional acquisitions, we also cannot be sure that any benefits anticipated from the acquisitions will actually be realized. Likewise, we cannot be sure that we will be able to obtain necessary financing for acquisitions. Such financing could be restricted by the terms of our debt agreements or it could be more expensive than our current debt. The amount of such debt financing for acquisitions could be significant and the terms of such debt instruments could be more restrictive than our current covenants. In addition, our ability to control the planning and operations of our joint ventures and other less than majority owned affiliates may be subject to numerous restrictions imposed by the joint venture agreements and majority shareholders. Our joint venture partners may also have interests which differ from ours.

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The process of integrating acquired operations into our existing operations may result in operating, contract and supply chain difficulties, such as the failure to retain clients or management personnel and problems coordinating technology and supply chain arrangements. Also, in connection with any acquisition, we could fail to discover liabilities of the acquired company for which we may be responsible as a successor owner or operator in spite of any investigation we make prior to the acquisition. In addition, labor laws in certain countries may require us to retain more employees than would otherwise be optimal from entities we acquire. Such difficulties may divert significant financial, operational and managerial resources from our existing operations, and make it more difficult to achieve our operating and strategic objectives. The diversion of management attention, particularly in a difficult operating environment, may affect our sales. Similarly, our business depends on effective information technology systems and implementation delays or poor execution of the integration of different information technology systems could disrupt our operations and increase costs. Possible future acquisitions could result in the incurrence of additional debt and related interest expense or contingent liabilities and amortization expenses related to intangible assets, which could have a material adverse effect on our financial condition, operating results and/or cash flow. In addition, goodwill resulting from business combinations represents a significant portion of our assets. If the goodwill were deemed to be impaired, we would need to take a charge to earnings to write down the goodwill to its fair value.

If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits and other liabilities and restrictions on our operations that could significantly and adversely affect our business.

We are subject to governmental regulation at the federal, state, national, provincial and local levels in many areas of our business, such as food safety and sanitation, the sale of alcoholic beverages, minimum wage, overtime, wage payment, wage and hour and employment discrimination, human health and safety, federal motor carrier safety, environmental protection, the import and export of goods and customs regulations and the services we provide in connection with governmentally funded entitlement programs.

From time to time, both federal and state governmental agencies have conducted audits of our billing practices as part of investigations of providers of services under governmental contracts, or otherwise. We also receive requests for information from governmental agencies in connection with these audits. While we attempt to comply with all applicable laws and regulations, we cannot assure you that we are in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that we will be able to comply with any future laws, regulations or interpretations of these laws and regulations.

In July 2004, the Company learned that it was under investigation by the United States Department of Commerce, among others, relating to Galls, a division of the Company, in connection with record keeping and documentation of certain export sales. The Government obtained and received numerous records from the Company which is cooperating in the investigation.

If we fail to comply with applicable laws and regulations, including with respect to the export matters related to the Galls division described above, we may be subject to criminal sanctions or civil remedies, including fines, injunctions, prohibitions on exporting, seizures or debarments from government contracts. The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on our business and results of operations. In addition, governmental units may make changes in the regulatory frameworks within which we operate that may require either the corporation as a whole or individual businesses to incur substantial increases in costs in order to comply with such laws and regulations.

Changes in or new interpretations of the governmental regulatory framework may affect our contract terms and may reduce our sales or profits.

A portion of our sales, estimated to be approximately 15% in fiscal 2006, is derived from business with U.S. federal, state and local governments and agencies. Changes or new interpretations in, or changes in the enforcement of, the statutory or regulatory framework applicable to services provided under governmental

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contracts or bidding procedures, particularly by our food and support services businesses, could result in fewer new contracts or contract renewals, modifications to the methods we apply to price government contracts, or in contract terms of shorter duration than we have historically experienced, any of which could result in lower sales or profits than we have historically achieved, which could have an adverse effect on our results of operations.

Our failure to retain our current clients and renew our existing client contracts could adversely affect our business.

Our success depends on our ability to retain our current clients and renew our existing client contracts. Our ability to do so generally depends on a variety of factors, including the quality, price and responsiveness of our services, as well as our ability to market these services effectively and differentiate ourselves from our competitors. We cannot assure you that we will be able to renew existing client contracts at the same or higher rates or that our current clients will not turn to competitors, cease operations, elect to self-operate or terminate contracts with us. The failure to renew a significant number of our existing contracts would have a material adverse effect on our business and results of operations.

We may be adversely affected if customers reduce their outsourcing or use of preferred vendors.

Our business and growth strategies depend in large part on the continuation of a current trend toward outsourcing services. Customers will outsource if they perceive that outsourcing may provide higher quality services at a lower overall cost and permit them to focus on their core business activities. We cannot be certain that this trend will continue or not be reversed or that customers that have outsourced functions will not decide to perform these functions themselves. In addition, labor unions representing employees of some of our current and prospective customers have occasionally opposed the outsourcing trend to the extent that they believed that current union jobs for their memberships might be lost. In these cases, unions typically seek to ensure that jobs that are outsourced continue to be unionized and thus, the unions seek to direct to union employees the performance of the types of services we offer. We have also identified a trend among some of our customers toward the retention of a limited number of preferred vendors to provide all or a large part of their required services. We cannot be certain that this trend will continue or not be reversed or, if it does continue, that we will be selected and retained as a preferred vendor to provide these services. Unfavorable developments with respect to either of these trends could have a material adverse effect on our business and results of operations.

Our international business results are influenced by currency fluctuations and other risks that could have an effect on our results of operations and financial condition.

A significant portion of our sales is derived from international business. During fiscal 2006, approximately 22% of our sales were generated outside the United States. We currently have a presence in 17 countries outside of the United States with approximately 75,000 personnel. The operating results of our international subsidiaries are translated into U.S. dollars and such results are affected by movements in foreign currencies relative to the U.S. dollar. Our international operations are also subject to other risks, including the requirement to comply with changing and conflicting national and local regulatory requirements; potential difficulties in staffing and labor disputes; differing local labor laws; managing and obtaining support and distribution for local operations; credit risk or financial condition of local customers; potential imposition of restrictions on investments; potentially adverse tax consequences, including imposition or increase of withholding, VAT and other taxes on remittances and other payments by subsidiaries; foreign exchange controls; and local political and social conditions. There can be no assurance that the foregoing factors will not have a material adverse effect on our international operations or on our consolidated financial condition and results of operations. We intend to continue to develop our business in emerging countries over the long term. Emerging international operations present several additional risks, including greater fluctuation in currencies relative to the U.S. dollar; economic and governmental instability; civil disturbances; volatility in gross domestic production; Foreign Corrupt Practice Act compliance issues; and nationalization and expropriation of private assets.

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Our operations are seasonal and quarter to quarter comparisons may not be a good indicator of our performance.

In the first and second fiscal quarters, within the Food and Support Services—U.S. segment, there historically has been a lower level of sales at the historically higher margin sports, entertainment and recreational food service operations, which is partly offset by increased activity in the educational sector. In the third and fourth fiscal quarters, there historically has been a significant increase in sales at sports, entertainment and recreational accounts, which is partially offset by the effect of summer recess in the educational sector. The sales of WearGuard, one of our direct marketing companies, generally increase during the first quarter of the fiscal year because of the onset of colder weather in the northern tier of the United States, as well as the gift-giving holidays. For these reasons, a quarter-to-quarter comparison is not a good indication of our performance or how we will perform in the future.

Further unionization of our workforce may increase our costs.

Approximately 37,000 employees in our U.S. operations are represented by unions and covered by collective bargaining agreements. Certain unions representing employees in our U.S. Food and Support Services and Uniform and Career Apparel segments have begun a union campaign targeting us and the other major companies in our industry for increased representation of our workforce. We have always respected our employees’ right to unionize or not to unionize. However, the unionization of a significantly greater portion of our workforce could increase our overall costs at the affected locations and affect adversely our flexibility to run our business in the most efficient manner to remain competitive or acquire new business. In addition, any significant increase in the number of work stoppages at our various operations could affect adversely our business, financial condition or results of operations.

Environmental regulations may subject us to significant liability and limit our ability to grow.

We are subject to various federal, state and local laws and regulations, including the federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes and regulations. For example, industrial laundries in our uniform rental segment use and must discharge wastewater containing detergents and other residues from the laundering of garments and other merchandise through publicly operated treatment works or sewer systems and are subject to volume and chemical discharge limits and penalties and fines for non-compliance. In the course of our business, we settle, or contribute to the settlement of, actions or claims brought against us relating to the disposal of hazardous materials. We may, in the future, be required to expend material amounts to rectify the consequences of any such disposal. Under federal and state environmental laws, as an owner or operator of real estate we may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in or emanating from our owned or leased property, as well as related costs of investigation and property damage. Liability may be imposed upon us without regard to whether we knew of or were responsible for the presence of such hazardous or toxic substances. There can be no assurances that locations that we own, lease or otherwise operate or that we may acquire in the future have been operated in compliance with environmental laws and regulations or that future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third party actions such as tort suits. In addition, such regulations may limit our ability to identify suitable sites for new or expanded plants. In connection with our operations and the operations of our predecessors or companies that we have acquired, hazardous or toxic substances may migrate from properties on which we operate or which were operated by our predecessors or companies we acquired to other properties. We may be subject to significant liabilities to the extent that human health is damaged or the value of such properties is diminished by such migration.

Our Sponsors control us and may have conflicts of interest with us or you in the future.

The Sponsor Funds indirectly own, through their ownership in our parent companies, a substantial portion of our capital stock on a fully-diluted basis, because of the Transactions. As a result, the Sponsors have control over our decisions to enter into any corporate transaction and have the ability to prevent any transaction that requires

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the approval of stockholders regardless of whether noteholders believe that any such transactions are in their own best interests. For example, the Sponsors could cause us to make acquisitions that increase the amount of indebtedness that is secured or to sell assets, which may impair our ability to make payments under the notes.

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as the Sponsor Funds, or other funds controlled by or associated with the Sponsors, continue to own a significant amount of the outstanding shares of our ultimate parent company’s common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

Food and Support Services

Competition in our industry could adversely affect our results of operations.

There is significant competition in the food and support services business from local, regional, national and international companies, of varying sizes, many of which have substantial financial resources. Our ability to successfully compete depends on our ability to provide quality services at a reasonable price and to provide value to our customers. Certain of our competitors have been and may in the future be willing to underbid us or accept a lower profit margin or expend more capital in order to obtain or retain business. This has been observed particularly in our business and industry sector in recent years. Also, certain regional and local service providers may be better established than we are within a specific geographic region. In addition, existing or potential clients may elect to self operate their food service, eliminating the opportunity for us to serve them or compete for the account. While we have a significant international presence, should business sector clients require multi-national bidding, we may be placed at a competitive disadvantage because we may not be able to offer services in as many countries as some of our competitors.

Sales of sports, entertainment and recreational services would be adversely affected by a decline in attendance at client facilities or by a reduction or cessation of events.

The portion of our food and support services business which provides services in public facilities such as convention centers and tourist and recreational attractions is sensitive to an economic downturn, as expenditures to take vacations or hold or attend conventions are funded to a partial or total extent by discretionary income. A decrease in such discretionary income on the part of potential attendees at our clients’ facilities could result in a reduction in our sales. Further, because our exposure to the ultimate consumer of what we provide is limited by our dependence on our clients to attract customers to their facilities and events, our ability to respond to such a reduction in attendance, and therefore our sales, is limited. There are many factors that could reduce the numbers of events in a facility or attendance at an event, including labor disruptions involving sports leagues, poor performance by the teams playing in a facility and inclement weather, which would adversely affect sales and profits. For example, on September 17, 2004, the owners of the National Hockey League (“NHL”) teams locked out the NHL players and the 2004-2005 season was subsequently cancelled. The cancelled 2004-2005 season resulted in a loss of sales and reduced profits at the National Hockey League venues we service. In July 2005, the NHL and the NHL Players’ Association announced they had reached an agreement that became effective for the 2005-2006 season.

The pricing and cancellation terms of our food and support services contracts may constrain our ability to recover costs and to make a profit on our contracts.

The amount of risk that we bear and our profit potential vary depending on the type of contract under which we provide food and support services. We may be unable to fully recover costs on contracts that limit our ability to increase prices. In addition, we provide many of our services under contracts of indefinite term, which are subject to termination on short notice by either party without cause. Some of our profit and loss contracts contain minimum guaranteed remittances to our client regardless of our sales or profit at the facility involved. If sales do

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not exceed costs under a contract which contains minimum guaranteed commissions, we will bear any losses which are incurred, as well as the guaranteed commission. Generally, our contracts limit our ability to raise prices on the food, beverages and merchandise we sell within a particular facility without the client’s consent. In addition, some of our contracts exclude certain events or products from the scope of the contract, or give the client the right to modify the terms under which we may operate at certain events. The refusal by individual clients to permit the sale of some products at their venues, the imposition by clients of limits on prices which are not economically feasible for us, or decisions by clients to curtail their use of the services we provide could adversely affect our sales and results of operations.

Our business is contract intensive and may lead to client disputes.

Our business is contract intensive and we are parties to many contracts with clients all over the world. Our client interest contracts (which are described under “Business” in this prospectus), provide that client billings, and for some contracts the sharing of profits and losses, are based on our determinations of costs of service. Contract terms under which we base these determinations may be subject to differing interpretations which could result in disputes with our clients from time to time. Clients generally have the right to audit our contracts, and we periodically review our compliance with contract terms and provisions. If clients were to dispute our contract determinations, the resolution of such disputes in a manner adverse to our interests could negatively affect sales and operating results. While we do not believe any reviews, audits or other such matters would result in material adjustments, if a large number of our client arrangements were modified in response to any such matter, the effect could be materially adverse to our business or results of operations.

Claims of illness or injury associated with the service of food and beverage to the public could adversely affect us.

Claims of illness or injury relating to food quality or food handling are common in the food service industry, and a number of these claims may exist at any given time. As a result, we could be adversely affected by negative publicity resulting from food quality or handling claims at one or more of the facilities that we serve. In addition to decreasing our sales and profitability at our facilities, adverse publicity could negatively impact our service reputation, hindering our ability to renew contracts on favorable terms or to obtain new business. In addition, future food product recalls and health concerns may from time to time disrupt our business.

In fiscal 2006, one distributor provided approximately 53% of our food and non-food products in the United States and Canada, and if our relationship or their business were to be disrupted, we could experience disruptions to our operations and cost structure in such countries.

If our relationship with, or the business of, SYSCO, our main U.S. distributor of our food and non-food products were to be disrupted, we would have to arrange alternative distributors and our operations and cost structure could be adversely affected in the short term. Similarly, a sudden termination of the relationship with a significant provider in other geographic areas could in the short term adversely affect our ability to provide services and disrupt our customer relationships in such areas.

Governmental regulations relating to food and beverages may subject us to significant liability.

The regulations relating to each of our food and support service sectors are numerous and complex. A variety of regulations at various governmental levels relating to the handling, preparation and serving of food (including in some cases requirements relating to the temperature of food), and the cleanliness of food production facilities and the hygiene of food- handling personnel are enforced primarily at the local public health department level. We cannot assure you that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations. Furthermore, additional or amended regulations in this area may significantly increase the cost of compliance.

We serve alcoholic beverages at many facilities, and must comply with applicable licensing laws, as well as state and local service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to certain persons such as an individual who is intoxicated or a minor. If we violate dram

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shop laws, we may be liable to the patron and/or third parties for the acts of the patron. Although we sponsor regular training programs designed to minimize the likelihood of such a situation, we cannot guarantee that intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us. There can be no assurance that additional regulation in this area would not limit our activities in the future or significantly increase the cost of regulatory compliance. We must also obtain and comply with the terms of licenses in order to sell alcoholic beverages in the states in which we serve alcoholic beverages. Some of our contracts require us to pay liquidated damages during any period in which our liquor license for the facility is suspended, and most contracts are subject to termination if we lose our liquor license for the facility.

Uniform and Career Apparel

Competition in the uniform rental industry could adversely affect our results of operations.

We have a number of major national competitors in the uniform rental industry with significant financial resources. In addition, there are regional and local uniform suppliers whom we believe may have strong customer loyalty. While most customers focus primarily on quality of service, uniform rental also is a price-sensitive service and if existing or future competitors seek to gain customers or accounts by reducing prices, we may be required to lower prices, which would reduce our sales and profits. The uniform rental business requires investment capital for growth. Failure to maintain capital investment in this segment would put us at a competitive disadvantage. In addition, due to competition in our Direct Marketing segment, it has become increasingly important for us to source garments and other products overseas, particularly in Asia. To the extent we are not able to effectively source such products in Asia and gain the related cost savings, we may be at a further disadvantage in relation to some of our competitors.

Economic and business conditions affecting our customer base and our operating costs could negatively impact our sales and operating results.

We supply uniform services to the airline, hospitality, retail and manufacturing industries, among others, all of which have been subject to one or more of shifting employment levels, changes in worker productivity, uncertainty regarding the impacts of rehiring and a shift to offshore manufacturing. Economic hardship among our client base could cause some of our clients to restrict expenditures or even cease to conduct business, both of which could negatively affect our sales and operating results.

Our operations are exposed to fluctuations in garment and fuel prices. The cost of gasoline and natural gas has fluctuated significantly in the United States in the last several years. To the extent we are not able to mitigate or pass on our increased costs to customers—for fuel expenses or any other of our costs that may increase—our operating results may be negatively affected.

Risks related to the notes

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit agreement and the indenture

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governing the notes restricts our ability to dispose of assets, use the proceeds from any disposition of assets and to refinance our indebtedness. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

Repayment of our debt, including each series of notes, is dependent on cash flow generated by our subsidiaries.

Our subsidiaries own a significant portion of our assets and conduct a significant portion of our operations. Accordingly, repayment of our indebtedness, including each series of notes, is dependent, to a significant extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the notes, our subsidiaries do not have any obligation to pay amounts due on the notes or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including each series of notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the notes limits the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

Your right to receive payments on each series of notes is effectively junior to those lenders who have a security interest in our assets.

Our obligations under the outstanding notes and the exchange notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our senior secured credit facilities and each guarantor’s obligations under their respective guarantees of the senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of most of our wholly-owned U.S. subsidiaries and the stock of certain of our non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our senior secured credit agreement, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes offered hereby at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of other indebtedness.”

As of March 30, 2007, we had $4,188.7 million of senior secured indebtedness, most of which was indebtedness under our senior secured credit facilities and which does not include availability of $563.0 million under our revolving credit facility. In addition, $238.0 million of funding was outstanding under our receivables facility. The indenture governing the notes permits us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness.

See Note 16 to the Consolidated Financial Statements and Note 17 to the Condensed Consolidated Financial Statements, both included elsewhere in this prospectus, for financial information related to our non-guarantor subsidiaries.

Claims of noteholders will be structurally subordinate to claims of creditors of all of our non-U.S. subsidiaries and some of our U.S. subsidiaries because they did not guarantee the notes.

The notes are not guaranteed by any of our non-U.S. subsidiaries, our receivables subsidiaries or certain other U.S. subsidiaries. Accordingly, claims of holders of the notes are structurally subordinate to the claims of

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creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries have to be satisfied before any of the assets of such subsidiaries are available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes.

If we default on our obligations to pay our indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness, including a default under the senior secured credit agreement, that is not waived by the required lenders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indenture under which the outstanding notes were, and the exchange notes will be, issued), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured credit agreement and the indenture under which the outstanding notes were, and the exchange notes will be, issued. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under our senior secured credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we are contractually restricted under the terms of our senior secured credit agreement from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit agreement. Our failure to repurchase the notes upon a change of control will cause a default under the indenture under which the outstanding notes were, and the exchange notes will be, issued and a cross-default under the senior secured credit agreement. The senior secured credit agreement also provides that a change of control is a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.

The lenders under the senior secured credit facilities have the discretion to release the guarantors under the senior secured credit agreement in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

While any obligations under the senior secured credit facilities remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of the notes or the trustee under the indenture governing the notes at the discretion of lenders under the senior secured credit facilities, if the related guarantor is no longer a guarantor of obligations under the senior secured credit facilities or any other indebtedness. See “Description of senior notes.” The lenders under the senior secured credit facilities have the discretion to release the guarantees under the senior secured credit facilities in a variety of circumstances. You will not have a claim

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as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to claims of noteholders.

Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.

Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the notes or incurred the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the guarantees and, in the case of (2) only, one of the following is also true at the time thereof:

• we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the guarantees;

• the issuance of the notes or the incurrence of the guarantees left us or any of the guarantors, as applicable, with an unreasonably small amount of capital to carry on the business;

• we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature; or

• we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.

If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or of the related guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.

As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor.

We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the guarantees would not be further subordinated to our or any of our guarantors’ other debt.

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Statements regarding forward-looking information

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• our substantial indebtedness;

• certain covenants in our debt documents;

• general economic and market conditions, including the effects of any economic slowdown on our businesses;

• increased operating costs, including food and energy costs;

• the ability to retain and attract key personnel;

• shortages of qualified personnel or increases in labor costs;

• costs and possible effects of further unionization of our workforce;

• the integration of acquired businesses, the performance of acquired businesses and the prospects for future acquisitions;

• liability associated with noncompliance with our business conduct policy and governmental regulations, including regulations pertaining to food services, the environment, the federal school lunch program, federal and state employment and wage and hour laws and import and export controls and customs laws;

• dram shop compliance and litigation;

• costs of compliance with governmental regulations and government investigations;

• the risk that our insurers may become insolvent or may liquidate;

• contract compliance and administration issues, inability to retain current clients and renew existing client contracts;

• determinations by clients to reduce their outsourcing and use of preferred vendors;

• the risk that clients may become insolvent;

• currency risks and other risks associated with international markets;

• the possibility that our owners’ interests will conflict with ours or yours;

• our competitors’ activities or announced planned activities;

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• decline in attendance or employment at client facilities;

• unpredictability of sales and expenses due to contract terms and terminations;

• the contract intensive nature of our business, which may lead to client disputes;

• claims relating to the provision of food services;

• the effect of war, terrorism, increased security levels or catastrophic events, including natural disasters; and

• the other factors set forth under “Risk factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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The Transactions

On January 26, 2007, we completed a merger whereby prior ARAMARK stockholders received $33.80 in cash for each share of ARAMARK common stock held. Investment funds associated with or designated by the Sponsors invested $1,705.0 million in equity securities of Holdings as part of the Transactions. In addition, Mr. Neubauer contributed 7,055,172.83 shares of Class A common stock (having an aggregate value of $200.0 million) to Holdings. As described below and in “Management—Executive Compensation Matters Relating to the Transactions—Investment by the management participants in Holdings,” approximately 260 members of the Company’s management were offered the opportunity to invest in the equity of Holdings in connection with the Transaction and such members of management contributed approximately $143.4 million in the aggregate. These other members of our management who invested in Holdings, along with Mr. Neubauer, are referred to in this prospectus as the “management participants.” We refer to the Sponsors together with the management participants, as the “Investors.” Through a series of equity contributions that occurred in connection with the Merger, the Investors indirectly own all of our issued and outstanding capital stock through their ownership of our parent companies.

In addition to the equity investments described above, the purchase of the Company by the Investors was financed by borrowings under the new senior secured credit facilities, the funding under our amended receivables facility and the issuance of the notes.

In connection with the merger, we (i) entered into senior secured credit facilities that includes a $4,150.0 million term loan facility consisting of various tranches denominated in U.S. dollars, Canadian dollars, euros, yen and pounds sterling, a $600.0 million revolving credit facility consisting of various tranches denominated in U.S. dollars, Canadian dollars, euros and pounds sterling and a $250.0 million synthetic letter of credit facility; (ii) issued the $1,780.0 million aggregate principal amount of notes and (iii) entered into an amended receivables facility totaling up to $250.0 million. See “Description of other indebtedness.”

In connection with the merger, Mr. Neubauer, the Sponsors and our parent companies entered into a stockholders’ agreement along with the other management participants. The stockholders’ agreement contains agreements among the parties with respect to the election of directors, restrictions on the issuance and transfer of shares, tag-along rights and drag-along rights, put rights and call options, and certain other corporate governance provisions.

In connection with the merger, Holdings entered into a registration rights agreement with the Sponsors, Mr. Neubauer and the other management participants, pursuant to which investors are entitled to participate in certain offerings of Holdings’ securities registered under the Securities Act which are initiated by Holdings, the Sponsors or Mr. Neubauer, subject to certain exceptions.

The offering of the notes, the initial borrowings under our senior secured credit facilities, the funding under our amended receivables facility, the equity investment and participation by the Investors in our parent companies, the merger, the repayment of certain other existing outstanding indebtedness described below and other related transactions are collectively referred to in this prospectus as the “Transactions.”

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The sources and uses of the funds for the Transactions are shown in the table below.

	(in millions)
Sources of funds:
Senior secured credit facilities:
Revolving credit facility(1)	$	166.2
Term loan facility(2)		4,147.9
Receivables facility(3)		216.8
Senior notes		1,780.0
Other retained indebtedness(4)		361.5
Equity contribution(5)		2,048.4
Total sources	$	8,720.8
Uses of funds:
Purchase price(6)	$	6,221.6
Refinance of existing indebtedness(1)(7)		1,698.0
Other retained indebtedness(4)		361.5
Receivables facility(7)		216.8
Estimated fees and expenses(8)		222.9
Total uses	$	8,720.8

(1) Upon the closing of the Transactions, we entered into a $600.0 million senior secured revolving credit facility (the “revolving credit facility”) with a six-year maturity. As a result of our seasonal working capital requirements, we borrowed approximately $166.2 million under such revolving credit facility at closing. This balance is expected to be paid down during the course of fiscal 2007 in accordance with our seasonal working capital fluctuations. As of March 30, 2007, our outstanding revolver borrowings were $20.6 million.

(2) Upon the closing of the Transactions, we entered into a new $4,150.0 million senior secured term loan facility (the “term loan facility”) with a seven-year maturity, the full amount of which was borrowed on the closing date. In March 2007, we voluntarily prepaid $40.0 million of outstanding term loan principal in addition to the required quarterly principal amortization. We also entered into a $250.0 million synthetic letter of credit facility. On the closing date of the Transactions, we issued $157.1 million in letters of credit under this facility.

(3) Upon the closing of the Transactions, the receivables facility provided for up to $250.0 million of funding. Because sales of receivables under the receivables facility depend, in part, on the amount of eligible receivables, the amount of available funding under this facility may fluctuate over time. See “Description of other indebtedness—Receivables facility.”

(4) Consists of $250.0 million aggregate principal amount of our existing senior notes due 2012, $49.9 million of capital lease obligations and $61.6 million of other indebtedness, consisting primarily of senior unsecured borrowings by certain of our foreign subsidiaries which remained outstanding after the consummation of the Transactions. The existing senior notes due 2012 are not guaranteed by any of our subsidiaries and remain unsecured after the consummation of the Transactions. These existing notes rank equal in right of payment to all of the notes that were offered in the Transaction.

(5) Represents the sum of (a) equity investments of approximately $1,705.0 million made in Holdings by the Sponsor Funds and (b) approximately $343.4 million of equity that the management participants, including Mr. Neubauer, invested.

(6) The holders of our outstanding shares of common stock received $33.80 in cash per share in connection with the Transactions, except for certain senior managers of the Company who were permitted to rollover their current equity interests in the Company. In addition, Mr. Neubauer contributed to Holdings 7,055,172.83 shares of the Company’s common stock having an aggregate value of $200.0 million. Holders of outstanding stock options received in cash the excess of $33.80 over the applicable per share exercise price for each stock option held, whether vested or unvested. Holders of restricted stock units and director

36

deferred stock units received $33.80 in cash for each share subject to the restricted stock units or deferred stock units held, whether vested or unvested. At the closing of the Transactions, we had:

• 181.0 million shares of our common stock outstanding;

• 9.7 million shares subject to outstanding stock options, with a range of exercise prices from $9.35 to $33.45; and

• 1.5 million shares in the aggregate subject to outstanding restricted stock units and director deferred stock units.

(7) We redeemed on February 25, 2007 the following series of notes:

	(in millions)
6.375% notes due February 2008	$	300.0
7.00% notes due May 2007		300.0
7.25% notes and debentures due August 2007		30.7
Total	$	630.7

Other indebtedness that was repaid includes $656.4 million under our U.S. and Canadian senior credit facility, $329.4 million under our European/multi-currency senior credit facility, $64.7 million of bank term loans, $216.8 million under our receivables facility and $16.8 million of other obligations.

(8) Reflects our fees, expenses and other costs associated with the Transactions. Such fees and expenses include placement and other financing fees as well as advisory fees, transaction fees paid to affiliates of the Sponsors, and other transaction costs and professional fees, including a premium of approximately $3.2 million relating to the redemption of the notes discussed in note (7) above. Affiliates of certain of the Sponsors also have performed investment banking, financial advisory and commercial banking services for us and our affiliates from time to time in the past for which they have received customary compensation, and they may continue to do so.

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Ownership structure

As set forth in the diagram below, following consummation of the Transactions and the subsequent merger of ARAMARK Corporation and ARAMARK Services, Inc., all of our issued and outstanding capital stock is held by ARAMARK Intermediate Holdco Corporation, a wholly-owned subsidiary of ARAMARK Holdings Corporation, or “Holdings”. The Sponsor Funds own approximately 83% of the outstanding capital stock of Holdings. The remainder of the capital stock of Holdings is held by the Company’s management. See “The Transactions” and “Security ownership of certain beneficial owners and management.” This structure was achieved through a series of equity contributions that occurred in connection with the merger. Holdings and ARAMARK Intermediate Holdco Corporation, which we refer to collectively as our “parent companies,” had been formed for the purpose of consummating the Transactions. We continue to own the same operating assets after the Transactions.

(1) Represents the sum of (i) equity investments of approximately $1,705.0 million made in Holdings by the Sponsor Funds and (ii) approximately $343.4 million of equity of the management participants, including Mr. Neubauer.

(2) ARAMARK Intermediate Holdco Corporation has guaranteed the credit facilities, but not the notes.

(3) Upon the closing of the Transactions, we entered into (i) a new $4,150.0 million term loan facility with a seven-year maturity, the full amount of which was borrowed on the closing date (as of March 30, 2007, $4,104.9 million of term loan principal was outstanding); (ii) a $250.0 million synthetic letter of credit facility (of which we had issued approximately $157.1 million in letters of credit as of March 30, 2007); and (iii) a $600.0 million revolving credit facility with a six-year maturity (of which $20.6 million was outstanding as of March 30, 2007).

(4) Consists of $250.0 million aggregate principal amount of existing senior notes due 2012. The entire principal amount of these senior notes remain outstanding and unsecured after completion of the Transactions.

(5) Our amended receivables facility provides for up to $250.0 million of funding, based, in part, on the amount of eligible receivables. $238.0 million of the receivables facility was funded as of March 30, 2007.

(6) Only existing or subsequently acquired domestic subsidiaries of the Company that guarantee the senior secured credit facilities guarantee the notes, subject to certain limited exceptions.

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Use of proceeds

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our level of indebtedness.

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Capitalization

The following table sets forth our capitalization as of March 30, 2007. The information in this table, which reflects the equity of our Parent Company, should be read in conjunction with “The Transactions,” “Unaudited pro forma condensed consolidated financial information,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of results of operations and financial condition” and the financial statements included elsewhere in this prospectus.

	March 30, 2007
	(in millions)
Cash and cash equivalents	$	70.8
Debt:
Senior secured credit facilities:
Revolving credit facility(1)		20.6
Term loan facilities(2)		4,104.9
Senior notes		1,780.0
Senior notes due 2012(3)		224.5
Capital leases		54.7
Other existing debt(4)		41.3
Total debt		6,226.0
Common stock subject to repurchase		143.9
Equity		1,426.0
Total capitalization	$	7,795.9

(1) Upon the closing of the Transactions, we entered into a $600.0 million revolving credit facility with a six-year maturity.

(2) Upon the closing of the Transactions, we entered into a new $4,150.0 million term loan facility with a seven-year maturity, the full amount of which was borrowed on the closing date. In March 2007, we paid down $50.4 million of outstanding term loan principal. We also entered into a $250.0 million synthetic letter of credit facility. As of March 30, 2007, we had issued approximately $157.1 million in letters of credit under this facility.

(3) Consists of $250.0 million aggregate principal amount of existing senior notes due 2012 recorded at $224.5 million on our balance sheet as of March 30, 2007 as a result of fair value adjustments related to purchase accounting. The discount of $25.5 million on the existing senior notes due 2012 is being accreted to their face amount over the remaining period up to their maturity date using the effective interest rate method. The existing senior notes due 2012 remain unsecured after the consummation of the Transactions.

(4) As of March 30, 2007, consists primarily of borrowings by our foreign subsidiaries.

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Unaudited pro forma condensed consolidated

financial information

The following unaudited pro forma condensed consolidated statements of income have been developed by applying pro forma adjustments to the historical audited consolidated financial statements of ARAMARK Corporation appearing elsewhere in this prospectus. The unaudited pro forma consolidated statements of income give effect to the Transactions as if they had occurred on October 1, 2005. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated income statements. The presentation assumes that the equity and cost basis of Holdings’ investment in ARAMARK Corporation is “pushed down” in the ARAMARK Corporation consolidated financial statements.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed consolidated financial information is presented for informational purposes only. The unaudited pro forma condensed consolidated financial information does not purport to represent what our results of operations would have been had the Transactions actually occurred on the dates indicated and they do not purport to project our results of operations for any future period. The unaudited pro forma condensed consolidated income statements should be read in conjunction with the information contained in “The Transactions,” “Selected historical consolidated financial data,” “Management’s discussion and analysis of results of operations and financial condition” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated statements of income.

The Transactions are being accounted for using purchase accounting. The pro forma information presented, including allocations of purchase price, is based on preliminary estimates of the fair values of assets acquired and liabilities assumed, currently available information and assumptions and will be revised as additional information becomes available.

The final purchase price allocation is dependent on, among other things, the finalization of asset and liability valuations. As of the date of this prospectus, we have not completed the valuation studies necessary to estimate the fair values of the assets we have acquired and liabilities we have assumed and the related allocation of purchase price. We have allocated the purchase price, as described in note 2 to the ARAMARK Corporation and subsidiaries condensed consolidated financial statements contained on page F-49 elsewhere in the prospectus, to the assets acquired and liabilities assumed based on preliminary estimates of their fair values. A final determination of these fair values will reflect our consideration of a final valuation prepared by third-party appraisers and evaluation of additional information. Any final adjustment will change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed consolidated statements of income.

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Unaudited pro forma condensed consolidated statement of income

for the year ended September 29, 2006

	ARAMARK historical		Pro forma adjustments			Pro forma ARAMARK
	(in millions)
Sales	$	11,621.2	$	—		$	11,621.2
Costs and expenses:
Cost of services provided		10,572.5		1.3	(a)		10,573.8
Depreciation and amortization		339.3		114.5	(a)		453.8
Selling and general corporate expense		178.9		(6.4	)(b)		172.5
Operating income		530.5		(109.4	)		421.1
Interest and other financing costs, net		139.9		397.7			537.6	(d)
Income/(loss) before income taxes		390.6		(507.1	)		(116.5	)
Provision/(benefit) for income taxes		129.2		(195.7	)(e)		(66.5	)
Income/(loss) from continuing operations(f)	$	261.4	$	(311.4	)	$	(50.0	)

See accompanying notes to unaudited pro forma condensed consolidated statement of income

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Unaudited pro forma condensed consolidated statement of income

for the six months ended March 30, 2007

	ARAMARK historical		Pro forma adjustments			Pro forma ARAMARK
	(in millions)
Sales	$	6,091.5	$	—		$	6,091.5
Costs and expenses:
Cost of services provided		5,519.4		0.5	(a)		5,519.9
Depreciation and amortization		195.7		35.8	(a)		231.5
Selling and general corporate expense		199.1		(113.8	)(b)(c)		85.3
Operating income		177.3		77.5			254.8
Interest and other financing costs, net		152.7		119.5			272.2	(d)
Income/(loss) before income taxes		24.6		(42.0	)		(17.4	)
Provision/(benefit) for income taxes		5.3		(16.2	)(e)		(10.9	)
Income/(loss) from continuing operations(f)	$	19.3	$	(25.8	)	$	(6.5	)

See accompanying notes to unaudited pro forma condensed consolidated statement of income

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Notes to unaudited pro forma condensed consolidated statements of income

a) Represents change in amortization based upon preliminary estimates of fair value and useful lives of client contract rights and other customer based intangible assets.

b) Reflects adjustment to eliminate Transaction-related costs incurred during fiscal 2006 ($6.4 million), and the six-month period ended March 30, 2007 ($112.1 million).

c) Adjustment to remove $1.7 million of nonvested share compensation expense recorded in the Successor period (see note f below).

d) Reflects pro forma interest and other financing costs resulting from our new capital structure, as follows:

	Fiscal 2006		Six Months Ended March 30, 2007
	(in millions)
Existing indebtedness	$	28.2	$	11.2
Receivables facility(1)		13.1		6.9
Senior secured revolving credit facility(2)		8.5		4.9
Senior secured term loan facility(3)		304.3		155.1
Senior secured synthetic letter of credit facility(4)		5.3		2.6
Notes		153.1		77.8
Other(5)		25.1		13.7
	$	537.6	$	272.2

(1) Reflects estimated costs on the $250.0 million receivables facility.

(2) Reflects interest on the historical revolving borrowings adjusted to reflect the interest rate of LIBOR plus 2.00% and the commitment fee on the portion of the revolving credit facility that is expected to be undrawn.

(3) Reflects interest on the $4,150.0 million term loan facility at a rate of LIBOR plus 2.00%.

(4) Reflects fees on the $250.0 million synthetic letter of credit facility at a rate of 2.125%.

(5) Includes amortization of estimated financing costs ($15.4 million and $8.8 million for fiscal 2006 and six months ended March 30, 2007, respectively), amortization of the fair value adjustment to assumed existing senior notes due 2012 ($4.2 million and $2.1 million for fiscal 2006 and six months ended March 30, 2007, respectively) and additional interest expense related to the liability assumed of a non-qualified defined contribution plan previously funded with deferred stock units ($5.5 million and $2.8 million for fiscal 2006 and six months ended March 30, 2007, respectively).

(6) A 0.125% increase in floating rates would increase annual interest expense by approximately $2.4 million.

e) Represents the income tax effect of the pro forma adjustments, calculated at an effective tax rate of 38.6%.

f) The pro forma condensed consolidated statements of income do not include the effects of the following non-recurring item:

The Company granted stock options to management participants in connection with the Transactions. The fiscal 2006 historical share-based compensation of $22.0 million is included in the above fiscal 2006 pro forma condensed consolidated statement of income. Share-based compensation expense may vary materially from the historical fiscal 2006 amounts as a result of the management participant option grants discussed above. Share-based compensation expense included in the pro forma statement of income for the six months ended March 30, 2007 was $12.4 million, comprised of $6.9 million for the Predecessor period from September 30, 2006 through January 26, 2007 and $5.5 million in the Successor period from January 27, 2007 through March 30, 2007.

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In connection with the Transactions, the Company issued nonvested shares with an estimated fair value of approximately $10.2 million to certain of its senior management in consideration for such senior managers waiving the right to receive certain change of control payments and benefits existing in their current employment contracts. These nonvested shares will vest on the one year anniversary of the Transactions and are recorded as compensation expense in the post-Transaction period over the vesting period. This amount has not been reflected in the pro forma condensed consolidated statements of income.

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Selected historical consolidated financial data

The following table sets forth selected historical consolidated financial data of ARAMARK Corporation as of the dates and for the periods indicated. The selected historical condensed consolidated financial data as of and for the six-month period ended March 31, 2006 and as of and for the periods ended January 26, 2007 and March 30, 2007 presented in this table have been derived from unaudited consolidated financial statements and related notes appearing elsewhere in this prospectus. In the opinion of management, such unaudited financial data reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period. The selected historical consolidated financial data as of September 30, 2005 and September 29, 2006, and for each of the three years in the period ended September 29, 2006 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected historical consolidated financial data as of September 27, 2002, October 3, 2003 and October 1, 2004 and for the two years in the period ended October 3, 2003 presented in this table have been derived from audited consolidated financial statements not included in this prospectus. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s discussion and analysis of results of operations and financial condition” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

	Predecessor																					Successor
	Fiscal Year(1)															Six Months Ended March 31, 2006			September 30, 2006 through January 26, 2007			January 27, 2007 through March 30, 2007
(in millions)	2002			2003			2004			2005			2006
																(unaudited)			(unaudited)			(unaudited)
Statement of income data:
Sales	$	8,356.0		$	9,447.8		$	10,192.2		$	10,963.4		$	11,621.2		$	5,755.4		$	3,945.9		$	2,145.6
Depreciation and amortization		229.6			263.0			298.0			320.1			339.3			165.5			116.4			79.2
Operating income(2)(3)(9)		529.6			552.0			537.6			580.2			530.5			282.2			68.6			108.8
Interest and other financing costs, net(4)(9)		136.4			142.5			122.4			127.0			139.9			69.1			48.7			104.1
Income from continuing operations(4)(5)		251.3			265.4			263.1			288.5			261.4			213.1			19.9			4.7
Net income(5)(6)	$	269.9		$	301.1		$	263.1		$	288.5		$	261.1		$	151.8		$	14.8		$	4.5
Balance sheet data (at period end):
Total assets	$	4,259.3		$	4,467.6		$	4,821.6		$	5,157.1		$	5,263.3		$	5,173.2					$	10,316.5
Long-term borrowings		1,835.6			1,711.7			1,843.2			1,794.5			1,763.1			1,876.1						6,149.9
Shareholders’ equity		858.2			1,039.0			1,149.7			1,325.5			1,521.6			1,413.8						1,426.0
Statement of cash flows data:
Net cash provided by/(used in):
Operating activities from continuing operations	$	578.0		$	606.3		$	517.6		$	611.8		$	585.8		$	183.7		$	(76.2	)	$	212.5
Investing activities from continuing operations		(1,031.4	)		(269.2	)		(439.4	)		(365.9	)		(396.5	)		(136.3	)		(140.0	)		(6,144.1	)
Financing activities from continuing operations		436.0			(338.9	)		(77.3	)		(235.1	)		(197.7	)		(47.5	)		305.0			5,865.8
Other financial data:
Capital expenditures, net of disposals(7)	$	203.7		$	270.4		$	288.3		$	294.0		$	270.7		$	102.8		$	61.5		$	48.3
Ratio of earnings to fixed charges(8)		3.1	x		3.1	x		3.3	x		3.5	x		3.0	x		3.1	x		1.2	x		1.0	x

(1) Our fiscal year ends on the Friday nearest to September 30th. Fiscal years 2002, 2003, 2004, 2005 and 2006 refer to the fiscal years ended September 27, 2002, October 3, 2003, October 1, 2004, September 30, 2005, and September 29, 2006, respectively. Fiscal 2003 is a 53-week year. All other periods presented are 52-week years.

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(2) In the third quarter of fiscal 2003, ARAMARK completed the sale of ARAMARK Educational Resources (AER) to Knowledge Learning Corporation for approximately $250 million in cash. AER has been accounted for as a discontinued operation in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” AER’s results of operations have been removed from the Company’s results of continuing operations for all periods presented. At the time of sale, certain accruals were established for liabilities expected pursuant to the indemnification provisions of the sale agreement. In the fourth quarter of fiscal 2006, the remaining accrual balances were adjusted to reflect current expectations, resulting in additional income from discontinued operations of $3.1 million, net of tax.

(3) During fiscal 2006, the Company recorded a charge of approximately $35.0 million to reflect goodwill impairment and additional charges of $11.3 million in each case to reflect inventory write-downs and severance accruals in the Uniform and Career Apparel—Direct Marketing segment. In addition, the Company adopted SFAS No. 123R, “Share-Based Payment,” during the first quarter of fiscal 2006 and recorded a charge of $16.0 million related to the expensing of stock options for fiscal 2006. During the second quarter of fiscal 2005, the Company recorded a gain of $9.7 million from the sale of real estate by an equity affiliate, as well as charges of $7.4 million for exiting West Africa business and severance. During fiscal 2004, the Company incurred a $10.0 million charge related to a management change. Fiscal 2003 includes approximately $32 million of business interruption proceeds from the final settlement of the Company’s September 11, 2001 claim. During fiscal 2003, the Company reached agreement for the sale of its 15% interest in a previously divested periodicals distribution business, and wrote down this investment by $10.7 million to the expected recoverable amount. During fiscal 2002, the Company recorded a pre-tax net gain of $43.7 million, consisting of a gain ($5.8 million) resulting principally from the sale of a residual interest in a previously divested business and a gain ($37.9 million) on the sale of the Company’s interests in the Boston Red Sox Baseball Club and a related entity.

(4) During fiscal 2003, ARAMARK completed a tender offer to purchase approximately $94.3 million of its 6.75% Guaranteed Notes due August 1, 2004, for approximately $101.9 million, including accrued interest, and retired a $45 million term loan due March 2005. These two transactions resulted in an extinguishment charge of $7.7 million.

(5) During fiscal 2006, the Company recorded a $14.9 million favorable income tax adjustment based on the settlement of certain open tax years. During fiscal 2003, the Company recorded an $8.4 million favorable income tax adjustment based on the settlement of certain open tax years.

(6) During fiscal 2006, the Company adopted the provisions of FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” and recognized an after-tax charge of $3.4 million for the cumulative effect of a change in accounting principle. See Note 7 to the audited consolidated financial statements of the Predecessor included elsewhere in this prospectus.

(7) Capital expenditures, net of disposals represents purchases of property and equipment and client contract investments less disposals of property and equipment. For the fiscal years ended 2002, 2003, 2004, 2005 and 2006, the amount of disposals of property and equipment was $16.0 million, $28.2 million, $20.5 million, $21.6 million and $49.1 million, respectively; and for the periods ended March 30, 2006, January 26, 2007 and March 30, 2007 were $39.7 million, $20.1 million and $1.5 million, respectively.

(8) For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals).

(9) During the Predecessor period from September 30, 2006 through January 26, 2007, the Company recorded costs of $112.1 million related to the Transaction. These costs, which are included in “Selling and general corporate expenses,” consist of $11.2 million of accounting, investment banking, legal and other costs associated with the Transaction, a compensation charge of approximately $77.1 million related to the accelerated vesting and buyout of employee stock options and restricted stock units, and a charge of approximately $23.8 million related to change in control payments to certain executives. During the Successor period from January 27, 2007 through March 30, 2007, the Company recorded a charge of $12.8 million for the cost of obtaining a bridge financing facility, which is included in “Interest and Other Financing Costs, net.”

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Management’s discussion and analysis of results of operations and financial condition

ARAMARK Corporation was acquired on January 26, 2007 through a merger transaction with RMK Acquisition Corporation, a Delaware corporation controlled by investment funds associated with GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (collectively, the “Sponsors”), Joseph Neubauer, Chairman and Chief Executive Officer of ARAMARK, and certain other members of the Company’s management. The acquisition was accomplished through the merger of RMK Acquisition Corporation with and into ARAMARK Corporation with ARAMARK Corporation being the surviving company (the “Transaction”).

The Company is a wholly-owned subsidiary of ARAMARK Intermediate Holdco Corporation, which is wholly-owned by ARAMARK Holdings Corporation (the “Parent Company”). ARAMARK Holdings Corporation, ARAMARK Intermediate Holdco Corporation and RMK Acquisition Corporation were formed for the purpose of facilitating the Transaction.

Although ARAMARK Corporation continued as the same legal entity after the Transaction, the accompanying condensed consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of ARAMARK Corporation and subsidiaries for both the Predecessor and Successor periods. We have prepared our discussion of the results of operations by comparing the mathematical combination of the Successor and Predecessor periods in the three and six months ended March 30, 2007 to the Predecessor’s results of operations for the three and six months ended March 31, 2006. Although this presentation does not comply with U.S. generally accepted accounting principles (GAAP), we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared as pro forma results under applicable regulations and may not reflect the actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.

On March 30, 2007, ARAMARK Corporation was merged with and into ARAMARK Services, Inc. with ARAMARK Services, Inc. being the surviving corporation. In connection with the consummation of the merger, ARAMARK Services, Inc. changed its name to ARAMARK Corporation.

Our discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, opinions, expectations, anticipations, intentions and beliefs. Actual results and the timing of events could differ materially from those anticipated in those forward-looking statements as a result of a number of factors, including those set forth under the “Statements regarding forward-looking information” and elsewhere in this prospectus.

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with the consolidated financial statements, and the notes to those statements, included elsewhere in this prospectus. In addition, certain financial measures included in the following discussion and analysis may be considered “non-GAAP financial measures” under SEC rules. These rules require supplemental explanation and reconciliation, which is provided in Annex I of this prospectus.

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are described in the notes to the consolidated financial statements included elsewhere in this prospectus. As described in such notes, the Company recognizes sales in the period in which services are provided pursuant to the terms of our contractual relationships with our clients.

In preparing our financial statements, management is required to make estimates and assumptions that, among other things, affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are most significant where they involve levels of subjectivity and judgment necessary to account for highly uncertain matters or matters susceptible to change, and where they can have a material impact on our

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financial condition and operating performance. We discuss below the more significant estimates and related assumptions used in the preparation of our consolidated financial statements. If actual results were to differ materially from the estimates made, the reported results could be materially affected.

Asset Impairment Determinations

As a result of the adoption of SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is no longer amortized. Under this accounting standard, goodwill is subject to an impairment test that we conduct at least annually, using a discounted cash flow technique.

With respect to our other long-lived assets, we are required to test for asset impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. We apply SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” in order to determine whether or not an asset is impaired. This standard requires an impairment analysis when indicators of impairment are present. If such indicators are present, the standard indicates that if the sum of the future expected cash flows from the asset, undiscounted and without interest charges, is less than the carrying value, an asset impairment must be recognized in the financial statements. The amount of the impairment is the difference between the fair value of the asset and the carrying value of the asset.

In making future cash flow analyses of various assets, the Company makes assumptions relating to the following:

• The intended use of assets and the expected future cash flows resulting directly from such use.

• Comparable market valuations of businesses similar to ARAMARK’s business segments.

• Industry specific economic conditions.

• Competitor activities and regulatory initiatives.

• Client and customer preferences and behavior patterns.

We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because the assumptions underlying future cash flow estimates are subject to change from time to time and the recognition of an impairment could have a significant impact on our income statement.

Environmental Loss Contingencies

Accruals for environmental loss contingencies (i.e., environmental reserves) are recorded when it is probable that a liability has been incurred and the amount can reasonably be estimated. Management views the measurement of environmental reserves as a critical accounting estimate because of the considerable uncertainty surrounding estimation, including the need to forecast well into the future. We are involved in legal proceedings under state, federal and local environmental laws in connection with operations of our uniform rental segment or businesses conducted by our predecessors or companies that we have acquired. The calculation of environmental reserves is based on the evaluation of currently available information, prior experience in the remediation of contaminated sites and assumptions with respect to government regulations and enforcement activity, changes in remediation technology and practices, and financial obligations and credit worthiness of other responsible parties and insurers.

Litigation and Claims

The Company is a party to various legal actions and investigations including, among others, employment matters, compliance with government regulations, including import and export controls and customs laws, federal and state employment laws, including wage and hour laws, dram shop laws, environmental laws, contractual disputes and other matters, including matters arising in the ordinary course of business. These claims

49

may be brought by, among others, the government, clients, customers, employees and third parties. Management considers the measurement of litigation reserves as a critical accounting estimate because of the significant uncertainty in some cases relating to the outcome of potential claims or litigation and the difficulty of predicting the likelihood and range of potential liability involved, coupled with the material impact on our results of operations that could result from litigation or other claims. In determining legal reserves, management considers, among other issues:

• Interpretation of contractual rights and obligations.

• The status of government regulatory initiatives, interpretations and investigations.

• The status of settlement negotiations.

• Prior experience with similar types of claims.

• Whether there is available insurance.

• Advice of counsel.

Allowance for Doubtful Accounts

We encounter risks associated with sales and the collection of the associated accounts receivable. We record a provision for accounts receivable that we consider to be uncollectible. In order to calculate the appropriate provision, management analyzes the creditworthiness of specific customers and the aging of customer balances. Management also considers general and specific industry economic conditions, industry concentrations, such as exposure to the non-profit healthcare sector and the airline industry, and contractual rights and obligations.

Management believes that the accounting estimate related to the allowance for doubtful accounts is a critical accounting estimate because the underlying assumptions used for the allowance can change from time to time and uncollectible accounts could potentially have a material impact on our results of operations.

Inventory Obsolescence

We record an inventory obsolescence reserve for obsolete, excess and slow-moving inventory, principally in the uniform and career apparel segments. In calculating our inventory obsolescence reserve, management analyzes historical data regarding customer demand within specific product categories and makes assumptions regarding economic conditions within customer specific industries, as well as style and product changes. Management believes that its accounting estimate related to inventory obsolescence is a critical accounting estimate because customer demand in certain of our businesses can be variable and changes in our reserve for inventory obsolescence could materially affect our financial results.

Income Taxes

We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns. We must make assumptions, judgments and estimates to determine our current provision for income taxes and also our deferred tax assets and liabilities and any valuation allowance to be recorded against a deferred tax asset. Our assumptions, judgments and estimates relative to the current provision for income tax take into account current tax laws, our interpretation of current tax laws and possible outcomes of current and future audits conducted by foreign and domestic tax authorities. Changes in tax law or our interpretation of tax laws and the resolution of current and future tax audits could significantly impact the amounts provided for income taxes in our consolidated financial statements. Our assumptions, judgments and estimates relative to the amount of deferred income taxes take into account estimates of the amount of future

50

taxable income, and actual operating results in future years could render our current assumptions, judgments and estimates inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates.

Share-Based Compensation

As discussed in our financial statements, we value our employee stock options using the Black-Scholes option valuation model. The Black-Scholes option valuation model uses assumptions of the expected volatility of our stock, the expected dividend yield of our stock, the expected life of the options and the risk free interest rate. The expected term of stock options represents the weighted-average period the stock options are expected to remain outstanding. The expected term was calculated using the simplified method permitted under SEC Staff Accounting Bulletin No. 107. We used a combination of actual historical experience of the predecessor Company’s stock and the expected future performance of the Parent Company’s stock in deriving the expected volatility assumption. The selection of the historical, rather than the implied, volatility approach was based upon the paucity of relevant information relating to traded options on our stock. The risk-free interest rate assumption is based upon the rate applicable to the U.S. Treasury security with a maturity equal to the expected term of the option on the grant date. The dividend yield assumption is based on our history and expected future of dividend payouts.

As share-based compensation expense recognized in the Condensed Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS No. 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience.

Management believes that the accounting estimate related to the expense of stock options is a critical accounting estimate because the underlying assumptions can change from time to time and, as a result, the compensation expense that we record in future periods under SFAS No. 123R may differ significantly from what we have recorded in the current period with respect to similar instruments.

Critical accounting estimates and the related assumptions are evaluated periodically as conditions warrant, and changes to such estimates are recorded as new information or changed conditions require revision.

Results of Operations for the Three and Six Months Ended March 30, 2007 and March 31, 2006

These tables present our sales and operating income (loss), and related percentages, attributable to each operating segment, for the three and six months ended March 30, 2007 and March 31, 2006.

	Successor		Predecessor		Combined(1)				Predecessor
	Period from January 27, 2007 through March 30, 2007		Period from December 30, 2006 through January 26, 2007		Three Months Ended March 30, 2007				Three Months Ended March 31, 2006
Sales by Segment	$		$		$		%		$		%
			(dollars in millions)
Food and Support Services—United States	$	1,372.5	$	504.8	$	1,877.3	63	%	$	1,785.6	63	%
Food and Support Services—International		490.2		205.0		695.2	23	%		642.0	23	%
Uniform and Career Apparel—Rental		220.7		97.7		318.4	11	%		299.3	10	%
Uniform and Career Apparel—Direct Marketing		62.2		27.8		90.0	3	%		102.6	4	%
	$	2,145.6	$	835.3	$	2,980.9	100	%	$	2,829.5	100	%

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	Successor			Predecessor			Combined(1)					Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 30, 2007					Six Months Ended March 31, 2006
Sales by Segment	$			$			$			%		$			%
				(dollars in millions)
Food and Support Services—United States	$	1,372.5		$	2,477.6		$	3,850.1		63	%	$	3,668.1		64	%
Food and Support Services—International		490.2			911.4			1,401.6		23	%		1,265.1		22	%
Uniform and Career Apparel—Rental		220.7			416.6			637.3		11	%		595.0		10	%
Uniform and Career Apparel—Direct Marketing		62.2			140.3			202.5		3	%		227.2		4	%
	$	2,145.6		$	3,945.9		$	6,091.5		100	%	$	5,755.4		100	%
	Successor			Predecessor			Combined(1)					Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from December 30, 2006 through January 26, 2007			Three Months Ended March 30, 2007					Three Months Ended March 31, 2006
Operating Income (Loss) by Segment	$			$			$			%		$			%
				(dollars in millions)
Food and Support Services—United States	$	66.5		$	2.3		$	68.8		n/m	(2)	$	73.9		60	%
Food and Support Services—International		28.7			4.7			33.4		n/m	(2)		33.6		27	%
Uniform and Career Apparel—Rental		19.2			8.4			27.6		n/m	(2)		31.4		25	%
Uniform and Career Apparel—Direct Marketing		(0.5	)		(0.5	)		(1.0	)	n/m	(2)		(0.3	)	0	%
		113.9			14.9			128.8		n/m	(2)		138.6		112	%
Corporate		(5.1	)		(118.7	)		(123.8	)	n/m	(2)		(15.0	)	-12	%
	$	108.8		$	(103.8	)	$	5.0		n/m	(2)	$	123.6		100	%
	Successor			Predecessor			Combined(1)					Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 30, 2007					Six Months Ended March 31, 2006
Operating Income (Loss) by Segment	$			$			$			%		$			%
				(dollars in millions)
Food and Support Services—United States	$	66.5		$	115.9		$	182.4		103	%	$	184.1		65	%
Food and Support Services—International		28.7			37.5			66.2		37	%		58.2		21	%
Uniform and Career Apparel—Rental		19.2			45.9			65.1		37	%		64.5		23	%
Uniform and Career Apparel—Direct Marketing		(0.5	)		5.2			4.7		3	%		6.7		2	%
		113.9			204.5			318.4		180	%		313.5		111	%
Corporate		(5.1	)		(136.0	)		(141.1	)	-80	%		(31.3	)	-11	%
	$	108.8		$	68.5		$	177.3		100	%	$	282.2		100	%

⁽¹⁾ Our combined results for the three months ended March 30, 2007 represent the mathematical sum of the Predecessor period from December 30, 2006 through January 26, 2007 and the Successor period from January 27, 2007 through March 30, 2007. Our combined results for the six months ended March 30, 2007 represent the mathematical sum of the Predecessor period from September 30, 2006 through January 26, 2007 and the Successor period from January 27, 2007 through March 30, 2007. This combination does not

52

comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.

⁽²⁾ Not meaningful

Consolidated Overview

Sales of $3.0 billion for the fiscal 2007 second quarter and $6.1 billion for the six-month period represented an increase of 5% and 6%, respectively, over the prior year periods. Excluding the impact of acquisitions, divestitures and foreign currency translation, the consolidated sales increase was 4% for both the three and six-month periods. Operating income was $5.0 million for the fiscal 2007 second quarter and $177.3 million for the six-month period. The three and six-month periods of fiscal 2007 include Transaction-related charges of $109.5 million and $112.1 million, respectively. Excluding the impact of acquisitions, divestitures, currency translation, Transaction-related charges and the incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction, operating income increased 6% and 7% for the three and six-month periods, respectively, which was driven principally by growth in the Food and Support Services—United States segment and a currency transaction gain. Consolidated operating margin increased slightly in the current year six-month period.

Interest and other financing costs, net, for the three and six-month periods of fiscal 2007 increased approximately $81.7 million and $83.5 million, respectively, from the prior year periods due to the significant increase in debt levels and interest rates resulting from the Transaction and the charge of $12.8 million for the cost of obtaining a bridge financing facility for the Transaction. The effective income tax rate for the fiscal 2007 six-month period was 21.5% compared to 28.8% in fiscal 2006. The rate for the 2007 period reflects the significant Transaction-related costs, which reduced taxable income, while the tax credits remained approximately the same. The favorable adjustment of $14.9 million in the 2006 first quarter, related to the settlement of certain open tax years, reduced the 2006 effective rate.

Net income (loss) for the three and six-month periods of fiscal 2007 was $(68.4) million and $19.3 million, compared to $58.6 million and $151.8 million in the prior year periods, respectively, also reflecting the significant Transaction-related costs.

Segment Results

The following tables present a fiscal 2007/2006 comparison of segment sales and operating income (loss) together with the amount of and percentage change between periods.

	Successor		Predecessor		Combined(1)		Predecessor		Change
	Period from January 27, 2007 through March 30, 2007		Period from December 30, 2006 through January 26, 2007		Three Months Ended March 30, 2007		Three Months Ended March 31, 2006
Sales by Segment	$		$		$		$		$			%
			(dollars in millions)
Food and Support Services—United States	$	1,372.5	$	504.8	$	1,877.3	$	1,785.6	$	91.7		5	%
Food and Support Services—International		490.2		205.0		695.2		642.0		53.2		8	%
Uniform and Career Apparel—Rental		220.7		97.7		318.4		299.3		19.1		6	%
Uniform and Career Apparel—Direct Marketing		62.2		27.8		90.0		102.6		(12.6	)	-12	%
	$	2,145.6	$	835.3	$	2,980.9	$	2,829.5	$	151.4		5	%

53

	Successor			Predecessor			Combined(1)			Predecessor			Change
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 30, 2007			Six Months Ended March 31, 2006
Sales by Segment	$			$			$			$			$			%
				(dollars in millions)
Food and Support Services—United States	$	1,372.5		$	2,477.6		$	3,850.1		$	3,668.1		$	182.0		5	%
Food and Support Services—International		490.2			911.4			1,401.6			1,265.1			136.5		11	%
Uniform and Career Apparel—Rental		220.7			416.6			637.3			595.0			42.3		7	%
Uniform and Career Apparel—Direct Marketing		62.2			140.3			202.5			227.2			(24.7	)	-11	%
	$	2,145.6		$	3,945.9		$	6,091.5		$	5,755.4		$	336.1		6	%
	Successor			Predecessor			Combined(1)			Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from December 30, 2006 through January 26, 2007			Three Months Ended March 30, 2007			Three Months Ended March 31, 2006			Change
Operating Income (Loss) by Segment	$			$			$			$			$			%
				(dollars in millions)
Food and Support Services—United States	$	66.5		$	2.3		$	68.8		$	73.9		$	(5.1	)	-7	%
Food and Support Services—International		28.7			4.7			33.4			33.6			(0.2	)	-1	%
Uniform and Career Apparel—Rental		19.2			8.4			27.6			31.4			(3.8	)	-12	%
Uniform and Career Apparel—Direct Marketing		(0.5	)		(0.5	)		(1.0	)		(0.3	)		(0.7	)	n/m	(2)
Corporate		(5.1	)		(118.7	)		(123.8	)		(15.0	)		(108.8	)	n/m	(2)
	$	108.8		$	(103.8	)	$	5.0		$	123.6		$	(118.6	)	n/m	(2)
	Successor			Predecessor			Combined(1)			Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 30, 2007			Six Months Ended March 31, 2006			Change
Operating Income (Loss) by Segment	$			$			$			$			$			%
				(dollars in millions)
Food and Support Services—United States	$	66.5		$	115.9		$	182.4		$	184.1		$	(1.7	)	-1	%
Food and Support Services—International		28.7			37.5			66.2			58.2			8.0		14	%
Uniform and Career Apparel—Rental		19.2			45.9			65.1			64.5			0.6		1	%
Uniform and Career Apparel—Direct Marketing		(0.5	)		5.2			4.7			6.7			(2.0	)	-30	%
Corporate		(5.1	)		(136.0	)		(141.1	)		(31.3	)		(109.8	)	n/m	(2)
	$	108.8		$	68.5		$	177.3		$	282.2		$	(104.9	)	-37	%

⁽¹⁾ Our combined results for the three months ended March 30, 2007 represent the mathematical sum of the Predecessor period from December 30, 2006 through January 26, 2007 and the Successor period from January 27, 2007 through March 30, 2007. Our combined results for the six months ended March 30, 2007 represent the mathematical sum of the Predecessor period from September 30, 2006 through January 26, 2007 and the Successor period from January 27, 2007 through March 30, 2007. This combination does not comply with GAAP or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.

⁽²⁾ Not meaningful

54

Food and Support Services—United States Segment

Food and Support Services—United States segment sales for the three and six-month periods of fiscal 2007 increased 5% over the prior year periods primarily due to growth in the Sports & Entertainment, Education, Corrections and Healthcare businesses. Excluding the impact of acquisitions and divestitures, sales also increased 5% for both the three and six-month periods. For the second quarter, sales growth in the Business Services sector was in the low single digits, resulting from growth in the Corrections and Refreshment Services businesses. Business Dining Services sales increased slightly compared to the prior year period. The Education sector experienced mid single digit sales growth, principally as a result of base business growth. The Healthcare sector reported high single digit sales growth from both new business and base business growth. The Sports & Entertainment sector experienced mid single digit sales growth driven principally by the improvement in our Convention Center business.

Segment operating income was $68.8 million compared to $73.9 million in the 2006 second quarter. The 2007 period includes a charge of approximately $11.7 million representing the incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction. In addition, improved performance in the Business, Education and Healthcare businesses was partially offset by weaker results in the Sports & Entertainment business.

Food and Support Services—International Segment

Sales in the Food and Support Services—International segment for the three and six-month periods increased 8% and 11%, respectively, compared to the prior year periods due principally to foreign currency translation (approximately 6% in each period) and increased volume (approximately 2% and 4%, respectively). The increases were driven by strong growth in Ireland, Chile and Korea.

Second quarter 2007 operating income was about even with the prior year period at $33.4 million, as incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction of approximately $2.8 million substantially offset the positive effect of currency translation and a modest improvement in operations.

Uniform and Career Apparel—Rental Segment

Uniform and Career Apparel—Rental segment sales increased 6% and 7% for the three and six-month periods, respectively, compared to the prior year periods. Sales growth, excluding the effects of acquisitions, was 3% for the second quarter and 4% for the six-month period due principally to net new business sold and price increases.

Segment operating income decreased approximately 12% in the second quarter of fiscal 2007 due to incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction of approximately $4.9 million. Operating income margin declined slightly. For the six-month period of fiscal 2007, segment operating income was about equal to the prior year period as higher sales and lower fuel costs offset the effect of increased intangible asset amortization.

Uniform and Career Apparel—Direct Marketing Segment

Uniform and Career Apparel—Direct Marketing segment sales for 2007 decreased 12% from the prior year quarter to $90.0 million, reflecting the exit from the healthcare uniform line in fiscal 2006 and continued soft demand at both WearGuard-Crest and Galls. The segment reported a small loss in both the current and prior year second quarters reflecting continued lower sales volumes.

55

Corporate

Corporate expenses, those administrative expenses not allocated to the business segments, were $123.8 million and $141.1 million for the three and six-month periods of fiscal 2007, compared to $15.0 million and $31.3 million for the prior year periods, respectively. The increase was due principally to $109.5 million and $112.1 million of costs incurred during the three and six-month periods, respectively, related to the Transaction. These costs included $8.6 million and $11.2 million of accounting, investment banking, legal and other costs associated with the Transaction, respectively, a compensation charge of approximately $77.1 million related to the accelerated vesting and buyout of employee stock options and restricted stock units for both periods, and a charge of approximately $23.8 million related to change in control payments to certain executives for both periods. The Company also recorded a currency transaction gain of approximately $3.8 million in the second quarter of fiscal 2007.

Results of Operations for Fiscal Years 2004, 2005 and 2006 (Predecessor periods)

The following tables present our sales and operating income, and the related percentages attributable to each operating segment for fiscal years 2004, 2005 and 2006.

	Fiscal Year
	2004				2005				2006
	(in millions)
Sales by Segment
Food and Support Services—United States	$	6,879.3	68	%	$	7,129.1	65	%	$	7,454.4	64	%
Food and Support Services—International		1,830.4	18			2,280.2	21			2,546.6	22
Uniform and Career Apparel—Rental		1,042.5	10			1,125.8	10			1,202.0	10
Uniform and Career Apparel—Direct Marketing		440.0	4			428.3	4			418.2	4
	$	10,192.2	100	%	$	10,963.4	100	%	$	11,621.2	100	%

	Fiscal Year
	2004					2005					2006
	(in millions)
Operating Income by Segment
Food and Support Services—United States	$	375.8		70	%	$	403.1		70	%	$	397.9		75	%
Food and Support Services—International		66.7		12			78.0		13			109.4		21
Uniform and Career Apparel—Rental		116.0		22			125.8		22			133.9		25
Uniform and Career Apparel—Direct Marketing		20.1		4			11.2		2			(44.2	)	(8	)
		578.6		108			618.1		107			597.0		113
Corporate		(41.0	)	(8	)		(37.9	)	(7	)		(66.5	)	(13	)
	$	537.6		100	%	$	580.2		100	%	$	530.5		100	%

Fiscal 2006 compared to fiscal 2005

Consolidated overview

Sales for fiscal 2006 were $11.6 billion, an increase of 6% over fiscal 2005. Sales increased 6% in our worldwide Food and Support Services business while sales in the combined Uniform and Career Apparel segments increased 4% over the prior year. Excluding the impact of acquisitions, divestitures and foreign currency translation, sales increased 5% compared to the prior year.

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Operating income for fiscal 2006 was $530.5 million compared to $580.2 million in fiscal 2005, a decrease of 9%. Fiscal 2006 operating income includes a charge for stock option expense of approximately $16.0 million, a charge of approximately $43.0 million for the write-down of goodwill and adjustments to asset and liability carrying values in the Uniform and Career Apparel—Direct Marketing segment, and $6.4 million of transaction costs related to the merger. Operating income for fiscal 2005 includes $9.7 million representing our share of the gain on a real estate sale by a 50%-owned equity affiliate and a charge of $7.4 million which includes the effects of our decision to exit the West African oil services business and U.K. severance costs. Excluding acquisitions, divestitures, the impact of currency translation and the items described above, fiscal 2006 consolidated operating income increased 3% over the prior year. Consolidated operating margin decreased slightly in the current year.

Interest and other financing costs, net, increased 10% compared to the prior year due to higher year-over-year interest rates. The effective income tax rate for fiscal 2006 was 33.1% compared to 36.3% in fiscal 2005. The favorable adjustment of $14.9 million recorded in the first quarter of fiscal 2006, related to the settlement of certain open tax years, reduced the fiscal 2006 effective rate.

Net income decreased 9% from $288.5 million in fiscal 2005 to $261.1 million in fiscal 2006. Fiscal 2006 includes an after-tax charge of $3.4 million for the cumulative effect of a change in accounting principle for the adoption of FASB Interpretation No. 47. In addition, fiscal 2006 includes an after-tax gain of $3.1 million from discontinued operations. Fiscal 2006 diluted earnings per share were $1.41 on a weighted average share count of 185.4 million shares. Fiscal 2005 diluted earnings per share were $1.53 on a weighted average share count of 188.3 million shares.

Segment results

The following tables present a 2005/2006 comparison of segment sales and operating income together with the amount of and percentage change between periods.

	Fiscal Year
	2005		2006		Change
	(in millions)
Sales by Segment
Food and Support Services—United States	$	7,129.1	$	7,454.4	$	325.3		5	%
Food and Support Services—International		2,280.2		2,546.6		266.4		12
Uniform and Career Apparel—Rental		1,125.8		1,202.0		76.2		7
Uniform and Career Apparel—Direct Marketing		428.3		418.2		(10.1	)	(2	)
	$	10,963.4	$	11,621.2	$	657.8		6	%

	Fiscal Year
	2005			2006			Change
	(in millions)
Operating Income by Segment
Food and Support Services—United States	$	403.1		$	397.9		$	(5.2	)	(1	)%
Food and Support Services—International		78.0			109.4			31.4		40
Uniform and Career Apparel—Rental		125.8			133.9			8.1		6
Uniform and Career Apparel—Direct Marketing		11.2			(44.2	)		(55.4	)	n/a
Corporate		(37.9	)		(66.5	)		(28.6	)	75
	$	580.2		$	530.5		$	(49.7	)	(9	)%

57

Food and Support Services—United States segment

Food and Support Services—United States segment sales for fiscal 2006 increased 5% over the prior year due principally to increases in the Education, Sports and Entertainment, Corrections and Refreshment businesses. Excluding the impact of acquisitions and divestitures, the sales increase was also 5%. Sales in the Business Services sector were flat compared to the prior year, as growth in the Corrections and Refreshment Services businesses was offset by a slight decline in Business Dining Services and the divestiture of a facilities business in fiscal 2005. The Education sector experienced high single digit sales growth as a result of base business growth in Higher Education and K-12, as well as service expansion in Facilities. The Healthcare sector reported a slight sales increase as the impact of base business growth was offset by lost business. The Sports & Entertainment sector experienced low double digit sales growth driven principally by stadiums and arenas from the return of hockey and more baseball games, which was somewhat offset by the continuing impact of the hurricanes on our Convention Center business. Fiscal 2005 did not include operating results from National Hockey League venues due to the work stoppage.

Segment operating income was $397.9 million compared to $403.1 million in fiscal 2005. Fiscal 2005 included approximately $9.7 million representing our share of the gain from a real estate sale by a 50%-owned equity affiliate. Excluding the gain from fiscal 2005, operating income increased approximately 1%. Increased income from NHL venues was substantially offset by the continuing impact of Hurricane Katrina on our Convention Center business and lower results from the Parks business. In addition, two contract terminations in the third quarter of fiscal 2006 and previously lost facilities services business negatively affected fiscal 2006 segment income.

Food and Support Services—International segment

Sales in the Food and Support Services—International segment increased 12% compared to the prior year due to foreign currency translation (approximately 1%), acquisitions (approximately 3%), net new accounts (approximately 3%), and increased volume (approximately 5%). Strong sales growth in Canada, Germany, and Chile was partially offset by sales declines in the United Kingdom due to challenging trading conditions and lost business.

Segment operating income increased 40%, compared to the prior year, of which approximately 1% represented currency translation. The growth was driven principally by continued profitability improvement in our U.K.–operations as well as good performance in Canada, reflecting continued strong remote camps business, and in Germany. The prior year included a charge of approximately $7.4 million representing the estimated cost of exiting the West Africa oil services business and a management separation charge in the United Kingdom. Excluding the $7.4 million charge from fiscal 2005, segment income increased approximately 28% in fiscal 2006.

Uniform and Career Apparel—Rental segment

Uniform and Career Apparel—Rental segment sales increased 7% compared to the prior year. Organic sales growth, which excludes the effects of acquisitions and divestitures, was 6% due to new business sold 13%, lost business (8%), price increases 3% and a decline in base business (2%).

Operating income increased 6% due principally to the increased sales and favorable merchandise costs. Operating income margins were comparable between years despite higher energy costs in fiscal 2006 and the ongoing investment in the sales force.

Uniform and Career Apparel—Direct Marketing segment

Uniform and Career Apparel—Direct Marketing segment sales decreased 2% compared to the prior year, reflecting continued softness at both Galls and WearGuard-Crest. The segment reported an operating loss of $44.2 million in fiscal 2006 compared to $11.2 million of operating income in the prior year, primarily due to a

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$35.0 million goodwill impairment charge and approximately $8.0 million of other asset and liability adjustments at WearGuard-Crest, which consisted principally of adjustments to inventory carrying value. These charges were the result of business curtailment initiatives at WearGuard-Crest in the healthcare product category.

Corporate

Corporate expenses, those administrative expenses not allocated to the business segments, were $66.5 million for fiscal 2006 compared to $37.9 million for the prior year. The increase was due principally to the expensing of stock options, which commenced in the first quarter of fiscal 2006 in connection with the adoption of SFAS No. 123R, other share-based compensation expense and transaction costs related to the merger.

Results of discontinued operations

In the third quarter of fiscal 2003, ARAMARK completed the sale of ARAMARK Educational Resources (AER) to Knowledge Learning Corporation for approximately $250 million in cash. At the time of sale, certain accruals were established for liabilities expected pursuant to the indemnification provisions of the sale agreement. In the fourth quarter of fiscal 2006, the remaining accrual balances were adjusted to reflect current expectations, resulting in additional income from discontinued operations of $3.1 million, net of tax.

Fiscal 2005 compared to fiscal 2004

Consolidated overview

Sales for fiscal 2005 were $11.0 billion, an increase of 8% over fiscal 2004. Sales increased 8% in our worldwide Food and Support Services business while sales in the combined Uniform and Career Apparel segments increased 5% over the prior year. Excluding the impact of acquisitions, divestitures and foreign currency translation, sales increased 4% compared to the prior year, as the effect of the National Hockey League (NHL) lockout in fiscal 2005 constrained growth in the U.S. Food and Support segment.

Operating income for fiscal 2005 was $580.2 million compared to $537.6 million in fiscal 2004, an increase of 8%. Operating income for fiscal 2005 includes $9.7 million ($7.8 million net of tax) representing our share of the gain on a real estate sale by a 50%-owned equity affiliate. The 2005 period also includes a charge of $7.4 million ($4.8 million net of tax) which includes the effects of our decision to exit the West African oil services business and U.K. severance costs. Fiscal 2004 includes a separation charge of approximately $10.0 million related to the resignation of our former chief executive officer in September 2004 for the lump sum payment ($4.0 million) and the present value of future payments ($3.9 million) due pursuant to his employment agreement, as well as the intrinsic value ($2.1 million) of his outstanding stock options for which vesting was accelerated. Excluding acquisitions, divestitures and the impact of currency translation, fiscal 2005 consolidated operating income increased 6% over the prior year. Consolidated operating income margins were comparable during the periods.

Interest and other financing costs, net, increased 4% compared to the prior year, due to higher average borrowing levels and higher interest rates. The effective income tax rate for fiscal 2005 was 36.3% compared to 36.6% in fiscal 2004, reflecting a somewhat higher than historical level of employment-related tax credits in both periods.

Net income increased 10% from $263.1 million in fiscal 2004 to $288.5 million in fiscal 2005. Fiscal 2005 diluted earnings per share were $1.53 on a weighted average share count of 188.3 million shares. Fiscal 2004 diluted earnings per share were $1.36 on a weighted average share count of 193.5 million shares.

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Segment results

The following tables present a 2004/2005 comparison of segment sales and operating income together with the amount of and percentage change between periods.

	Fiscal Year
	2004		2005		Change
	(in millions)
Sales by Segment
Food and Support Services—United States	$	6,879.3	$	7,129.1	$	249.8		4	%
Food and Support Services—International		1,830.4		2,280.2		449.8		25
Uniform and Career Apparel—Rental		1,042.5		1,125.8		83.3		8
Uniform and Career Apparel—Direct Marketing		440.0		428.3		(11.7	)	(3	)
	$	10,192.2	$	10,963.4	$	771.2		8	%

	Fiscal Year
	2004			2005			Change
	(in millions)
Operating Income by Segment
Food and Support Services—United States	$	375.8		$	403.1		$	27.3		7	%
Food and Support Services—International		66.7			78.0			11.3		17
Uniform and Career Apparel—Rental		116.0			125.8			9.8		8
Uniform and Career Apparel—Direct Marketing		20.1			11.2			(8.9	)	(44	)
Corporate		(41.0	)		(37.9	)		3.1		8
	$	537.6		$	580.2		$	42.6		8	%

Food and Support Services—United States segment

Food and Support Services—United States segment sales increased 4% over the prior year period due principally to increased volume (base business). The 2004/2005 comparison was affected by the cancellation of the National Hockey League season. The National Hockey League Collective Bargaining Agreement expired in September 2004 and on September 17, 2004 the owners of the NHL teams locked out the NHL players. Sales from NHL venues were approximately $73 million in the 2004 period. In July 2005, the NHL and the NHL Players’ Association announced they had reached an agreement for the 2005/2006 hockey season and the 2005/2006 hockey season commenced.

For fiscal 2005, sales growth in the Business Services sector was in the mid single digits, driven primarily by base business growth in corrections and refreshment services. Sales growth in the Education sector was in the high single digits, also reflecting base business growth. The Healthcare sector reported high single digits sales growth due to base business growth and net new business. Sports and Entertainment sector sales declined approximately 8% as improved performance at convention centers, parks and resorts and existing stadiums and arenas was more than offset by the NHL lockout, the loss of two Major League Baseball clients and a weaker concert schedule in our amphitheaters.

Segment operating income increased 7% compared to the prior year. The 2005 period includes approximately $9.7 million representing our share of the gain from a real estate sale by a 50%-owned equity affiliate. Excluding the $9.7 million, operating income increased 5%. Fiscal 2005 operating income increased despite the negative effect of the NHL lockout, due primarily to strong performances in the Education sector and the Healthcare sector, where prior year results were lowered by start-up costs at new accounts and high labor and material costs in the clinical equipment services business. Fiscal 2005 was also positively affected by improved Sports & Entertainment results at convention centers, existing stadiums and arenas and our parks and resorts. Operating income margin improved slightly in fiscal 2005.

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Food and Support Services—International segment

Sales in the Food and Support Services—International segment increased 25% compared to the prior year due to foreign currency translation (approximately 7%), acquisitions (approximately 12%), net new accounts (approximately 2%), and increased volume (approximately 4%). Strong sales growth in Canada, Germany, and Chile was partially offset by sales declines in the United Kingdom due to challenging trading conditions and lost business.

Segment operating income increased 17%, compared to the prior year, of which approximately 6% represented currency translation. The 2005 period includes a charge of $7.4 million representing the estimated cost of exiting the West African oil services business and a management separation charge in the United Kingdom. During the second quarter, the decision was made to cease operations in West Africa. This business was operating at a loss and efforts to renegotiate a client contract proved unsuccessful. We exited the region in fiscal 2006. Provision has been made for the losses, principally asset write-offs, expected to be incurred during the withdrawal. Fiscal 2004 results were negatively affected by losses from the offshore oil service operations and several fourth quarter accounting adjustments in the United Kingdom. The fiscal 2004 period also includes currency transaction gains of approximately $1.2 million. Broadly affecting year-over-year comparisons, improved results in Canada and Germany were partially offset by lower operating income in the United Kingdom due to the challenging trading environment and lost business.

Uniform and Career Apparel—Rental segment

Uniform and Career Apparel—Rental segment sales increased 8% compared to the prior year. Organic sales growth, which excludes the effects of acquisitions and divestitures, was 5%. Growth in the sales of apparel and ancillary products to rental customers contributed to this performance.

Operating income increased 8% due to increased sales, lower garment costs and a gain on the sale of a dormant property, partially offset by higher energy costs and labor-related expenses, new systems implementation costs and increased selling expense. Operating income margin improved slightly for the year.

Uniform and Career Apparel—Direct Marketing segment

Uniform and Career Apparel—Direct Marketing segment sales decreased 3% from the prior year period. WearGuard-Crest continued to experience lower demand in the quick service restaurant channel and sales of safety products remained soft.

Segment operating income was $11.2 million compared to $20.1 million in fiscal 2004. Operating income has decreased due to lower sales volume, gross margin erosion at WearGuard-Crest and costs related to the opening of a new distribution center. Margins have been negatively affected by the roll-out of a new program in the quick service restaurant channel.

Corporate

Corporate expenses, those administrative expenses not allocated to the business segments, were $37.9 million for fiscal 2005, compared to $41.0 million in the prior year. Fiscal 2004 includes a separation charge of approximately $10.0 million related to the resignation of our former chief executive officer in September 2004, including a lump sum payment ($4.0 million) and the present value of future payments ($3.9 million) due pursuant to his employment agreement, as well as the intrinsic value ($2.1 million) of his outstanding stock options for which vesting was accelerated. Fiscal 2005 includes increases related to the cost of Sarbanes-Oxley compliance and restricted stock units.

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Financial Condition and Liquidity—Six-Months Ended March 30, 2007

Cash provided by operating activities was $136.3 million in fiscal 2007 six-month period compared to $183.7 million in the comparable six-month period of fiscal 2006, a decrease of $47.4 million. The principal components (in millions) of the net change were:

•     Decrease in the total of net income and noncash charges	$	(15.6	)
•     Increase in accounts receivable sale proceeds		13.7
•     Increased working capital requirements		(45.5	)
	$	(47.4	)

The decrease in the total of net income and noncash charges results from Transaction-related expenses incurred during the period. The accounts receivable sale proceeds increased as a result of increasing the size of the Receivables Facility in connection with the Transaction. Approximately 40% of the increased working capital requirements relates to current assets reflecting growth in the business with approximately 60% related to the timing of vendor disbursements and tax payments.

At April 27, 2007, there was approximately $513.5 million of unused committed credit availability under our new senior secured revolving credit facility. As of March 30, 2007, there was approximately $481.7 million outstanding in foreign currency borrowings.

The Transaction

In connection with the completion of the Transaction on January 26, 2007, the Company (i) entered into a new $4.15 billion senior secured term loan facility, (ii) issued $1.28 billion of 8.50% senior notes due 2015 and $500 million of senior floating rate notes due 2015, (iii) entered into a new $600 million senior secured revolving credit facility with a six-year maturity, and (iv) entered into a new synthetic letter of credit facility for up to $250 million.

Senior Secured Credit Facilities

The senior secured revolving credit facility consists of the following subfacilities:

• A revolving credit facility available for loans in U.S. dollars to the Company with aggregate commitments of $435 million;

• A revolving credit facility available for loans in sterling or U.S. dollars to the Company or a U.K. subsidiary with aggregate commitments of $40 million;

• A revolving credit facility available for loans in Euros or U.S. dollars to the Company or an Irish subsidiary with aggregate commitments of $20 million;

• A revolving credit facility available for loans in Euros or U.S. dollars to the Company or German subsidiaries with aggregate commitments of $30 million; and

• A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Company or a Canadian subsidiary with aggregate commitments of $75 million.

The senior secured term loan facility consists of the following subfacilities:

• A U.S. dollar denominated term loan to the Company in the amount of $3,547 million;

• A yen denominated term loan to the Company in the amount of JPY 5,422 million;

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• A U.S. dollar denominated term loan to a Canadian subsidiary in the amount of $170 million;

• A Euro denominated term loan to an Irish subsidiary in an amount of EUR 44 million;

• A sterling denominated term loan to a U.K. subsidiary in an amount of GBP 122 million; and

• A Euro denominated term loan to German subsidiaries in the amount of EUR 70 million.

The senior secured credit facilities provide that the Company has the right at any time to request up to $750 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 will not be 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. The Company’s ability to obtain extensions of credit under these incremental facilities or commitments will be subject to the same conditions as extensions of credit under the existing credit facilities.

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs, (b) with respect to borrowings denominated in U.S. Dollars, a base rate determined by reference to the higher of (1) the prime rate of the administrative agent, and (2) the federal funds rate plus 0.50% or (c) with respect to borrowings denominated in Canadian dollars, (1) a base rate determined by reference to the prime rate of Canadian banks or (2) a BA (bankers’ acceptance) rate determined by reference to the rate offered for bankers’ acceptances in Canadian dollars for the interest period relevant to such borrowing. The applicable margin spread for borrowings are (a) under the revolving credit facility, 1.25% to 2.00% (as of March 30, 2007 – 2.00%) with respect to LIBOR borrowings and 0.25% to 1.00% (as of March 30, 2007 – 1.00%) with respect to base-rate borrowings, and (b) prior to the amendment referred to below, under the term loan facilities, 2.00% to 2.125% (as of March 30, 2007 – 2.125%) with respect to LIBOR borrowings and 1.00% to 1.125% (as of March 30, 2007 – 1.125%) with respect to base-rate borrowings.

In addition to paying interest on outstanding principal under the senior secured credit facilities, 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 ranges from 0.375% to 0.50% per annum (as of March 30, 2007 – 0.50%).

Prior to the amendment referred to below, fees on the $250 million synthetic letter of credit facility range from 2.00% to 2.125% (as of March 30, 2007 – 2.125%).

The actual spreads within all ranges referred to above are based on a ratio of Consolidated Secured Debt to EBITDA, each as defined in the senior secured credit agreement.

On March 28, 2007, the Company amended the senior secured credit agreement (i) to lower the interest rate spread on the U.S. dollar and Euro term loans, (ii) to reduce the fees that it pays on the synthetic letter of credit facility, (iii) to add a provision requiring payment of a prepayment fee upon certain repayments for the purpose of reducing the interest rate spread effected within one year of the date of the amendment and (iv) to make certain other modifications set forth in the amendment. Effective on April 16, 2007, the applicable margin spreads under the U.S. dollar and Euro term loan facilities and the synthetic letter of credit facilities are 1.875% to 2.125% (currently 2.00%) with respect to LIBOR borrowings.

All obligations under the senior secured credit facilities are secured by a security interest in substantially all assets of the Company and its U.S. subsidiaries.

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The senior secured credit facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of the Company’s Excess Cash Flow (as defined) commencing with fiscal year 2008, (ii) 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 (iii) 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 Company’s receivables facilities and other debt permitted under the senior secured credit agreement. Any mandatory prepayments would be applied to the term loan facilities as directed by the Company. The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.

The Company is required to repay the senior secured term loan facilities in quarterly principal amounts of 0.25% of the funded total principal amount for the first six years and nine months, with the remaining amount payable on January 26, 2014. On March 30, 2007, the Company voluntarily prepaid an additional $40.0 million, representing required installments through June 2008 of the U.S. term loan.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, January 26, 2013, on which day the commitments thereunder will terminate.

Principal amounts outstanding under the synthetic letter of credit facility are due and payable in full at maturity, January 26, 2014, on which day the commitments thereunder will terminate.

8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015

The senior floating rate notes due 2015 bear interest equal to three-month LIBOR (as defined) plus a spread of 3.50%. Additional interest on the 8.50% senior notes due 2015 and senior floating rate notes due 2015 may accrue at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) if the Company does not complete an offer to exchange the initial unregistered notes for notes that are substantially identical but are registered under the Securities Act of 1933 within 240 days after the original issue date of the notes. In certain circumstances, the Company is required to maintain a shelf registration statement covering resales of the notes. If the Company does not maintain the effectiveness of such registration statement as required, additional interest would accrue. If any existing registration default is corrected, the additional interest will cease to accrue. Since management does not expect any payments will be required pursuant to this arrangement, no amount has been accrued at March 30, 2007.

The 8.50% senior notes due 2015 and senior floating rate notes due 2015 are senior unsecured obligations of the Company.

The Company may redeem some or all of the 8.50% senior notes due 2015 at any time on or after February 1, 2011 and some or all of the senior floating rate notes due 2015 at any time on or after February 1, 2009, in each case at varying redemption prices that generally include premiums, which are defined in the indenture. The Company may redeem some or all of the 8.50% senior notes due 2015 prior to February 1, 2011 and some or all of the senior floating rate notes due 2015 prior to February 1, 2009, in each case at a price equal to 100% of the principal amount of the notes redeemed plus the applicable “make-whole” premium as defined in the indenture. The Company may also redeem up to 35% of the 8.50% senior notes due February 2015 at any time before February 1, 2010 at a redemption price equal to 108.5% of the principal amount and up to 35% of the senior floating rate notes due 2015 at any time before February 1, 2009 at a redemption price equal to 100% of the principal amount, plus a premium equal to the rate per annum on the senior floating rate notes due 2015 applicable on the date on which notice of redemption is given, using the proceeds of certain equity offerings.

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If the Company experiences specific kinds of changes of control, it will be required to make an offer to purchase the 8.50% senior notes due 2015 and senior floating rate notes due 2015 at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If the Company sells assets under certain circumstances, it will be required to make an offer to purchase the 8.50% senior notes due 2015 and senior floating rate notes due 2015 at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.

5.00% Senior Notes due 2012

During the third quarter of fiscal 2005, ARAMARK Services, Inc. issued $250 million of 5.00% senior unsecured notes due 2012. The notes are recorded at $224.5 million as of March 30, 2007 as a result of fair value adjustments related to purchase accounting. The discount of $25.5 million will be accreted as interest expense over the remaining period to maturity.

Repayment of Indebtedness

With a portion of the proceeds of the new borrowings and the equity contributions, the Company repaid the outstanding balances of its senior unsecured revolving credit facility, senior European unsecured revolving credit facility, bank term loan due March 2007, Japanese borrowings due March 2007, 6.375% senior notes due 2008, 7.00% senior notes due 2007, 7.25% senior notes and debentures due 2007 and certain other obligations. In connection with the repayment of the 6.375% senior notes due 2008 and 7.00% senior notes due 2007, the Company incurred prepayment penalties of approximately $2.4 million and $0.8 million, respectively, which were included in the purchase price of the Transaction.

Covenant Compliance

The senior secured credit agreement contains a number of covenants that, among other things, restrict our 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 our capital stock; make investments, loans or advances; repay or repurchase any notes, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the notes (or any indebtedness that refinances the notes); and fundamentally change the Company’s business. The indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015 contains similar provisions. As of March 30, 2007, we are in compliance with these covenants.

Under the senior secured credit agreement and the indenture, we are required to satisfy and maintain specified financial ratios and other financial condition tests and covenants. Our continued ability to meet those financial ratios, tests and covenants can be affected by events beyond our control, and we cannot assure you that we will meet those ratios, tests and covenants.

EBITDA is defined as income (loss) from continuing operations before cumulative effect of change in accounting principle plus interest and other financing costs, net, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted to give effect to adjustments required in calculating covenant ratios and compliance under our senior secured credit agreement and the indenture. EBITDA and Adjusted EBITDA are not presentations made in accordance with GAAP, are not measures of financial performance or condition, liquidity or profitability, and should not be considered as an alternative to (1) net income, operating income or any other performance measures determined in accordance with GAAP or (2) operating cash flows determined in accordance with GAAP. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements.

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Our presentation of EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. We believe that the presentation of EBITDA and Adjusted EBITDA is appropriate to provide additional information about the calculation of certain financial covenants in the senior secured credit agreement and the indenture. Adjusted EBITDA is a material component of these covenants. For instance, our senior secured credit agreement and the indenture contain financial ratios that are calculated by reference to Adjusted EBITDA. Non-compliance with the maximum Consolidated Secured Debt Ratio contained in our senior secured credit agreement could result in the requirement to immediately repay all amounts outstanding under such agreement, while non-compliance with the Interest Coverage Ratio contained in our senior secured credit agreement and the Fixed Charge Coverage Ratio contained in the indenture could prohibit us 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.

The following is a reconciliation of income (loss) from continuing operations before cumulative effect of change in accounting principle, which is a GAAP measure of our operating results, to Adjusted EBITDA as defined in our debt agreements. The terms and related calculations are defined in the senior secured credit agreement and indenture.

	Successor			Predecessor
(in millions)	Period from January 27, 2007 through March 30, 2007			Period from December 30, 2006 through January 26, 2007			Three Months Ended December 29, 2006		Three Months Ended September 29, 2006		Three Months Ended June 30, 2006		Twelve Months Ended March 30, 2007
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	4.5		$	(72.9	)	$	87.7	$	74.6	$	35.0	$	128.9
Interest and other financing costs, net		104.0			12.8			35.9		34.4		36.4		223.5
Provision (benefit) for income taxes		0.2			(43.6	)		48.7		47.2		20.7		73.2
Depreciation and amortization		79.2			28.8			87.6		88.3		85.5		369.4
EBITDA		187.9			(74.9	)		259.9		244.5		177.6		795.0
Stock-based compensation expense(1)		7.2			78.9			5.2		5.4		5.3		102.0
Unusual or non-recurring gains and losses(2)		(3.8	)		—			—		2.8		45.2		44.2
Pro forma EBITDA for equity method investees(3)		3.6			2.4			5.0		5.0		5.0		21.0
Pro forma EBITDA for certain transactions(4)		—			—			0.5		0.8		0.8		2.1
Cost related to the merger transactions(5)		—			32.4			2.6		5.7		0.8		41.5
Other (6)		3.4			—			1.5		5.9		4.9		15.7
Adjusted EBITDA	$	198.3		$	38.8		$	274.7	$	270.1	$	239.6	$	1,021.5

(1) Represents stock-based compensation expense resulting from the application of SFAS No. 123R for stock options, restricted stock units, restricted stock and deferred stock unit awards, including the repurchase of stock options and restricted stock units on January 26, 2007 (see Note 10 to the condensed consolidated financial statements).

(2) Unusual or non-recurring gains and losses include the charges for goodwill impairment ($35.0 million) and for asset/liability adjustments ($11.3 million) related to our decision to exit the healthcare uniform business, the estimated impact of delayed re-start of operations at the New Orleans Convention Center post Hurricane Katrina ($3.1 million) net of related insurance proceeds related to Hurricane Katrina received for the twelve month period ended December 29, 2006 ($1.4 million), and the currency transaction gain ($3.8 million).

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(3) Represents our estimated share of EBITDA from AIM Services Co., Ltd. and SMG equity method investments not already reflected in our EBITDA. EBITDA for these equity method investees is calculated in a manner consistent with consolidated EBITDA but does not represent cash distributions received from these investees.

(4) Represents the annualizing of EBITDA from acquisitions made during the period.

(5) Costs related to the merger include $17.7 million of accounting, investment banking, legal and other costs associated with the Transaction and a charge of approximately $23.8 million related to change in control payments to certain executives.

(6) Other includes certain other miscellaneous items such as contract termination and related costs ($3.1 million), senior management severance and reorganization costs ($4.4 million) and unusual receivables write-offs ($7.6 million).

Beginning with the twelve months ended March 30, 2007, our senior secured credit agreement requires us to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Adjusted EBITDA, of 5.875x, being reduced over time to 4.25x by the end of 2013. 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 guaranteed by ARAMARK Corporation reduced by the lesser of cash and cash equivalents on our balance sheet that is free and clear of any lien, or $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 our lenders failed to waive any such default, would also constitute a default under our indenture. The actual ratio at March 30, 2007 was 4.26x.

Our senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for us to incur additional indebtedness and to make certain restricted payments. If we do not maintain this minimum Interest Coverage Ratio calculated on a pro forma basis for any such additional indebtedness or restricted payments, we 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. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit agreement. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions (including the Transaction) and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and our estimated share of interest expense from two equity method investees. The indenture includes a similar requirement which is referred to as a Fixed Charge Coverage Ratio. The actual ratio was 1.94x for the twelve months ended March 30, 2007; however, pursuant to the specified exceptions in the senior secured credit agreement and indenture and availability under the senior secured revolving credit facility, as of April 27, 2007, we generally would be permitted to incur approximately $1.3 billion of additional indebtedness before becoming subject to this ratio limitation.

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The following table summarizes the Company’s future obligations for debt repayments, estimated interest payments, and other long-term liabilities reflected on the balance sheet, as well as contingent obligations related to outstanding letters of credit as of March 30, 2007 (in thousands). The Company’s other contractual obligations and other commercial commitments have not changed significantly from those set forth under the heading “Financial Condition and Liquidity—Fiscal 2006 (Predecessor)”:

	Payments Due by Period
Contractual Obligations as of March 30, 2007	Total		Fiscal 2007		Fiscal 2008 – Fiscal 2009		Fiscal 2010 – Fiscal 2011		Fiscal 2012 and Thereafter
Long-term borrowings	$	6,196,838	$	63,538	$	94,719	$	90,851	$	5,947,730
Estimated interest payments(1)		3,255,000		230,200		912,400		900,700		1,211,700
Other long-term liabilities reflected on the balance sheet(2)		189,649		—		—		—		189,649
	Total Amounts Committed		Amount of Commitment Expiration Per Period
Other Commercial Commitments as of March 30, 2007			Fiscal 2007		Fiscal 2008 – Fiscal 2009		Fiscal 2010 – Fiscal 2011		Fiscal 2012 and Thereafter
Letters of credit	$	169,835	$	169,835	$	—	$	—	$	—

(1) These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at March 30, 2007 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2007 through 2015 is $6,147,800, $6,112,600, $6,056,600, $6,018,600, $5,971,600, $5,719,000, $5,635,800, $3,697,600 and $890,000, respectively. The average interest rate (including interest rate swaps) for each fiscal year from 2007 through 2015 is 7.49%, 7.49%, 7.49%, 7.50%, 7.51%, 7.63%, 7.67%, 7.90%, and 8.60%, respectively. Refer to Note 6 of the condensed consolidated financial statements for the terms and maturities of existing debt obligations.

(2) Includes certain unfunded employee retirement obligations.

The Company has an agreement (the Receivables Facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, certain subsidiaries of the Company transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. ARAMARK Receivables, LLC, in turn, has sold and, subject to certain conditions, may from time to time sell an undivided interest in these receivables. As part of the Transaction, the Company amended and restated the Receivables Facility, increasing the maximum sales amount from $225 million to $250 million. The Company has retained collection and administrative responsibility for the participating interest sold, and has retained an undivided interest in the transferred receivables of approximately $243.2 million and $306.1 million at March 30, 2007 and September 29, 2006, respectively, which is subject to a security interest. This two-step transaction is accounted for as a sale of receivables following the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement No. 125.” At March 30, 2007 and September 29, 2006, $240.0 million and $187.8 million of accounts receivable were sold and removed from the Condensed Consolidated Balance Sheets, respectively.

On May 11, 2007, we entered into an agreement to sell our 50% interest in SMG, an unconsolidated joint venture that provides outsourced management of public assembly facilities including arenas, stadiums, theaters and convention centers. We expect this sale to be completed during the third quarter or fourth quarter of fiscal 2007. We do not expect the sale to have a significant impact on our consolidated financial position or results of

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operations. We expect to use the net proceeds from this sale to repay certain indebtedness, including a portion of our senior secured term loan borrowings, and for working capital purposes.

The Company’s business activities do not include the use of unconsolidated special purpose entities, and there are no significant business transactions that have not been reflected in the accompanying financial statements. The Company is self-insured for a limited portion of the risk retained under its general liability and workers’ compensation arrangements. When required, self-insurance reserves are recorded based on actuarial analyses.

In July 2004, the Company learned that it was under investigation by the United States Department of Commerce, among others, relating to Galls, a division of the Company, in connection with record keeping and documentation of certain export sales. The Government obtained and received numerous records from the Company, which is cooperating in the investigation. The Company can give no assurance as to the outcome of this investigation.

On January 18 and 19, 2005, a New Jersey jury found ARAMARK Corporation and certain affiliates liable for approximately $30 million in compensatory damages and $75 million in punitive damages in connection with an automobile accident caused by an intoxicated driver who attended a professional football game at which certain affiliates of the Company provided food and beverage service. The Company and its affiliates appealed the judgment to the Appellate Division of Superior Court of New Jersey on April 13, 2005. On August 3, 2006, the Appellate Division of the Superior Court issued its decision reversing the entire verdict of the trial court, and remanded the matter back to the trial court for a new trial. On June 1, 2007, the Company and certain affiliates entered into a settlement agreement with the plaintiffs, which settlement would not have a material impact on the Company’s results of operations or financial position. The settlement agreement must be approved by the Superior Court of New Jersey.

In June 2006, the Bermuda Monetary Authority presented a winding-up petition to the Supreme Court of Bermuda as to Hatteras Reinsurance Ltd (Hatteras), a Bermuda reinsurance company which participated in a portion of the Company’s casualty insurance program. Hatteras was thereupon placed into provisional liquidation and Joint Provisional Liquidators (JPLs) were appointed to assume control of Hatteras’ business. At a November 9, 2006 official meeting of creditors of Hatteras, the JPLs were elected the permanent Joint Liquidators (JLs) and the Company was elected a member of Hatteras’ Committee of Inspection. During the provisional and a portion of the permanent liquidation proceedings, the Company’s insurance claims were paid by Hatteras under the direction of the JLs through the use of various trusts established under the Hatteras program. On March 12, 2007, the Company and the JLs consummated a settlement whereby the JLs released all funds in the trusts to the Company in consideration for a payment of $1.5 million to the JLs and the Company then novated the Hatteras insurance policies to another insurer. The settlement with the JLs also included an allowed unsecured claim against the Hatteras estate for $10.225 million (the Claim), with $5 million of the Claim subordinated to the claims of other Hatteras unsecured creditors. The JLs are in settlement negotiations with the principals of Hatteras and other potentially responsible third parties that may produce funds available for payment of all or a portion of the Claim; however, since recovery of any portion of the Claim is uncertain, no amount has been recorded.

On May 1, 2006, two cases were filed in the Court of Chancery of the State of Delaware in New Castle County against the Company and each of the Company’s directors. The two cases were putative class actions brought by stockholders alleging that the Company’s directors breached their fiduciary duties to the Company in connection with the proposal from a group of investors led by Mr. Neubauer to acquire all of the outstanding shares of the Company. On May 22, 2006, two additional cases making substantially identical allegations were brought against the Company and certain of its directors, one in the Court of Common Pleas in Philadelphia, Pennsylvania (in which only the Company and Mr. Neubauer were named as defendants) and another in the Court of Chancery of the State of Delaware in New Castle County (in which the Company and all directors were named as defendants). All of the cases made claims for monetary damages, injunctive relief and attorneys’ fees

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and expenses. On June 7, 2006, the Court of Chancery of the State of Delaware consolidated the three pending Delaware actions as In re: ARAMARK Corporation Shareholders Litigation.

On or around August 11, 2006, a fourth putative class action complaint was filed in the Court of Chancery of the State of Delaware in New Castle County by the City of Southfield Police and Fire Retirement System purportedly on behalf of the Company’s stockholders. The complaint names the Company and each of the Company’s directors as defendants and alleges that the defendants breached their fiduciary duties to the stockholders in connection with the proposed acquisition of the Company’s outstanding shares and making claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On August 25, 2006, the Court of Chancery of the State of Delaware consolidated this action with In re: ARAMARK Corporation Shareholders Litigation. The parties subsequently entered into agreements to settle the Delaware consolidated actions and the action pending in the Pennsylvania Court of Common Pleas. As part of the agreements, each share of Class A common stock beneficially owned by members of ARAMARK’s management committee (Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli, Timothy P. Cost, Andrew C. Kerin, Lynn B. McKee, Ravi K. Saligram and Thomas J. Vozzo) was to be counted as one vote for purposes of the additional vote to approve the adoption of the merger agreement. In connection with settling the Delaware action, counsel for the plaintiffs agreed to seek court approval of no more than $2.1 million in attorneys’ fees and expenses, which amount the Company agreed not to oppose. On April 12, 2007, the Delaware Chancery Court approved the settlement between the parties in the consolidated action, and awarded plaintiffs’ counsel $2.1 million in attorneys’ fees and expenses. In connection with settling the Pennsylvania action, counsel for the plaintiffs agreed to seek court approval of no more than $1.55 million in attorneys’ fees and expenses, which amount the Company agreed not to oppose. On May 16, 2007, the Pennsylvania Court of Common Pleas dismissed the Pennsylvania action in connection with the Delaware Chancery Court settlement approval and awarded the plaintiffs’ counsel $1.55 million in fees and expenses.

Financial Condition and Liquidity—Fiscal 2006 (Predecessor)

Cash provided by operating activities in fiscal 2006 was $586 million compared to $612 million in fiscal 2005. The principal components (in millions) of the net decrease were:

Ÿ   Decrease in net income plus noncash charges, including share-based compensation expense	$	(4	)
Ÿ   Reduction in accounts receivable sale proceeds		(33	)
Ÿ   Reduced working capital requirements		1
Ÿ   Other, net		10
	$	(26	)

Although fiscal 2006 net income decreased $27.4 million, net noncash charges increased approximately $23.4 million for fiscal 2006 compared to the prior year, due to an increase in depreciation and amortization expense, a $35.0 million goodwill impairment charge recorded in the Direct Marketing segment and an increase in share-based compensation expense due to the adoption of SFAS No. 123R, “Share-Based Payment,” offset by the deferred income tax provision. Accounts receivable sale proceeds in the prior year were higher than normal as a result of the December 2004 amendment increasing the size of the facility. Working capital requirements decreased slightly, reflecting the timing of disbursements.

Total debt decreased approximately $38 million from the prior year level. During the fourth quarter of fiscal 2006, several ratings services downgraded the Company’s corporate credit rating due to the pending merger transaction.

During fiscal 2006, the Company repurchased 4.1 million shares of Class B common stock at an aggregate cost of approximately $113.4 million, leaving approximately $138.1 million available for common stock repurchases under the existing Board of Directors authorization.

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During fiscal 2006, the Company acquired the stock of an online catering company and several refreshment services companies for approximately $81 million in cash and future consideration of up to $85 million, to be determined based upon operating results of the catering company during the next five years. The Company also increased its ownership in its Chilean subsidiary from 51% to 80%, for approximately $40 million in cash, and acquired a food service company in China and a refreshment services company in Canada. Finally, the Company completed the acquisition of four regional uniform companies for $14 million in cash.

During fiscal 2006, the Company paid cash dividends totaling $50.5 million ($0.07/share in each of the four quarters of fiscal 2006). At its November 14, 2006 meeting, the Board of Directors declared a dividend in the amount of $0.07 per share, payable on December 7, 2006 to holders of record of the Company’s Class A and Class B common stock at the close of business on November 24, 2006.

On July 17, 2006, ARAMARK Services, Inc., a wholly-owned subsidiary of the Company, borrowed approximately $300 million under its $900 million U.S. Credit Facility. The proceeds from this borrowing were used to repay ARAMARK Services, Inc.’s 7.00% Notes due July 15, 2006.

On September 29, 2006, the Company amended the U.S. Credit Facility to increase the commitments under such credit facility that are available to the Company in the form of letters of credit denominated in U.S. dollars from $150 million to $300 million. All other terms and conditions remained unchanged.

Subsequent to September 29, 2006, the Company extended its Japanese denominated loan and $20 million bank term loan to March 31, 2007. Interest on the loans is based on the relevant currency LIBOR plus a spread of 0.50% as determined by ARAMARK Corporation’s credit rating, as defined.

At October 27, 2006, there was approximately $327 million of unused committed credit availability under our U.S. Credit Facility. Additionally, the Company has a shelf registration statement on file with the SEC for the issuance of up to $150 million of debt securities. As of September 29, 2006, there was approximately $373.9 million outstanding in foreign currency borrowings.

The following table summarizes the Company’s future obligations for debt repayments, capital leases, estimated interest payments, future minimum rental and similar commitments under noncancelable operating leases as well as contingent obligations related to outstanding letters of credit and guarantees as of September 29, 2006:

	Payments Due by Period
Contractual Obligations as of September 29, 2006	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long-term borrowings	$	1,748,982	$	25,063	$	582,394	$	891,549	$	249,976
Capital lease obligations		54,309		15,140		19,082		15,800		4,287
Estimated interest payments(1)		258,500		98,800		101,900		45,300		12,500
Operating leases		573,157		166,681		141,011		100,808		164,657
Purchase obligations(2)		388,685		210,211		130,102		29,934		18,438
Other long-term liabilities reflected on the balance sheet(3)		100,307		—		—		—		100,307
	$	3,123,940	$	515,895	$	974,489	$	1,083,391	$	550,165

Other Commercial Commitments as of September 29, 2006	Total Amounts Committed		Amount of Commitment Expiration Per Period
			Less than 1 year		1-3 years		3-5 years		More than 5 years
Letters of credit	$	73,307	$	73,307	$	—	$	—	$	—
Guarantees		—		—		—		—		—
	$	73,307	$	73,307	$	—	$	—	$	—

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(1) These amounts represent future interest payments related to our existing debt obligations based on fixed and variable interest rates specified in the associated debt agreements. Payments related to variable debt are based on applicable rates at September 29, 2006 plus the specified margin in the associated debt agreements for each period presented. The amounts provided relate only to existing debt obligations and do not assume the refinancing or replacement of such debt. The average debt balance for each fiscal year from 2007 through 2012 is $1,411,800, $978,400, $782,000, $576,700, $293,900, and $166,700, respectively. The average interest rate (including interest rate swaps) for each fiscal year from 2007 through 2012 is 6.07%, 5.75%, 5.50%, 5.24%, 5.07%, and 5.00%, respectively. Refer to Note 6 of the consolidated financial statements for the terms and maturities of existing debt obligations.

(2) Represents commitments for capital projects, client contract investments and business acquisitions.

(3) Includes certain unfunded employee retirement obligations.

The Company has an agreement (receivables facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the receivables facility. Pursuant to the receivables facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the receivables facility, certain subsidiaries of the Company transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. ARAMARK Receivables, LLC, in turn, has sold and, subject to certain conditions, may from time to time sell an undivided interest in these receivables up to $225 million. The Company has retained collection and administrative responsibility for the participating interest sold, and has retained an undivided interest in the transferred receivables of approximately $291.9 million and $306.1 million at September 30, 2005 and September 29, 2006, respectively, which is subject to a security interest. This two-step transaction is accounted for as a sale of receivables following the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement No. 125.” At September 30, 2005 and September 29, 2006, respectively, $189.8 million and $187.8 million of accounts receivable were sold and removed from the consolidated balance sheet.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which allows companies to elect fair-value measurement when an eligible financial asset or financial liability is initially recognized or when an event, such as a business combination, triggers a new basis of accounting for that financial asset or financial liability. The election must be applied to individual contracts, is irrevocable for every contract chosen to be measured at fair value, and must be applied to an entire contract, not to only specified risks, specific cash flows, or portions of that contract. Changes in the fair value of contracts elected to be measured at fair value are recognized in earnings each reporting period. SFAS No. 159 is effective for ARAMARK beginning in fiscal 2009. The Company is currently evaluating the Statement.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status for defined-benefit pension plans is measured as the difference between the fair value of plan assets and the projected benefit obligation on a plan-by-plan basis. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company early adopted SFAS No. 158 as of January 26, 2007. Upon adoption, the Company recorded a reduction in “Other Assets” of $17.5 million, an increase in “Other Noncurrent Liabilities” of $9.8 million, and a charge to “Accumulated other comprehensive income (loss)” of $27.3 million (before taxes).

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In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for ARAMARK beginning in fiscal 2009. The Company is currently evaluating the Statement.

In June 2006, the FASB issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. The Company adopted the Interpretation on January 27, 2007 (see Note 8 of the condensed consolidated financial statements included elsewhere in this prospectus).

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of interest rate changes and manage this exposure through the use of variable-rate and fixed-rate debt and by utilizing interest rate swaps. We do not enter into contracts for trading purposes and do not use leveraged instruments. The information below summarizes our market risks associated with debt obligations and other significant financial instruments as of March 30, 2007 (see Note 6 to the condensed consolidated financial statements). Fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods. For debt obligations, the table presents principal cash flows and related interest rates by contractual fiscal year of maturity. Variable interest rates disclosed represent the weighted-average rates of the portfolio at March 30, 2007. For interest rate swaps, the table presents the notional amounts and related weighted-average interest rates by fiscal year of maturity. The variable rates presented are the average forward rates for the term of each contract.

	Expected Fiscal Year of Maturity
As of March 30, 2007	2007			2008			2009			2010			2011			2012			Thereafter			Total			Fair Value
	(US$ equivalent in millions)
Debt:
Fixed rate	$	13		$	11		$	10		$	8		$	10		$	253	(a)	$	1,281	(b)	$	1,586		$	1,606
Average interest rate		6.0	%		6.0	%		5.9	%		6.0	%		6.0	%		5.0	%		8.5	%		7.9	%
Variable rate	$	63	(d)	$	47	(d)	$	47	(d)	$	47	(d)	$	44	(d)	$	42	(d)	$	4,376	(c)(d)	$	4,666		$	4,690
Average interest rate		6.7	%		7.0	%		7.0	%		7.0	%		7.1	%		7.2	%		7.2	%		7.2	%
Interest Rate Swaps:
Receive variable/pay fixed										$	778					$	2,000		$	170					$	(44.2	)
Average pay rate											5.2	%					5.2	%		6.6	%
Average receive rate											5.4	%					5.4	%		7.5	%

(a) Balance consists of $250 million of senior notes callable by us at any time.

(b) Balance consists of $1,280 million of senior notes callable by us at any time with any applicable prepayment penalty.

(c) Balance includes $500 million of senior notes callable by us at any time with any applicable prepayment penalty.

(d) Balance includes $42 million each for fiscal 2007 through 2012 and $3,866 million for Thereafter of senior secured term loan facilities callable by us any time.

As of March 30, 2007, the Company had foreign currency forward exchange contracts outstanding, with notional amounts of 9.6 million Euros to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. As of March 30, 2007, the fair value of these foreign exchange contracts was immaterial.

Beginning in November 2005, the Company entered into a series of pay fixed/receive floating natural gas swap agreements based on a NYMEX price in order to limit its exposure to price increases for natural gas, primarily in the Uniform and Career Apparel—Rental segment. As of March 30, 2007, the Company has contracts for approximately 398,000 MMBtu’s outstanding for the remainder of fiscal 2007 and fiscal 2008. As of March 30, 2007, the fair value of these natural gas swap agreements was immaterial.

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Business

Our company

We are a leader in professional services, providing award-winning food services, facilities management, and uniform and career apparel to clients such as universities and school districts, healthcare institutions, stadiums and arenas, businesses, and government departments and agencies around the world. We operate in two businesses: Food and Support Services (“FSS”) and Uniform and Career Apparel (“AUCA”). The FSS business provides food, hospitality and facility services. The AUCA business includes the rental, sale, cleaning and delivery of personalized uniform and career apparel. Through our expansive service offerings and geographic presence, our approximately 240,000 employees as of September 29, 2006 (including seasonal employees) currently serve thousands of clients and millions of customers in 18 countries around the world, providing services that are critical to the operations of our clients. Since fiscal 1995, we have grown sales from continuing operations at a compound annual growth rate of 8.8% while maintaining generally consistent operating margins. For fiscal 2006, we generated sales and operating income of $11.6 billion and $530.5 million, respectively.

Our broad range of services, diversified client base and high client retention rates have made us the largest FSS provider in North America and among the top three providers in most other countries where we operate, as well as the second largest uniform and career apparel provider in the United States. Our sales are highly diversified by client. Other than, collectively, a number of U.S. government agencies, no single client accounted for more than 2% of consolidated sales during any of the last five fiscal years. We have had an overall annual client retention rate of approximately 94% (measured by comparing management’s projected annual sales for each period with actual sales for such period) over the previous five fiscal years, which we believe reflects strong client satisfaction and leads to a stable and predictable sales base.

The following chart provides a brief overview of our business:

	Food and Support Services		Uniform and Career Apparel
	United States	International	Rental	Direct Marketing
Sales (Fiscal 2006)	$7,454 million	$2,547 million	$1,202 million	$418 million
Operating Income (Fiscal 2006)(1)	$398 million	$109 million	$134 million	$(44) million(2)
Services	Food, hospitality and facilities	Food, hospitality and facilities	Rental, sale, cleaning, maintenance and delivery of personalized uniform and career apparel and other items	Direct marketing of personalized uniforms, career apparel and public safety equipment
Sectors	Education, healthcare, business and sports and entertainment	Principally business; operations are conducted in 17 countries, including the United Kingdom, Canada, Germany, Chile, Ireland, Spain, South Korea, Belgium, Mexico and China	Business, manufacturing, transportation and service industries	Business, public institutions and individuals

(1) Excludes unallocated corporate expenses of $66.5 million.

(2) Includes charge of $46.3 million for goodwill impairment and adjustments to asset and liability carrying values in our AUCA—Direct Marketing segment related to our decision to exit the healthcare uniform sector.

Food and Support Services (“FSS”)

Our FSS business provides food, hospitality and facility services for colleges and universities, school districts, healthcare facilities, businesses, correctional institutions, sports, entertainment and recreational venues, conference and convention centers and national and state parks. At most of the locations where we operate, we

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are the exclusive provider of these services and are responsible for hiring, training and supervising substantially all of our personnel in addition to ordering, receiving, preparing and serving food and beverage items sold at those locations. Our facilities services capabilities are broad, and include plant operations and maintenance, custodial/housekeeping, energy management, clinical equipment maintenance, groundskeeping, capital project management and building commissioning. For fiscal 2006, our FSS business accounted for 86% of our consolidated sales.

We generally use two types of contracts in our FSS business: profit and loss (“P&L”) contracts and client interest contracts. These contracts differ in the amount of financial risk that we bear and, accordingly, the potential compensation, profits or fees we may receive. Under P&L contracts, we receive all of the sales from, and bear all of the expenses of, the provision of our services at a client location. Client interest contracts include management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or operating costs. For our client interest contracts, both our upside potential and downside risk are reduced compared to our P&L contracts. For fiscal 2006, approximately 74% of our FSS sales were derived from P&L contracts with the remaining 26% derived from client interest contracts. Generally, we prefer P&L contracts as these arrangements allow us more management flexibility and provide us with greater potential to grow our operating profits.

Our FSS business is divided into two segments—United States and International. FSS U.S. operations serve various sectors (education, healthcare, business, and sports and entertainment), while our FSS international operations predominantly service the business sector. The following table outlines our FSS sales by U.S. sector and the International segment for fiscal 2006:

	2006
United States
Education	23.2	%
Healthcare	13.3	%
Business (including Corrections)	22.3	%
Sports and Entertainment	15.7	%
International	25.5	%
Total	100	%

FSS—U.S. segment. Our FSS U.S. segment is characterized by sector and client diversity and types of services offered. No individual client, other than, collectively, a number of U.S. government agencies, represented more than 2% of our consolidated sales during any of the last five fiscal years. Our FSS U.S. operations focus on serving clients in four principal sectors:

Education. We provide a wide range of food and facility support services at more than 1,000 colleges, universities, school systems and districts and private schools. We offer our education clients a single source provider for managed service solutions, including dining, catering, food service management, convenience-oriented retail operations, facilities maintenance, custodial, grounds, energy, construction management, capital project management and building commissioning.

Healthcare. We provide a wide range of non-clinical support services to approximately 1,000 healthcare and senior living facilities in North America. We offer healthcare organizations a single source provider for managed service solutions, including non-clinical patient food and nutrition services, retail food services, plant operations, environmental services, energy management, laundry and linen distribution, clinical equipment maintenance, strategic/technical services, supply chain management and central transportation.

Business. We specialize in offering a variety of dining services to businesses, particularly on-site restaurants, catering, vending and office coffee, convenience stores and executive dining rooms. We also provide facility management services to business and industry clients, which include the management of housekeeping, plant operations and maintenance, groundskeeping and other services. Our Business clients include over 350 members of the S&P 500 and 45 members of the Fortune 50.

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We provide correctional food services and operate commissaries, laundry facilities and property rooms and provide facilities management services for more than 500 state, county and municipal clients and in 2006, we served over 350 million meals to customers at those client locations.

Sports and Entertainment. We provide concessions, suite catering, retail services, recreational and lodging services and facility management services at sports and entertainment facilities. We serve facilities that host 78 professional and college sports teams, including 45 teams in Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League. Our sports and entertainment clients also include 39 convention and civic centers and 15 national and state parks. We also own 50% of SMG, a leader in providing outsourced management of public assembly facilities including arenas, stadiums and theaters, as well as convention centers. On May 11, 2007, we entered into an agreement to sell our interest in SMG. We expect this sale to be completed during the third or fourth quarter of fiscal 2007.

FSS—International segment. Our FSS International segment provides services that are similar to those provided to FSS clients in the United States. However, in this segment, our mix of clientele is weighted more towards business clients than the FSS U.S. segment. Our international services are currently provided in 17 countries outside the United States. Our largest international operations are in the United Kingdom, Canada, Germany, Chile, Ireland, Spain and Belgium, and in each of these countries we are one of the leading food service providers. We also have operations in Argentina, Mexico, South Korea, China and the Czech Republic.

We have provided food, hospitality and facility services at a number of international sporting events, including thirteen Olympic games since our first summer Olympics in Mexico City in 1968 and the FIFA World Cup, including the 2002 and 2006 World Cups. We have historically expanded our international operations to new countries through the acquisition of leading independent food service providers, with existing management maintaining an ownership interest in the operations for some post-acquisition period. Our most recent expansions were in Chile, China and Ireland. We also own 49.85% of AIM Services Co., Ltd., a leader in providing outsourced food services in Japan with revenues for its fiscal year ended March 31, 2006 of $1.0 billion.

Uniform and Career Apparel (“AUCA”)

Our AUCA business provides uniforms, career and image apparel, equipment, work clothes and accessories to meet the needs of clients in a wide range of industries in the United States, including manufacturing, transportation, construction, restaurants and hotels, public safety, healthcare and pharmaceutical and many others. We supply garments, other textile and paper products, public safety equipment and other accessories through rental and direct purchase programs to businesses, government agencies and individuals. For fiscal 2006, our AUCA business accounted for 14% of our sales. AUCA is organized into two segments: rental and direct marketing.

AUCA—Rental segment. AUCA’s Rental segment provides a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance. We rent or lease uniforms, career and image apparel, work clothing, outerwear and other textile and related products to businesses in numerous industries throughout the United States. We also offer nongarment items and related services, as well as paper products and safety products. Our uniform rental business is the second largest in the United States. We provide these services through a national network of more than 2,800 pick-up and delivery routes from over 200 company facilities and cover over 180 of the top 200 metropolitan statistical areas in the United States. We manufacture a significant portion of our uniform inventory at our cutting and sewing plants in Mexico with the balance, along with other textile and related items, purchased from vendors around the world.

AUCA—Direct Marketing segment. Our Direct Marketing segment designs, sells and distributes personalized uniforms, rugged work clothing, outerwear, business casual apparel and footwear, public safety equipment and accessories through mail order catalogs, the Internet, telemarketing and field sales representatives. Our Direct Marketing segment serves to complement our higher margin Rental segment by enabling us to offer a full range of product offerings to our clients.

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Industry overview

We operate in two principal businesses, both of which are highly fragmented and characterized by attractive industry conditions.

Food and Support Services

We believe based on management estimates that the total global addressable FSS business opportunity is $600.0 billion, split approximately evenly between food services and facility support. Of this, only approximately 25% is currently outsourced, resulting in approximately $450.0 billion of additional opportunity for industry growth. The FSS business is highly fragmented, with the top five largest competitors capturing approximately $50.0 billion of the addressable business.

We expect that the demand for outsourced food and facility support services will continue to increase, driven by client preferences including: the desire to focus on their core businesses, the need to deliver a high level of customer satisfaction, the desire to reduce costs in comparison with self-administered programs, and the ability to obtain food and facility support services from a single provider.

Uniform and Career Apparel

Although we estimate the aggregate sales for the U.S. uniform and career apparel industry to be approximately $16.0 billion, we estimate the total U.S. business opportunity at $36.0 billion based on a potential addressable population of workers who could purchase or rent uniforms for work each day. This industry is both under-penetrated and highly fragmented with over 400 competitors and the two largest providers, including ARAMARK, representing only 26% of existing industry sales. Although the business is tied to the size of the U.S. labor force, demand continues to increase, driven by a number of factors including: a growing preference by employers to create corporate identity and brand awareness, an increased importance of employee identification for security reasons, employers requiring workers to wear specific uniforms for their safety and uniforms helping to enhance worker morale and promote teamwork.

Strengths

Consistent growth in sales and operating cash flows. Since fiscal 1995, we have grown sales from continuing operations at a compound annual growth rate of 8.8% while maintaining generally consistent operating margins. Our performance has been driven by high client retention rate, a strong focus on new client wins and the fact that approximately 52% of our sales come from non-cyclical sectors (education, healthcare, stadiums and arenas and correctional facilities). In addition, our company generates strong operating cash flow as a result of relatively low capital expenditures, net of asset disposals, representing approximately 2.3% of sales for fiscal 2006 and modest working capital requirements.

High client retention rates. We are focused on providing world-class experiences, environments and outcomes for our clients and customers by developing relationships based on service excellence, partnership and mutual understanding. As a result, we have had an overall annual client retention rate of approximately 94% over the previous five years for the FSS and AUCA—Rental businesses combined, and of our top twenty clients in each of FSS and AUCA in 2006, all have been clients since 2001.

Client and geographic diversity. We have a diverse geographic presence, serving thousands of clients and millions of customers in 18 countries around the world in our two FSS segments. We serve, among others, the facilities that host 78 professional and college sports teams, more than 1,000 colleges, universities, schools systems and districts and private schools across the United States, approximately 1,000 healthcare and senior living facilities in North America, more than 500 correctional facilities, as well as over 350 members of the S&P 500 and 45 members of the Fortune 50.

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In addition to the United States, we provide FSS services in 17 other countries, with our larger international operations including those in the United Kingdom, Canada, Germany, Chile, Ireland, Spain, South Korea, Belgium, Mexico and China. For fiscal 2006, international FSS sales were $2.5 billion representing 22% of overall sales, up over $1.5 billion since fiscal 2000, or an approximately 17% compound annual growth rate, and up $1.7 billion since fiscal 1995, or an approximately 11% compound annual growth rate. We continue to diversify our international operations, including through acquisitions, with 36% of fiscal 2006 international sales coming from outside the United Kingdom, Canada and Germany compared to 14% in fiscal 1995.

Our AUCA business serves a variety of businesses of different sizes and across several different industries. With clients in 45 states and one Canadian province, and over 200 service and distribution centers across the United States and two service centers in Ontario, Canada, the Rental segment has a broad, diverse client base with no client representing more than 2% of our AUCA sales during any of the last five fiscal years.

Leading position. We are the largest FSS provider in North America and among the top three providers in most of the countries where we operate, as well as the second largest uniform and career apparel provider in the United States.

Experienced management team with a track record of success. Our experienced management team has a track record of operational excellence. Our Chief Executive Officer, Joseph Neubauer, has been with us for 27 years, and our executive management team has an average of 12 years with ARAMARK and 14 years in the industry. Importantly, our management is experienced operating in a levered capital structure after our management-led leveraged buyout in 1984, ultimately achieving an investment grade rating from Moody’s Investors Service, Standard and Poor’s and Fitch Ratings.

Strong equity sponsorship. Our equity sponsors, GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus have over $70.0 billion in assets under management and are private equity investors with a strong track record of successful investments in the service industry.

Strategy

Maintain commitment to understanding customer preferences. Understanding the detailed food and beverage preferences of our customers is critical to our success. Through research and operational experience, we are able to tailor our service offerings to maintain and increase customer satisfaction, as we offer broad, retail-oriented food services.

Expand FSS presence in under-penetrated areas. In the FSS industry, we believe there is up to a $600.0 billion business opportunity and only approximately 25% of such opportunity is currently outsourced leaving ample room for future growth. Moreover, certain client sectors, such as healthcare, education and corrections, are particularly under-penetrated, with many large educational institutions and school districts, large healthcare facilities and correctional institutions still self-operating their internal food and facilities support services. With the growing client preference to focus on their core business, these three client sectors in particular represent attractive expansion opportunities for us.

Achieve greater participation with existing clients. We are committed to growing organically by achieving higher customer participation and spending levels within our existing FSS client base. Through our knowledge and understanding of our customers’ particular preferences, we plan to constantly improve and tailor our service offerings to attract more customers from the on-site population and increase per customer spending levels and frequency within our existing client accounts.

Improve our cross-selling capabilities. In our FSS segment we currently provide food, facilities and clinical technology services at only 5% of the more than 1,000 healthcare facilities in which we operate, which represents a significant cross-selling opportunity. In our AUCA segment, there is a significant opportunity to increase our

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provision of ancillary services, such as sanitation tools and linens, to our existing uniform clients. In addition, we intend to increase our cross-selling efforts to provide uniform services to our FSS clients and vice versa.

Further expand internationally in FSS business. We currently operate FSS operations in 17 countries outside the United States and the countries in which we operate represent nearly 70% of the world’s GDP. By focusing on organic growth and end customer preferences, making selective acquisitions, and taking advantage of under-penetrated opportunities in certain sectors in Europe, we believe that over time we have an opportunity to be one of the top three providers in a group of countries that together represent approximately 80% of the world’s GDP.

Penetrate “non-user” population in AUCA business. It is estimated that approximately 26 million workers in the United States are currently employed in job categories that have a high propensity to be in a uniform program, but are not participating. We believe that we can convert a portion of this opportunity over time to support our organic growth.

Fiscal 2006 and 2007 acquisitions and divestitures

On May 11, 2007, we entered into an agreement to sell our 50% interest in SMG, an unconsolidated joint venture that provides outsourced management of public assembly facilities including arenas, stadiums, theaters and convention centers. We expect this sale to be completed during the third quarter or fourth quarter of fiscal 2007.

On December 1, 2006, we completed the acquisition of Overall Laundry Services, Inc., a uniform rental services provider based in Everett, Washington, for a purchase price of approximately $80 million.

During fiscal 2006, we increased our ownership in our Chilean subsidiary from 51% to 80%, for approximately $40 million in cash.

During the third quarter of fiscal 2006, we acquired the stock of SeamlessWeb Professional Solutions Inc., an Internet-based provider of food and related services to businesses, their customers, and their employees, and Park Avenue Office Services, a premier provider of office coffee service to businesses in south Florida, for approximately $75 million in cash and future consideration of up to $85 million, to be determined based upon operating results of SeamlessWeb Professional Solutions Inc. during the next five years.

Additionally, during fiscal 2006, we completed the acquisition of four regional uniform companies for approximately $14 million in cash.

History

Our business traces its history back to the 1930s, when we began providing vending services to plant employees in the aviation industry in Southern California. In 1959, our founders, Davre J. Davidson and William S. Fishman, combined their two businesses to form our predecessor company, which became publicly traded in 1960. In the ensuing years, we broadened our service offerings and expanded our client base, including through the acquisition of our uniform services business in 1977. In 1984, we completed a management buyout, and from 1984, our management and employees increased their ownership of the Company and, directly and through our employee benefit plans, owned approximately 90% of our equity capital until our public offering was completed in December 2001.

Food and Support Services

Our Food and Support Services group manages a number of interrelated services—including food, hospitality and facilities services—for businesses, healthcare facilities, school districts, colleges and universities, sports, entertainment and recreational venues, conference and convention centers, national and state parks and

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correctional institutions. In fiscal 2006, our Food and Support Services—United States segment generated $7.5 billion in sales, or 64% of our total sales. In fiscal 2006, our Food and Support Services—International segment generated $2.5 billion in sales, or 22% of our total sales.

We are the exclusive provider of food and beverage services at most of the facilities we serve and are responsible for hiring, training and supervising substantially all of the food service personnel in addition to ordering, receiving, preparing and serving food and beverage items sold at those facilities. In governmental, business, educational and healthcare facilities (for example, offices and industrial plants, schools and universities and hospitals), our clients generally provide us access to customers, namely their employees, students and patients. At sports, entertainment and recreational facilities, which include convention centers, our clients generally are responsible for attracting patrons, usually on an event-specific basis. We focus on new business development, client retention and sales growth at existing locations through marketing efforts directed toward customers and potential customers at the locations we serve.

FSS industry overview

The food and support service industry involves the supply of food and beverage services and facilities services to a range of clients, including businesses, educational, governmental, correctional and healthcare facilities, and operators of sports, entertainment and recreational facilities in a variety of formats, service levels and price points.

Although we provide a range of services and call on a wide variety of clients, in recent years the food and support service industry has experienced consolidation and multi-national expansion. We believe that other recent dynamics in the food and support services industry include continued growth in the outsourcing of food service and facilities management as a result of:

• clients focusing on their core competencies and outsourcing their non-core activities and services;

• clients addressing the need to satisfy demanding customers;

• clients facing increasing cost pressures and looking for cost-effective alternatives to self-administered food and support activities;

• an increase in the retail orientation of food service management due to the proliferation of alternative retail outlets; and

• continuing client interest in obtaining food and facilities support management services from one supplier.

Customers and Services—United States segment

Our Food and Support Services—United States segment serves a number of client sectors, distinguished by the types of customers served and types of services offered. No individual client represents more than 1% of our consolidated sales, other than, collectively, a number of U.S. government agencies. Our Food and Support Services operations focus on serving clients in four principal sectors:

Business and Industry. We provide a range of business dining services, including on-site restaurants, catering, convenience stores and executive dining rooms.

We also offer a variety of facility management services to business and industry clients. These services include the management of housekeeping, plant operations and maintenance, energy management, laundry and linen, groundskeeping, landscaping, capital program management and commissioning services and other facility consulting services relating to building operations.

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We provide vending and coffee services to business and industry clients at thousands of locations in the United States. Our service and product offerings include a full range of coffee and beverage offerings, “grab and go” food operations, convenience stores, home meal replacement programs and a proprietary drinking water filtration system.

We provide correctional food services, operate commissaries, laundry facilities and property rooms and/or provide facilities management services for state, county and municipal clients.

Sports and Entertainment. We provide concessions, banquet and catering services, retail, merchandise and novelty sales, recreational and lodging services and facilities management services at sports, entertainment and recreational facilities. We serve 78 professional and college sports teams, including 45 teams in Major League Baseball, the National Basketball Association, the National Football League and the National Hockey League. We also serve 40 convention and civic centers, 15 national and state parks and other resort operations, plus numerous concert venues, entertainment complexes and other popular tourist attractions across the United States.

We own approximately 50% of SMG, a leader in providing outsourced management of public assembly facilities including arenas, stadiums and theaters, as well as convention centers. The facilities managed by SMG include facilities throughout the United States as well as facilities in Europe and Canada. On May 11, 2007, we entered into an agreement to sell our interest in SMG. We expect this sale to be completed during the third or fourth quarter of fiscal 2007.

Higher Education and Education K-12. We provide a wide range of food and facility services at more than 1,000 colleges, universities, school systems and districts and private schools. We offer our education clients a single source provider for managed service solutions, including dining, catering, food service management, convenience-oriented retail operations, facilities maintenance, custodial, grounds, energy, construction management, capital project management and building commissioning.

Healthcare. We provide a wide range of non-clinical support services to approximately 1,000 healthcare and senior living facilities in North America. We offer healthcare organizations a single source provider for managed service solutions, including patient food and nutrition services, retail food services, clinical equipment maintenance, environmental services, laundry and linen distribution, plant operations, energy management, strategic/technical services, supply chain management and central transportation.

Customers and Services—International segment

Our Food and Support Services—International segment provides a similar range of services as that provided to our U.S. clients and operates in several sectors, including business and industry, healthcare and education. In addition, in the international segment, we provide lodging, food service, commissary and facilities management at remote sites, such as offshore drilling platforms and mining and other remote camps. Our international services are provided in 17 countries outside the United States. Our largest international operations are in the United Kingdom, Canada, Germany, Chile, Ireland, Spain and Belgium, and in each of these countries we are one of the leading food service providers. We also have operations in Mexico, South Korea and China and we own approximately 50% of AIM Services Co., Ltd., a leader in providing outsourced food services in Japan. The clients we serve in each country are typically similar to those served in the United States and vary by country depending upon local dynamics and conditions. There are particular risks attendant with our international operations. Please see the “Risk factors” section.

Purchasing

We negotiate the pricing and other terms for the majority of our domestic purchases of food and related products directly with national manufacturers. We purchase these products and other items through SYSCO Corporation and other distributors. We have a master distribution agreement with SYSCO that covers a significant amount of our purchases of these products and items in the United States and another distribution agreement with SYSCO that covers our purchases of these products in Canada. SYSCO and other distributors are

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responsible for tracking our orders and delivering products to our specific locations. Due to our ability to negotiate favorable terms with our suppliers, we receive vendor consideration, including rebates, allowances and volume discounts. See “—Types of contracts” below. With respect to purchases from SYSCO, these discounts include discounts on SYSCO-branded products. Our location managers also purchase a number of items, including bread, dairy products and alcoholic beverages from local suppliers, and we purchase certain items directly from manufacturers.

Our agreements with our distributors are generally for an indefinite term, subject to termination by either party after a notice period, which is generally 60 to 120 days. The pricing and other financial terms of these agreements are renegotiated periodically. We have had distribution agreements with SYSCO for more than 15 years. Our current agreement with SYSCO is terminable by either party with 180 days notice.

Our relationship with SYSCO is important to our operations. In fiscal 2006, SYSCO distributed approximately 53% of our food and non-food products in the United States and Canada, and we believe that we are one of SYSCO’s largest customers. However, we believe that the products acquired through SYSCO can, in all significant cases, be purchased through other sources and that termination of our relationship with SYSCO or any disruption of SYSCO’s business would cause only short-term disruptions to our operations.

Sales and marketing

We employ sales personnel focused on each specific client or service sector who are responsible for identifying and pursuing potential new business opportunities, analyzing and evaluating such opportunities together with our operational and financial management and developing specific contract proposals. In addition to these professionals dedicated exclusively to sales efforts, our food and support field management shares responsibility for identifying and pursuing new sales opportunities, both with the clients for which they are directly responsible and for potential clients in their geographic area of responsibility. In addition, in several sectors we also have dedicated client retention teams.

Types of contracts

We use two general contract types in our Food and Support Services segments: profit and loss contracts and client interest contracts. These contracts differ in their provision for the amount of financial risk that we bear and, accordingly, the potential compensation, profits or fees we may receive. Commission rates and management fees, if any, may vary significantly among contracts based upon various factors, including the type of facility involved, the term of the contract, the services we provide and the amount of capital we invest.

Profit and Loss Contracts. Under profit and loss contracts, we receive all of the revenue from, and bear all of the expenses of, the provision of our services at a client location. Expenses under profit and loss contracts sometimes include commissions paid to the client, typically calculated as a fixed or variable percentage of various categories of sales, and, in some cases, require minimum guaranteed commissions. While we may benefit from greater upside potential with a profit and loss contract, we are responsible for all the operating costs and consequently bear greater downside risk than with a client interest contract. For fiscal 2006, approximately 74% of our food and support services sales were derived from profit and loss contracts.

Client Interest Contracts. Client interest contracts include management fee contracts, under which our clients reimburse our operating costs and pay us a management fee, which may be calculated as a fixed dollar amount or a percentage of sales or operating costs. Some management fee contracts entitle us to receive incentive fees based upon our performance under the contract, as measured by factors such as sales, operating costs and customer satisfaction surveys. Client interest contracts also include limited profit and loss contracts, under which we receive a percentage of any profits earned from the provision of our services at the facility and we generally receive no payments if there are losses. As discussed above under “Purchasing,” we receive vendor consideration, including rebates, allowances and volume discounts that we retain except in those cases and to the

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extent that, under certain arrangements, they are passed through to our clients. For our client interest contracts, both our upside potential and downside risk are reduced compared to our profit and loss contracts. For fiscal 2006, approximately 26% of our food and support services revenues were derived from client interest contracts.

Generally, our contracts require that the client’s consent be obtained in order to raise prices on the food, beverages and merchandise we sell within a particular facility. Approximately half of the sales from our business service clients are derived from contracts in which the clients partially or fully subsidize our food service operations for the benefit of their employees.

The length of contracts that we enter into with clients varies. Business, education and healthcare support services are generally provided under contracts of indefinite duration, which may be subject to termination on short notice by either party without cause. Contracts in other businesses generally are for fixed terms, some of which may be well in excess of one year. Client contracts for sports, entertainment and recreational services typically require larger capital investments, but have correspondingly longer and fixed terms, usually from five to fifteen years.

When we enter into new contracts, or extend or renew existing contracts, particularly those for stadiums, arenas, convention centers and other sports, entertainment and recreational facilities, we are sometimes contractually required to make some form of up-front or future capital investment to help finance improvement or renovation, typically to the food and beverage facilities of the venue from which we operate. Contractually required capital expenditures typically take the form of investment in leasehold improvements, food service equipment and/or grants to clients. At the end of the contract term or its earlier termination, assets such as equipment and leasehold improvements typically become the property of the client, but generally the client must reimburse us for any undepreciated or unamortized capital expenditures.

Contracts within the Food and Support Services group are generally obtained and renewed either through a competitive process or on a negotiated basis, although contracts in the public sector are frequently awarded on a competitive bid basis, as required by applicable law. Contracts for food services with school districts and correctional clients are typically awarded through a formal bid process. Contracts in the private sector may be entered into on a less formal basis, but we and other companies will often compete in the process leading up to the award or the completion of contract negotiations. Typically, after the award, final contract terms are negotiated and agreed upon.

Competition

There is significant competition in the food and support services business from local, regional, national and international companies, as well as from businesses, healthcare institutions, colleges and universities, correctional facilities, school districts and public assembly facilities. Institutions may decide to operate their own services following the expiration or termination of contracts with us or with our competitors. In our Food and Support Services—United States segment, our major external competitors include other multi-regional food and support service providers, such as Centerplate, Inc., Compass Group plc, Delaware North Companies Inc. and Sodexho Alliance SA. Internationally, our major external food service and support service competitors include Compass Group plc, Elior SA, International Service System A/S and Sodexho Alliance SA. We also face competition from many regional and local service providers.

We believe that the principal competitive factors in our business include:

• quality and breadth of services and management talent;

• service innovation;

• reputation within the industry;

• customer and supplier pricing; and

• financial strength and stability.

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Seasonality

Our sales and operating results have varied, and we expect them to continue to vary, from quarter to quarter as a result of different factors. Within our Food and Support Services—United States segment, historically there has been a lower level of activity during the first and second fiscal quarters in the generally higher margin sports, entertainment and recreational services. This lower level of activity historically has been partially offset during our first and second fiscal quarters by the increased provision of campus and school support services. Conversely, historically there has been a significant increase in the provision of sports, entertainment and recreational services during the third and fourth fiscal quarters, which is partially offset by the effect of summer recess at colleges, universities and schools.

Uniform and Career Apparel

Our Uniform and Career Apparel group provides uniforms, career and image apparel, equipment, work clothes and accessories to meet the needs of clients in a wide range of industries in the United States, including manufacturing, transportation, construction, restaurants and hotels, public safety, healthcare and pharmaceutical industries and many others. We supply garments, other textile and paper products, public safety equipment and other accessories through rental and direct purchase programs to businesses, government agencies and individuals.

Customers use our uniforms to meet a variety of needs, including:

• establishing corporate identity and brand awareness—uniforms can help identify employees working for a particular company or department and promote a company’s brand identity;

• projecting a professional image—uniformed employees are perceived as trained, competent and dependable, and uniforms provide a professional image of employees by enhancing the public appearance of those employees and their company;

• protecting workers—uniforms can help protect workers from difficult environments such as heavy soils, heat, flame or chemicals;

• protecting products—uniforms can help protect products against contamination in the food, pharmaceutical, electronics, health care and automotive industries; and

• retaining employees—uniforms can enhance worker morale and help promote teamwork.

Uniform and Career Apparel—Rental segment

Our Uniform and Career Apparel—Rental segment provides a full service employee uniform solution, including design, sourcing and manufacturing, delivery, cleaning and maintenance. We rent or lease uniforms, career and image apparel, work clothing, outerwear, particulate-free garments and additional textile and related products to businesses in a wide range of industries throughout the United States. Our uniform products include shirts, pants, jackets, coveralls, jumpsuits, smocks, aprons and specialized protective wear. We also offer nongarment items and related services, including industrial towels, floor mats, mops, linen products, as well as paper products and safety products. Our uniform rental business is the second largest in the United States, generating $1.2 billion in sales, or 10% of our total fiscal 2006 sales.

The outsourcing of career apparel needs through a uniform rental program offers customers advantages over ownership. Renting eliminates investment in uniforms and the related costs associated with employee turnover, offers flexibility in styles, colors and quantities as customer requirements change, assures consistent professional cleaning, finishing, repair and replacement of items in use and decreases expense and management time necessary to administer a uniform program. Centralized services, specialized equipment and economies of scale generally allow us to be more cost effective in providing garments and garment services than customers could be by themselves.

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Customers and services

Our Uniform and Career Apparel—Rental segment serves businesses of all sizes in many different industries. We have a diverse customer base, serving customers in 45 states and one Canadian province, from over 200 service location and distribution centers across the United States and two service centers in Ontario, Canada. We offer a range of garment rental service options, from full-service rental programs in which we clean and service garments and replace uniforms as needed, to lease programs in which garments are cleaned and maintained by individual employees. We also clean and service customer-owned uniforms.

As part of our full service rental business, we design and choose fabrics, styles and colors specific to a customer’s needs. We stock a broad product line of uniforms and career apparel. We typically visit our customers’ sites weekly, delivering clean, finished uniforms and, at the same time, removing the soiled uniforms or other items for cleaning, repair or replacement. Under our leasing program, we provide the customer with rental garments that are cleaned either by the customer or individual employees. This program benefits clients by reducing their capital investment in garments. We administer and manage the program, and repair and replace garments as necessary.

Our cleanroom service offers advanced static dissipative garments, barrier apparel, sterile garments and cleanroom application accessories for customers with contamination-free operations in the technology, food, healthcare and pharmaceutical industries. We provide reusable and disposable garment programs and all of our cleanroom plants are either ISO 9001-2000 certified or have their initial ISO 9001-2000 audits pending.

Operations

We operate our uniform rental business as a network of 76 laundry plants and 144 satellite plants and depots supporting over 2,800 pick-up and delivery routes. We operate a fleet of service vehicles that pick up and deliver uniforms for cleaning and maintenance.

We operate cutting and sewing plants in Mexico, which satisfy a substantial amount of our standard uniform inventory needs. We also purchase additional uniform and textile products as well as equipment and supplies from several domestic suppliers and, to a limited extent, from non-domestic suppliers. The loss of any one vendor would not have a significant impact on us.

Sales and marketing

Our route sales drivers and sales representatives are responsible for selling our services to current and potential customers and developing new accounts through the use of an extensive, proprietary database of pre-screened and qualified business prospects. Our customer service representatives and district managers are active salespeople as well. We build our brand identity through local advertising, promotional initiatives and through our distinctive service vehicles. Our customers frequently come to us through client referrals, either from our uniform rental business or from our other service sectors. Our customer service representatives generally interact on a weekly basis with their clients, while our support personnel are charged with expeditiously handling customer requirements regarding the outfitting of new customer employees and other customer service needs.

In connection with the provision of our services, we have developed or acquired long-standing brand name recognition through our ApparelOne^®, WearGuard^® and Crest^® uniform programs. Our ApparelOne program assists customers in meeting their specific needs by offering quality and brand name products through a combination of rental, lease or purchase options. We customize the program on an individual client basis to offer a single catalog and/or website specifically tailored to the client’s needs.

Types of contracts

We typically serve our rental customers under written service contracts for an initial term of three to five years. While customers are not required to make an up-front investment for their uniforms, in the case of nonstandard uniforms and certain specialty products or programs, customers typically agree to reimburse us for our costs if they terminate their agreement before completion of the current service term.

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Competition

Although the U.S. rental industry has experienced some consolidation, there is significant competition in all the areas that we serve, and such competition varies from location to location. Although much of the competition consists of smaller local and regional firms, we also face competition from other large national firms such as Cintas Corporation, G&K Services, Inc. and Unifirst Corporation. We believe that the primary competitive factors that affect our operations, in order of importance, are quality, service, design, consistency of product, garment cost and distribution capability, particularly for large multi-location customers, and price. We believe that our ability to compete effectively is enhanced by the quality and breadth of our product line.

Uniform and Career Apparel—Direct Marketing segment

Our Uniform and Career Apparel—Direct Marketing segment designs, sells and distributes personalized uniforms, rugged work clothing, outerwear, business casual apparel and footwear, public safety equipment and accessories through mail order catalogs, the internet, telemarketing, retail and field sales representatives. In fiscal 2006, this segment generated $418 million in sales, or 4% of our total company sales, substantially all in the United States. Teamed with our rental business, our direct marketing enables us to provide a total uniform solution to our clients.

Customers and services

WearGuard-Crest. We are a designer and leading national distributor of distinctive image apparel, which includes uniforms and work clothing, to workers in a wide variety of industries including construction, utilities, repair and maintenance services, restaurant and hospitality. We deliver expanded services to customers through catalog, the internet and telemarketing sales channels. With its recognized brand name, WearGuard designs and embroiders personalized uniforms and logos for customers through an extensive computer assisted design center and distributes work clothing, outerwear, business casual apparel and footwear throughout the United States. WearGuard operates one company outlet store under the WearGuard name.

Galls. Galls is one of the country’s largest suppliers of uniforms and equipment to public safety professionals. This multi-channel business (catalog, telemarketing sales, field sales, the internet and retail) caters to the special needs of people involved in public safety, law enforcement, fire fighting, federal government agency, military and emergency medical services. Galls markets public safety equipment and apparel under the Galls, Dynamed and other brand names to over one million individuals, as well as to public safety departments, private security companies and the Military. Galls operates seven retail store locations in California and Kentucky.

Operations

We conduct our direct marketing activities principally from our facilities in Norwell, Massachusetts; Salem, Virginia; Lexington, Kentucky; and Reno, Nevada. None of our customers individually represents a material portion of our sales. We manufacture a significant portion of our uniform requirements and offer a variety of customized personalization options such as embroidery and logos. We also purchase uniforms and other products from a number of domestic and international suppliers.

Sales and marketing

Our direct marketing operations distribute approximately 27 million catalogs annually to approximately 6 million existing and prospective customers. Catalog distribution is based on the selection of recipients in accordance with predetermined criteria from customer lists developed by WearGuard and Galls as well as those purchased or rented from other organizations. Our in-bound and out-bound telemarketing operations are staffed by approximately 500 trained professionals. We also sell across the Internet at www.aramark-uniform.com and www.galls.com.

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Types of contracts

Because the bulk of our customers purchase on a recurring basis, our backlog of orders at any given time consists principally of orders in the process of being filled. With the exception of certain governmental bid business, most of our direct marketing business is conducted under invoice arrangement with repeat customers.

Our direct marketing segment is, to a large degree, relationship-centered. While we have long term relationships with some of our larger customers, we generally do not have contracts with these customers. If such a relationship with one of our larger customers were to be terminated, it could have an adverse effect on our direct marketing segment.

Competition

Competition for direct sales varies based on numerous factors such as geographic, product, customer and marketing issues. We believe that the primary competitive factors that affect our direct marketing operations are quality, service, design consistency of products, distribution and price. While there are other companies in the uniform, work clothing or public safety direct marketing business that have financial resources comparable to ours, much of the competition consists of smaller local and regional companies and numerous retailers, including some large chain apparel retailers, as well as numerous catalog sales sources.

Seasonality

Due to a number of factors, primarily related to the weather in the northern tier of the United States and the Thanksgiving-Christmas holiday period, there historically has been a seasonal increase in the sales of direct sale apparel and outerwear during our first fiscal quarter.

Employees of ARAMARK

As of September 29, 2006, we had a total of approximately 240,000 employees, including seasonal employees, consisting of approximately 160,000 full-time and approximately 80,000 part-time employees in our four business segments. The number of part-time employees varies significantly from time to time during the year due to seasonal and other operating requirements. We generally experience our highest level of employment during the fourth quarter. The approximate number of employees by segment is as follows: Food and Support Services—United States: 150,000; Food and Support Services—International: 75,000; Uniform and Career Apparel—Rental: 13,000; and Uniform and Career Apparel—Direct Marketing: 1,800. In addition, the ARAMARK corporate staff is approximately 200 employees.

Approximately 37,000 employees in the United States are covered by collective bargaining agreements. We have not experienced any material interruptions of operations due to disputes with our employees and consider our relations with our employees to be satisfactory.

Governmental regulation

We are subject to various governmental regulations, such as environmental, labor, employment, health and safety laws and liquor licensing and dram shop laws. In addition, our facilities and products are subject to periodic inspection by federal, state, and local authorities. We have established, and periodically update, various internal controls and procedures designed to maintain compliance with these regulations. Our compliance programs are subject to changes in federal or state legislation, or changes in regulatory interpretation, implementation or enforcement. From time to time both federal and state government agencies have conducted audits of our billing practices as part of routine investigations of providers of services under government contracts, or otherwise. Like others in our business, we receive requests for information from governmental agencies in connection with these audits. If we fail to comply with applicable laws, we may be subject to criminal sanctions or civil remedies, including fines, injunctions, seizures or debarment from government contracts.

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Our operations are subject to various governmental regulations, including those governing:

• the service of food and alcoholic beverages;

• minimum wage, overtime, wage payment and employment discrimination;

• governmentally funded entitlement programs;

• environmental protection;

• human health and safety;

• customs, import and export control laws; and

• federal motor carrier safety.

Food and Support Services segments

There are a variety of regulations at various governmental levels relating to the handling, preparation and serving of food, including in some cases requirements relating to the temperature of food, the cleanliness of the kitchen, and the hygiene of personnel, which are enforced primarily at the local public health department level. While we attempt to comply with all applicable laws and regulations, we cannot assure you that we are in full compliance at all times with all of the applicable laws and regulations referenced above. Furthermore, additional or amended regulations in this area may significantly increase the cost of compliance.

In addition, various federal and state and provincial agencies impose nutritional guidelines and other requirements on us at certain of the education and corrections facilities we serve. There can be no assurance that federal or state legislation, or changes in regulatory implementation or interpretation of government regulations, would not limit our activities in the future or significantly increase the cost of regulatory compliance.

Because we serve alcoholic beverages at many sports, entertainment and recreational facilities, including convention centers and national and state parks, we also hold liquor licenses incidental to our contract food service business and are subject to the liquor license requirements of the jurisdictions in which we hold a liquor license. As of September 29, 2006, our subsidiaries held liquor licenses in 43 states and the District of Columbia, three Canadian provinces and certain other countries. Typically, liquor licenses must be renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to numerous aspects of our operations, including minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages. We have not encountered any material problems relating to alcoholic beverage licenses to date. The failure to receive or retain a liquor license in a particular location could adversely affect our ability to obtain such a license elsewhere. Some of our contracts require us to pay liquidated damages during any period in which our liquor license for the facility is suspended, and most contracts are subject to termination if we lose our liquor license for the facility. Our service of alcoholic beverages is also subject to state, provincial and local service laws, commonly called dram shop statutes. Dram shop statutes generally prohibit serving alcoholic beverages to minors or visibly intoxicated persons. If we violate dram shop laws, we may be liable to the patron or to third parties for the acts of the patron. We sponsor regular training programs designed to minimize the likelihood of such a situation. However, we cannot guarantee that intoxicated or minor patrons will not be served or that liability for their acts will not be imposed on us.

Uniform and Career Apparel segments

Our uniform rental segment is subject to various federal, state and local laws and regulations, including the federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response, Compensation, and Liability Act and similar state statutes and regulations. In particular, industrial laundries use and must discharge wastewater containing detergents and other residues from the laundering of garments and other merchandise through publicly operated treatment works or sewer systems

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and are subject to volume and chemical discharge limits and penalties and fines for non-compliance. We are attentive to the environmental concerns surrounding the disposal of these materials and have through the years taken measures to avoid their improper disposal. In the past, we have settled, or contributed to the settlement of, actions or claims brought against us relating to the disposal of hazardous materials. We may, in the future, be required to expend material amounts to rectify the consequences of any such disposal. Under federal and state environmental laws, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in or emanating from our owned or leased property, as well as related costs of investigation and property damage. Such laws often impose liability without regard to whether we knew about or were responsible for the presence of such hazardous or toxic substances. We may not know whether acquired or leased locations have been operated in compliance with environmental laws and regulations or that our future uses or conditions will not result in the imposition of liability upon us under such laws or expose us to third party actions such as tort suits.

We do not anticipate any capital expenditures for environmental remediation that would have a material effect on our financial condition, and we are not aware of any material non-compliance by us with environmental laws.

Intellectual property

We have the patents, trademarks, trade names and licenses that are necessary for the operation of our business. Other than the ARAMARK brand, we do not consider our patents, trademarks, trade names and licenses to be material to the operation of our business.

Properties

Our principal executive offices are located at ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. Our principal real estate is comprised of primarily Uniform and Career Apparel Facilities. As of September 29, 2006, we operated 287 service facilities in our Uniform and Career Apparel and Food and Support Services segments, consisting of industrial laundries, cleanroom laundries, warehouses, distribution centers, satellites, depots, stand alone garages and retail stores that are located in 40 states, Puerto Rico, Mexico and Canada. In addition, we operate three cutting and sewing plants in Mexico. Of these, approximately 59% are leased and approximately 41% are owned. We also own 16 buildings that we use in our food and support services segment, including one large conference center, two office buildings and several office/warehouse spaces, and we lease approximately 185 premises, consisting of offices, office/warehouses and distribution centers. In addition, we lease facilities throughout the world that we use in our Food and Support Services—International segment. We also maintain other real estate and leasehold improvements, which we use in the uniform and career apparel and food and support services segments. No individual parcel of real estate owned or leased is of material significance to our total assets.

Legal proceedings

In connection with our acquisition of certain assets of Fine Host Corporation, we received and have cooperated with document requests from the United States Attorney’s Office for the Southern District of New York and the United States Department of Agriculture’s Office of Inspector General regarding certain billing practices that Fine Host Corporation put in place prior to our acquisition of the assets of Fine Host Corporation. On September 30, 2005, we signed a settlement agreement with Fine Host Corporation in connection with certain claims for indemnification we had made under our acquisition agreement with Fine Host Corporation.

Our business is subject to various federal, state and local laws and regulations governing, among other things, the generation, handling, storage, transportation, treatment and disposal of water wastes and other substances. We engage in informal settlement discussions with federal, state and local authorities regarding allegations of violations of environmental laws at operations relating to primarily our uniform rental segment or

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to businesses conducted by our predecessors, the aggregate amount of which and related remediation costs we do not believe should have a material adverse effect on our financial condition or results of operations.

From time to time, we are a party to various legal actions involving claims incidental to the conduct of our business, including actions by clients, customers, employees and third parties, including under federal and state employment laws, wage and hour laws, customs, import and export control laws and dram shop laws. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, we do not believe that any such current actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or cash flows.

In July 2004, the Company learned that it was under investigation by the United States Department of Commerce, among others, relating to Galls, a division of the Company, in connection with record keeping and documentation of certain export sales. The Government obtained and received numerous records from the Company, which is cooperating in the investigation. See “Risk factors—If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits and other liabilities and restrictions on our operations that could significantly and adversely affect our business.”

In March 2000, Antonia Verni, by guardian ad litem, and Fazila Verni sued the Company and certain affiliates, along with Ronald Verni, David Lanzaro, the New Jersey Sports & Exposition Authority, the N.Y. Giants, Harry M. Stevens, Inc. of New Jersey, Shakers, The Gallery, Toyota Motors of North America, Inc. and the National Football League, for monetary damages for injuries they suffered. On January 18 and 19, 2005, a New Jersey jury found ARAMARK Corporation and certain affiliates liable for approximately $30 million in compensatory damages and $75 million in punitive damages in connection with an automobile accident caused by an intoxicated driver who attended a professional football game at which certain affiliates of the Company provided food and beverage service. The Company and its affiliates appealed the judgment to the Appellate Division of Superior Court of New Jersey on April 13, 2005. On August 3, 2006, the Appellate Division of the Superior Court issued its decision reversing the entire verdict of the trial court. The Appellate Division cited multiple errors by the trial court and reversed the finding of liability against the Company and its affiliates. The Appellate Division reversed both the compensatory and punitive damage awards and remanded the matter back to the trial court for a new trial. On June 1, 2007, the Company and certain affiliates entered into a settlement agreement with the plaintiffs, which settlement would not have a material impact on the Company’s results of operations or financial position. The settlement agreement must be approved by the Superior Court of New Jersey.

On May 1, 2006, two cases were filed in the Court of Chancery of the State of Delaware in New Castle County against the Company and each of the Company’s directors. The two cases are putative class actions brought by stockholders alleging that the Company’s directors breached their fiduciary duties to the Company in connection with the proposal from a group of investors led by Mr. Neubauer to acquire all of the outstanding shares of the Company. On May 22, 2006, two additional cases making substantially identical allegations were brought against the Company and certain of its directors, one in the Court of Common Pleas in Philadelphia, Pennsylvania (in which only the Company and Mr. Neubauer were named as defendants) and another in the Court of Chancery of the State of Delaware in New Castle County (in which the Company and all directors were named as defendants). All of the cases make claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On June 7, 2006, the Court of Chancery of the State of Delaware consolidated the three pending Delaware actions as In re: ARAMARK Corporation Shareholders Litigation.

On or around August 11, 2006, a fourth punitive class action complaint was filed in the Court of Chancery of the State of Delaware in New Castle County by the City of Southfield Police and Fire Retirement System purportedly on behalf of the Company’s stockholders. The complaint names the Company and each of the

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Company’s directors as defendants and alleges that the defendants breached their fiduciary duties to the stockholders in connection with the proposed acquisition of the Company’s outstanding shares and making claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On August 25, 2006, the Court of Chancery of the State of Delaware consolidated this action with In re: ARAMARK Corporation Shareholders Litigation. The parties subsequently entered into agreements to settle the Delaware consolidated actions and the action pending in the Pennsylvania Court of Common Pleas. As part of the agreements, each share of Class A common stock beneficially owned by members of ARAMARK’s management committee (Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli, Timothy P. Cost, Andrew C. Kerin, Lynn B. McKee, Ravi K. Saligram and Thomas J. Vozzo) was to be counted as one vote for purposes of the additional vote to approve the adoption of the merger agreement. In connection with settling the Delaware action, counsel for the plaintiffs agreed to seek court approval of no more than $2.1 million in attorneys’ fees and expenses, which amount the Company agreed not to oppose. On April 12, 2007, the Delaware Chancery Court approved the settlement between the parties in the consolidated action, and awarded plaintiffs’ counsel $2.1 million in attorneys’ fees and expenses. In connection with settling the Pennsylvania action, counsel for the plaintiffs agreed to seek court approval of no more than $1.55 million in attorneys’ fees and expenses, which amount the Company agreed not to oppose. On May 16, 2007, the Pennsylvania Court of Common Pleas dismissed the Pennsylvania action in connection with the Delaware Chancery Court settlement approval and awarded the plaintiffs’ counsel $1.55 million in fees and expenses.

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Management

Our executive officers and directors and their ages as of June 6, 2007 are as follows:

Name	Age	Position
Joseph Neubauer	65	Chairman, Chief Executive Officer and Director
Bart J. Colli	59	Executive Vice President, General Counsel and Secretary
Christopher S. Holland	40	Senior Vice President, Treasurer and Director
Andrew C. Kerin	43	Executive Vice President and President, ARAMARK Domestic Food, Hospitality and Facilities
John M. Lafferty	63	Senior Vice President, Controller and Chief Accounting Officer
Lynn B. McKee	51	Executive Vice President, Human Resources
Ravi K. Saligram	50	Executive Vice President and President, ARAMARK International
L. Frederick Sutherland	55	Executive Vice President, Chief Financial Officer and Director
Thomas J. Vozzo	45	Executive Vice President and President, ARAMARK Uniform and Career Apparel

Joseph Neubauer has been our Chairman and Chief Executive Officer since September 2004. From January 2004 to September 2004, he served as our Executive Chairman. Mr. Neubauer also served as our Chief Executive Officer from February 1983 to December 2003 and as our Chairman from April 1984 to December 2003. He was our President from February 1983 to May 1997. He is a director of Verizon Communications Inc., Federated Department Stores, Inc. and Wachovia Corporation.

Bart J. Colli joined us in February 2000 as General Counsel and was elected as our Executive Vice President and Secretary in March 2000. Prior to joining us, he was a partner with McCarter & English LLP since 1985.

Christopher S. Holland has been our Senior Vice President and Treasurer since May 2006. He joined us in November 2003, and he became our Vice President and Treasurer in December 2003. Prior to joining us, Mr. Holland served as Vice President, Investment Banking at J.P. Morgan Chase & Co. since 1998.

Andrew C. Kerin has served as our Executive Vice President since November 2006 and President, ARAMARK Domestic Food, Hospitality and Facilities since April 2006. From November 2004 to November 2006 he served as Senior Vice President and from November 2004 to April 2006 as President, ARAMARK Healthcare, Facilities and Education. He served as President, ARAMARK Healthcare and Education from January 2004 to November 2004, and from May 2002 to January 2004, as President, Healthcare and Facilities Group. Prior to that, he served as President, ARAMARK ServiceMaster Facility Services from November 2001 to May 2002 and as President, ARAMARK Correctional Services from June 2001 to November 2001. Mr. Kerin served with ARAMARK Facility Support Services as President from September 1999 to June 2001, as Senior Vice President from April 1998 to September 1999 and as Vice President from when he joined us in October 1995 to April 1998.

John M. Lafferty joined us and was elected as our Senior Vice President and appointed Controller and Chief Accounting Officer in August 2000. Prior to joining us, he retired as a partner with Arthur Andersen LLP, where he had been a partner since 1977.

Lynn B. McKee has been our Executive Vice President, Human Resources since May 2004. From January 2004 to May 2004, she was our Senior Vice President of Human Resources and from September 2001 to

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December 2003, she served as Senior Vice President of Human Resources for our Food and Support Services Group. From August 1998 to August 2001, Ms. McKee served as our Staff Vice President, Executive Development and Compensation.

Ravi K. Saligram was elected as our Executive Vice President in November 2006 and President, ARAMARK International in November 2004. From November 2004 to November 2006, Mr. Saligram served as our Senior Vice President. He joined us in June 2003 as President, ARAMARK International. Prior to joining us, Mr. Saligram held various positions with the Inter-Continental Hotel Group from 1994 to 2002, most recently as President, Brands & Franchise, North America from October 2000 to July 2002, as Chief Marketing Officer & Managing Director, Global Strategy from August 1999 to September 2000, and as President, International from June 1998 to July 1999. Mr. Saligram is a director of Church & Dwight Co., Inc.

L. Frederick Sutherland became our Chief Financial Officer in May 1997. He has served as an Executive Vice President since May 1993. From May 1993 to May 1997, he also served as President of our Uniform Services division and from February 1991 to May 1993, he served as our Senior Vice President of Finance and Corporate Development. Mr. Sutherland served as our Treasurer from February 1984 to February 1991. Mr. Sutherland is a director of Consolidated Edison, Inc.

Thomas J. Vozzo was elected as our Executive Vice President in November 2006 and has served as President, ARAMARK Uniform and Career Apparel since April 2003. From November 2004 to November 2006, he served as our Senior Vice President. Prior to that, Mr. Vozzo served in various divisions of ARAMARK Uniform and Career Apparel, including as President, Direct Marketing Group from July 2002 to April 2003 and President, Galls from January 1997 to April 2003. He served as Executive Vice President, Galls from April 1996 to January 1997 and as WearGuard Vice President, Marketing and then Vice President, Sales and Marketing from January 1992 to April 1996.

Directors Compensation

The Company does not compensate its directors, all of whom are employees of the Company, for their service on the board of directors or any committee of the board of directors.

Employment agreements

We have employment agreements or arrangements with all of our officers under which they are currently being paid annual salaries ranging up to $1,000,000. Generally, these contracts are for indeterminate periods terminable by either party, in most cases subject to advance notice and post-employment severance and benefit obligations.

Agreement with Mr. Neubauer

Under Mr. Neubauer’s employment agreement, he is employed by us as our chairman and chief executive officer for a period beginning on the effective date of the employment agreement and ending on the second anniversary of a notice of termination of the employment agreement given by either party unless earlier terminated pursuant to its terms. The agreement provides for Mr. Neubauer to receive a base salary of $1,000,000, which will be reviewed periodically by the board in connection with its review of Mr. Neubauer’s performance. The board can increase, but not decrease, his salary in its discretion. Mr. Neubauer’s bonus is determined by the Compensation Committee of Holdings, our ultimate parent company, pursuant to the terms of the Company’s Senior Executive Annual Performance Bonus Arrangement and Mr. Neubauer is eligible to participate in the equity incentive plans of Holdings and the Company and all retirement and welfare programs applicable to senior executives of the Company at benefit levels applicable to the Company’s chief executive officer.

Mr. Neubauer’s employment agreement also provides that he will receive a supplemental retirement benefit for the duration of his life following his termination of employment, with a 50% survivor benefit for his

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surviving spouse for her lifetime. The annual supplemental retirement benefit will be equal to 50% of the sum of his base salary and his average bonus for the three years prior to his termination (or, if higher, his average annual bonus from 2001 to 2003), less any amounts payable under the survivor income protection plan in which Mr. Neubauer participates. Currently, the survivor income protection plan provides for a surviving spouse to receive the executive’s full base salary for one year after the executive’s death and one-half of the executive’s base salary for the subsequent nine years.

Mr. Neubauer’s employment agreement also provides that, in general, after termination of Mr. Neubauer’s employment by us without cause or by Mr. Neubauer’s resignation with good reason (as each is defined in the agreement), including a resignation by Mr. Neubauer within 12 months following a change of control (as defined in the agreement), Mr. Neubauer will receive the following payments and benefits:

• A pro rata bonus for the year of termination based on his average bonus over the three immediately preceding years (or, if higher, 2001-2003);

• Lump sum payments of two times his base salary;

• A lump sum payment of two times his average bonus for the three years prior to his termination (or, if higher, 2001-2003);

• The supplemental retirement benefit mentioned above;

• Participation in the Company’s survivor income protection plan, certain health and welfare plans and other perquisites (such as his company car) for up to three years;

• Full vesting of his stock options and purchase opportunities;

• Participation in the Company’s executive health plan at his own expense for three years; and

• Other accrued but unpaid salary and benefits.

During his employment term and for a period of two years thereafter, Mr. Neubauer is subject to a non-competition covenant.

We have agreed to use our best efforts to cause Mr. Neubauer to be a member of our board during the term of Mr. Neubauer’s employment agreement. In addition, if any payment or benefit payable to Mr. Neubauer after a change in ownership or control of the Company would be considered a parachute payment subject to a federal excise tax, then we will pay Mr. Neubauer an additional payment or benefit to gross-up the amount of the excise tax.

We have a split dollar life insurance agreement with Mr. Neubauer. The agreement relates to life insurance policies owned by a trust created by Mr. Neubauer. Pursuant to the agreement, prior to 2003, we paid a substantial portion of the premiums on the policies, such amounts to be repaid from the proceeds of the policies upon their termination. At September 29, 2006, the amount of the premium repayment obligation was $2,497,692. We do not charge interest in each fiscal year on this amount. However, we have in the past captured at least some of the foregone interest because we reduced the amount of the interest that would otherwise accrue on Mr. Neubauer’s deferred compensation. We hold a security interest in the policies to secure the repayment of the premium amount paid by us. This arrangement terminates upon the termination of Mr. Neubauer’s employment (other than by reason of his retirement).

Agreements with Messrs. Sutherland, Kerin, Colli, Saligram and Vozzo and Ms. McKee.

In 2007, Messrs. Sutherland, Kerin, Colli, Saligram and Vozzo and Ms. McKee will receive annual base salaries of $630,000, $610,000, $575,000, $525,000, $525,000 and $525,000, respectively.

We have entered into indemnification agreements with our directors and executive officers, among others, that provide substantially similar rights to which directors and officers are currently entitled pursuant to the Company’s certificate of incorporation and by-laws and that spell out further the procedures to be followed in connection with indemnification.

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Severance agreements/change of control

All of our current executive officers have entered into agreements relating to employment and post-employment competition. The agreements generally provide for severance payments of up to 18 months base salary to be made to the executive and a continuation of benefits in the event that the executive’s employment is terminated by the Company for any reason other than for “cause” (as defined in the agreements). We anticipate that seven of our executive officers will shortly enter into new agreements with the Company that will, in addition to providing substantially the same benefits described in the previous sentence, also provide for an addenda to their agreements, which provide for increased severance benefits if the executive’s employment is terminated under certain circumstances in connection with a future change in control of the Company. In general, if the executive’s employment is terminated by us without cause within the three year period following a change in control, or in certain circumstances in anticipation of a change in control, or if the executive resigns within the three year period after the change of control with good reason (as defined in the agreement), the executive is entitled to:

• A payment equal to a multiple of two times the executive’s base salary and target bonus (or the prior year’s actual bonus, if higher) (the “Change of Control Payment”);

• a pro rata portion of the executive’s target bonus for the fiscal year of termination based on the portion of the year during which he or she was employed;

• as noted above, cash severance benefits of up to 18 months of pay based on the executive’s length of service with the Company (the “Severance Payment”);

• continuation of certain health and welfare benefits for a period of 24 months; and

• up to two years of outplacement benefits, at a maximum cost of 20% of the executive’s base salary.

Each agreement entitles the executive to an excise tax gross up in respect of any payments and benefits received in connection with a change in control of ARAMARK that exceed the limit under Section 280G of the Internal Revenue Code. The agreements provide for perpetual non-disclosure and non-disparagement covenants and two-year post-employment noncompete, nonsolicitation and non-hire covenants. The noncompetition covenant is reduced to one year upon a termination without cause or resignation for good reason after a change in control of ARAMARK.

Executive Compensation Matters Relating to the Transactions

Payments relating to severance agreements/change of control

Prior to January 2007, each of our executive officers had in effect severance agreements, substantially similar to those described above, that were triggered by the Transactions.

At the completion of the merger, in lieu of the payments and benefits outlined above, we paid to each such executive (i) an amount equal to the Severance Payment in restricted stock of Holdings (which has been treated as part of the executive’s initial equity investment) which will vest upon the earlier of (a) 12 months following the closing or (b) the termination without cause of the executive or the termination by such executive for “good reason,” each as defined in the executive’s agreement and (ii) an amount equal to the Change of Control Payment in cash.

Twenty-one non-executive officers had also entered into agreements that contain substantially similar provisions for payments in certain circumstances in connection with a change in control of the company, except that the Change of Control Payment is equal to one times the executive’s base salary and target bonus (or the prior year’s actual bonus, if higher) and the cash severance benefits are generally up to twelve months of pay. At the completion of the merger, in lieu of the benefits to which such non-executives might otherwise have been entitled, we also paid cash and restricted stock of Holdings on the same terms as described above for the executive officers. The aggregate value of such payments was $15.1 million.

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The following table shows the amount of the cash and restricted stock payments that was made to our executive officers other than Messrs. Lafferty and Holland who were not entitled to such payment.

	Amount of Cash Payment		Amount of Restricted Stock of Holdings
Joseph Neubauer		N.A.
Bart J. Colli	$	1,750,000	$	787,500
Timothy P. Cost	$	1,700,000	$	500,000
Andrew C. Kerin	$	1,950,000	$	862,500
Lynn B. McKee	$	1,700,000	$	750,000
Ravi K. Saligram	$	1,700,000	$	500,000
L. Frederick Sutherland	$	2,000,000	$	900,000
Thomas J. Vozzo	$	1,700,000	$	750,000

* Excludes the value of acceleration of vesting of equity awards, as reported separately herein.

ARAMARK stock options and restricted stock

As of the effective time of the Merger, all outstanding options for our common stock became fully vested and immediately exercisable.

The following table summarizes the vested and unvested options with exercise prices of less than $33.80 per share held by our executive officers immediately prior to the effective time of the Merger and the consideration that each of them received pursuant to the merger agreement in connection with the cancellation of their options:

	Unvested Options	Weighted Average Exercise Price of Unvested Options	Vested Options	Weighted Average Exercise Price of Vested Options	Resulting Consideration(1)
Executive Officers
Joseph Neubauer	190,000	25.62	130,000	25.74	$	2,602,000
Bart J. Colli	92,500	24.94	142,500	23.77	$	2,249,350
Timothy P. Cost	130,000	24.28	85,000	24.19	$	2,054,350
Christopher S. Holland	22,000	25.51	32,000	26.09	$	429,120
Andrew C. Kerin	97,500	24.57	173,500	23.84	$	2,627,700
John M. Lafferty	25,000	25.07	75,000	23.10	$	1,020,800
Lynn B. McKee	101,500	25.50	121,500	24.37	$	1,780,978
Ravi K. Saligram	122,500	24.15	54,100	24.55	$	1,682,858
L. Frederick Sutherland	92,500	24.94	62,500	24.75	$	1,385,350
Thomas J. Vozzo	117,500	24.46	222,500	22.95	$	3,511,450

(1) The amounts set forth in this “Resulting Consideration” column are calculated based on the actual exercise prices underlying the related options, as opposed to the weighted average exercise price per share of vested and unvested options.

As of the effective time of the merger, all of our restricted stock units became immediately vested and free of restrictions. Any such restricted stock units were then canceled, and the holder of each such restricted stock unit received a cash payment of $33.80 per share of common stock subject to a restricted stock unit.

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The following table summarizes the restricted stock units, including under the company’s Management Stock Purchase Program, held by our executive officers immediately prior to the effective time of the Merger and the consideration that each of them received pursuant to the merger agreement in connection with the cancellation of such restricted stock units:

	Number of Unvested Restricted Stock Units	No. of Vested Restricted Stock Units	Resulting Consideration
Executive Officers
Joseph Neubauer	28,228	43,308	$	2,417,917
Bart J. Colli	30,847	18,065	$	1,653,226
Timothy P. Cost	29,658	16,782	$	1,569,672
Christopher S. Holland	6,160	5,814	$	404,721
Andrew C. Kerin	29,619	17,195	$	1,582,313
John M. Lafferty	3,850	—	$	130,130
Lynn B. McKee	32,121	17,595	$	1,680,401
Ravi K. Saligram	28,723	16,013	$	1,512,077
L. Frederick Sutherland	31,597	18,911	$	1,707,170
Thomas J. Vozzo	29,565	20,149	$	1,680,333

Investment by the management participants in Holdings

In connection with the Transactions, Mr. Neubauer contributed 7,055,172.83 shares of Class A common stock (having an aggregate value of $200 million) to Holdings. In addition, approximately 260 members of our management invested in the equity of Holdings in connection with the Transactions. See “The Transactions.”

Participation in equity incentive plans of Holdings

In connection with the merger, Holdings has adopted an option plan under which employees, including the Company’s executive officers, are eligible to receive options to acquire the capital stock of Holdings. The new option plan permits the grant of options covering approximately 15.5% of the fully-diluted equity of Holdings. Approximately 11% of the fully-diluted equity of Holdings was granted at or shortly following the closing of the Transactions, with the remainder of the options to be granted in future years. Fifty percent of the options granted vest solely based upon continued employment over a specific period of time and 50% of the options granted at or shortly following closing vest based upon both continued employment over a specific period of time and the achievement of predetermined performance targets over time. The options granted at and shortly following the closing of the Transactions have an exercise price per share that is equal to the fair market value of the underlying shares at the time of grant, which has been the same as the per share price paid by the Sponsors. Options granted thereafter will also have an exercise price per share that is equal to the fair market value of the underlying shares at the time of grant. The options, and the shares underlying the options, are subject to the stockholders’ agreement described under “The Transactions.”

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Executive compensation matters prior to the Transactions

Summary compensation table

The following table contains certain information about compensation earned during the last three fiscal years by our chief executive officer and the six other executive officers who were the most highly compensated during fiscal 2006.

		Annual Compensation						Long-term Compensation Awards*			All Other Compensation(4)
Name and Current Principal Position	Fiscal Year	Salary		Bonus(1)		Other Annual Compensation(2)		Restricted Stock Award ($)(3)		Securities Underlying Options
Joseph Neubauer	2006	$	1,000,000	$	1,750,000	$	211,706	$	448,131	120,000	$	9,000
Chairman and	2005		1,000,000		1,600,000		202,650		400,000	200,000		8,400
Chief Executive Officer	2004		1,000,000		800,000		168,243		200,000	—		7,800
L. Frederick Sutherland	2006		592,800		450,000		—		491,338	60,000		9,000
Executive Vice	2005		568,750		375,000		—		418,557	50,000		8,400
President	2004		538,500		350,000		—		373,877	45,000		7,800
and Chief Financial
Officer
Andrew C. Kerin	2006		525,850		450,000		—		489,209	60,000		10,752
Executive Vice	2005		461,500		350,000		—		404,218	75,000		10,152
President and President	2004		405,750		230,000		—		286,469	30,000		7,800
Domestic Food,
Hospitality and Facilities
Bart J. Colli	2006		517,800		425,000		—		478,493	60,000		10,752
Executive Vice	2005		492,500		365,000		—		413,557	50,000		10,152
President,	2004		459,200		325,000		—		361,377	45,000		10,200
General Counsel and
Secretary
Lynn B. McKee	2006		492,800		425,000		—		478,782	60,000		9,000
Executive Vice	2005		462,500		355,000		—		408,557	50,000		8,400
President,	2004		362,000		300,000		—		451,279	63,000		7,800
Human Resources
Ravi K. Saligram	2006		492,800		425,000		—		476,863	60,000		9,000
Executive Vice	2005		465,000		320,000		—		393,921	75,000		8,400
President and	2004		432,500		220,000		—		282,378	30,000		4,216
President, ARAMARK
International
Thomas J. Vozzo	2006		493,750		400,000		—		464,845	60,000		6,300
Executive Vice	2005		460,000		325,000		—		396,859	75,000		6,300
President and	2004		411,250		230,000		—		343,072	45,000		5,323
President, ARAMARK
Uniform and Career
Apparel

* The awards listed hereunder were canceled and paid out at the effective time of the merger. Please see “—Participation in equity incentive plans of the surviving corporation” for more information on the new option plan to be adopted in connection with the Transactions.

(1) The amounts in this column for 2006 include amounts of bonus deferred under the Management Stock Purchase Program (“MSPP”) for which the named executive officers received restricted stock units—for Mr. Neubauer, $437,500 (13,083 restricted stock units), for Messrs. Sutherland and Kerin, $225,000 (6,728 restricted stock units), for Messrs. Colli and Saligram and Ms. McKee, $212,500 (6,354 restricted stock units), and for Mr. Vozzo $200,000 (5,980 restricted stock units). Restricted stock units received in lieu of bonus under the MSPP are immediately vested.

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(2) The amounts disclosed in this column for 2006 include, with respect to Mr. Neubauer, $94,430 representing the Company’s payment of premiums for survivor insurance and $72,546 for Mr. Neubauer’s personal use of the Company’s airplane. The amounts disclosed in this column for 2005 include, with respect to Mr. Neubauer, $91,058 representing the Company’s payment of premiums for survivor insurance and $75,251 for Mr. Neubauer’s personal use of the Company’s airplane. The amounts disclosed in this column for 2004 include, with respect to Mr. Neubauer, $85,761 representing the Company’s payment of premiums for survivor insurance and $48,526 for Mr. Neubauer’s personal use of the Company’s airplane. In accordance with SEC rules, no disclosure is made with regard to officers whose perquisites are the lesser of either $50,000 or 10% of the total annual salary and bonus reported for the named executive officer.

(3) The amounts in this column for 2006 include:

(a) The value of restricted stock units granted to each of the named executive officers as of the date of grant—for Messrs. Sutherland, Kerin, Colli, Saligram and Vozzo and Ms. McKee, $253,500 (10,000 restricted stock units). These restricted stock unit grants vest in equal annual installments on each of the first four anniversaries of the date of grant.

(b) Matching amounts contributed by the Company under the MSPP for each of the named executive officers—for Mr. Neubauer, $437,500 (13,083 restricted stock units), for Messrs. Sutherland and Kerin, $225,000 (6,728 restricted stock units), for Messrs. Colli and Saligram and Ms. McKee, $212,500 (6,354 restricted stock units) and for Mr. Vozzo $200,000 (5,980 restricted stock units). These matching restricted stock units vest in equal annual installments on each of the first four anniversaries of the date of grant.

(c) Dividend equivalents credited to each of the named executive officers in respect of their restricted stock units—for Mr. Neubauer, $10,631, for Mr. Sutherland, $12,838, for Mr. Kerin, $10,709, for Mr. Colli $12,493, for Ms. McKee, $12,782, for Mr. Saligram, $10,863, and for Mr. Vozzo, $11,345. Dividends are credited in respect of all restricted stock units.

Each of the grants of restricted stock units listed in this column vests in equal annual installments on the first four anniversaries of the date of grant except for dividend equivalent restricted stock units, which vest at the same time as the restricted stock units to which they are attributable. The number and aggregate value of restricted stock units held by each of the executive officers on September 29, 2006 is as follows: for Mr. Neubauer, 45,370 restricted stock units with a value of $1,490,858, for Mr. Sutherland, 48,592 restricted stock units with a value of $1,596,733, for Mr. Kerin, 43,178 restricted stock units with a value of $1,418,829, for Mr. Colli, 47,276 restricted stock units with a value of $1,553,489, for Ms. McKee, 47,612 restricted stock units with a value of $1,564,530, for Mr. Saligram, 41,651 restricted stock units with a value of $1,368,652, and for Mr. Vozzo, 43,296 restricted stock units with a value of $1,422,707.

In Fiscal 2006, in connection with his promotion to President, Domestic Food, Hospitality and Facilities, Mr. Kerin also received a contingent award of cash in lieu of the grant of 10,000 restricted stock units that he otherwise would have received upon his promotion. Mr. Kerin’s received $338,000 in connection with that grant (10,000 multiplied by the transaction price of $33.80 per share) upon the closing of the Merger.

(4) The amounts in this column include:

(a) Company contributions to the 2005 Stock Unit Retirement Plan: with respect to each of the Named Executive Officers except Mr. Vozzo of $9,000 for 2006.

(b) Company contributions to the ARAMARK Uniform and Career Apparel Retirement Savings Plan with respect to Mr. Vozzo of $6,300 for 2006.

(c) In 2006, with respect to Messrs. Kerin and Colli, the payment of the $1,752 annual premium for his term life insurance.

Stock Options

Option Grants

The following table sets forth information with respect to the named executive officers concerning individual grants of stock options made in fiscal 2006.

Option Grants in Last Fiscal Year

	Individual Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(2)
	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees in 2006		Exercise Price(1)		Expiration Date
Name							5%		10%
Joseph Neubauer	120,000	4.67	%	$	25.35	11/14/2015	$	1,913,097	$	4,848,165
L. Frederick Sutherland	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082
Andrew C. Kerin	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082
Bart J. Colli	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082
Lynn B. McKee	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082
Ravi K. Saligram	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082
Thomas J. Vozzo	60,000	2.34	%	$	25.35	11/14/2015	$	956,549	$	2,424,082

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(1) The exercise price of all option grants reflected in the table are equal to the closing price of our class B common stock on the New York Stock Exchange on the date of grant. Option grants listed in the table vest in equal annual installments on the first four anniversaries of the date of grant.

(2) Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date the respective options were granted to their expiration date. The gains shown are net of the option exercise price, but do not include deductions for taxes or other expenses associated with the exercises of the option or the sale of the underlying shares. The actual gains, if any, on the exercises of stock options will depend on the future performance of the common stock, the option holder’s continued employment through the option period, and the date on which the options are exercised.

Options Exercised and Unexercised

The following table sets forth information with respect to the named executive officers concerning the exercise of options in fiscal 2006 and unexercised options held as of September 29, 2006, the last day of fiscal 2006.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

Name	Shares Acquired on Exercise	Value Realized(1)		Number of Securities Underlying Unexercised Options(2)		Value of Unexercised In-the-Money Options at Fiscal Year End(2)
				Exercisable	Unexercisable	Exercisable		Unexercisable
Joseph Neubauer	—		—	50,000	270,000	$	350,000	$	1,951,200
L. Frederick Sutherland	—		—	35,000	120,000	$	270,275	$	969,375
Andrew C. Kerin	26,000	$	476,320	167,250	163,750	$	2,508,610	$	1,238,950
Bart J. Colli	16,000	$	286,720	115,000	120,000	$	1,059,050	$	969,375
Lynn B. McKee	6,666	$	122,121	69,000	135,250	$	539,534	$	1,049,447
Ravi K. Saligram	—		—	108,750	156,250	$	1,061,475	$	1,366,325
Thomas J. Vozzo	20,000	$	357,333	176,250	163,750	$	1,774,350	$	1,417,500

(1) Value realized equals the closing price of our class B common stock on the New York Stock Exchange at the time the option was exercised minus the exercise price of the option, multiplied by the number of shares for which the option was exercised.

(2) Options exercisable and values of options are determined as of September 29, 2006. Value of an in-the-money option equals the closing price of our class B common stock on September 29, 2006 minus the exercise price of the option, multiplied by the number of shares underlying the option.

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Security ownership of certain beneficial owners and management

ARAMARK Holdings Corporation owns 100% of the capital stock of ARAMARK Intermediate Holdco Corporation, which owns 100% of the capital stock of ARAMARK Corporation. ARAMARK Holdings Corporation has a board of directors consisting of the Chief Executive Officer, representatives of our four Sponsors and five independent directors. The board of directors of ARAMARK Intermediate Holdco Corporation consists of the same members as that of ARAMARK Corporation.

The following table sets forth information with respect to the beneficial ownership, as of April 30, 2007, of (i) each individual or entity known by us to own beneficially more than 5% of the common stock of Holdings, (ii) each of our Named Executive Officers, (iii) each of our directors and (iv) all of directors and our executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a ‘‘beneficial owner’’ of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in the footnotes below, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares. Unless otherwise noted, the address of each beneficial owner is ARAMARK Corporation, ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107.

Name and Address of Beneficial Owner	Beneficial Ownership of ARAMARK Corporation Common Stock(1)	Percentage of ARAMARK Corporation Common Stock
GS Capital Partners2.	206	20.59	%
CCMP Capital Investors3	103	10.30	%
J.P. Morgan Partners4	103	10.30	%
Thomas H. Lee Partners5	206	20.59	%
Warburg Pincus LLC6	210	21.03	%
Joseph Neubauer	97	9.71	%
L. Frederick Sutherland7	7	*
Andrew C. Kerin	3	*
Bart J. Colli8	2	*
Lynn B. McKee	2	*
Ravi K. Saligram	3	*
Thomas J. Vozzo	3	*
Christopher S. Holland	*	*
Directors and Executive Officers as a Group (9 persons)	119	11.93	%

* Less than one percent or one share, as applicable.

¹ ARAMARK Corporation has 1,000 shares of common stock outstanding, all of which are owned indirectly by ARAMARK Holdings Corporation. Share amounts indicated below reflect beneficial ownership, through ARAMARK Holdings Corporation, by such entities or individuals of these 1,000 shares of ARAMARK Corporation.

² ARAMARK Corporation shares shown as beneficially owned by GS Capital Partners reflect an aggregate of the following record ownership: (i) 22,326,144 shares of Holdings held by GS Capital Partners V Fund, L.P.; (ii) 11,532,758 shares of Holdings held by GS Capital Partners V Offshore Fund, L.P.; (iii) 7,655,956

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shares of Holdings held by GS Capital Partners V Institutional, L.P.; and (iv) 885,142 shares of Holdings held GS Capital Partners V GmbH & Co. KG. The address of GS Capital Partners is c/o The Goldman Sachs Group, 85 Broad Street, New York, New York 10004.

³ ARAMARK Corporation shares shown as beneficially owned by CCMP Capital Investors reflect an aggregate of the following record ownership: (i) 18,313,470 shares of Holdings held by CCMP Capital Investors II, L.P.; and (ii) 2,886,530 shares of Holdings held by CCMP Capital Investors (Cayman) II, L.P. The address of CCMP Capital Investors is 245 Park Avenue, 16th Floor, New York, New York 10020.

⁴ ARAMARK Corporation shares shown as beneficially owned by JP Morgan Partners reflect an aggregate of the following record ownership: (i) 11,955,003 shares of Holdings held by JP Morgan Partners (BHCA), LP; (ii) 2,865,797 shares of Holdings held by JP Morgan Partners Global Investors, L.P.; (iii) 440,340 shares of Holdings held by JP Morgan Partners Global Investors A, L.P.; (iv) 1,438,760 shares of Holdings held by JP Morgan Partners Global Investors (Cayman), L.P.; (v) 160,899 shares of Holdings held by JP Morgan Partners Global Investors (Cayman) II, L.P.; (vi) 970,308 shares of Holdings held by J.P. Morgan Partners Global Investors (Selldown), L.P.; and (v) 3,368,893 shares of Holdings held by J.P. Morgan Partners Global Investors (Selldown) II, L.P. The address of JP Morgan Partners is 270 Park Avenue, 9th Floor, New York, New York 10017.

⁵ ARAMARK Corporation shares shown as beneficially owned by Thomas H. Lee Partners reflect an aggregate of the following record ownership: (i) 1,000,000 shares of Holdings held by THL Fund VI Bridge Corp.; (ii) 23,610,323 shares of Holdings held by Thomas H. Lee Equity Fund VI, L.P.; (iii) 15,549,648 shares of Holdings held by Thomas H. Lee Parallel Fund VI, L.P.; (iv) 1,911,766 shares of Holdings held by Thomas H. Lee Parallel (DT) Fund VI, L.P.; (v) 136,880 shares of Holdings held by Putnam Investment Holdings, LLC; (vi) 133,565 shares of Holdings held by Putnam Investments Employees Securities Company III LLC; and (vii) 57,818 shares of Holdings held by THL Coinvestment Partners, L.P. The address of Thomas H. Lee Partners is 100 Federal Street, 35th Floor, Boston, Massachusetts 02110.

⁶ ARAMARK Corporation shares shown as beneficially owned by Warburg Pincus LLC reflect record ownership of 43,300,000 shares of Holdings held by Warburg Pincus Private Equity IX, L.P. The address of Warburg Pincus LLC is 466 Lexington Avenue, 10th Floor, New York, New York 10017.

⁷ Includes beneficial ownership held by a family partnership for which Mr. Sutherland serves as a general partner.

⁸ Includes beneficial ownership held by an investment trust for which Mr. Colli’s spouse serves as trustee.

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Description of other indebtedness

Senior secured credit facilities

Overview

In connection with the Transactions, we have entered into a senior secured credit agreement with JPMorgan Chase Bank, N.A., as LC Facility Issuing Bank and Citibank, N.A., as administrative agent and collateral agent.

On a pro forma basis after giving effect to the Transactions, the senior secured credit facilities provided senior secured financing of $5,000.0 million, consisting of:

• $4,150.0 million in term loan facilities comprised of various tranches denominated in U.S. dollars, Canadian dollars, euros, yen and pounds sterling;

• a revolving credit facility of up to $600.0 million comprised of various tranches denominated in U.S. dollars, Canadian dollars, euros and pounds sterling, the full amount of which is available in the form of letters of credit; and

• a synthetic letter of credit facility of up to $250.0 million.

The borrower under the senior secured credit facilities on the closing date was ARAMARK Corporation. In addition, certain subsidiaries of ARAMARK Corporation were designated as borrowers under certain tranches of the term loan facility and/or the revolving credit facility described above. The revolving credit facility includes borrowing capacity available for letters of credit and, subject to a sublimit, for short-term borrowings referred to as the swingline loans.

The term loan facility consists of the following subfacilities:

• A U.S. dollar denominated term loan to the Company in the amount of $3,547.0 million;

• A yen denominated term loan to the Company in the U.S. dollar equivalent of $45.0 million;

• A U.S. dollar denominated term loan to ARAMARK Canada, Ltd. in the amount of $170.0 million;

• A euro denominated term loan to ARAMARK Ireland Holdings Limited in an amount equal to the U.S. dollar equivalent of $57.0 million;

• A sterling denominated term loan to ARAMARK Investments Limited in an amount equal to the U.S. dollar equivalent of $241.0 million; and

• A euro denominated term loan consisting of separate loans to ARAMARK GmbH and ARAMARK Holdings GmbH & Co. KG in an aggregate principal amount equal to the U.S. dollar equivalent of $90.0 million.

The dollar equivalent amounts shown are estimates based on the exchange rates on the closing date. The aggregate amount of the term loans (taking into account the dollar equivalent based on the exchange rates on the closing date) did not exceed $4,150.0 million.

The revolving credit facility consists of the following subfacilities:

• A revolving credit facility available for loans in U.S. dollar to the Company with aggregate commitments of $435.0 million;

• A revolving credit facility available for loans in sterling or U.S. dollars to the U.K. borrower or the Company with aggregate commitments of $40.0 million;

• A revolving credit facility available for loans in euro or U.S. dollars to the Irish borrower or the Company with aggregate commitments of $20.0 million;

• A revolving credit facility available for loans in euro or U.S. dollars to the German borrowers or the Company with aggregate commitments of $30.0 million; and

• A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Canadian borrower or the Company with aggregate commitments of $75.0 million.

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The new senior secured credit facility provides that we have the right at any time to request up to $750.0 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 commitments, and any such addition of or increase in commitments are 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 commitments is subject to the same conditions as extensions of credit under the existing credit facilities.

Interest rate and fees

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs, (b) with respect to borrowings denominated in U.S. Dollars a base rate determined by reference to the higher of (1) the prime rate of the administrative agent, and (2) the federal funds rate plus 0.50% or (c) with respect to borrowings denominated in Canadian dollars, (1) a base rate determined by reference to the prime rate of Canadian banks or (2) a BA (bankers’ acceptance) rate determined by reference to the rate offered for banker’s acceptances in Canadian dollars for the interest period relevant to such borrowing. The initial applicable margin for borrowings is under the revolving credit facility, 2.00% with respect to LIBOR borrowings and 1.00% with respect to base-rate borrowings and, under the term loan facilities and the synthetic letter of credit facilities, 2.00% with respect to LIBOR borrowings and 1.125% with respect to base-rate borrowings. The applicable margins for borrowings under the facilities may be reduced subject to our attaining certain leverage ratios.

In addition to paying interest on outstanding principal under the senior secured credit facilities, we are required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. We must also pay letter of credit fees. The commitment fee rate and the letter of credit fee rate may be reduced subject to our attaining certain leverage ratios.

Prepayments

The senior secured credit agreement requires us to prepay outstanding term loans, subject to certain exceptions, with:

• 50% of our annual excess cash flow (as defined in the senior secured credit agreement) commencing with the first full fiscal year following the date of the closing of the Transactions (which percentage will be reduced to 25% if at the time of the applicable prepayment our leverage ratio is equal to or less than 5.25 to 1.00 but greater than 4.50 to 1.00);

• 100% of the net cash proceeds of all nonordinary course asset sales or other dispositions of property subject to certain exceptions (including the first $100.0 million of such proceeds following the closing date and the sale of receivables in connection with the receivables facility) 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 facility 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. We may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. In March 2007 we made a voluntarily repayment of $40.0 million on our U.S. dollar denominated term loan under the senior secured credit facility.

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If a change of control as defined in the credit agreement (which will be more restrictive than the corresponding definition in the indenture governing the notes) occurs, this will cause an event of default under the credit agreement. Upon an event of default, the credit facilities may be accelerated, in which case we will be required to repay all outstanding loans plus accrued and unpaid interest and all other amounts outstanding under the senior credit facilities.

Amortization

We are required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 0.25% of their funded total principal amount for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior secured credit facilities.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, six years from the date of the closing of the senior secured credit facilities, on which day the commitments thereunder will terminate.

Principal amounts outstanding under the synthetic letter of credit facility are due and payable in full at maturity, seven years from the date of the closing of the senior secured credit facilities, on which day the commitments thereunder will terminate.

Guarantee and security

All obligations under the senior secured credit agreement are unconditionally guaranteed by ARAMARK Intermediate Holdco Corporation and, subject to certain exceptions, substantially all of our 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 us, 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 secured by substantially all of the following assets of ARAMARK Intermediate Holdco Corporation, us and each U.S. Guarantor, subject to certain exceptions:

• a pledge of 100% of the capital stock of the Company;

• 100% of the capital stock held by ARAMARK Intermediate Holdco Corporation, the Company, or any of our domestic subsidiaries that are directly owned by us or one of the U.S. Guarantors and 100% of the capital stock of each of our existing and future foreign subsidiaries that are directly owned by us or one of the U.S. Guarantors; and

• a security interest in, and mortgages on, substantially all tangible and intangible assets of ARAMARK Intermediate Holdco Corporation, the Company and each U.S. Guarantor.

Certain covenants and events of default

The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

• incur additional indebtedness, issue preferred stock or provide guarantees;

• create liens on assets;

• engage in mergers or consolidations;

• sell assets;

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• pay dividends, make distributions or repurchase our capital stock;

• make investments, loans or advances;

• repay or repurchase any notes, except as scheduled or at maturity;

• create restrictions on the payment of dividends or other transfers to us from our restricted subsidiaries;

• make certain acquisitions;

• engage in certain transactions with affiliates;

• amend material agreements governing the notes (or any indebtedness that refinances the notes); and

• fundamentally change our business.

In addition, the senior secured credit agreement requires us to maintain the following financial covenants in connection with our revolving credit facility:

• a maximum senior secured leverage ratio; and

• maximum annual capital expenditures.

The senior secured credit agreement also contains certain customary affirmative covenants and certain events of default.

Receivables facility

Overview

In connection with the Transactions, ARAMARK Receivables, LLC, a wholly-owned, bankruptcy-remote subsidiary of ARAMARK, entered into an amended receivables facility pursuant to which it purchases accounts receivable generated by certain of our operating subsidiaries using funding provided through the sale of an interest in such accounts receivable and other similar assets to commercial paper conduits sponsored by Wachovia Bank, National Association (“Wachovia Bank”) and Calyon New York Branch (“Calyon”). The amended receivables facility provides an amount of funding up to a maximum of $250 million for a period of six years from the closing date.

Availability of funding under the amended receivables facility depends primarily upon the outstanding accounts receivable balance of our subsidiaries that participate in the facility. Aggregate availability is determined by using a formula that reduces the gross receivables balance by factors that take into account historical default and dilution rates, excessive concentrations and average days outstanding and the costs of the facility.

The commercial paper conduits may discontinue funding the receivables facility at any time for any reason. If they do, the bank sponsor of the applicable commercial paper conduit will be obligated to fund the receivables facility.

Twenty-one of our subsidiaries participate in the amended receivables facility program all of which are domestic subsidiaries in our Food and Support Services segment.

Interest rates and fees

Under the amended receivables facility, the finance subsidiary is required to pay interest on the amount of each advance at the quoted cost of funds for each commercial paper conduit’s issuance of commercial paper plus an applicable margin equal to 0.85%. When not funded by the commercial paper conduits (but directly through the conduit sponsors), the amended receivables facility provides funding at an applicable margin equal to 0.85%, plus, either (1) a one, two, three or six-month Eurodollar rate, or (2) the higher of (x) the applicable principal lender’s prime rate and (y) the federal funds effective rate plus 0.50%. The applicable margin for borrowings under the amended receivables facility may be reduced subject to our attaining certain leverage ratios.

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In addition, ARAMARK Receivables is required to pay a fee on the unused portion of the amended receivables facility of 0.35% per annum on the unused portion of the commitments under the amended receivables facility, payable monthly in arrears.

In addition, we act as receivables collection agent, servicing, administering and collecting receivables transferred pursuant to the amended receivables facility. Under the amended receivables facility, we receive an estimated monthly servicing fee of approximately 1.0% per annum of the daily average outstanding balance of the receivables under such facility, payable monthly in arrears by ARAMARK Receivables.

Termination events

The amended receivables facility may be terminated for material breaches of representations and warranties or covenants, bankruptcies of any seller, the collection agent or the transferor, a change of control or certain cross defaults under our senior secured credit facility or other material indebtedness, among other reasons.

Existing senior notes due 2012

In May 2005, we issued $250.0 million aggregate principal amount of 5.00% senior notes due 2012. The entire principal amount of these existing senior notes due 2012 remain outstanding after completion of the merger. The existing senior notes due 2012 are not, and as a result of the Transactions did not become, guaranteed by any of our subsidiaries or secured by any of our assets. The existing senior notes due 2012 are recorded at $224.5 million on our balance sheet as of March 30, 2007 as a result of fair value adjustments related to purchase accounting. The discount of $25.5 million is being accreted to the notes’ face amount over the remaining period up to their maturity date using the effective interest rate method.

Existing indebtedness

As of March 30, 2007, we had outstanding approximately $54.7 million of secured debt representing capital lease obligations. In addition, we had $41.3 million of other indebtedness outstanding at March 30, 2007, consisting primarily of borrowings by certain of our foreign subsidiaries. See note (6) to our consolidated financial statements included elsewhere herein.

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The Exchange offer

General

The Issuer hereby offers to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.

As of the date of this prospectus, $1,280,000,000 aggregate principal amount of 8.50 % Senior Notes and $500,000,000 aggregate principal amount of Senior Floating Rate Notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all holders of outstanding notes known to us on or about         , 2007. The Issuer’s obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “Conditions to the exchange offer” below. The Issuer currently expects that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and effect of the exchange offer

We entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use our reasonable best efforts to cause this registration statement to be declared effective and to cause the exchange offer to be consummated within 240 days after the issue date of the outstanding notes. The exchange notes will have terms substantially identical to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes were issued on January 26, 2007.

Under the circumstances set forth below, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective for two years or such shorter period ending when all outstanding notes or exchange notes covered by the statement have been sold in the manner set forth and as contemplated in the statement or to the extent that the applicable provisions of Rule 144(k) under the Securities Act are amended or revised. These circumstances include:

• if applicable law or interpretations of the staff of the SEC do not permit the Issuer and the guarantors to effect this exchange offer;

• if for any other reason the exchange offer is not consummated within 240 days of the issue date of the outstanding notes;

• any initial purchaser requests in writing to the Issuer within 30 days after the consummation of this exchange offer with respect to outstanding notes that are not eligible to be exchanged for exchange notes in this exchange offer and held by it following the consummation of this exchange offer; or

• if any holder of the outstanding notes that participates in this exchange offer does not receive exchange notes that may be sold without restriction in exchange for its tendered outstanding notes (other than due solely to the status of such holder as an affiliate of the Issuer) and notifies the Issuer within 30 days after becoming aware of restrictions; or

• if the Issuer so elects.

If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the outstanding notes and the exchange notes required to be registered on a shelf registration statement. Please read the section “Registration Rights” for more details regarding the registration rights agreement.

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Each holder of outstanding notes that wishes to exchange their outstanding notes for exchange notes in the exchange offer will be required to make the following written representations:

• any exchange notes to be received by such holder will be acquired in the ordinary course of its business;

• such holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;

• such holder is not an affiliate of the Issuer, as defined by Rule 405 of the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

• it is not engaged in, and does not intend to engage in, a distribution of exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution.”

Resale of exchange notes

Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

• you are acquiring the exchange notes in your ordinary course of business;

• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;

• you are not an affiliate of the Issuer as defined by Rule 405 of the Securities Act; and

• you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.

If you are an affiliate of the Issuer, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:

• you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc.(available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and

• in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the exchange offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer outstanding notes that are validly tendered and not

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validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue $2,000 principal amount or an integral multiple of $1,000 of exchange notes in exchange for a corresponding principal amount of outstanding notes surrendered in the exchange offer.

The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indentures under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class for all purposes under the indentures. For a description of the indenture, please see “Description of Senior Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

As of the date of this prospectus, $1,280,000,000 aggregate principal amount of 8.50 % Senior Notes and $500,000,000 aggregate principal amount of Senior Floating Rate Notes is outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ outstanding notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “—Conditions to the exchange offer”.

Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “—Fees and expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions, Amendments

As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on         , 2007 which is the 21st business day after the date of this prospectus. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of the exchange offer.

To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

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We reserve the right, in our sole discretion:

• to delay accepting for exchange any outstanding notes (only if we amend or extend the applicable exchange offer);

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “—Conditions to the exchange offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, including the waiver of a material condition, we will promptly disclose the amendment by press release or other public announcement as required by Rule 14e-1(d) of the Exchange Act and will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

Conditions to the exchange offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange, if:

• the exchange offer, or the making of any exchange by a holder of outstanding notes, violates any applicable law or interpretation of the staff of the SEC;

• any action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, and any material adverse development shall have occurred in any existing action or proceeding with respect to us; or

• all governmental approvals shall not have been obtained, which approvals we deem necessary for the consummation of the exchange offer.

In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

• the representations described under “—Purpose and effect of the exchange offer” and “—Procedures for tendering outstanding notes”; and

• any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by notice by press release or other public announcement as required by Rule 14e-1(d) of the Act of such extension to their holders. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give notice by press release or other public announcement as required

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by Rule 14e-1(d) of the Act of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes promptly. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them so long as such circumstances do not arise due to our action or inaction or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

Procedures for tendering outstanding notes

Only a holder of outstanding notes may tender their outstanding notes in the exchange offer. To tender outstanding notes in the exchange offer, a holder must comply with either of the following:

• complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures described below.

In addition, either:

• the exchange agent must receive outstanding notes along with the letter of transmittal; or

• prior to the expiration date, the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange agent” prior to the expiration date.

A tender to us that is not withdrawn prior to the expiration date constitutes an agreement between us and the tendering holder upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

The method of delivery of outstanding notes, letters of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Holders should not send letters of transmittal or certificates representing outstanding notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or other nominees effect the above transactions for them.

If you are a beneficial owner whose outstanding dollar notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee who wishes to participate in the exchange offer, you should promptly contact such party and instruct such person to tender outstanding notes on your behalf.

You must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the outstanding notes.

Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities

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Dealers, Inc., a commercial bank or trust company having an office or correspondent in the U.S. or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:

• by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible guarantor institution.

If the applicable letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.

If the applicable letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, that states that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• we may enforce that agreement against such participant.

Acceptance of exchange notes

In all cases, we will promptly issue exchange notes for outstanding notes that we have accepted for exchange under the applicable exchange offer only after the exchange agent timely receives:

• outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the applicable book-entry transfer facility; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By tendering outstanding notes pursuant to the applicable exchange offer, you will represent to us that, among other things:

• you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;

• you do not have an arrangement or understanding with any person or entity to participate in a distribution of the exchange notes; and

• you are acquiring the exchange notes in the ordinary course of your business.

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In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The applicable letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”

We will interpret the terms and conditions of the exchange offer, including the letters of transmittal and the instructions to the letters of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding notes prior to the expiration date.

Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the applicable letter of transmittal, promptly after the expiration date.

Book-entry delivery procedures

Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the applicable book-entry transfer facility, the applicable letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the applicable letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the applicable book-entry transfer facility does not constitute delivery to the exchange agent.

Guaranteed delivery procedures

If you wish to tender your outstanding notes but your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automatic Tender Offer Program prior to the expiration date, you may still tender if:

• the tender is made through an Eligible Guarantor Institution;

• prior to the expiration date, the exchange agent receives from such Eligible Guarantor Institution either: (i) a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail, or hand delivery or (ii) a properly transmitted agent’s message and notice of

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guaranteed delivery, that (a) sets forth your name and address, the certificate number(s) of such outstanding notes and the principal amount of outstanding notes tendered; (b) states that the tender is being made by that notice of guaranteed delivery; and (c) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the Eligible Guarantor Institution with the exchange agent; and

• the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your notes according to the guaranteed delivery procedures.

Withdrawal rights

Except as otherwise provided in this prospectus, you may withdraw your tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective:

• the applicable exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal; or

• you must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system;

Any notice of withdrawal must:

• specify the name of the person who tendered the outstanding notes to be withdrawn;

• identify the outstanding notes to be withdrawn, including the certificate numbers and principal amount of the outstanding notes; and

• where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.

If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, you must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless your are an eligible guarantor institution.

If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the applicable book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt of notices of withdrawal and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account at the applicable book-entry transfer facility, promptly after withdrawal, rejection of tender or termination of the applicable exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

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Exchange agent

The Bank of New York has been appointed as the exchange agent for the exchange offer. The Bank of New York also acts as trustee under the indentures governing the notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letters of transmittal, and requests for notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail:	By Facsimile Transmission:	By Overnight Courier or Hand Delivery:
The Bank of New York 101 Barclay Street-Floor 7E Reorganization Unit Attn: Reorganization Unit New York, NY 10286 Telephone:	212-298-1915 To Confirm by Telephone:	The Bank of New York 101 Barclay Street-Floor 7E Reorganization Unit Attn: Reorganization Unit New York, NY 10286 Telephone:

If you deliver the letter of transmittal to an address other than the one set forth above or transmit instructions via facsimile other than the one set forth above, that delivery or those instructions will not be effective.

Fees and expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchanges. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer.

Transfer taxes

We will pay all transfer taxes, if any, applicable to the exchanges of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;

• tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

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If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of failure to exchange

If you do not exchange your outstanding notes for exchange notes under the exchange offer, your outstanding notes will remain subject to the restrictions on transfer of such outstanding notes as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws.

In general, you may not offer or sell your outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Other

Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offer or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

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Description of senior notes

General

RMK Acquisition Corporation issued the outstanding senior notes then merged into ARAMARK Corporation who assumed the debt upon the merger. On March 30, 2007, ARAMARK Corporation merged into ARAMARK Services, Inc., its wholly-owned subsidiary, and the resulting combined entity was renamed ARAMARK Corporation. This entity will issue the exchange notes described in this prospectus, under an Indenture (the “Indenture”) between itself, The Bank of New York, as trustee, and the Guarantors. The terms of the Senior Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”).

You can find the definitions of certain capitalized terms used in this description under the subheading “Certain definitions.” In this description, the “Company” refers to ARAMARK Corporation not to any of its Subsidiaries.

The Senior Notes are guaranteed on a senior basis by each direct and indirect Restricted Subsidiary of the Company that is a Domestic Subsidiary and that guarantees the obligations of the Company under the Company’s Senior Credit Facilities. The Indenture provides that any direct or indirect parent company of the Company may guarantee the Senior Notes and in such case will allow the Company to satisfy its reporting obligations under the Indenture by furnishing financial information relating to the parent. To the extent any such parent company is a holding company with no operations or assets (other than the stock of the Company or a direct or indirect parent), you should not assign any value to the parent’s guarantee.

The following description is only a summary of the material provisions of the Senior Notes and the Indenture. We urge you to read the Indenture because it, and not this description, defines your rights as a Holder of Senior Notes. Copies of the Indenture are available upon request to the Company.

Brief description of the Senior Notes and the Guarantees

The Senior Notes:

• are unsecured, senior obligations of the Company;

• are pari passu in right of payment with all existing and future Senior Indebtedness of the Company, including Indebtedness under our Senior Credit Facilities and the Existing 2012 Notes;

• are effectively subordinated to all Secured Indebtedness of the Company, including Indebtedness under our Senior Credit Facilities, to the extent of the collateral securing such Indebtedness;

• are structurally subordinated to all existing and future Indebtedness and claims of holders of Preferred Stock of Subsidiaries of the Company that do not guarantee the Senior Notes;

• rank senior in right of payment to all existing and future Subordinated Indebtedness of the Company;

• are guaranteed on a senior unsecured basis by the Guarantors that guarantee our Senior Credit Facilities; and

• are subject to registration with the SEC pursuant to the Registration Rights Agreement.

The Guarantee of each Guarantor:

• is a senior obligation of such Guarantor;

• ranks pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, including its guarantee under our Senior Credit Facilities;

• is effectively subordinated to all Secured Indebtedness of such Guarantor, including its guarantee under our Senior Credit Facilities, to the extent of the collateral securing such Indebtedness;

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• is structurally subordinated to all existing and future Indebtedness and claims of holders of Preferred Stock of Subsidiaries of such Guarantor that do not guarantee the Senior Notes;

• ranks senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and

• is subject to registration with the SEC pursuant to the Registration Rights Agreement.

The Existing 2012 Notes are not guaranteed by any of our Subsidiaries or secured by any assets.

Principal, maturity and interest

The Company issued $1,780.0 million in aggregate principal amount of Senior Notes, of which $1,280.0 million in aggregate principal amount is at a fixed rate (the “Fixed Rate Notes”) and $500.0 million in aggregate principal amount is at a floating rate (the “Floating Rate Notes” and, together with the Fixed Rate Notes offered in the original offering of the Notes, the “Senior Notes”). The Company may issue additional Fixed Rate Notes and/or Floating Rate Notes under the Indenture from time to time subject to the covenant described below under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” (the “Additional Senior Notes”). The Fixed Rate Notes and the Floating Rate Notes are each a separate series of Senior Notes but are, together with any Additional Senior Notes subsequently issued under the Indenture, treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase (except in the limited circumstances set forth below under “Amendment, supplement and waiver”). Unless the context requires otherwise, references to “Senior Notes” for all purposes of the Indenture and this “Description of senior notes” include any Additional Senior Notes that are actually issued.

Fixed Rate Notes

Interest on the Fixed Rate Notes accrues at the rate of 8.50% per annum and is payable semi-annually in arrears on February 1 and August 1, commencing on August 1, 2007, to the Holders of Fixed Rate Notes of record on the immediately preceding January 15 and July 15. Interest on the Fixed Rate Notes accrues from the most recent date to which interest has been paid with respect thereto or, if no interest has been paid with respect thereto, from and including the Issue Date. Interest on the Fixed Rate Notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

Floating Rate Notes

The Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to LIBOR plus 3.50%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee. Interest on the Floating Rate Notes is payable quarterly in arrears on February 1, May 1, August 1 and November 1, commencing on May 1, 2007, to the Holders of Floating Rate Notes of record on the immediately preceding January 15, April 15, July 15 and October 15. Interest on the Floating Rate Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date.

Set forth below is a summary of certain of the defined terms used in the Indenture relating solely to the Floating Rate Notes.

“Determination Date,” with respect to an Interest Period, will be the second London Banking Day preceding the first day of the Interest Period.

“Interest Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include April 30, 2007.

“LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period beginning on the second London Banking Day after the

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Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent (in consultation with the Company), to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such offered quotations are so provided, LIBOR for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent (in consultation with the Company), to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in United States dollars to leading European banks for a three-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, LIBOR for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided, then LIBOR for the Interest Period will be LIBOR in effect with respect to the immediately preceding Interest Period.

“London Banking Day” is any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Representative Amount” means a principal amount of not less than U.S.$1,000,000 for a single transaction in the relevant market at the relevant time.

“Telerate Page 3750” means the display designated as “Page 3750” on the Moneyline Telerate service (or such other page as may replace Page 3750 on that service).

The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes. The amount of interest to be paid on the Floating Rate Notes for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period.

All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by applicable law.

Maturity and payments

The Senior Notes will mature on February 1, 2015. Additional Interest may accrue on the Senior Notes in certain circumstances pursuant to the Registration Rights Agreement as described under “Exchange offer; registration rights.” All references in the Senior Indenture and this “Description of senior notes,” in any context, to any interest or other amount payable on or with respect to the Senior Notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement.

Principal of, premium, if any, and interest on the Senior Notes will be payable at the office or agency of the Company maintained for such purpose within the The State of New York or, at the option of the Company, payments of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Senior

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Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. The Senior Notes were issued in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

Guarantees

Each direct and indirect Restricted Subsidiary of the Company that is a Domestic Subsidiary and that guarantees the obligations of the Company under the Company’s Senior Credit Facilities will jointly and severally, fully and unconditionally guarantee, as primary obligors and not merely as sureties, on a senior unsecured basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Company under the Indenture and the Senior Notes, whether for payment of principal of, or interest on or Additional Interest in respect of the Senior Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture. None of our Restricted Subsidiaries that are Foreign Subsidiaries or any Receivables Subsidiary or Business Securitization Subsidiary guarantee the Senior Notes. Each Guarantee is a general unsecured senior obligation of the applicable Guarantor, and ranks pari passu in right of payment with all existing and any future Senior Indebtedness of such Guarantor, is effectively subordinated to all Secured Indebtedness of such Guarantor to the extent of the collateral securing such Indebtedness, and ranks senior in right of payment to all existing and any future Subordinated Indebtedness of such Guarantor. The Senior Notes are structurally subordinated to Indebtedness of Subsidiaries of the Company that do not guarantee the Senior Notes. See also “Brief description of the Senior Notes and the Guarantees.”

Each Guarantee contains a provision intended to limit the Guarantor’s liability thereunder to the maximum amount that it could incur without causing the incurrence of obligations under its Guarantee to be a fraudulent transfer. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the Guarantor’s obligation to an amount that effectively makes its Guarantee worthless. See “Risk factors—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.”

Each Guarantor may consolidate with or merge into or sell all or substantially all its assets to (A) the Company or another Guarantor without limitation or (B) any other Person upon the terms and conditions set forth in the Indenture. See “Certain covenants—Merger, consolidation or sale of all or substantially all assets.”

The Guarantee of a Guarantor will automatically and unconditionally be released and discharged upon:

(1) (a) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which such Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of such Guarantor (other than a sale, disposition or other transfer to a Restricted Subsidiary) if such sale, disposition or other transfer is made in compliance with the applicable provisions of the Indenture;

(b) the designation by the Company of such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture as described under “Certain covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary”;

(c) the release or discharge of such Guarantor from its guarantee of Indebtedness under the Senior Credit Facilities or the guarantee that resulted in the obligation of such Guarantor to guarantee the Senior Notes, in each case, if such Guarantor would not then otherwise be required to guarantee the Senior Notes pursuant to the covenant described under “Certain covenants—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries,” (treating any guarantees of such Guarantor that remain outstanding as incurred at least 30 days prior to such release) except, in each case, a release or discharge by, or as a result of, payment under such guarantee or payment in full of the Indebtedness under the Senior Credit Facilities; or

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(d) the exercise by the Company of its legal defeasance option or its covenant defeasance option, as described under “Legal Defeasance and Covenant Defeasance” or if the Company’s obligations under the Indenture are discharged in accordance with the terms of the Indenture;

(2) in the case of clause (1)(a) above, the release of such Guarantor from its guarantee, if any, of and all pledges and security, if any, granted in connection with, the Senior Credit Facilities and any other Indebtedness of the Company or any Restricted Subsidiary; and

(3) such Guarantor delivering to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

Senior Secured Indebtedness versus Senior Notes

Payments of principal of, and premium, if any, and interest on the Senior Notes and the payment of any Guarantee rank pari passu in right of payment to all Senior Indebtedness of the Company and the Guarantors, including the obligations of the Company and, to the extent applicable, the Guarantors under the Senior Credit Facilities and the Existing 2012 Notes. However, the Senior Notes are effectively subordinated in right of payment to all of the Company’s and the Guarantors’ existing and future Secured Indebtedness (including Indebtedness under the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness.

As of March 30, 2007:

(1) the Company’s Senior Indebtedness (excluding unused commitments and the fair value adjustment related to purchase accounting) was approximately $6,218.7 million, of which $4,188.7 million, consisting principally of Indebtedness under the Senior Credit Facilities, was Secured Indebtedness;

(2) the Guarantors’ Senior Indebtedness (excluding unused commitments and the fair value adjustment related to purchase accounting) was approximately $6,210.2 million in the aggregate, of which $4,180.2 million, consisting principally of their respective guarantees of Senior Indebtedness of the Company under the Senior Credit Facilities, was Secured Indebtedness; and

(3) approximately $238.0 million of funding also was outstanding under our Receivables Facility.

Although the Indenture contains limitations on the amount of additional Senior Indebtedness that the Company and its Restricted Subsidiaries may incur and the amount of additional Secured Indebtedness the Company and the Guarantors may incur, under certain circumstances the amount of such Senior Indebtedness and Secured Indebtedness could be substantial. See “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and “Certain covenants—Liens.”

Liabilities of Subsidiaries versus Senior Notes

The Company conducts a significant portion of its operations through its Subsidiaries. Some of the Company’s Subsidiaries are not guaranteeing the Senior Notes, and Guarantees may be released under certain circumstances, as described under “Guarantees.” In addition, the Company’s future Subsidiaries may not be required to guarantee the Senior Notes. Claims of creditors of such non-guarantor Subsidiaries, including trade creditors and creditors holding indebtedness or guarantees issued by such non-guarantor Subsidiaries, and claims of holders of Preferred Stock of such non-guarantor Subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor Subsidiaries over the claims of the Company’s creditors, including Holders. Accordingly, the Senior Notes are structurally subordinated to claims of creditors (including trade creditors) and holders of Preferred Stock, if any, of such non-guarantor Subsidiaries.

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As of March 30, 2007, the Company’s Subsidiaries (other than the Guarantors) had consolidated liabilities (excluding intercompany liabilities of Subsidiaries that are not Guarantors) of approximately $1,121.0 million, including trade payables and obligations of the Receivables Subsidiary under the Receivables Facility, and consolidated assets (including assets of the Receivables Subsidiary but excluding investments in and advances to Subsidiaries) of $2,195.5 million, which represented 21% of the consolidated assets of the Company and its Subsidiaries. In addition, for the fiscal year ended September 29, 2006, the Company’s Subsidiaries (other than the Guarantors) had consolidated sales of $2,804.0 million, which represented 24% of the consolidated sales of the Company and its Subsidiaries. Our non-Guarantor Subsidiaries consist primarily of the subsidiaries in our FSS-International segment and our Receivables Subsidiary. See “Summary—Our company.” See Note 16 to the Consolidated Financial Statements and Note 17 to the Condensed Consolidated Financial Statements, both included elsewhere in this prospectus, for additional financial information related to our non-guarantor subsidiaries. Although the Senior Indenture generally limits the incurrence of Indebtedness and Preferred Stock by Restricted Subsidiaries, such limitation is subject to a number of significant exceptions. Moreover, the Senior Indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness or Preferred Stock under the Senior Indenture, such as trade payables. See “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.”

Paying agent and registrar for the Senior Notes

The Company will maintain one or more paying agents for the Senior Notes in the Borough of Manhattan, City of New York. The initial paying agent for the Senior Notes is the Trustee.

The Company will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar is the Trustee. The registrar will maintain a register reflecting ownership of the Senior Notes outstanding from time to time and will make payments on and facilitate transfer of Senior Notes on behalf of the Company.

The Company may change the paying agents or the registrars without prior notice to the Holders. The Company or any of its Subsidiaries may act as a paying agent or registrar.

Mandatory redemption; offer to purchase; open market purchases

The Company will not be required to make any mandatory redemption or sinking fund payments with respect to the Senior Notes. However, under certain circumstances, the Company may be required to offer to purchase Senior Notes as described under “Repurchase at the option of Holders.” The Company may from time to time acquire Senior Notes by means other than a redemption, whether by tender offer, in open market purchases, through negotiated transactions or otherwise, in accordance with applicable securities laws.

Optional redemption

Fixed Rate Notes

Except as described below, the Fixed Rate Notes are not redeemable at the Company’s option prior to February 1, 2011. From and after February 1, 2011, the Company may redeem the Fixed Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the applicable redemption date, subject to the right of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 1 of each of the years indicated below:

Year	Percentage
2011	104.250	%
2012	102.125	%
2013 and thereafter	100.000	%

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Prior to February 1, 2010, the Company may, at its option, redeem up to 35% of the sum of the aggregate principal amount of all Fixed Rate Notes (and the principal amount of any Additional Senior Notes that are Fixed Rate Notes) issued under the Indenture at a redemption price equal to 108.500% of the aggregate principal amount thereof, plus accrued and unpaid interest, and Additional Interest, if any, thereon to the redemption date, subject to the right of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that:

• at least 50% of the sum of the aggregate principal amount of Fixed Rate Notes originally issued under the Indenture and any Additional Senior Notes that are Fixed Rate Notes issued under the Indenture after the Issue Date remain outstanding immediately after the occurrence of each such redemption; and

• each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

At any time prior to February 1, 2011, the Company may also redeem all or a part of the Fixed Rate Notes, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date.

Notice of any redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitutes a Change of Control may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control, as the case may be.

Floating Rate Notes

Except as described below, the Company will not be entitled to redeem Floating Rate Notes at its option prior to February 1, 2009.

From and after February 1, 2009 the Company may redeem the Floating Rate Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice at the redemption prices (expressed as percentages of principal amount of the Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, subject to the right of Holders of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 1 of each of the years indicated below:

Year	Percentage
2009	102.000	%
2010	101.000	%
2011 and thereafter	100.000	%

Prior to February 1, 2009 the Company may, at its option, redeem up to 35% of the sum of the aggregate principal amount of Floating Rate Notes (and the principal amount of any Additional Senior Notes that are Floating Rate Notes) issued by it at a redemption price equal to 100% of the aggregate principal amount thereof, plus a premium equal to the rate per annum on the Floating Rate Notes applicable on the date on which notice of redemption is given, plus accrued and unpaid interest thereon and Additional Interest, if any, thereon to the redemption date, subject to the right of Holders of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more Equity Offerings; provided that:

• at least 50% of the sum of the aggregate principal amount of Floating Rate Notes originally issued under the Indenture and the principal amount of any Additional Senior Notes that are Floating Rate

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Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and

• that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

At any time prior to February 1, 2009 the Company may redeem all or a part of the Floating Rate Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Floating Rate Notes, at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date.

Notice of any redemption upon any Equity Offering or in connection with a transaction (or series of related transactions) that constitute a Change of Control may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or Change of Control, as the case may be.

Selection and notice

If the Company is redeeming less than all of either series of Senior Notes at any time, the Trustee will select the Senior Notes of such series to be redeemed (a) if the Senior Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Senior Notes are listed or (b) if such Senior Notes are not so listed, on a pro rata basis to the extent practicable; provided that no Senior Notes of $2,000 or less shall be redeemed in part.

Notices of redemption shall be mailed by first-class mail, postage prepaid, at least 30 days but not more than 60 days before the redemption date to each Holder at such Holder’s registered address, except that notices of redemption may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Senior Notes or a satisfaction and discharge of the Indenture. If any Senior Note is to be redeemed in part only, any notice of redemption that relates to such Senior Note shall state the portion of the principal amount thereof to be redeemed.

A new Senior Note in principal amount equal to the unredeemed portion of any Senior Note redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original Senior Note. Senior Notes called for redemption become due and payable on the date fixed for redemption. On and after the redemption date, unless the Company defaults in the redemption payment, interest shall cease to accrue on the Senior Note or portions thereof called for redemption.

Repurchase at the option of Holders

Change of Control

If a Change of Control occurs, unless the Company has previously or concurrently mailed a redemption notice with respect to all outstanding Senior Notes as described under “Optional redemption,” the Company will make an offer to purchase all of the Senior Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Company will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register with a copy to the Trustee or otherwise in accordance with the procedures of DTC, with the following information:

(1) a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and all Senior Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Company;

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(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) any Senior Note not properly tendered will remain outstanding and continue to accrue interest;

(4) unless the Company defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender such Senior Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Senior Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) Holders will be entitled to withdraw their tendered Senior Notes and their election to require the Company to purchase such Senior Notes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Senior Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Senior Notes and its election to have such Senior Notes purchased; and

(7) Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess of $2,000.

While the Senior Notes are in global form and the Company makes an offer to purchase all of the Senior Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Senior Notes through the facilities of DTC, subject to its rules and regulations.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Senior Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Company will, to the extent permitted by law,

(1) accept for payment all Senior Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Senior Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Senior Notes so accepted together with an Officers’ Certificate stating that such Senior Notes or portions thereof have been tendered to and purchased by the Company.

The paying agent will promptly mail to each Holder the Change of Control Payment for such Senior Notes, and the Trustee will promptly authenticate and mail to each Holder a new Senior Note equal in principal amount to any unpurchased portion of the Senior Notes surrendered, if any; provided that each such new Senior Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Senior Credit Facilities prohibit (subject to limited exceptions), and future credit agreements or other agreements to which the Company becomes a party may prohibit, the Company from purchasing any Senior

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Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing the Senior Notes, the Company could seek the consent of their lenders and noteholders to permit the purchase of the Senior Notes or could attempt to refinance the borrowings and notes that contain such prohibition. If the Company does not obtain such consent or repay such borrowings or notes, the Company will remain prohibited from purchasing the Senior Notes. In such case, the Company’s failure to purchase tendered Senior Notes would constitute an Event of Default under the Indenture.

The Senior Credit Facilities provide that certain change of control events with respect to the Company (including a Change of Control under the Indenture) would constitute a default thereunder. If the Company experiences a change of control that triggers a default under the Senior Credit Facilities or cross-defaults under any other Indebtedness or the Receivables Facility, the Company could seek a waiver of such defaults or seek to refinance the Indebtedness outstanding under the Senior Credit Facilities and such other Indebtedness. In the event the Company does not obtain such a waiver or refinance the Indebtedness outstanding under the Senior Credit Facilities and such other Indebtedness, such defaults could result in amounts outstanding under the Senior Credit Facilities and such other Indebtedness being declared due and payable and cause the Receivables Facility and any Business Securitization Facility to be wound down. The Company’s ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by its then existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Senior Notes validly tendered and not withdrawn under such Change of Control Offer. A Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The Change of Control purchase feature of the Senior Notes may in certain circumstances make more difficult or discourage a sale or takeover of the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Company and the Initial Purchasers. We have no current intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenant described under “Certain Covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.” Such restrictions can be waived with the consent of the holders of a majority in principal amount of the Senior Notes then outstanding. Except for the limitations contained in such covenant, however, the Indenture will not contain any covenants or provisions that may afford Holders protection in the event of a highly leveraged transaction.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Company to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Company to make an offer to repurchase the Senior Notes as described above.

The provisions under the Indenture relating to the Company’s obligation to make an offer to repurchase the Senior Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Senior Notes.

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Asset Sales

The Indenture provides that the Company will not, and will not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale, unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on the most recent consolidated balance sheet of the Company or in the footnotes thereto) of the Company or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Senior Notes, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which the Company or such Restricted Subsidiary has been validly released by all creditors,

(b) any securities, notes or other obligations or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $300.0 million and (y) 3.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 450 days after any of the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may, at its option, apply the Net Proceeds from such Asset Sale:

(1) to permanently reduce:

(x) Obligations under any Senior Indebtedness of the Company or any Guarantor (other than Obligations owed to the Company or a Restricted Subsidiary) and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto; provided that if the Company or any Restricted Subsidiary shall so reduce Obligations under any Senior Indebtedness that is not secured by a Lien permitted by the Indenture, the Company or such Guarantor will, equally and ratably, reduce Obligations under the Senior Notes by, at its option, (A) redeeming Senior Notes, (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Senior Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest and Additional Interest, if any, on the principal amount of Senior Notes to be repurchased or (C) purchasing Senior Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with the Indenture and applicable securities law; or

(y) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; or

(2) to make (a) an investment in any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted

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Subsidiary, (b) an investment in properties, (c) capital expenditures and (d) acquisitions of other assets, that in each of (a), (b), (c) and (d), are used or useful in the business of the Company and in Restricted Subsidiaries or replace the businesses, properties and assets that are the subject of such Asset Sale.

Any Net Proceeds from the Asset Sale that are not invested or applied in accordance with the preceding paragraph within 450 days from the date of the receipt of such Net Proceeds will be deemed to constitute “Excess Proceeds”; provided that if during such 450-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) of the immediately preceding paragraph after such 450^th day, such 450-day period will be extended with respect to the amount of Net Proceeds so committed until such Net Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement). When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company shall make an offer to all Holders and, if required by the terms of any Senior Indebtedness, to the holders of such Senior Indebtedness (other than with respect to Hedging Obligations) (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of Senior Notes and such Senior Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Company will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days or with respect to Excess Proceeds of $100.0 million or less.

To the extent that the aggregate amount of Senior Notes and such Senior Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of Senior Notes or the Senior Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Company shall select or cause to be selected the Senior Notes and such Senior Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Senior Notes or such Senior Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds related to such Asset Sale Offer shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the Company or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Senior Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities limit (in each case, subject to limited exceptions), and future credit agreements or other agreements to which the Company becomes a party may limit or prohibit, the Company from purchasing any Senior Notes as a result of an Asset Sale Offer. In the event the Company is required to make an Asset Sale Offer at a time when the Company is prohibited from purchasing the Senior Notes, the Company could seek the consent of its lenders to permit the purchase of the Senior Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the Senior Notes. In such case, the Company’s failure to purchase tendered Senior Notes would constitute an Event of Default under the Indenture.

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The provisions under the Indenture relative to the Company’s obligation to make an offer to repurchase the Senior Notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the Senior Notes.

Certain covenants

Set forth below are summaries of certain covenants contained in the Indenture. During any period of time that (i) the Senior Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”) then, the covenants specifically listed under the following captions in this “Description of senior notes” section of this prospectus are not applicable to the Senior Notes (collectively, the “Suspended Covenants”):

(1) “Repurchase at the option of Holders—Asset Sales”;

(2) “—Limitation on Restricted Payments”;

(3) “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, consolidation or sale of all or substantially all assets”;

(5) “—Transactions with Affiliates”;

(6) “—Dividend and other payment restrictions affecting Restricted Subsidiaries”;

(7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”; and

(8) “—Limitation on line of business.”

During any period that the foregoing covenants have been suspended, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.”

If and while the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Senior Notes will be entitled to substantially less covenant protection. In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Senior Notes below an Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under the Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this description as the “Suspension Period.” The Guarantees of the Subsidiary Guarantors will be suspended during the Suspension Period. Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset to zero.

In addition, during any Suspension Period, the Company and the Restricted Subsidiaries will not be subject to the covenant described under “Repurchase at the option of Holders—Change of Control”; provided that for purposes of determining the applicability of this covenant, the Reversion Date shall be defined as the date that (a) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Senior Notes below an Investment Grade Rating and/or (b) the Company or any of its Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Senior Notes below an Investment Grade Rating. On and after the Reversion Date as defined with respect to the covenant described under “Repurchase at the option of Holders—

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Change of Control,” the Company and the Restricted Subsidiaries will thereafter again be subject to the such covenant under the Indenture, including, without limitation, with respect to a proposed transaction described in clause (b) above.

Notwithstanding the foregoing, in the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under the Indenture with respect to the Senior Notes; provided that (1) with respect to Restricted Payments made after such reinstatement, the amount of Restricted Payments made will be calculated as though the covenant described above under the caption “Certain covenants—Limitation on Restricted Payments” had been in effect prior to, but not during, the Suspension Period; and (2) all Indebtedness incurred, or Disqualified Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (e) of the second paragraph of “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock.” In addition, for purposes of clause (3) of the first paragraph under the caption “—Limitation on Restricted Payments,” all events set forth in such clause (3) occurring during a Suspension Period shall be disregarded for purposes of determining the amount of Restricted Payments the Company or any Restricted Subsidiary is permitted to make pursuant to such clause (3).

There can be no assurance that the Senior Notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Restricted Payments

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation, other than:

(A) dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(x) Indebtedness permitted under clauses (i) and (j) of the covenant described under “—Limitations on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; or

(y) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above (other than any exception thereto) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(a) no Default shall have occurred and be continuing or would occur as a consequence thereof;

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(b) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; and

(c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and the Restricted Subsidiaries after the Issue Date pursuant to the first paragraph of this covenant or clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (6)(C), (8) and (12) of the next succeeding paragraph (and excluding, for the avoidance of doubt, all other Restricted Payments made pursuant to the next succeeding paragraph), is less than the sum, without duplication, of:

(1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from December 30, 2006 to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(2) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received by the Company after the Issue Date (less the amount of such net cash proceeds to the extent such amount has been relied upon to permit the incurrence of Indebtedness, or issuance of Disqualified Stock or Preferred Stock pursuant to clause (v)(ii) of the second paragraph of “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”) from the issue or sale, in each case after the Issue Date, of:

(x) (I) Equity Interests of the Company, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Company, of marketable securities or other property received from the sale of:

(A) Equity Interests to any future, current or former employees, directors, managers or consultants of the Company, any direct or indirect parent company of the Company or any of the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(B) Designated Preferred Stock; and

(II) to the extent net cash proceeds are actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph), or

(y) debt securities of the Company that have been converted into or exchanged for such Equity Interests of the Company;

provided that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests of the Company or convertible debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, (c) Disqualified Stock or debt securities that have been converted into or exchanged for Disqualified Stock or (d) Excluded Contributions; plus

(3) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property contributed to the capital of the Company after the Issue Date other than the amount of such net cash proceeds to the extent such amount (i) has been relied upon to permit the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock pursuant to clause (v)(ii) of the second paragraph of “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” (ii) are contributed by a Restricted Subsidiary and (iii) any Excluded Contributions; plus

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(4) to the extent not already included in Consolidated Net Income, 100% of the aggregate amount received by the Company or a Restricted Subsidiary in cash and the fair market value, as determined in good faith by the Company, of marketable securities or other property received after the Issue Date by means of:

(A) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or any Restricted Subsidiary and repurchases and redemptions of such Restricted Investments from the Company or any Restricted Subsidiary and repayments of loans or advances that constitute Restricted Investments by the Company or any Restricted Subsidiary; or

(B) the sale (other than to the Company or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or a distribution or dividend from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (9) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment); plus

(5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Company in good faith (or if such fair market value exceeds $150.0 million, in writing by an Independent Financial Advisor), at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (9) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness of the Company or any Equity Interests of any direct or indirect parent company of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company or any direct or indirect parent company of the Company to the extent contributed to the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

(3) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company or a Guarantor made in exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of such Person that is incurred in compliance with the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” so long as:

(A) the principal amount of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

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(B) such new Indebtedness is subordinated to the Senior Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so defeased, redeemed, repurchased, acquired or retired;

(C) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired; and

(D) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so defeased, redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company or any of its direct or indirect parent companies held by any future, current or former employee, director, manager or consultant (or their Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors of the Company (or the Compensation Committee thereof), in each case pursuant to any stockholders’ agreement, management equity plan or stock incentive plan or any other management or employee benefit plan or agreement; provided that the aggregate Restricted Payments made under this clause (4) do not exceed $40.0 million in the first fiscal year following the Issue Date (which amount shall be increased by $5.0 million each fiscal year thereafter and, if applicable, will be increased to $60.0 million following the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent entity of the Company) (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum (without giving effect to the following proviso) of $60.0 million in any fiscal year (which amount shall be increased to $100.0 million following the consummation of an underwritten public Equity Offering by the Company or any direct or indirect parent entity of the Company); provided, further, that such amount in any fiscal year may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent companies, in each case to members of management, directors, managers or consultants (or their Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph; plus

(B) the cash proceeds of key man life insurance policies received by the Company and the Restricted Subsidiaries after the Issue Date; less

(C) the amount of any Restricted Payments made in any prior fiscal year pursuant to clauses (A) and (B) of this clause (4);

and provided, further, that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from members of management, directors, managers or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued in accordance with the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(6) (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

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(B) the declaration and payment of dividends to a direct or indirect parent company of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent company issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or

(C) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and the Restricted Subsidiaries on a consolidated basis would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(8) the declaration and payment of dividends on the Company’s common stock following the first public offering of the Company’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to the Company in or from any such public offering, other than public offerings with respect to the Company’s common stock registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9) Restricted Payments that are made with Excluded Contributions;

(10) the declaration and payment of dividends by the Company to, or the making of loans to, its direct or indirect parent company in amounts required for the Company’s direct or indirect parent companies to pay, in each case without duplication:

(A) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(B) foreign, federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries;

(D) general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries; and

(E) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Company;

(11) any Restricted Payments made as part of the Transactions and the fees and expenses related thereto, including those owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

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(12) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to provisions similar to those described under “—Repurchase at the option of Holders—Change of Control” and “—Repurchase at the option of Holders—Asset Sales”; provided that, prior to such repurchase, redemption or other acquisition, the Company (or a third party to the extent permitted by the Indenture) shall have made a Change of Control Offer or Asset Sale Offer, as the case may be, with respect to the Senior Notes and shall have repurchased all Senior Notes validly tendered and not withdrawn in connection with such Change of Control Offer or Asset Sale Offer;

(13) payments made or expected to be made by the Company or any Restricted Subsidiary in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or their respective estates, investment funds, investment vehicles or Immediate Family Members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(14) distributions or payments of Receivables Fees and Business Securitization Fees;

(15) the distribution, as a dividend or otherwise (and the declaration of such dividend), of shares of Equity Interests of, or Indebtedness owed to the Company or a Restricted Subsidiary by, any Unrestricted Subsidiary (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(16) other Restricted Payments in an amount which, when taken together with all other Restricted Payments made pursuant to this clause (16), does not exceed the greater of (x) $200.0 million and (y) 2% of Total Assets; and

(17) Restricted Payments in an amount equal to any reduction in taxes actually realized by the Company and its Restricted Subsidiaries in the form of refunds or credits or from deductions when applied to offset income or gain as a direct result of (i) transaction fees and expenses, (ii) commitment and other financing fees or (iii) severance, change in control and other compensation expense incurred in connection with the exercise, repurchase, rollover or payout of stock options or bonuses, in each case in connection with the Transactions;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (8), (15), (16) and (17) no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Company’s Subsidiaries were Restricted Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate paragraph of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clauses (9) or (16), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), and the Company will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Company

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may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock or issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for the Company’s and its Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing and clauses (p), (s) and (v)(i) below, in each case by Restricted Subsidiaries that are not Guarantors shall not exceed $500.0 million at any one time outstanding.

The foregoing limitations will not apply to any of the following items (collectively, “Permitted Debt”):

(a) Indebtedness incurred under (x) Senior Credit Facilities by the Company or any Restricted Subsidiary and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) and (y) any Business Securitization Facility by a Business Securitization Subsidiary, up to an aggregate principal amount of $5,510.0 million at any one time outstanding;

(b) [reserved];

(c) the incurrence by the Company and any Guarantor of Indebtedness represented by the Senior Notes (including any Guarantees thereof) and the exchange notes and related exchange guarantees to be issued in exchange for the Senior Notes and the Guarantees pursuant to the Registration Rights Agreement (other than any Additional Senior Notes, but including exchange notes and related exchange guarantees to be issued in exchange for Additional Senior Notes otherwise permitted to be incurred hereunder pursuant to a registration rights agreement);

(d) [reserved]

(e) Existing Indebtedness (other than Indebtedness described in clauses (a) and (c)) including the Existing 2012 Notes, the Existing Other Notes and in each case the guarantee of the Company in respect thereof;

(f) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Company or any of the Restricted Subsidiaries, to finance the development, construction, purchase, lease (other than the lease, pursuant to Sale and Lease Back Transactions, of property (real or personal), equipment or other fixed or capital assets owned by the Company or any Restricted Subsidiary as of the Issue Date or acquired by the Company or any Restricted Subsidiary after the Issue Date in exchange for, or with the proceeds of the sale of, such assets owned by the Company or any Restricted Subsidiary as of the Issue Date), repairs, additions or improvement of property (real or personal), equipment or other fixed or capital assets, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; provided that the aggregate amount of Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (f) when aggregated with then outstanding amount of Indebtedness under clause (o) incurred to refinance Indebtedness initially incurred in reliance on this clause (f) does not exceed the greater of (x) $250.0 million and (y) 2.5% of Total Assets at any one time outstanding;

(g) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided that upon the drawing of such letters of

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credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(h) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided that

(1) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (h)(1)); and

(2) the maximum assumable liability in respect of all such Indebtedness (other than for those indemnification obligations that are not customarily subject to a cap) shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(i) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Senior Notes; provided, further, that that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(j) Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided, further, that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause;

(k) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of such shares of Preferred Stock not permitted by this clause;

(l) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting: (A) interest rate risk with respect to any Indebtedness that is permitted by the terms of the Indenture to be outstanding, (B) exchange rate risk or (C) commodity pricing risk;

(m) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(n) (x) any guarantee by the Company or a Restricted Subsidiary of Indebtedness or other Obligations of any Restricted Subsidiary, so long as in the case of any guarantee of Indebtedness, the incurrence of such Indebtedness is permitted under the terms of the Indenture (other than the Existing 2012 Notes or any Refinancing Indebtedness in respect thereof) or (y) any guarantee by a Restricted Subsidiary of Indebtedness of the Company permitted to be incurred under the terms of the Indenture; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(o) the incurrence or issuance by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock that serves to extend, replace, refund, refinance, renew or defease any

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Indebtedness, Disqualified Stock or Preferred Stock of the Company or any Restricted Subsidiary incurred as permitted under the first paragraph of this covenant and clauses (c), (d), (e) and (f) above, this clause (o) and clauses (p) and (v)(ii) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so extend, replace, refund, refinance, renew or defease such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums) and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased;

(2) to the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Indebtedness subordinated to the Senior Notes or any Guarantee, such Refinancing Indebtedness is subordinated to the Senior Notes or such Guarantee at least to the same extent as the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively; and

(3) shall not include:

(x) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company;

(y) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(z) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that this clause (o) will not apply to the Existing Other Notes; provided further that any incurrence of Indebtedness (including Acquired Indebtedness) or issuance of Disqualified Stock or Preferred Stock by a Restricted Subsidiary that is not a Guarantor pursuant to this clause (o) that refinances Indebtedness (including Acquired Indebtedness), Disqualified Stock or Preferred Stock initially incurred or issued and outstanding under clauses (p), (s) or (v)(i) shall be subject to the proviso of section (p), (s) or (v)(i), as the case may be;

(p) Indebtedness, Disqualified Stock or Preferred Stock (x) of the Company or any Restricted Subsidiary incurred to finance the acquisition of any Person or assets or (y) of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that either:

(1) after giving effect to such acquisition or merger, either

(A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant; or

(B) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiaries on a consolidated basis is greater than immediately prior to such acquisition or merger; or

(2) such Indebtedness, Disqualified Stock or Preferred Stock (A) is not Secured Indebtedness and is Subordinated Indebtedness with subordination terms no more favorable to the holders thereof than subordination terms that are customarily obtained in connection with “high yield” senior subordinated notes issuances at the time of incurrence, (B) is not incurred while a Default exists and no Default shall result therefrom, (C) does not mature (and is not mandatorily redeemable in the case of Disqualified Stock or Preferred Stock) and does not require any payment of principal prior to the final maturity of the

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Senior Notes and (D) in the case of subclause (y) above only, is not incurred in contemplation of such acquisition or merger; provided that together with amounts incurred and outstanding pursuant to the second proviso to the first paragraph of this covenant and clauses (s) and (v)(i), no more than $500.0 million of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries that are not Guarantors pursuant to this clause (p) shall be incurred and outstanding;

(q) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within ten (10) Business Days of its incurrence;

(r) Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(s) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition or minority investments in any non-wholly owned Restricted Subsidiary which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (s) and then outstanding, does not exceed the greater of (x) $250.0 million or (y) 2.5% of Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (s) shall cease to be deemed incurred or outstanding for purposes of this clause (s) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (s)); provided that together with amounts incurred and outstanding pursuant to the second proviso to the first paragraph of this covenant and clauses (p) and (v)(i), no more than $500.0 million of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries that are not Guarantors pursuant to this clause (s) shall be incurred and outstanding;

(t) Indebtedness incurred by a Foreign Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (t) and then outstanding, does not exceed the greater of (x) $60.0 million and (y) 5.0% of Foreign Subsidiary Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (t) shall cease to be deemed incurred or outstanding for purposes of this clause (t) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (t));

(u) Indebtedness, Disqualified Stock or Preferred Stock issued by the Company or any Restricted Subsidiary to current or former officers, managers, directors and employees thereof, their respective trusts, estates or Immediate Family Members, in each case to finance the purchase or redemption of Equity Interests of the Company or any direct or indirect parent company of the Company to the extent described in clause (4) of the second paragraph under “—Limitation on Restricted Payments”;

(v) Indebtedness and Disqualified Stock of the Company and Indebtedness, Disqualified Stock and Preferred Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (v) and then outstanding, does not at any one time outstanding exceed the sum of:

(i) the greater of (x) $250.0 million and (y) 2.5% of Total Assets (it being understood that any Indebtedness, Disqualified Stock and Preferred Stock incurred pursuant to this clause (v)(i) shall cease to

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be deemed incurred or outstanding for purposes of this clause (v)(i) but shall be deemed incurred pursuant to the first paragraph of this covenant from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock pursuant to the first paragraph of this covenant without reliance on this clause (v)(i)); provided that together with amounts incurred and outstanding pursuant to the second proviso to the first paragraph of this covenant and clauses (p) and (s), no more than $500.0 million of Indebtedness (excluding Acquired Indebtedness not incurred in connection with or in contemplation of the applicable merger, acquisition or other similar transaction), Disqualified Stock or Preferred Stock at any one time outstanding and incurred by Restricted Subsidiaries that are not Guarantors pursuant to this clause (v)(i) shall be incurred and outstanding; plus

(ii) 200% of the net cash proceeds received by the Company since after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (c)(2) and (c)(3) of the first paragraph of the covenant described under “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of the covenant described under “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (c) of the definition thereof).

(w) Attributable Debt incurred by the Company or any Restricted Subsidiary pursuant to Sale and Lease Back Transactions of property (real or personal), equipment or other fixed or capital assets owned by the Company or any Restricted Subsidiary as of the Issue Date or acquired by the Company or any Restricted Subsidiary after the Issue Date in exchange for, or with the proceeds of the sale of, such assets owned by the Company or any Restricted Subsidiary as of the Issue Date, provided that the aggregate amount of Attributable Debt incurred under this clause (w) does not exceed the greater of (x) $150.0 million and (y) 1.5% of Total Assets; and

(x) Indebtedness incurred by any Foreign Subsidiary of ARAMARK (BVI) Limited (or any successor thereto) related to the Company’s Chilean operations, including, without limitation, Central de Restaurantes ARAMARK Ltda. not to exceed $25.0 million at any one time outstanding.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (x) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, will classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one or more of the above clauses at such time; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date will be deemed to have been incurred on such date in reliance on the exception in clause (a) of the definition of Permitted Debt.

The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance,

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such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased.

The principal amount of any Indebtedness incurred to extend, replace, refund, refinance, renew or defease other Indebtedness, if incurred in a different currency from the Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance.

The Indenture provides that the Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Senior Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Company will not, and will not permit any of the Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness on any asset or property of the Company or any Guarantor now owned or hereafter acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Senior Notes or the applicable Guarantee of a Guarantor, as the case may be, are secured by a Lien on such property or assets that is senior in priority to such Liens; and

(2) in all other cases, the Senior Notes or the applicable Guarantee of a Guarantor, as the case may be, are equally and ratably secured or are secured by a Lien on such assets or property that is senior in priority to such Lien;

provided that any Lien which is granted to secure the Senior Notes under this covenant shall be discharged at the same time as the discharge of the Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the Senior Notes.

Limitation on Sale and Lease-Back Transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any property unless:

(1) the Company or such Restricted Subsidiary would be entitled to (A) incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale and Lease-Back Transaction pursuant to the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and (B) create a Lien on such property securing such Attributable Debt without equally and ratably securing the Senior Notes pursuant to the covenant described under “—Liens”;

(2) the consideration received by the Company or any Restricted Subsidiary in connection with such Sale and Lease-Back Transaction is at least equal to the fair market value (as determined in good faith by the Company) of such property; and

(3) the Company applies the proceeds of such transaction in compliance with the terms described under “Repurchase at the option of Holders—Asset Sales.”

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Merger, consolidation or sale of all or substantially all assets

The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Subsidiaries on a consolidated basis, in one or more related transactions, to any Person unless:

(1) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (the Company or such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under the Indenture and the Senior Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,” or

(B) the Fixed Charge Coverage Ratio for the Successor Company, the Company and the Restricted Subsidiaries on a consolidated basis would be greater than such ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (A)(2) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Senior Notes; and

(6) the Company shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

Subject to certain limitations described in the Indenture, the Successor Company will succeed to, and be substituted for, the Company under the Indenture and the Senior Notes. Notwithstanding the foregoing clauses (3) and (4),

(a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to, the Company, and

(b) the Company may merge with an Affiliate of the Company incorporated solely for the purpose of reincorporating the Company in another state of the United States of America or the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, each Guarantor will not, and the Company will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving

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corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(A) (1) such Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(2) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s Guarantee, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists; and

(4) the Company shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(B) the transaction is made in compliance with the covenant described under “Repurchase at the option of Holders—Asset Sales.”

Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Company.

Notwithstanding the foregoing, the Merger will be permitted without compliance with this “Merger, consolidation or sale of all or substantially all assets” covenant.

For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Transactions with Affiliates

The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and

(b) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above.

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The foregoing provisions will not apply to the following:

(1) transactions between or among the Company or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and the definition of “Permitted Investments”;

(3) [reserved];

(4) the payment of reasonable and customary fees paid to, and indemnities provided for the benefit of, officers, directors, managers, employees or consultants of the Company, any of its direct or indirect parent companies or any Restricted Subsidiary;

(5) payments by the Company or any Restricted Subsidiary to any of the Sponsors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Company in good faith;

(6) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

(7) payments and Indebtedness, Disqualified Stock and Preferred Stock (and cancellation of any thereof) of the Company and its Restricted Subsidiaries to any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or Immediate Family Members) of the Company, any of its subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit, plan or agreement; and (B) any employment agreements, stock option plans and other compensatory arrangements (including, without limitation, the Company’s 2001 and 2005 Stock Unit Retirement Plans (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, managers or consultants (or their respective trusts, estates, investment funds, investment vehicles or Immediate Family Members) that are, in each case, approved by the Company in good faith;

(8) any agreement, instrument or arrangement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company);

(9) the existence of, or the performance by, the Company or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement do not require payments by the Company or any Subsidiary that are materially in excess of those required pursuant to the terms of the original agreement in effect on the Issue Date as reasonably determined in good faith by the Company;

(10) the Transactions, and the payment of all fees and expenses related to the Transactions as disclosed in this prospectus;

(11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Company, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(12) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or their respective estates, investment funds, investment vehicles, spouses or former spouses) of the Company, any of its subsidiaries or any direct or indirect parent company thereof;

(13) sales of (x) accounts receivable, or participations therein, in connection with any Receivables Facility and (y) assets, or participations therein, in connection with any Business Securitization Facility;

(14) investments by the Sponsors and the Co-Investors in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities;

(15) payments to or from, and transactions with, any joint ventures in the ordinary course of business; and

(16) payments by the Company (and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among the Company (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Company, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent of amounts received by the Company or a Restricted Subsidiary from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Company and its Restricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity.

Dividend and other payment restrictions affecting Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary that is not a Guarantor to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(a) (1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(2) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

(b) make loans or advances to the Company or any Restricted Subsidiary; or

(c) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation (including security documents) and Hedging Obligations, the Existing 2012 Notes and the Existing Other Notes;

(2) the Indenture, the Notes and the Guarantees;

(3) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

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(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7) Secured Indebtedness that limits the right of the debtor to dispose of the assets securing such Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” and “—Liens”;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred after the Issue Date pursuant to the provisions of the covenant described under “—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(10) customary provisions in joint venture agreements and other similar agreements;

(11) customary provisions contained in leases or licenses of intellectual property and other agreements entered into in the ordinary course of business;

(12) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables Facilities established after the Issue Date, such restrictions are necessary or advisable, in the good faith determination of the Company, to effect the transactions contemplated under such Receivables Facility;

(13) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase or other agreement to which the Company or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Company or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Company or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary;

(14) restrictions on a Business Securitization Subsidiary created in connection with any Business Securitization Facility; provided that such restrictions apply only to such Business Securitization Subsidiary and are otherwise necessary or advisable, in the good faith determination of the Company, to effect the transactions contemplated under such Business Securitization Facility; and

(15) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (14) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or obligations existing on the Issue Date, any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive with respect to such encumbrances and other restrictions than those contained in such contracts, instruments or obligations as in effect on the Issue Date.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Company will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of

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Indebtedness of the Company or any Guarantor, that is by its express terms subordinated in right of payment to the Senior Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Senior Notes;

(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

(3) such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that:

(a) such Guarantee has been duly executed and authorized; and

(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on line of business

The Indenture provides that the Company and its Restricted Subsidiaries, taken as a whole, will not fundamentally and substantially alter the character of their business, taken as a whole, from the business conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the Issue Date. Notwithstanding the generality of the foregoing, expansion of the professional services provided by the Company and its Restricted Subsidiaries after the Issue Date will not be deemed a fundamental and substantial alteration for purposes of the immediately preceding sentence.

Reports and other information

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Company to file with the SEC (and make available to the Trustee and Holders of the Senior Notes (without exhibits), without cost to any Holder, within 15 days after it files (or is otherwise required to file) them with the SEC) from and after the Issue Date,

(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Company would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

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in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available such information to prospective purchasers of Senior Notes, in addition to providing such information to the Trustee and the Holders of the Senior Notes, in each case within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Senior Notes, the Indenture will permit the Company to satisfy its obligations in this covenant with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC of the exchange offer registration statement or shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the SEC on the Company’s website (or that of any of its parent companies) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information (including a “Management’s discussion and analysis of results of operations and financial condition” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in this prospectus, to the extent filed within the times specified above.

Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its agreements hereunder for purposes of clause (3) under “Events of Default and Remedies” until 120 days after the date any report hereunder is required to be filed with the SEC (or posted on the Company’s website) pursuant to this covenant.

Events of Default and remedies

The following events constitute Events of Default under the Indenture:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of payments of principal of, or premium, if any, on the Senior Notes issued under the Indenture;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Senior Notes issued under the Indenture;

(3) failure by the Company or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the then outstanding Senior Notes issued under the Indenture to comply with any of its agreements (other than a default referred to in clauses (1) and (2) above) in the Indenture or the Senior Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary, other than

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Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Senior Notes, if both:

(A) such default either:

(i) results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods), or

(ii) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments or orders for the payment of money in an aggregate amount exceeding $100.0 million (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage, it being understood for purposes of the Indenture that the issuance of reservation of rights letter will not be considered a denial of coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days;

(6) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or

(7) the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Senior Notes issued under the Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes issued under the Indenture to be due and payable immediately.

Upon the effectiveness of such declaration, such principal of and premium, if any, and interest on the Senior Notes will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding Senior Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from Holders notice of any continuing Default, except a Default relating to the payment of principal of and premium, if any, and interest on the Senior Notes if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the Senior Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of such Senior Notes.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes issued thereunder by notice to the Trustee may, on behalf of the Holders of all of such Senior Notes, waive any existing Default and its consequences under the Indenture, except a continuing Default in the payment of principal of and premium, if any, or interest on any such Senior Notes held by a non-consenting

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Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Senior Notes) shall be annulled, waived and rescinded automatically and without any action by the Trustee or the Holders if, within 20 days after such Event of Default arose,

(x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged,

(y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

(z) the default that is the basis for such Event of Default has been cured.

Except to enforce the right to receive payments of principal of and premium, if any, and interest on the Senior Notes when due, no Holder may pursue any remedy with respect to the Indenture or the Senior Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the then outstanding Senior Notes have requested the Trustee to pursue the remedy;

(3) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the outstanding Senior Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

The Indenture provides that the Company will be required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company will be required, within five Business Days, upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No personal liability of directors, officers, employees and stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor (other than in the case of stockholders of any Guarantor, the Company or another Guarantor) or any of their parent companies shall have any liability for any obligations of the Company or the Guarantors under the Senior Notes, the Guarantees and the Senior Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Senior Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes.

Legal Defeasance and Covenant Defeasance

Most of the obligations of the Company and the Guarantors under the Indenture will terminate and will be released upon payment in full of all of the Senior Notes issued under the Indenture. The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the Senior Notes issued under the Indenture and have each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of Senior Notes issued under the Indenture to receive payments in respect of the principal of, premium, if any, and interest on such Senior Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Company’s obligations with respect to Senior Notes issued under the Indenture concerning issuing temporary notes, registration of such Senior Notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Senior Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Company) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Senior Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Senior Notes issued under the Indenture:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Senior Notes issued under the Indenture on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on the Senior Notes, and the Company must specify whether such Senior Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(A) the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B) since the original issuance of the Senior Notes, there has been a change in the applicable U.S. Federal income tax law,

In either case to the effect that, and based thereon such opinion of counsel in the United States of America shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States of America reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any of the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(6) the Company shall have delivered to the Trustee an opinion of counsel in the United States of America to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any

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applicable U.S. Federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders;

(7) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company, or any Guarantor or others; and

(8) the Company shall have delivered to the Trustee an Officers’ Certificate and an opinion of counsel in the United States of America (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and discharge

The Indenture will be discharged and will cease to be of further effect as to all Senior Notes issued thereunder, when either:

(a) all such Senior Notes theretofore authenticated and delivered, except lost, stolen or destroyed Senior Notes which have been replaced or paid and Senior Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(b) (1) all such Senior Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company and the Company or any Guarantor has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Senior Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be;

(2) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) with respect to the Indenture or the Senior Notes issued thereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, the Senior Credit Facilities or any other agreement or instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Senior Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Transfer and exchange

A Holder may transfer or exchange Senior Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Senior Note selected for redemption. Also, the Company is not required to transfer or exchange any Senior Note for a period of 15 days before a selection of Senior Notes to be redeemed.

The registered Holder of a Senior Note may be treated as the owner of the Senior Note for all purposes.

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Amendment, supplement and waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any related Guarantee and the Senior Notes issued thereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Senior Notes then outstanding and issued under the Indenture, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes, and any existing Default or compliance with any provision of the Indenture or the Senior Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Senior Notes issued under the Indenture, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Senior Notes, in each case other than Senior Notes beneficially owned by the Company or its Affiliates; provided that if any amendment, waiver or other modification will affect only the Fixed Rate Notes or the Floating Rate Notes, only the consent of Holders of at least a majority in principal amount of the then outstanding Fixed Rate Notes or Floating Rate Notes (and not the consent of at least a majority in principal amount of all Senior Notes then outstanding), as the case may be, shall be required.

The Indenture provides that, without the consent of each Holder affected, an amendment or waiver may not, with respect to any Senior Notes issued under the Indenture and held by a non-consenting Holder:

(1) reduce the principal amount of Senior Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Senior Note or alter or waive the provisions with respect to the redemption of the Senior Notes (other than provisions relating to the covenants described above under “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Senior Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Senior Notes issued under the Indenture, except a rescission of acceleration of the Senior Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Senior Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee that cannot be amended or modified without the consent of all Holders;

(5) make any Senior Note payable in money other than that stated in the Senior Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Senior Notes;

(7) make any change in the ranking of the Indenture or the Senior Notes that would adversely affect the Holders;

(8) except as expressly permitted by the Indenture, modify the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders;

(9) make any change in these amendment and waiver provisions; or

(10) impair the right of any Holder to receive payment of principal of, or interest on, such Holder’s Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Senior Notes.

Notwithstanding the foregoing, without the consent of any Holder, the Company, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture, any Guarantee or the Senior Notes:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets and to provide for the assumption of the Company’s, or any Guarantor’s obligations to Holders in connection therewith;

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(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or a Guarantor;

(6) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(7) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;

(8) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(9) to add a Guarantor or other guarantor under the Indenture;

(10) to conform the text of the Indenture, the Guarantees or the Senior Notes to any provision of this “Description of senior notes” to the extent that such provision in this “Description of senior notes” was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Senior Notes; or

(11) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Senior Notes; provided, however, that (a) compliance with the Indenture as so amended would not result in Senior Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Senior Notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture provides that the Holders of a majority in principal amount of the outstanding Senior Notes issued thereunder will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing law

The Indenture, the Senior Notes and any Guarantee are be governed by and construed in accordance with the laws of the State of New York.

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Certain definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other capitalized terms used herein for which no definition is provided. For purposes of the Indenture, unless otherwise specifically indicated, (1) the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person and (2) the term “including” means “including, without limitation.”

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all liquidated damages then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Senior Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Senior Note; and

(2) the excess, if any, of:

(a) the present value at such redemption date of (i) the redemption price of such Senior Note at February 1, 2009 (with respect to any Floating Rate Note) or February 1, 2011 (with respect to any Fixed Rate Note) (each such redemption price being set forth in the table appearing above under the caption “Optional redemption”), plus (ii) all required interest payments due on such Senior Note through February 1, 2009 (with respect to any Floating Rate Note, assuming that the rate of interest on the Floating Rate Notes for the period from the Redemption Date through February 1, 2009 will be equal to the rate of interest on the Floating Rate Notes in effect on the date on which the applicable notice of redemption is given) or February 1, 2011 (with respect to any Fixed Rate Note) (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the Senior Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”); and

(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”),

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in each case, other than:

(a) a disposition of cash, Cash Equivalents or Investment Grade Securities or obsolete or worn-out equipment, vehicles or other similar assets in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the provisions described above under “Certain covenants—Merger, consolidation or sale of all or substantially all assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by the covenant described under “Certain covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary (including through the dissolution of a Restricted Subsidiary);

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986 (or comparable or successor provision), any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) foreclosures on assets;

(j) sales of (x) accounts receivable, or participations therein, in connection with any Receivables Facility and (y) assets, or participations therein, in connection with any Business Securitization Facility;

(k) the unwinding of any Hedging Obligations; and

(l) dispositions of assets in connection with Sale and Lease-Back Transactions to the extent that the Attributable Debt associated therewith outstanding at any one time does not exceed the greater of (x) $150.0 million and (y) 1.5% of Total Assets.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Senior Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided, however, that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the board of directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Resolution” means, with respect to the Company, a duly adopted resolution of the Board of Directors of the Company or any committee thereof.

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“Business Day” means each day that is not a Legal Holiday.

“Business Securitization Facility” means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (a) a Business Securitization Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries and (b) any other Person (in the case of a transfer by a Business Securitization Subsidiary), or may grant a Lien in, any assets (whether now existing or arising in the future) of the Company or any of its Subsidiaries that are customarily granted in connection with asset securitization transactions similar to the Business Securitization Facility entered into; provided that such transaction or series of transactions meets the following conditions: (i) the Board of Directors of the Company shall have determined in good faith that such Business Securitization Facility (including the terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Business Securitization Subsidiary, (ii) all sales of assets to the Business Securitization Subsidiary are made at fair market value (as determined in good faith by the Company), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings, (iv) no portion of the obligations under the Business Securitization Facility (contingent or otherwise) will (x) be incurred or guaranteed by the Company or any Restricted Subsidiary other than a Business Securitization Subsidiary (except for service performance guarantees pursuant to Standard Securitization Undertakings), (y) be recourse to the Company or any Restricted Subsidiary other than a Business Securitization Subsidiary, other than pursuant to Standard Securitization Undertakings or (z) subject any property or asset of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and (v) the aggregate obligations under any Business Securitization Facilities will not exceed $2,000.0 million at any one time outstanding.

“Business Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not the Company or a Restricted Subsidiary in connection with any Business Securitization Facility.

“Business Securitization Repurchase Obligation” means any obligation of the Company or a Restricted Subsidiary that is a seller of assets in a Business Securitization Facility to repurchase the assets it sold thereunder as a result of a beach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Business Securitization Subsidiary” means a Wholly-Owned Subsidiary of the Company which engages in no activities other than in connection with the financing of certain assets of the Company and its Subsidiaries, all proceeds thereof and all rights (continued and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company as a Business Securitization Subsidiary and (a) with which none of the Company or any other Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms that the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company and (b) to which neither the Company nor any other Subsidiary of the Company has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the forgoing conditions.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

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(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1) United States of America dollars,

(2) (a) Canadian dollars;

(b) euro;

(c) yen;

(d) sterling; or

(e) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250.0 million;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of issuance thereof;

(7) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (6) above;

(8) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; and

(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts are converted into one or more of the currencies set forth in clauses (1) and (2) above as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

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“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision), other than the Permitted Holders, in a single transaction or in a series of related transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies.

“Code” means the Internal Revenue Code of 1986, as amended, or any successor statute.

“Co-Investors” means Joseph Neubauer and his Controlled Investment Affiliates.

“Company” has the meaning set forth in the second paragraph under “General”; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Company” shall, unless otherwise expressly stated, be deemed to mean the Board of Directors of the Company when the fair market value of such asset or liability is equal to or in excess of $100.0 million.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(a) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances, (c) noncash interest payments (but excluding any noncash interest expense attributable to the movement in the mark-to-market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness and (f) commissions, discounts, yield and other fees and charges in the nature of interest expense related to any Receivables Facility or Business Securitization Facility, and excluding (i) Additional Interest, (ii) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (iii) any expensing of bridge, commitment and other financing fees and (iv) any redemption premiums paid in connection with the redemption of the Existing Other Notes), plus

(b) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, less

(c) interest income for such period, plus

(d) to the extent that 50% of the EBITDA attributable to SMG (a joint venture of the Company) or AIM Services Co., Ltd. is included in “EBITDA” of the Company and its Restricted Subsidiaries pursuant to clause (3) (c) of the definition thereof, the amount of consolidated interest expense added back to calculate such 50% of EBITDA of SMG (a joint venture of the Company) or AIM Services Co., Ltd., as applicable.

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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided that, without duplication,

(1) any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to severance, relocation, unusual contract terminations, one time compensation charges, warrants or options to purchase Capital Stock of a direct or indirect parent of the Company and the Transactions) shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, in accordance with GAAP,

(3) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

(4) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Company, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period (subject in the case of dividends, distributions or other payments made to a Restricted Subsidiary to the limitations contained in clause (6) below),

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of “Certain covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Company will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) any increase in amortization or depreciation or other noncash charges resulting from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

(8) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, and

(10) any noncash compensation expense resulting from the application of SFAS #123R shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain covenants—Limitation on Restricted Payments” only (other than clause (c)(4) thereof), there shall be excluded from

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Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and the Restricted Subsidiaries, any repayments of loans and advances that constitute Restricted Investments by the Company or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

“Consolidated Secured Debt Ratio” as of any date of determination means the ratio of (a) Consolidated Total Indebtedness of the Company and the Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (b) the consolidated amount of EBITDA of the Company and the Restricted Subsidiaries for the period of the most recently ended consecutive four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Consolidated Total Indebtedness” means, as at any date of determination, an amount equal to the sum (without duplication) of (1) the aggregate amount of all outstanding Indebtedness of the Company and the Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capitalized Lease Obligations, Attributable Debt in respect of Sale and Lease-Back Transactions and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (excluding any undrawn letters of credit), in each case determined on a consolidated basis in accordance with GAAP, (2) the aggregate amount of all outstanding Disqualified Stock of the Company and all Disqualified Stock and Preferred Stock of the Restricted Subsidiaries on a consolidated basis, with the amount of such Disqualified Stock and Preferred Stock equal to the greater of their respective voluntary or involuntary liquidation preferences and Maximum Fixed Repurchase Prices, in each case determined on a consolidated basis in accordance with GAAP, (3) the aggregate outstanding amount of advances relating to any Receivables Facility and (4) the aggregate outstanding amount of advances relating to any Business Securitization Facility.

For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or Preferred Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock as if such Disqualified Stock or Preferred Stock were purchased on any date on which Consolidated Total Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock or Preferred Stock, such fair market value shall be determined reasonably and in good faith by the Company.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (the “primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds:

(A) for the purchase or payment of any such primary obligation, or

(B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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“Controlled Investment Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Company and/or other companies.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Company or any parent company thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock pursuant to an Officers’ Certificate executed by an executive vice president and the principal financial officer of the Company or the applicable parent company thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph under “Certain covenants—Limitation on Restricted Payments.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is convertible or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Capital Stock that is not Disqualified Stock), other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date that is 91 days after the earlier of the maturity date of the Senior Notes and the date the Senior Notes are no longer outstanding; provided that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations; provided, further, that any Capital Stock held by any future, current or former employee, director, manager or consultant (or their respective trusts, estates, investment funds, investment vehicles or Immediate Family Members), of the Company, any of its subsidiaries, any of its direct or indirect parent companies or any other entity in which the Company or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors of the Company (or the Compensation Committee thereof), in each case pursuant to any stockholders’ agreement management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its subsidiaries.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than (i) a Foreign Subsidiary or (ii) a Subsidiary of a Foreign Subsidiary.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period,

(1) increased by (without duplication):

(a) provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted (and not added back) in computing Consolidated Net Income in such period; plus

(b) consolidated Fixed Charges of such Person for such period to the extent the same was deducted (and not added back) in calculating Consolidated Net Income in such period; plus

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(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted (and not added back) in computing Consolidated Net Income in such period; plus

(d) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transactions, in each case, deducted (and not added back) in computing Consolidated Net Income in such period; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in computing Consolidated Net Income in such period, including any one-time costs incurred in connection with (x) acquisitions after the Issue Date or (y) the closing or consolidation of facilities after the Issue Date; plus

(f) any write-offs, write-downs or other noncash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period; plus

(g) the amount of any minority interest expense deducted (and not added back) in calculating Consolidated Net Income for such period; plus

(h) the amount of management, monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) during such period to the Sponsors to the extent permitted under “Certain covenants—Transactions with Affiliates”; plus

(i) the amount of net cost savings projected by the Company in good faith to be realized during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) in connection with the Transactions or any acquisition or disposition by the Company or a Restricted Subsidiary, net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings are reasonably identifiable and factually supportable, (y) such actions are taken within 18 months after the Closing Date or the date of such acquisition or disposition and (z) the aggregate amount of cost savings added pursuant to this clause (i) shall not exceed the greater of (A) an amount equal to 5% of EBITDA of the Company and its Restricted Subsidiaries for the period of four consecutive fiscal quarters most recently ended prior to the determination date (without giving effect to any adjustments pursuant to this clause (i)) and (B) $50.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); plus

(j) any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of issuance of Equity Interests of the Company (other than Disqualified Stock that is Preferred Stock) in each case, solely to the extent that such cash proceeds are excluded from the calculation set forth in clause (c) of the first paragraph under “Certain covenants—Limitation on Restricted Payments”; plus

(k) the amount of expenses or charges reducing Net Income incurred prior to September 30, 2007 in respect of the delayed re-start of operations at New Orleans Convention Center; provided that the Company has not otherwise determined to abandon the recommencement of operations at such facility; plus

(l) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption;

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(2) decreased by (without duplication) noncash gains increasing Consolidated Net Income of such Person for such period, excluding any noncash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition); and

(3) increased (by losses) or decreased (by gains) by (without duplication):

(a) any net noncash gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards #133;

(b) any net noncash gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness; and

(c) 50% of the EBITDA of AIM Services Co., Ltd. and SMG (a joint venture of the Company) (calculated without reference to this clause (3)(c) and including a deduction for any unusual gain on any sales of real estate by such entities consummated prior to the Issue Date).

“EMU” means the economic and monetary union contemplated by the Treaty of the European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies to the extent contributed to the Company (excluding Disqualified Stock), other than

(a) public offerings with respect to the Company’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8;

(b) any such public or private sale that constitutes an Excluded Contribution; and

(c) an issuance to any Subsidiary of the Company.

“euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company after the Issue Date from:

(a) contributions to its common equity capital (other than from the proceeds of Designated Preferred Stock); and

(b) the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an executive vice president and the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause

(c) of the first paragraph under “Certain covenants—Limitation on Restricted Payments.”

“Existing Indebtedness” means Indebtedness of the Company or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.

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“Existing Indenture” means the Indenture dated as of April 8, 2002, by and between ARAMARK Services, Inc. and The Bank of New York, as trustee (as successor trustee to J.P. Morgan Trust Company, N.A.), pursuant to which the Existing 2012 Notes have been issued, as the same may be amended from time to time.

“Existing Other Notes” means the $300.0 million aggregate principal amount of 6.375% Notes due February 2008 issued by the Company, $300.0 million aggregate principal amount of 7.00% Notes due May 2007 issued by the Company and $30.7 million aggregate principal amount of 7.25% Notes due August 2007 issued by the Company, in each case issued pursuant to the indentures applicable thereto.

“Existing 2012 Notes” means the $250,000,000 aggregate principal amount of 5.00% Senior Notes due 2012 issued by ARAMARK Services, Inc. pursuant to the Existing Indenture.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility that has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishing of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period (the “reference period”).

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Company or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the reference period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

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“Fixed Charges” means, with respect to any Person for any period, the sum of:

(a) Consolidated Interest Expense of such Person for such period;

(b) all cash dividend payments or other distributions (excluding items eliminated in consolidation) on any series of Preferred Stock (including any dividends paid to any direct or indirect parent company of the Company in order to permit the payment of dividends by such parent company on its Designated Preferred Stock) during such period; and

(c) all cash dividend payments or other distributions (excluding items eliminated in consolidation) on any series of Disqualified Stock made during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States of America, any state thereof, the District of Columbia, or any territory thereof.

“Foreign Subsidiary Total Assets” means the total amount of all assets of Foreign Subsidiaries of the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of the Company.

“GAAP” means generally accepted accounting principles in the United States of America that are in effect on the Issue Date.

“Government Securities” means securities that are:

(a) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations, and, when used as a verb, shall have a corresponding meaning.

“Guarantee” means the guarantee by any Guarantor of the Company’s Obligations under the Indenture and the Senior Notes.

“Guarantor” means each Restricted Subsidiary of the Company that executes the Senior Indenture as a guarantor on the Issue Date and each other Restricted Subsidiary of the Company that thereafter guarantees the Senior Notes pursuant to the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap

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agreements and currency exchange, interest rate or commodity collar agreements and other agreements or arrangements, in each case designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Holder” means the Person in whose name a Senior Note is registered on the registrar’s books.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Indebtedness” means, with respect to any Person,

(a) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof);

(3) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business; or

(4) representing any Hedging Obligations,

If and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (a) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business;

(c) to the extent not otherwise included, the obligations of the type referred to in clause (a) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such obligations are assumed by such first Person and whether or not such obligations would appear upon the balance sheet of such Person; provided that the amount of such Indebtedness will be the lesser of the fair market value of such asset at the date of determination and the amount of Indebtedness so secured;

(d) Attributable Debt in respect of Sale and Lease-Back Transactions; and

(e) obligations under, or in respect of, any Business Securitization Facility;

provided, however, that notwithstanding the foregoing, Indebtedness will be deemed not to include (A) Contingent Obligations incurred in the ordinary course of business and (B) Obligations under, or in respect of, Receivables Facility.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged and that is independent from the Company and its Affiliates.

“Initial Purchasers” means J.P. Morgan Securities Inc., Goldman, Sachs & Co., Citigroup Global Markets, Inc., Wachovia Capital Markets, LLC, Barclays Capital Inc., Calyon Securities (USA) Inc., NatCity Investments, Inc., HVB Capital Markets, Inc., PNC Capital Markets, LLC, GE Capital Markets, Inc., Rabo Securities USA, Inc., Mitsubishi UFJ Securities International plc, Mizuho International plc and Greenwich Capital Markets, Inc.

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“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the government of the United States of America or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States of America customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (including by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others, but excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(x) the Company’s “Investment” in such Subsidiary at the time of such redesignation, less

(y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

For the avoidance of doubt, a guarantee by a specified Person of the obligations of another Person (the “primary obligor”) shall be deemed to be an Investment by such specified Person in the primary obligor to the extent of such guarantee except that any guarantee by the Company or any Guarantor of the obligations of a primary obligor in favor of the Company or any Guarantor shall be deemed to be an Investment by the Company or any Guarantor in the Company or any Guarantor.

“Issue Date” means January 26, 2007.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not

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filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Stockholders” means the members of management (and their Controlled Investment Affiliates and Immediate Family Members) of the Company (or its direct parent) who are holders of Equity Interests of any direct or indirect parent companies of the Company on the Issue Date or will become holders of such Equity Interests in connection with the Transactions.

“Merger” means the merger of RMK Acquisition Corporation with and into the Company pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger by and among RMK Acquisition Corporation, RMK Finance LLC and ARAMARK Corporation, dated as of August 8, 2006.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness required (other than by clause (1) of the second paragraph of “Repurchase at the option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Notes” means the Senior Notes.

“Obligations” means any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the applicable agreement), premium (if any), guarantees of payment, penalties, fees, indemnifications, reimbursements, expenses, damages and other liabilities payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Senior Notes shall not include fees or indemnification in favor of the Trustee and any other third parties other than the Holders.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements set forth in the Indenture.

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“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person that is not the Company or any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents received must be applied in accordance with the covenant described under “Repurchase at the option of Holders—Asset Sales.”

“Permitted Holders” means each of the Sponsors, the Co-Investors and Management Stockholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsors, the Co-Investors and Management Stockholders, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(a) any Investment in the Company or any Restricted Subsidiary;

(b) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(c) (i) any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Similar Business if as a result of such Investment:

(1) such Person becomes a Restricted Subsidiary of the Company, or

(2) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company, and

(ii) any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(d) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of the covenant described under “Repurchase at the option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(e) any Investment existing on the Issue Date or made pursuant to legally binding written commitments in existence on the Issue Date;

(f) loans and advances to, and guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(g) any Investment acquired by the Company or any Restricted Subsidiary:

(1) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Person in which such other Investment is made or which is the obligor with respect to such accounts receivable,

(2) in satisfaction of judgments against other Persons, or

(3) as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(h) Hedging Obligations permitted under clause (l) of the covenant described in “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(i) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or

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consistent with past practice or to fund such Person’s purchase of Equity Interests of the Company or any direct or indirect parent company thereof under compensation plans approved by the Board of Directors of the Company (or the Compensation Committee thereof) in good faith; provided that to the extent that the net proceeds of any such purchase are made to any direct or indirect parent of the Company, such net proceeds are contributed to the Company;

(j) Investments the payment for which consists of Equity Interests of the Company, or any of its direct or indirect parent companies (exclusive of Disqualified Stock); provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph under the covenant described in “Certain covenants—Limitation on Restricted Payments”;

(k) guarantees of Indebtedness permitted under the covenant described in “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock,” performance guarantees in the ordinary course of business and guarantees of the Company or any Restricted Subsidiary to any employee benefit plan of the Company and its Restricted Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary of any such plan;

(l) any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain covenants—Transactions with Affiliates” (except transactions described in clauses (2), (6) and (11) of such paragraph);

(m) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(n) Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (n) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $500.0 million and (y) 5.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that the aggregate fair market value of Investments (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) in Unrestricted Subsidiaries under this clause (n) shall not exceed the greater of (x) $250.0 million and (y) 2.5% of Total Assets;

(o) Investments relating to a Receivables Facility or a Business Securitization Facility;

(p) Investments in, and solely to the extent contemplated by the organizational documents (as in existence on the Issue Date) of, joint ventures to which the Company or its Restricted Subsidiaries is a party on the Issue Date;

(q) Investments consisting of purchases and acquisition of assets or services in the ordinary course of business; and

(r) Investments made in the ordinary course of business in connection with obtaining, maintaining or renewing client contracts.

“Permitted Liens” means, with respect to any Person:

(1) Liens to secure Indebtedness incurred under clause (a) of the second paragraph of the covenant described under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” (and any related Obligations);

(2) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits to secure bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to

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which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(3) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, in each case, for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens for taxes, assessments or other governmental charges or claims not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(5) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(6) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, in each case, which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(9) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”;

(11) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(12) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(13) Liens arising from financing statement filings under the Uniform Commercial Code or similar state laws regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(14) Liens in favor of the Company or any Guarantor;

(15) Liens on inventory or equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s client at which such inventory or equipment is located;

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(16) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (7), (8) and (9) and the following clause (18); provided that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (7), (8), (9) and the following clause (18) at the time the original Lien became a Permitted Lien under the Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18) Liens securing Indebtedness permitted to be incurred pursuant to clauses (f), (s), (t) and (v)(i) of the second paragraph under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided that (A) Liens securing Indebtedness permitted to be incurred pursuant to clause (s) are solely on acquired property or the assets of the acquired entity, as the case may be, and (B) Liens securing Indebtedness permitted to be incurred pursuant to clause (t) extend only to the assets of Foreign Subsidiaries;

(19) deposits in the ordinary course of business to secure liability to insurance carriers;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and remedies,” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or any comparable or successor provision, on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(23) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those assets that are the subject of such repurchase agreements;

(26) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed the greater of (x) $100.0 million and (y) 1.0% of Total Assets at any one time outstanding;

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(27) Liens securing Hedging Obligations; provided that to the extent any such Hedging Obligation is related to any Indebtedness, such related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligation;

(28) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock”; provided that, at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.50:1.0; and

(29) Liens securing the Senior Notes and the Guarantees.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Company in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Senior Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means the receivables facility established for ARAMARK Receivables, LLC pursuant to the amended and restated Receivables Purchase Agreement dated as of the Issue Date among ARAMARK Receivables, LLC and the other parties thereto, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Company and its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries (other than Receivables Subsidiaries) sells its accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables Facilities.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the Issue Date, among the Company, the Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

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“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard and Poor’s, a division of the McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person in contemplation of such leasing.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the credit facilities provided under the senior secured credit agreement, to be entered into as of the Issue Date, among the Company, the guarantors party thereto, the lenders party thereto in their capacity as lenders and Citibank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, replacements, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that extend, replace, refund, refinance, renew or defease any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain covenants—Limitation on incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock” above).

“Senior Indebtedness” means with respect to any Person:

(1) all Indebtedness of such Person, whether outstanding on the Issue Date or thereafter incurred; and

(2) all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2), the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness or other Obligations are subordinate in right of payment to the Senior Notes or the Guarantee of such Person, as the case may be; provided that Senior Indebtedness shall not include:

(1) any obligation of such Person to the Company or any Subsidiary or to any joint venture in which the Company or any Restricted Subsidiary has an interest;

(2) any liability for Federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors in the ordinary course of business (including guarantees thereof as instruments evidencing such liabilities);

(4) any Indebtedness or other Obligation of such Person that is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person;

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(5) that portion of any Indebtedness that at the time of incurrence is incurred in violation of the Indenture; or

(6) solely for the purpose of the covenant described under “Repurchase at the option of Holders—Asset Sales,” the Existing 2012 Notes.

“Significant Subsidiary” means any Restricted Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

“Similar Business” means any business conducted by the Company and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsors” means GS Capital Partners V Fund, L.P., CCMP Capital Advisors, LLC, J.P. Morgan Partners, LLC, Thomas H. Lee Partners, L.P. and Warburg Pincus LLC and their respective Affiliates.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary of the Company that the Company has determined in good faith to be customary in financings similar to a Business Securitization Facility, including without limitation, those relating to the servicing of the assets of a Business Securitization Subsidiary, it being understood that any Business Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Subordinated Indebtedness” means,

(a) with respect to the Company, any Indebtedness of the Company that is by its terms subordinated in right of payment to the Senior Notes,

(b) with respect to any Guarantor, any Indebtedness of such Guarantor that is by its terms subordinated in right of payment to the Guarantee of such Guarantor, and

(c) solely with respect to the covenant described under “Certain covenants—Restricted Payments,” the Existing Senior Notes.

“Subsidiary” means, with respect to any Person,

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means the total amount of all assets of the Company and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of the Company.

“Transactions” means the Merger, including the payment of the merger consideration in connection therewith, the investment by the Sponsors, members of management and the Co-Investors, the issuance of the

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Notes and the execution of, and borrowings on the Issue Date under, the Senior Credit Facilities and the Receivables Facility, in each case as in effect on the Issue Date, the pledge and security arrangements in connection with the foregoing, the refinancing of certain Indebtedness in connection with the foregoing (including the redemption of the Existing Other Notes) and the related transactions described in this prospectus, in particular as described under the section thereof entitled “The Transactions.”

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 1, 2009 (in the case of Floating Rate Notes) or February 1, 2011 (in the case of Fixed Rate Notes); provided, however, that if the period from the redemption date to February 1, 2009 (in the case of Floating Rate Notes) or February 1, 2011 (in the case of Fixed Rate Notes) is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trustee” means The Bank of New York until a successor replaces it and, thereafter, means the successor.

“Unrestricted Subsidiary” means

(1) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Company, as provided below), and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated); provided that

(a) any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company,

(b) such designation complies with the covenant described under “Certain covenants—Limitation on Restricted Payments,” and

(c) each of:

(1) the Subsidiary to be so designated, and

(2) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default shall have occurred and be continuing and either:

(1) the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(2) the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

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Any such designation by the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of any applicable Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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Registration rights

ARAMARK, the guarantors of the notes and the initial purchasers entered into a registration rights agreement on January 26, 2007. In the registration rights agreement, each of ARAMARK and the guarantors agreed that they would, at their expense, for the benefit of the holders of each series of notes, (i) file one or more registration statements on an appropriate registration form (each, an “exchange offer registration statement”) with respect to a registered offer (each, an “exchange offer”) to exchange each series of notes for new notes guaranteed by the guarantors, on a senior basis, with terms substantially identical in all material respects to the senior fixed rate notes or the senior floating rate notes, as the case may be (the notes so exchanged, the “exchange notes”) (except that the exchange notes will not contain terms with respect to transfer restrictions) and (ii) use their reasonable best efforts to cause each exchange offer registration statement to be declared effective under the Securities Act. Upon an exchange offer registration statement being declared effective, we will offer the applicable exchange notes (and the related guarantees) in exchange for surrender of the applicable series of notes. We will keep each exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the applicable exchange offer is mailed to the holders. For each of the notes surrendered to us pursuant to an exchange offer, the holder who surrendered such note will receive a related exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the note surrendered in exchange therefor or (ii) if the note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such note, from the original issue date of the notes.

Under existing interpretations of the Commission contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the applicable exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the applicable exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the applicable exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of applicable exchange notes and (v) if such holder is a broker-dealer (a “participating broker-dealer”) that will receive exchange notes for its own account in exchange for notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We agreed to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

If (i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, we are not permitted to effect an exchange offer, (ii) an exchange offer is not consummated within 240 days of the original issue date of the notes, (iii) in certain circumstances, certain holders of unregistered exchange notes so request, or (iv) in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of ours within the meaning of the Securities Act), then, in each case, we will (x) promptly deliver to the holders and the applicable trustee written notice thereof and (y) at our sole expense, (a) promptly file a shelf registration statement covering resales of the applicable series of notes and (b) use our reasonable best efforts to keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the notes, (ii) such time as all of the applicable notes have been sold thereunder or (iii) the date upon which all notes covered by such shelf registration statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 (the “shelf registration period”). We will, in the event that a shelf registration statement is

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filed, provide to each holder whose notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the applicable series of notes. A holder that sells notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the applicable registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations).

If (A) we have not exchanged exchange notes for all notes validly tendered in accordance with the terms of an exchange offer on or prior to the 240th day after the original issue date of the notes or (B) if applicable, a shelf registration statement covering resales of the applicable series of notes has been declared effective and such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), then additional interest shall accrue on the principal amount of the applicable series of notes at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) commencing on (x) the 241st day after the original issue date of the notes, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above; provided, however, that upon the exchange of exchange notes for all notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above), additional interest on such notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue.

Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the notes is payable.

The exchange notes will be accepted for clearance through The Depository Trust Company.

This summary of the provisions of the registration rights agreement is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, copies of which will be filed as an exhibit.

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Book-entry settlement and clearance

The global notes

The exchange notes issued in exchange for outstanding notes will be represented by global notes in definitive, fully registered form, without interest coupons (collectively, the “global notes”).

Upon issuance, the global notes will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”) or persons who hold interests through DTC participants. We expect that under procedures established by DTC:

• upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants; and

• ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-entry procedures for the global notes

All interests in the global notes will be subject to the operations and procedures of DTC, Euroclear and Clearstream. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

182

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the Trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

183

Certificated notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days;

• we, at our option, notify the Trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

184

United States federal income tax consequences of the exchange offer

The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefore and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

185

Certain ERISA considerations

The outstanding notes or the exchange notes may be purchased and held by an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by an individual retirement account or other plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”). A fiduciary of an employee benefit plan subject to ERISA must, however, determine that the purchase and holding of a note is consistent with its fiduciary duties under ERISA. The fiduciary of an ERISA plan, as well as any other prospective investor subject to Section 4975 of the Code or any similar law, must also determine that the purchase and holding of notes does not result in a non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code or any similar transaction under any similar law. Each purchaser and transferee of a note who is subject to Section 406 of ERISA and/or Section 4975 of the Code or any similar law (“Plan Investor”) will be deemed to have represented to us, by its acquisition and holding of the note, that its acquisition and holding of the notes does not constitute or give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any similar transaction under any similar law. The sale of any notes to any Plan Investor is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plan Investors generally or any particular Plan Investor, or that such an investment is appropriate for Plan Investors generally of any particular Plan Investor (including, without limitation, as to whether such sale is or is not a non-exempt prohibited transaction).

186

Plan of distribution

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes are acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 90 days, we will use our reasonable best efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

187

Legal matters

The validity of the exchange notes and related guarantees offered hereby will be passed upon by Simpson Thacher & Bartlett LLP, New York, New York.

Experts

The consolidated financial statements and schedule of ARAMARK Corporation as of September 30, 2005 and September 29, 2006, and for each of the three years in the period ended September 29, 2006, have been included herein in this prospectus and Registration Statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. That 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, Accounting for Asset Retirement Obligations.

Available information

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit to which reference is hereby made. We file reports and other information with the SEC. The registration statement, historical information about ARAMARK Corporation and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

188

ARAMARK Corporation and subsidiaries

Index to financial statements and schedule

Audited Financial Statements (Predecessor)
Consolidated balance sheets as of September 30, 2005 and September 29, 2006	F-3
Consolidated statements of income for the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006	F-4
Consolidated statements of cash flows for the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006	F-5
Consolidated statements of shareholders’ equity for the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006	F-6
Notes to consolidated financial statements	F-7
Schedule II—Valuation and Qualifying Accounts and Reserves for the Fiscal Years Ended October 1, 2004, September 30, 2005 and September 29, 2006	F-42
Interim Financial Statements (Unaudited)
Condensed consolidated balance sheets as of March 30, 2007 (Successor) and September 29, 2006 (Predecessor)	F-43
Condensed consolidated statements of operations for the period from January 27, 2007 through March 30, 2007 (Successor), the period from December 30, 2006 through January 26, 2007 (Predecessor) and the three months ended March 31, 2006 (Predecessor)	F-44
Condensed consolidated statements of operations for the period from January 27, 2007 through March 30, 2007 (Successor), the period from September 30, 2006 through January 26, 2007 (Predecessor) and the six months ended March 31, 2006 (Predecessor)	F-45
Condensed consolidated statements of cash flows for the period from January 27, 2007 through March 30, 2007 (Successor), the period from September 30, 2006 through January 26, 2007 (Predecessor) and the six months ended March 31, 2006 (Predecessor)	F-46
Condensed consolidated statements of shareholders’ equity for the period from September 30, 2006 through January 26, 2007 (Predecessor) and the period from January 27, 2007 through March 30, 2007 (Successor)	F-47
Notes to consolidated financial statements	F-48

F-1

Report of independent registered public accounting firm

The Board of Directors and Shareholders

ARAMARK Corporation:

We have audited the accompanying 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 years in the three-year period ended September 29, 2006. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ARAMARK Corporation and subsidiaries as of September 30, 2005 and September 29, 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended September 29, 2006, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 11 to the consolidated financial statements, effective October 1, 2005, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, applying the modified prospective method. Also, as discussed in Note 7 to the consolidated financial statements, effective September 29, 2006, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.

/s/ KPMG LLP

Philadelphia, Pennsylvania

November 20, 2006, except as to Note 16,

which is as of June 6, 2007

F-2

ARAMARK Corporation and subsidiaries

Consolidated balance sheets

September 30, 2005 and September 29, 2006

	Fiscal
	2005			2006
	(dollars in thousands, except share amounts)
Assets
Current Assets:
Cash and cash equivalents	$	56,066		$	47,679
Receivables (less allowances: 2005—$42,645; 2006—$37,222)		808,531			870,909
Inventories		485,834			494,176
Prepayments and other current assets		92,796			114,080
Total current assets		1,443,227			1,526,844
Property and Equipment, at cost:
Land, buildings and improvements		727,817			757,761
Service equipment and fixtures		1,948,882			2,017,209
		2,676,699			2,774,970
Less-Accumulated depreciation		(1,465,245	)		(1,578,140	)
		1,211,454			1,196,830
Goodwill		1,682,749			1,747,094
Other Intangible Assets		274,584			297,986
Other Assets		545,086			494,563
	$	5,157,100		$	5,263,317
Liabilities and shareholders’ equity
Current Liabilities:
Current maturities of long-term borrowings	$	46,363		$	40,203
Accounts payable		585,014			642,778
Accrued payroll and related expenses		320,494			346,770
Other accrued expenses and current liabilities		566,809			556,945
Total current liabilities		1,518,680			1,586,696
Long-term borrowings		1,840,885			1,803,291
Less-current portion		(46,363	)		(40,203	)
Total long-term borrowings		1,794,522			1,763,088
Deferred Income Taxes and Other Noncurrent Liabilities		518,434			391,941
Shareholders’ Equity:
Class A common stock (par value $.01; authorized: 600,000,000 shares; issued: 2005—80,306,913 shares; 2006—75,129,722 shares; outstanding: 2005—61,577,474 shares; 2006—56,245,418 shares)		803			751
Class B common stock (par value $.01; authorized: 1,000,000,000 shares; issued: 2005—147,462,062 shares; 2006—156,170,782 shares; outstanding: 2005—119,278,523 shares; 2006—123,882,195 shares)		1,475			1,562
Capital surplus		1,108,251			1,210,300
Earnings retained for use in the business		1,328,174			1,538,760
Accumulated other comprehensive income		11,307			12,524
Treasury stock (shares held in treasury: 2005—46,912,978 shares; 2006—51,172,891 shares)		(1,124,546	)		(1,242,305	)
Total		1,325,464			1,521,592
	$	5,157,100		$	5,263,317

The accompanying notes are an integral part of these consolidated financial statements.

F-3

ARAMARK Corporation and subsidiaries

Consolidated statements of income

For the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006

	Fiscal
	2004		2005		2006
	(dollars in thousands, except per share amounts)
Sales	$	10,192,240	$	10,963,360	$	11,621,173
Costs and Expenses:
Cost of services provided		9,222,269		9,921,742		10,537,383
Depreciation and amortization		297,993		320,118		339,337
Selling and general corporate expense		134,400		141,328		178,922
Goodwill impairment		—		—		35,000
		9,654,662		10,383,188		11,090,642
Operating income		537,578		580,172		530,531
Interest and Other Financing Costs, net		122,362		126,999		139,945
Income from continuing operations before income taxes and cumulative effect of change in accounting principle		415,216		453,173		390,586
Provision for Income Taxes		152,112		164,698		129,230
Income from Continuing Operations Before Cumulative Effect of Change in Accounting Principle		263,104		288,475		261,356
Income from Discontinued Operations, net (Note 3)		—		—		3,093
Cumulative Effect of Change in Accounting Principle, net (Note 7)		—		—		(3,351	)
Net Income	$	263,104	$	288,475	$	261,098
Earnings Per Share-Basic:
Income from continuing operations before cumulative effect of change in accounting principle	$	1.39	$	1.55	$	1.43
Net income	$	1.39	$	1.55	$	1.42
Earnings Per Share-Diluted:
Income from continuing operations before cumulative effect of change in accounting principle	$	1.36	$	1.53	$	1.41
Net income	$	1.36	$	1.53	$	1.41

The accompanying notes are an integral part of these consolidated financial statements.

F-4

ARAMARK Corporation and subsidiaries

Consolidated statements of cash flows

For the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006

	Fiscal
	2004			2005			2006
	(dollars in thousands)
Cash flows from operating activities:
Net income	$	263,104		$	288,475		$	261,098
Less: Income from discontinued operations, net		—			—			(3,093	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		297,993			320,118			339,337
Income taxes deferred		32,749			(4,073	)		(53,722	)
Cumulative effect of change in accounting principle, net		—			—			3,351
Goodwill impairment		—			—			35,000
Changes in noncash working capital:
Receivables		(41,881	)		(61,179	)		(31,846	)
Inventories		(30,739	)		(6,501	)		(9,200	)
Prepayments		16,665			1,019			(7,992	)
Accounts payable		(14,129	)		16,341			29,494
Accrued expenses		27,016			57,706			27,533
Net proceeds from sale of receivables		—			32,800			—
Changes in other noncurrent liabilities		(3,820	)		(914	)		1,580
Changes in other assets		(23,747	)		(33,785	)		(28,947	)
Other operating activities		(5,645	)		1,773			23,204
Net cash provided by operating activities		517,566			611,780			585,797
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(308,763	)		(315,560	)		(319,854	)
Disposals of property and equipment		20,503			21,581			49,120
Proceeds from sales and divestitures		8,500			11,518			—
Acquisition of certain businesses:
Working capital other than cash acquired		(24,302	)		4,558			8,927
Property and equipment		(15,800	)		(4,854	)		(4,118	)
Additions to goodwill, other intangible assets and other assets, net		(116,877	)		(120,008	)		(144,103	)
Other investing activities		(2,701	)		36,870			13,511
Net cash used in investing activities		(439,440	)		(365,895	)		(396,517	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		441,091			361,382			323,623
Payment of long-term borrowings		(343,349	)		(393,629	)		(404,410	)
Proceeds from issuance of common stock		39,748			35,748			45,251
Repurchase of common stock		(184,062	)		(187,551	)		(113,460	)
Payment of dividends		(37,213	)		(40,321	)		(50,512	)
Other financing activities		6,503			(10,767	)		1,841
Net cash used in financing activities		(77,282	)		(235,138	)		(197,667	)
Increase (Decrease) in cash and cash equivalents		844			10,747			(8,387	)
Cash and cash equivalents, beginning of year		44,475			45,319			56,066
Cash and cash equivalents, end of year	$	45,319		$	56,066		$	47,679

The accompanying notes are an integral part of these consolidated financial statements.

F-5

ARAMARK Corporation and subsidiaries

Consolidated statements of shareholders’ equity

For the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006

	Class A Common Stock			Class B Common Stock		Capital Surplus		Earnings Retained for Use in the Business			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
	(dollars in thousands)
Balance, October 3, 2003	$	1,044		$	1,116	$	910,562	$	854,129		$	(731,819	)	$	3,940		$	1,038,972
Net income									263,104									263,104
Minimum pension liability adjustment (net of tax)															(7,537	)		(7,537	)
Foreign currency translation adjustments (net of tax)															2,828			2,828
Change in fair value of cash flow hedges (net of tax)															(3,375	)		(3,375	)
Total comprehensive income																		255,020
Purchases of common stock for the treasury												(204,312	)					(204,312	)
Payment of dividends									(37,213	)								(37,213	)
Conversion of Class A to Class B		(209	)		209													—
Issuance of common stock		58			5		97,125											97,188
Balance, October 1, 2004	$	893		$	1,330	$	1,007,687	$	1,080,020		$	(936,131	)	$	(4,144	)	$	1,149,655
Net income									288,475									288,475
Minimum pension liability adjustment (net of tax)															5,707			5,707
Foreign currency translation adjustments (net of tax)															8,712			8,712
Change in fair value of cash flow hedges (net of tax)															1,032			1,032
Total comprehensive income																		303,926
Purchases of common stock for the treasury												(188,415	)					(188,415	)
Payment of dividends									(40,321	)								(40,321	)
Conversion of Class A to Class B		(137	)		137													—
Issuance of common stock		47			8		100,564											100,619
Balance, September 30, 2005	$	803		$	1,475	$	1,108,251	$	1,328,174		$	(1,124,546	)	$	11,307		$	1,325,464
Net income									261,098									261,098
Minimum pension liability adjustment (net of tax)															(8,762	)		(8,762	)
Foreign currency translation adjustments (net of tax)															3,886			3,886
Change in fair value of cash flow hedges (net of tax)															6,093			6,093
Total comprehensive income																		262,315
Purchases of common stock for the treasury												(117,759	)					(117,759	)
Payment of dividends									(50,512	)								(50,512	)
Conversion of Class A to Class B		(81	)		81													—
Issuance of common stock		29			6		102,049											102,084
Balance, September 29, 2006	$	751		$	1,562	$	1,210,300	$	1,538,760		$	(1,242,305	)	$	12,524		$	1,521,592

The accompanying notes are an integral part of these consolidated financial statements.

F-6

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements

Note 1. Summary of significant accounting policies:

Fiscal year

The Company’s fiscal year is the fifty-two or fifty-three week period which ends on the Friday nearest September 30th. The fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006 were each fifty-two week periods.

Principles of consolidation

The consolidated financial statements include the accounts of the Company and all its subsidiaries. All significant intercompany balances and transactions have been eliminated.

Reclassification

Certain prior period balances have been reclassified to conform to the current year presentation. The effect was not material.

New accounting pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status for defined-benefit pension plans will be measured as the difference between the fair value of plan assets and the projected benefit obligation on a plan-by-plan basis. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. SFAS No. 158 is effective for ARAMARK beginning in fiscal 2007 on a prospective basis. If SFAS No. 158 was adopted as of September 29, 2006, the Company would have recorded a reduction in “Other Assets” and “Other Intangible Assets” of $16.6 million and $1.8 million, respectively, an increase in “Other Noncurrent Liabilities” of $9.9 million, and a charge to “Accumulated other comprehensive income (loss)” of $28.3 million (before taxes).

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for ARAMARK beginning in fiscal 2009. The Company is currently evaluating the Statement.

In June 2006, the FASB issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. The Interpretation is effective for ARAMARK beginning in fiscal 2008. The Company is currently evaluating the Interpretation.

Revenue recognition

In each of our operating segments, we recognize revenue in the period in which services are provided pursuant to the terms of our contractual relationships with our clients. Revenues in our direct marketing segment are recognized upon shipment. All sales-related taxes are presented on a net basis in “Cost of services provided” in the Consolidated Statements of Income.

F-7

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Vendor consideration

Consideration received from vendors is accounted for as an adjustment to the price of the vendor’s products or services and reported as a reduction of “Cost of services provided” or “Inventories,” following the provisions of the consensus reached in Emerging Issues Task Force Issue 02-16, “Accounting by a Customer for Certain Consideration Received from a Vendor.”

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive income

Pursuant to the provisions of SFAS No. 130, “Reporting Comprehensive Income,” comprehensive income includes all changes to shareholders’ equity during a period, except those resulting from investments by and distributions to shareholders. As of September 30, 2005 and September 29, 2006, “Accumulated other comprehensive income” consists of minimum pension liability of ($9,181) and ($17,943), respectively, foreign currency translation adjustment of $23,589 and $27,475, respectively, and fair value of cash flow hedges of ($3,101) and $2,992, respectively.

Currency translation

Gains and losses resulting from the translation of financial statements of non-U.S. subsidiaries are reflected as a component of accumulated other comprehensive income (loss) in shareholders’ equity. Currency transaction gains and losses included in operating results for fiscal 2004, 2005 and 2006 were not significant.

Current assets

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Inventories are valued at the lower of cost (principally the first-in, first-out method) or market. The LIFO (last-in, first-out) method of determining cost is used to value certain directly marketed items. The stated value of inventories determined using the LIFO method is not significantly different from replacement or current cost. Personalized work apparel, linens and other rental items in service are recorded at cost and are amortized over their estimated useful lives, approximately two years.

The components of inventories are as follows:

	Fiscal
	2005		2006
Food	32.4	%	31.9	%
Career apparel, safety equipment and linens	63.8	%	64.2	%
Parts, supplies and novelties	3.8	%	3.9	%
	100.0	%	100.0	%

F-8

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Property and equipment

Property and equipment are stated at cost and are depreciated over their estimated useful lives on a straight-line basis. Gains and losses on dispositions are included in operating results. Maintenance and repairs are charged to current operations, and replacements and significant improvements are capitalized. The estimated useful lives for the major categories of property and equipment are 10 to 40 years for buildings and improvements and 3 to 10 years for service equipment and fixtures. Depreciation expense in fiscal 2004, 2005 and 2006 was $222.9 million, $237.6 million and $244.1 million, respectively.

Other assets

Other assets consist primarily of investments in 50% or less owned entities, client contract investments, computer software costs and long-term receivables. Investments in which the Company owns more than 20% but less than a majority are accounted for using the equity method. Investments in which the Company owns less than 20% are accounted for under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” or the cost method, as applicable.

Other accrued expenses and liabilities

Other accrued expenses and current liabilities consist principally of insurance accruals, advanced payments from clients, taxes, interest, accrued commissions and asset retirement obligations. Noncurrent liabilities consist primarily of deferred compensation, insurance accruals, pension liabilities, legal reserves, holdbacks on acquisitions and asset retirement obligations.

The Company is self-insured for a limited portion of the risk retained under its general liability and workers’ compensation arrangements. When required, self-insurance reserves are recorded based on actuarial analyses.

Fair value of financial instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, long-term borrowings and derivatives. Management believes that the carrying value of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair values. See Note 6 for the fair value of long-term borrowings and derivatives.

F-9

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Earnings per share

The Company follows the provisions of SFAS No. 128, “Earnings per Share.” Basic earnings per share is based on the weighted average number of common shares outstanding during the respective periods. Diluted earnings per share is based on the weighted average number of common shares outstanding during the respective periods, plus the potential dilution of restricted stock units and shares that could be issued resulting from the exercise of stock options under the ARAMARK Ownership and Equity Incentive Plans. Earnings applicable to common stock and common shares utilized in the calculation of basic and diluted earnings per share are as follows:

	Fiscal
	2004		2005		2006
	(in thousands, except per share data)
Earnings:
Income from continuing operations before cumulative effect of change in accounting principle	$	263,104	$	288,475	$	261,356
Net income	$	263,104	$	288,475	$	261,098
Shares:
Weighted average number of common shares outstanding used in basic earnings per share calculation		188,799		185,991		183,259
Impact of restricted stock units and potential exercise of stock options under the ARAMARK Ownership and Equity Incentive Plans		4,655		2,318		2,103
Total common shares used in diluted earnings per share calculation		193,454		188,309		185,362
Earnings per common share-Basic:
Income from continuing operations before cumulative effect of change in accounting principle	$	1.39	$	1.55	$	1.43
Net income	$	1.39	$	1.55	$	1.42
Earnings per common share-Diluted:
Income from continuing operations before cumulative effect of change in accounting principle	$	1.36	$	1.53	$	1.41
Net income	$	1.36	$	1.53	$	1.41

Options to purchase 2,453,112 shares were outstanding at September 30, 2005, but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive. Options to purchase 19,782 shares were outstanding at September 29, 2006, but were not included in the computation of diluted earnings per common share, as their effect would have been antidilutive.

F-10

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Through fiscal 2005, the Company applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock option plans (see Note 11 for the adoption of SFAS No. 123R, “Share-Based Payment,” on October 1, 2005). Accordingly, no compensation expense for stock options was recognized. If compensation cost for these plans had been determined using the fair-value method prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation,” the Company’s net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):

	Fiscal
	2004			2005
Net income, as reported	$	263,104		$	288,475
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		574			2,149
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(14,305	)		(17,160	)
Net income, pro forma	$	249,373		$	273,464
Earnings per share
As reported:
Basic	$	1.39		$	1.55
Diluted	$	1.36		$	1.53
Pro forma:
Basic	$	1.32		$	1.47
Diluted	$	1.29		$	1.45

The weighted average fair value of options granted in fiscal 2004 and 2005 was $7.39 and $6.51, respectively, per option. The fair value of each option was estimated on the grant date using the Black-Scholes Option Pricing Model, with the following assumptions:

	Fiscal
	2004		2005
Risk-free interest rate	3.1	%-3.7%	3.4	%-4.3%
Expected life in years	5		5
Dividend yield	0.7	%-0.8%	0.8	%-1.0%
Expected volatility	27	%	27	%

Supplemental cash flow information

	Fiscal
	2004		2005		2006
	(dollars in millions)
Interest paid	$	125.4	$	128.4	$	140.3
Income taxes paid	$	110.3	$	139.7	$	155.8

Cash flow from other investing activities in fiscal 2005 includes approximately $14.1 million representing a special distribution of proceeds from a real estate sale by a 50%-owned equity affiliate, and approximately $18.0 million from the repayment of a client note receivable.

F-11

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Significant noncash activities follow:

• During fiscal 2004, 2005 and 2006, the Company contributed $3.2 million, $3.7 million and $4.3 million, respectively, of stock units to its stock unit retirement plan in satisfaction of its accrued obligations. See Note 8.

• During fiscal 2004, 2005 and 2006, the Company executed capital lease transactions. The present value of the future rental obligations was approximately $33.2 million, $16.9 million and $18.2 million for fiscal 2004, 2005 and 2006, respectively, which is included in property and equipment.

Note 2. Proposed merger:

On August 8, 2006, ARAMARK signed a definitive merger agreement under which Joseph Neubauer, Chairman and Chief Executive Officer, and investment funds managed by GS Capital Partners, CCMP Capital Advisors and J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC will acquire ARAMARK in a transaction valued at approximately $8.3 billion, including the assumption or repayment of approximately $2.0 billion of debt. Under the terms of the agreement, ARAMARK stockholders will receive $33.80 in cash for each share of ARAMARK common stock they hold. The Board of Directors of ARAMARK, on the unanimous recommendation of a special committee comprised entirely of independent directors, has approved the agreement and has recommended that ARAMARK’s stockholders approve the merger. The transaction is expected to be completed by late 2006 or early 2007, subject to receipt of stockholder approval and regulatory approvals, as well as satisfaction of other customary closing conditions.

As of September 29, 2006, the Company has incurred approximately $6.4 million of merger-related costs, which are included in “Selling and general corporate expense” in the fiscal 2006 Consolidated Statement of Income. The Company expects to incur additional merger-related costs in fiscal 2007, which will be expensed as incurred.

Note 3. Discontinued operations:

In the third quarter of fiscal 2003, ARAMARK completed the sale of ARAMARK Educational Resources (AER) to Knowledge Learning Corporation for approximately $250 million in cash. At the time of sale, certain accruals were established for liabilities expected pursuant to the indemnification provisions of the sale agreement. In the fourth quarter of fiscal 2006, the remaining accrual balances were adjusted to reflect current expectations, resulting in additional income from discontinued operations of $3.1 million ($0.02 per diluted share), net of taxes of $1.9 million.

Note 4. Acquisitions:

Fiscal 2004

During the second quarter of fiscal 2004, the Company acquired Catering Alliance, a contract caterer in the United Kingdom, for approximately $85 million in cash, and increased its ownership in Central Restaurantes (Chile) from 20% to 51% for approximately $37 million in cash. During the fourth quarter of fiscal 2004, the Company acquired 90% of Bright China Service Industries, a facility services company, for approximately $13 million in cash. Also, during fiscal 2004, the Company acquired several regional uniform rental companies for a total of approximately $21 million in cash. The Company’s pro forma results of operations for fiscal 2004 would not have been materially different than reported, assuming that these acquisitions had occurred at the beginning of the fiscal period.

F-12

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Fiscal 2005

During the second quarter of fiscal 2005, the Company increased its ownership in its Irish food service affiliate from 45% to 90%, for approximately $61 million in cash. Also, during fiscal 2005, the Company acquired several regional uniform rental companies for a total of approximately $56 million in cash. The Company’s pro forma results of operations for fiscal 2004 and 2005 would not have been materially different than reported, assuming that these acquisitions had occurred at the beginning of the respective fiscal periods.

Fiscal 2006

During fiscal 2006, the Company acquired the stock of an online catering company and several refreshment services companies for approximately $81 million in cash and future consideration of up to $85 million, to be determined based upon operating results of the catering company during the next five years. The Company also increased its ownership in its Chilean subsidiary from 51% to 80%, for approximately $40 million in cash, and acquired a food service company in China and a refreshment services company in Canada. Finally, the Company completed the acquisition of four regional uniform companies for $14 million in cash. The Company’s pro forma results of operations for fiscal 2004, 2005 and 2006 would not have been materially different than reported, assuming that these acquisitions had occurred at the beginning of the respective fiscal periods.

Note 5. Goodwill and other intangible assets:

The Company follows the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” The Company has completed the annual goodwill impairment tests required by SFAS No. 142, which, other than as described below, did not result in an impairment charge.

Goodwill, allocated by segment, follows (in thousands):

	September 30, 2005		Acquisitions		Impairment			Translation and Other		September 29, 2006
Food and Support Services—United States	$	1,062,244	$	51,523	$	—		$	—	$	1,113,767
Food and Support Services—International		277,455		33,992		—			7,214		318,661
Uniform and Career Apparel—Rental		233,631		6,616		—			—		240,247
Uniform and Career Apparel—Direct Marketing		109,419		—		(35,000	)		—		74,419
	$	1,682,749	$	92,131	$	(35,000	)	$	7,214	$	1,747,094

The increase in goodwill resulted principally from (i) the acquisitions of an online catering services company and a refreshment services business in the United States, (ii) increased ownership in our Chilean subsidiary, (iii) the acquisition of a food service company in China, and (iv) the acquisition of four regional uniform rental companies. These amounts may be revised upon final determination of the purchase price allocations. The other change relates principally to currency translation, offset by an adjustment to deferred income taxes resulting from a 2005 acquisition.

During the third quarter of fiscal 2006, a goodwill impairment charge of $35.0 million was recorded in the “Uniform and Career Apparel—Direct Marketing” segment associated with the WearGuard-Crest reporting unit. The primary reason for the goodwill impairment was the continuing decline in operating results, particularly in the healthcare uniform division, due to competitive pressures resulting in reduced sales and operating income. To determine the amount of the charge, the Company estimated the fair value of the WearGuard-Crest reporting unit using a discounted cash flow valuation methodology, and measured the goodwill impairment following the

F-13

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

provisions of SFAS No. 142. The analysis included making assumptions about the future profitability and cash flows of the business, which the Company believes to be reasonable; however, actual results in the future may vary from these amounts. The impairment charge of $35.0 million represents approximately 65% of the total goodwill attributable to the WearGuard-Crest reporting unit.

Other intangible assets consist of (in thousands):

	September 30, 2005							September 29, 2006
	Gross Amount		Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Customer relationship assets	$	517,607	$	(243,969	)	$	273,638	$	575,947	$	(278,359	)	$	297,588
Other		19,195		(18,249	)		946		19,205		(18,807	)		398
	$	536,802	$	(262,218	)	$	274,584	$	595,152	$	(297,166	)	$	297,986

Other intangible assets are amortizable and consist primarily of contract rights, customer lists and non-compete agreements. The intangible assets are being amortized on a straight-line basis over the expected period of benefit, 3 to 20 years, with a weighted average life of about 10 years. Intangible assets of approximately $70 million were acquired through business combinations during fiscal 2006. Amortization of intangible assets for the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006 was approximately $50 million, $48 million and $50 million, respectively. Based upon the recorded balances at September 29, 2006, future amortization will be approximately $55 million, $51 million, $48 million, $46 million and $44 million for fiscal 2007 through fiscal 2011, respectively.

Note 6. Borrowings:

Long-term borrowings at September 30, 2005 and September 29, 2006 are summarized in the following table:

	Fiscal
	2005			2006
	(in thousands)
Credit facility borrowings	$	51,618		$	326,103
European facility borrowings		273,068			262,930
Bank term loan due October 2006		20,000			20,000
Japanese borrowings		47,763			45,902
5.00% notes, due June 2012		249,971			249,976
6.375% notes, due February 2008		291,260			297,311
7.00% notes, due July 2006		299,992			—
7.00% notes, due May 2007		299,814			299,933
7.10% notes, due December 2006		124,979			124,998
7.25% notes and debentures, due August 2007		30,730			30,730
Capital leases		48,199			54,309
Other		103,491			91,099
		1,840,885			1,803,291
Less-current portion		(46,363	)		(40,203	)
	$	1,794,522		$	1,763,088

F-14

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The Company’s $900 million revolving credit facility (the “U.S. Credit Facility”), consists of an $800 million U.S. dollar tranche and a $100 million Canadian dollar equivalent tranche. The U.S. Credit Facility expires in November 2010. The agreement contains an option for the Company to increase the amount of the facility to $1.25 billion, subject to the lender banks’ approval. Interest on U.S. borrowings is based on the Prime Rate or LIBOR plus a spread of 0.33% to 1.00% (as of September 29, 2006—1.00%). Interest on Canadian borrowings is based on the Canadian Prime Rate or Canadian Bankers Acceptance Rate plus a spread of 0.33% to 1.00% (as of September 29, 2006—1.00%). There is a facility fee ranging from 0.07% to 0.25% (as of September 29, 2006—0.25%). The spreads and fee margins are based on credit ratings as defined. The credit facility contains restrictive covenants that provide, among other things, limitations on liens and dispositions of material assets. The terms of the credit facility also require that the Company maintain certain specified ratios of cash flow to fixed charges and total borrowings to EBITDA, as defined. At September 29, 2006, the Company was in compliance with all of these covenants.

On September 29, 2006, the Company amended the U.S. Credit Facility to increase the commitments under such credit facility that are available to the Company in the form of letters of credit denominated in U.S. dollars from $150 million to $300 million. All other terms and conditions in the existing facility remained unchanged.

The Company’s GBP 175 million revolving credit facility provides for borrowings available in multiple currencies. The credit facility expires in June 2009. The agreement contains an option to increase the amount of the facility to GBP 250 million, subject to the lender banks’ approval. Interest on borrowings is based on the relevant currency LIBOR plus a spread of 0.375% to 1.50% (as of September 29, 2006—1.30%). The spread reflects an increase of 0.05% due to the facility utilization (as defined) being 50% or more. The spreads are based on credit ratings of ARAMARK Corporation as defined. The credit facility contains restrictive covenants which provide, among other things, limitations on liens and dispositions of material assets by the Company, which are consistent with the U.S. Credit Facility. The terms of the credit facility also require that the Company maintain certain specified ratios of cash flow to fixed charges and total borrowings to EBITDA, which are consistent with the U.S. Credit Facility. At September 29, 2006, the Company was in compliance with all of these covenants.

During the fourth quarter of fiscal 2006, several ratings services downgraded the Company’s corporate credit rating due to the pending merger transaction.

During the first quarter of fiscal 2004, the Company entered into a Japanese yen denominated borrowing agreement and borrowed the equivalent of $50 million. The note bears interest at 1.2% and matures in October 2006. This note has been designated as a hedge of the Company’s net Japanese currency exposure represented by the equity investment in our Japanese affiliate, AIM Services Co., Ltd.

The $20 million bank term loan bears interest at 3.58% plus a spread of 0.0%—0.75% (0.50% as of September 29, 2006). The spread is based on credit rating, as defined in the term loan agreement. The term loan matures in October 2006.

Subsequent to September 29, 2006, both the Japanese denominated loan and the $20 million bank term loan were extended to March 31, 2007. Interest on the loans is based on the relevant currency LIBOR plus a spread of 0.50% as determined by ARAMARK Corporation’s credit rating, as defined.

During the third quarter of fiscal 2005, ARAMARK Services, Inc. issued $250 million of 5.00% guaranteed notes due June 1, 2012. Proceeds from the offering were used primarily to repay the maturing 8.15% notes (due May 2005) and the bank term loans (due May 2005). The 5.00% notes may be redeemed, in whole or in part, at any time at the Company’s option. The redemption price equals the greater of (i) 100% of the principal amount or (ii) an amount based on the discounted present value of scheduled principal and interest payments, as defined.

F-15

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The 6.375% (due February 2008) and 7.0% (due May 2007) notes may be redeemed, in whole or in part, at any time at the Company’s option. The redemption price equals the greater of (i) 100% of the principal amount or (ii) an amount based on the discounted present value of scheduled principal and interest payments, as defined.

During the third quarter of fiscal 2006, the Company borrowed approximately $300 million under its $900 million U.S. Credit Facility to repay the 7.00% Notes due July 2006.

The 7.25% notes and debentures (due August 2007) may be exchanged, in whole or in part, at the option of the holder, for 7.10% senior notes due December 2006. The Company currently has the right to redeem these notes and debentures, at par, upon being presented with a notice of conversion.

Effective July 2005, Central Restaurantes, a subsidiary of the Company, established a non-revolving credit facility in Chile which consolidated existing debt and provided additional financing. The credit facility expires in July 2010 and requires periodic repayment of amounts borrowed. Interest on borrowings is based on the TAB 180 day bank rate plus a spread of 0.85% (as of September 29, 2006-0.85%). The credit facility contains restrictive covenants which provide, among other things, limitations on liens and disposition of material assets. The terms of the credit facility also require Central Restaurantes maintain certain specified ratios of total liabilities to equity, total borrowings to EBITDA and operating income to interest expense, as defined. At September 29, 2006, the Company was in compliance with all of these covenants.

Debt repayments of $546.6 million, contractually due in fiscal 2007, have been classified as non-current in the accompanying consolidated balance sheet as the Company has the ability and intent to finance the repayments through additional borrowings under the U.S. Credit Facility. Accrued interest on borrowings totaling $31.7 million at September 30, 2005 and $28.3 million as of September 29, 2006 is included in current liabilities as “Other accrued expenses.”

The Company follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment of FASB Statement No. 133.” Derivative financial instruments, such as interest rate swaps, forward exchange contract agreements and natural gas swap agreements are used to manage changes in market conditions related to debt obligations, foreign currency exposures and exposure to fluctuating natural gas prices. All derivatives are recognized on the balance sheet at fair value at the end of each fiscal year. The counterparties to the Company’s derivative agreements are generally major international banks. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties.

As of September 29, 2006, the Company had $300 million and 93 million British pounds of interest rate swap agreements, which are designated as cash flow hedging instruments, fixing the rate on a like amount of variable rate borrowings and $100 million of swap agreements designated as fair-value hedging instruments. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swap agreements are included in interest expense. During fiscal 2004, 2005 and 2006, a charge of approximately $3.4 million (net of tax), a credit of approximately $1.0 million (net of tax), and a credit of $7.1 million (net of tax) related to interest rate swaps were recorded in comprehensive income, respectively. As of September 29, 2006, approximately $6.5 million of net unrealized gains and $2.5 million of realized losses related to interest rate swaps were included in “Accumulated other comprehensive income.” Changes in the fair value of a derivative that is designated as and meets all the required criteria for a fair value hedge are recognized currently in earnings, offset by recognizing currently in earnings the change in the fair value of the underlying hedged

F-16

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

item. As of September 29, 2006, approximately $2.6 million has been included in “Other Noncurrent Liabilities,” with an offsetting decrease in “Long-Term Borrowings” in the Consolidated Balance Sheet related to fair value hedges. The hedge ineffectiveness for cash flow and fair value hedging instruments for fiscal 2004, 2005 and 2006 was not material.

As of September 29, 2006, the Company had foreign currency forward exchange contracts outstanding, with notional amounts of 53.0 million Euros, 8.0 million GBP, 68.8 million Canadian dollars and 2.0 million Mexican Pesos, to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income currently, substantially offsetting currency transaction gains and losses on the short-term intercompany loans. As of September 29, 2006, the fair value of these foreign exchange contracts was a $0.4 million net unrealized gain. Net foreign currency transaction gains and losses were not material during the periods presented.

During October 2005, the Company terminated $200 million of pay floating/receive fixed interest rate swaps designated as fair value hedges. The realized loss of approximately $6.5 million has been deferred and will be amortized to interest expense over the remaining life of the bonds due in February 2008.

Beginning in November 2005, the Company has entered into a series of pay fixed/receive floating natural gas swap agreements based on a NYMEX price in order to limit its exposure to price increases for natural gas, primarily in the Uniform and Career Apparel—Rental segment. As of September 29, 2006, the Company has contracts for approximately 962,000 MMBtu’s outstanding for settlement in fiscal 2007 and 2008. The contracts, designated as cash flow hedging instruments, are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to the natural gas swap agreements are included in “Cost of services provided.” The total realized loss reclassified into earnings during fiscal 2006 was approximately $1.4 million. As of September 29, 2006, an unrecognized loss of approximately $1.0 million is recorded in “Accumulated other comprehensive income.” There was no hedge ineffectiveness for fiscal 2006.

The following summarizes the fair value of the Company’s financial instruments as of September 30, 2005 and September 29, 2006. The fair values were computed using market quotes, if available, or based on discounted cash flows using market interest rates as of the end of the respective periods.

	Fiscal 2005						Fiscal 2006
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Asset (Liability), in millions:
Long-term debt	$	(1,840.9	)	$	(1,866.8	)	$	(1,803.3	)	$	(1,759.9	)
Pay fixed/receive variable interest rate swap agreements		0.7			0.7			10.6			10.6
Receive fixed/pay variable interest rate swap agreements		(8.5	)		(8.5	)		(2.6	)		(2.6	)
Forward contracts		(0.2	)		(0.2	)		0.4			0.4
Pay fixed/receive floating natural gas swap agreements		—			—			(1.6	)		(1.6	)

F-17

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Long-term borrowings maturing in the next five fiscal years are as follows:

	Amount
	(in thousands)
2007	$	40,203
2008		314,450
2009		287,026
2010		20,889
2011		886,460
Thereafter		254,263

The components of interest and other financing costs, net, are summarized as follows:

	Fiscal
	2004			2005			2006
	(in thousands)
Interest expense	$	121,894		$	124,122		$	130,318
Interest income		(2,387	)		(3,891	)		(1,595	)
Other financing costs		2,855			6,768			11,222
Total	$	122,362		$	126,999		$	139,945

Note 7. Asset retirement obligations:

Effective September 29, 2006, the Company adopted the provisions of FIN 47, “Accounting for Conditional Asset Retirement Obligations.” This interpretation clarified SFAS No. 143, “Accounting for Asset Retirement Obligations,” with respect to the requirement to recognize a liability for the fair value of a conditional asset retirement obligation. The Interpretation states that when an existing law, regulation, or contract requires an entity to perform an asset retirement activity, an unambiguous requirement to perform the retirement activity exists, even if that activity can be deferred indefinitely.

In connection with the adoption of FIN 47, additional liabilities were recognized with an estimated fair value of $6.8 million at September 29, 2006, for asset retirement obligations, which consist primarily of costs associated with the removal and disposal of regulated asbestos-containing material and the retirement of certain equipment and leasehold improvements. The liabilities pertaining to the asset retirement obligations are included in “Other accrued expenses and current liabilities” ($0.9 million) and “Other Noncurrent Liabilities” ($5.9 million) in the Consolidated Balance Sheet. Additionally, the asset retirement costs were capitalized by increasing the carrying amounts of related long-lived assets by $3.3 million and recording accumulated depreciation of $2.0 million, representing depreciation expense from the time the original assets were placed into service. In future periods, the liability will be accreted to its present value and the capitalized cost will be depreciated over the useful life of the related asset. The liability is also required to be adjusted for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. Upon retirement of the long-lived asset, the obligation is settled. The cumulative effect adjustment recognized upon adoption of this accounting interpretation was approximately $3.4 million ($0.02 per diluted share), net of taxes of $2.1 million.

The estimated fair value of the asset retirement obligation is $6.8 million at September 29, 2006, and the pro forma amounts assuming FIN 47 had been adopted in prior years are $5.2 million and $6.3 million at October 1, 2004 and September 30, 2005, respectively. Earnings per share for fiscal years 2004 and 2005 would not have been different from the reported amounts had the interpretation been adopted in the prior years.

F-18

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Note 8. Employee pension and profit sharing plans:

In the United States, the Company maintains qualified contributory and non-contributory defined contribution retirement plans for eligible employees, with Company contributions to the plans based on earnings performance or salary level. The Company also has a non-qualified stock unit retirement plan for certain employees. The total expense of the above plans for fiscal 2004, 2005 and 2006 was $23.2 million, $24.2 million and $25.6 million, respectively. During fiscal 2004, 2005 and 2006, the Company contributed to the stock unit retirement plan 123,890 stock units, 137,976 stock units and 128,374 stock units, respectively, which are convertible into Class A or Class B common stock, in satisfaction of its accrued obligations. The value of the stock units was credited to capital surplus. The Company participates in various multi-employer union administered pension and employee welfare plans. Contributions to these plans, which are primarily defined benefit plans, result from contractual provisions of labor contracts and were $24.5 million, $27.6 million and $30.2 million for fiscal 2004, 2005 and 2006, respectively. Additionally, the Company maintains several contributory and non-contributory defined benefit pension plans, primarily in Canada and the United Kingdom.

The following table sets forth the components of net periodic pension cost for the Company’s single-employer defined benefit pension plans for fiscal 2004, 2005 and 2006 (in thousands):

	Fiscal
	2004			2005			2006
Service cost	$	5,731		$	6,830		$	7,415
Interest cost		6,504			7,839			8,313
Expected return on plan assets		(5,763	)		(6,871	)		(8,417	)
Amortization of transitional obligation		(45	)		—			—
Amortization of unrecognized prior service cost		200			225			243
Amortization of unrecognized net loss (gain)		(933	)		832			2,571
Net periodic pension cost	$	5,694		$	8,855		$	10,125

The following tables set forth changes in the projected benefit obligation and the fair value of plan assets for these plans as of and for the fiscal year ended September 29, 2006 (in thousands):

Benefit obligation, beginning	$	151,060
Foreign currency translation		7,680
Service cost		7,415		Fair value of plan assets, beginning	$	108,701
Interest cost		8,313		Foreign currency translation		5,664
Employee contributions		2,581		Employer contributions		11,787
Actuarial loss (gain)		6,612		Employee contributions		2,581
Benefits paid		(8,465	)	Actual return on plan assets		6,818
Plan amendment		(1,954	)	Benefits paid		(8,465	)
Benefit obligation, end	$	173,242		Fair value of plan assets, end	$	127,086
				Amounts recognized in the balance sheet:
				Prepaid asset	$	16,629
Funded status	$	(46,156	)	Accrued benefit liability		(36,326	)
Unrecognized prior service cost (credit)		(228	)	Intangible asset		1,782
Unrecognized net loss (gain)		56,120		Other comprehensive income		27,651
Net amount recognized as prepaid asset	$	9,736		Net amount recognized	$	9,736

F-19

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The assumptions utilized in the determination of pension expense and the funded status information include a weighted average discount rate of 5.3% for pension expense, a weighted average discount rate of 5.2% for the funded status, a weighted average rate of compensation increase of 3.5% and a weighted average long-term rate of return on assets of 7.5%. Assumptions are adjusted annually, as necessary, based on prevailing market conditions and actual experience.

The United Kingdom defined benefit pension plan was amended in fiscal 2006 for a change in the calculation of future benefits for active members. This amendment resulted in an unrecognized prior service credit of $2.0 million, which will be recognized against net periodic pension cost over the expected working lifetime of the active membership.

The accumulated benefit obligation as of September 29, 2006 is $149.8 million. The change in other comprehensive income attributable to the change in additional minimum liability for fiscal 2006 is a charge of $8.8 million (net of tax).

The following tables set forth changes in the projected benefit obligation and the fair value of plan assets for these plans as of and for the fiscal year ended September 30, 2005 (in thousands):

Benefit obligation, beginning	$	127,718
Foreign currency translation		4,694		Fair value of plan assets, beginning	$	85,938
Service cost		6,830		Foreign currency translation		3,292
Interest cost		7,839		Employer contributions		10,782
Employee contributions		2,419		Employee contributions		2,419
Actuarial loss (gain)		9,010		Actual return on plan assets		13,720
Benefits paid		(7,450	)	Benefits paid		(7,450	)
Benefit obligation, end	$	151,060		Fair value of plan assets, end	$	108,701
				Amounts recognized in the balance sheet:
				Prepaid asset	$	16,355
Funded status	$	(42,359	)	Accrued benefit liability		(22,156	)
Unrecognized prior service cost		1,975		Intangible asset		467
Unrecognized net loss (gain)		49,235		Other comprehensive income		14,185
Net amount recognized as prepaid asset	$	8,851		Net amount recognized	$	8,851

The assumptions utilized in the determination of pension expense and the funded status information include a weighted average discount rate of 5.9% for pension expense, a weighted average discount rate of 5.3% for the funded status, a weighted average rate of compensation increase of 3.8% and a weighted average long-term rate of return on assets of 7.2%. Assumptions are adjusted annually, as necessary, based on prevailing market conditions and actual experience.

The accumulated benefit obligation as of September 30, 2005 is $129.5 million. The change in other comprehensive income attributable to the change in additional minimum liability for fiscal 2005 is a credit of $5.7 million (net of tax).

F-20

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The following table sets forth information for the Company’s single-employer pension plans with an accumulated benefit obligation in excess of plan assets as of September 30, 2005 and September 29, 2006 (in thousands):

	Fiscal
	2005		2006
Projected benefit obligation	$	82,010	$	164,232
Accumulated benefit obligation		74,474		118,657
Fair value of plan assets		51,642		141,798

Assets of the plans are invested with the goal of principal preservation and enhancement over the long-term. The primary goal is total return, consistent with prudent investment management. The current overall capital structure and targeted ranges for asset classes are 50-70% invested in equity securities and 30-50% invested in debt securities. As of September 30, 2005, the overall portfolio mix consisted of 65% equity securities, 30% debt securities and 5% cash and cash equivalents. As of September 29, 2006, the overall portfolio mix consisted of 66% equity securities, 31% debt securities and 3% cash and cash equivalents. Performance of the plans is monitored on a regular basis and adjustments of the asset allocations are made when deemed necessary.

The weighted-average long-term rate of return on assets has been determined based on an estimated weighted-average of long-term returns of major asset classes, taking into historical performance of plan assets, the current interest rate environment, plan demographics, acceptable risk levels and the estimated value of active asset management.

It is the Company’s policy to fund at least the minimum required contributions as outlined in the required statutory actuarial valuation for each plan. The following table sets forth the benefits expected to be paid in the next five fiscal years and in aggregate for the five fiscal years thereafter by the Company’s defined benefit pension plans (in thousands):

Fiscal 2007	$	9,012
Fiscal 2008	$	9,346
Fiscal 2009	$	8,373
Fiscal 2010	$	8,588
Fiscal 2011	$	8,529
Fiscal 2012 - 2016	$	46,919

The estimated benefit payments above are based on assumptions about future events. Actual benefit payments may vary significantly from these estimates.

The expected contributions to be paid to the Company’s defined benefit pension plans during fiscal 2007 are approximately $12.5 million.

During the third quarter of fiscal 2006, the Company entered into a guarantee arrangement with ARAMARK Trustees Limited, trustee of the ARAMARK Pension Plan, the Company’s UK defined benefit pension plan (the “Plan”), whereby the Company has guaranteed the funding deficit of the Plan as required by the Pension Protection Fund in the event that the plan sponsor, ARAMARK Limited, a wholly-owned subsidiary of the Company, is unable to fund the deficit.

F-21

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Note 9. Income taxes:

The Company accounts for income taxes following the provisions of SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires deferred tax assets or liabilities to be recognized for the estimated future tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities based on the enacted tax law and statutory tax rates applicable to the periods in which the temporary differences are expected to affect taxable income.

The components of income from continuing operations before income taxes by source of income are as follows:

	Fiscal
	2004		2005		2006
	(in thousands)
United States	$	381,688	$	407,950	$	321,336
Non-U.S.		33,528		45,223		69,250
	$	415,216	$	453,173	$	390,586

The provision for income taxes consists of:

	Fiscal
	2004			2005			2006
	(in thousands)
Current:
Federal	$	92,240		$	131,706		$	128,774
State and local		15,472			23,148			26,032
Non-U.S.		11,651			13,917			28,146
		119,363			168,771			182,952
Deferred:
Federal	$	27,304		$	(4,429	)	$	(40,167	)
State and local		5,871			(952	)		(6,969	)
Non-U.S.		(426	)		1,308			(6,586	)
		32,749			(4,073	)		(53,722	)
	$	152,112		$	164,698		$	129,230

Current taxes payable of $36.9 million and $42.6 million at September 30, 2005 and September 29, 2006, respectively, are included in “Other accrued expenses and current liabilities.” During the first quarter of fiscal 2006, the Company reduced the provision for income taxes by approximately $14.9 million, based upon the settlement of certain open tax years.

F-22

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The provision for income taxes varies from the amount determined by applying the United States Federal statutory rate to pre-tax income as a result of the following:

	Fiscal
	2004		2005		2006
	(% of pre-tax income)
United States statutory income tax rate	35.0	%	35.0	%	35.0	%
Increase (decrease) in taxes, resulting from:
State income taxes, net of Federal tax benefit	3.3		3.2		3.2
Foreign tax benefits	(0.7	)	(0.5	)	(0.3	)
Permanent book/tax differences	0.7		0.3		1.0
Tax credits & other	(1.7	)	(1.7	)	(2.0	)
Adjustment based on settlement of certain open tax years	—		—		(3.8	)
Effective income tax rate	36.6	%	36.3	%	33.1	%

The effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which it operates. Judgment is required in determining the effective tax rate and in evaluating the Company’s tax positions. The Company establishes reserves when, despite the belief that the Company’s tax return positions are supportable, the Company believes that certain positions are likely to be challenged and that the Company may not succeed. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit. The effective tax rate includes the impact of reserve provisions and changes to the reserve that the Company considers appropriate, as well as related interest. This rate is also applied to the quarterly operating results. In the event that there is a significant unusual/or one-time item recognized in the Company’s operating results, the tax attributable to that item would be separately calculated and recorded at the same time as the unusual or one-time item.

A number of years may elapse before a particular tax reporting year is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. In the United States, the statutes for 1998 through 2005 remain open and the Internal Revenue Service has settled the examination of the Company’s tax returns for 1998 through 2003. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its income tax accruals reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be recognized as a reduction of the effective tax rate in the year of resolution.

Certain subsidiaries have accumulated state and foreign net operating loss carryforwards for which no tax benefit has been recorded based upon the uncertainty of realization. At September 29, 2006, the amount of the potential future tax benefit was approximately $34.0 million, of which approximately $9.0 million is attributable to stock option deductions and will be recorded in equity if realized. The state and foreign net operating loss carryforwards will expire from 2007 through 2022.

F-23

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

As of September 30, 2005 and September 29, 2006, the components of deferred taxes are as follows:

	Fiscal
	2005			2006
	(in thousands)
Deferred tax liabilities:
Property and equipment	$	110,552		$	92,520
Inventory		14,683			3,408
Investments		20,748			22,503
Contributions		14,962			—
Other intangible assets, including goodwill		104,133			128,693
Other		9,926			14,112
Gross deferred tax liability		275,004			261,236
Deferred tax assets:
Insurance		12,274			10,364
Employee compensation and benefits		76,219			105,617
Accruals and allowances		22,807			20,273
Net operating loss carryforwards		30,500			34,000
Gross deferred tax asset, before valuation allowances		141,800			170,254
Valuation allowances		(30,500	)		(34,000	)
Net deferred tax liability	$	163,704		$	124,982

The net deferred tax liability at September 30, 2005 and September 29, 2006 includes approximately $12.8 million and $14.8 million, respectively, of deferred tax liability related to the cumulative translation adjustment.

Note 10. Capital stock:

On December 14, 2001, the Company completed an initial public offering (IPO) of 34.5 million shares of its Class B common stock at a price of $23.00 per share, raising approximately $742.9 million, net of issuance costs. Just prior to the completion of the IPO, old ARAMARK Corporation merged with its wholly owned subsidiary, ARAMARK Worldwide Corporation. Each outstanding ARAMARK old Class B and old Class A common share was exchanged for two shares and twenty shares, respectively, of the surviving corporation’s Class A common stock which had the effect of a two-for-one stock split. ARAMARK Worldwide’s name was changed to ARAMARK Corporation, and it succeeded to all the assets, liabilities, rights and obligations of old ARAMARK. Upon completion of the merger, the Amended and Restated Stockholders’ Agreement was terminated and the Company’s limited obligation to repurchase shares was eliminated. Although the Class B shares contain the same economic interests in the Company as the Class A shares, the Class A shares entitle holders to ten votes per share, while the Class B stockholders are entitled to one vote per share.

In May 2002, the Company announced the establishment of a Stock Repurchase Program. Under the Stock Repurchase Program, as amended, the Board of Directors approved the use of up to $900 million to repurchase shares of the Company’s Class A or Class B common stock. Repurchases are made in accordance with applicable securities laws in open market or privately negotiated transactions or otherwise, from time to time, depending on market conditions, and may be discontinued at any time. During fiscal 2006, the Company repurchased 4.1 million shares of Class B common stock at an aggregate cost of approximately $113.4 million, resulting in total repurchases of $761.9 million under the Stock Repurchase Program and current remaining availability of approximately $138.1 million.

F-24

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

During fiscal 2004, the Company paid cash dividends totaling $37.2 million ($0.05/share in each of the four quarters of fiscal 2004). During fiscal 2005, the Company paid cash dividends totaling $40.3 million ($0.055/share in each of the four quarters of fiscal 2005). During fiscal 2006, the Company paid cash dividends totaling $50.5 million ($0.07/share in each of the four quarters of fiscal 2006). At its November 14, 2006 meeting, the Board of Directors declared a dividend in the amount of $0.07 per share, payable on December 7, 2006 to holders of record of the Company’s Class A and Class B common stock at the close of business on November 24, 2006.

Note 11. Shared-based compensation:

The Company has various share-based compensation programs, which include stock options and restricted stock units. The ARAMARK Ownership Plan provided for the issuance of options to purchase shares of Class A common stock. Concurrent with the establishment of the ARAMARK 2001 Equity Incentive Plan (2001 EIP), as discussed below, no future stock option grants will be made under the ARAMARK Ownership Plan. The Company granted installment stock purchase opportunities under this plan which provide for the purchase of shares of Class A common stock. Installment stock purchase opportunities are exercisable in six annual installments with the exercise price of each purchase opportunity equal to the current fair market value at the time the purchase opportunity is granted.

On December 10, 2001, shareholders approved the 2001 EIP, which provides for the initial issuance of up to 30 million shares of either Class A or Class B common stock, with an additional 3% of the Company’s common stock outstanding as of the end of the prior calendar year becoming available under the plan on each January 1 following the adoption of the plan.

As of September 29, 2006, the Company has reserved approximately 54.6 million shares of common stock for issuance pursuant to its employee ownership and benefit programs. Under all programs, the terms of the awards are fixed at the grant date.

Effective October 1, 2005, the Company adopted SFAS No. 123R, “Share-Based Payment,” and related interpretations and began expensing the grant-date fair value of employee stock options. Prior to October 1, 2005, the Company applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense was recognized for employee stock options, as options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

The Company adopted SFAS No. 123R using the modified prospective transition method and therefore has not restated prior periods. Under this transition method, compensation cost associated with employee stock options recognized in fiscal 2006 includes amortization related to the remaining unvested portion of stock option awards granted prior to October 1, 2005, and amortization related to new awards granted on or after October 1, 2005.

Prior to the adoption of SFAS No. 123R, the Company presented excess tax benefits resulting from share-based compensation as operating cash flows in the Consolidated Statements of Cash Flows. Cash provided by operating activities includes the tax benefit from the employee exercise of non-qualified stock options of approximately $25.8 million and $26.8 million during the 2004 and 2005 fiscal years, respectively. SFAS No. 123R requires that cash flows resulting from tax deductions in excess of compensation cost recognized in the financial statements be classified as financing cash flows. The Company has adopted the alternative transition method related to the accounting for the tax effects of shared-based payment awards provided by FASB Staff Position No. 123R-3, “Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards.” For fiscal 2006, $12.8 million of tax benefits were included in “Other financing activities.”

F-25

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The compensation cost charged to expense in fiscal 2004, 2005 and 2006 for share-based compensation programs was $0.9 million, before taxes of $0.3 million, $3.5 million, before taxes of $1.4 million, and $22.0 million, before taxes of $8.3 million, respectively. The compensation cost recognized is classified as “Selling and general corporate expenses” in the Consolidated Statements of Income. No cost was capitalized during fiscal 2004, 2005 and 2006.

Information on the valuation and accounting for the various programs is provided below.

Stock options

Under various plans, executives, employees and outside directors receive awards of options to purchase common stock. The exercise price equals the market price of the Company’s stock on the date of the grant. Options under the plans generally vest ratably over four years, and remain exercisable for ten years from the date of grant. Options issued to directors are fully vested and exercisable immediately upon grant.

The fair value of options granted was estimated using the Black-Scholes option valuation model and the assumptions noted in the table below. Expected volatility and expected dividend yield are based on actual historical experience of the Company’s stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method prescribed by the SEC Staff Accounting Bulletin No. 107. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.

	Fiscal 2006
Expected volatility	20.00%
Expected dividend yield	1.10%
Expected life (in years)	6.25
Risk-free interest rate	4.35% - 5.10%

The weighted-average grant-date fair value of options granted during fiscal 2006 was $6.96 per option.

A summary of stock option activity is presented below:

Options	Shares (000s)		Weighted Average Exercise Price		Aggregate Intrinsic Value ($000s)
Outstanding at September 30, 2005	12,109		$	21.35
Granted	2,577		$	25.57
Exercised	(3,042	)	$	16.29
Forfeited/Cancelled	(1,051	)	$	20.60
Outstanding at September 29, 2006 (weighted-average remaining term of 7.2 years)	10,593		$	23.91	$	94,803
Exercisable at September 29, 2006	4,704		$	23.58	$	43,630

At September 29, 2006, of the 10,593,136 options outstanding, 277,114 were granted prior to the IPO and 10,316,022 were granted post-IPO. The exercise prices of the pre-IPO options range from $9.35 to $9.95 per share (weighted average of $9.75 per share) with an average remaining contractual term of less than a year. The exercise prices of the post-IPO options range from $20.83 to $33.11 per share (weighted average of $24.29 per share) with an average remaining contractual term of 7.4 years.

F-26

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

The total intrinsic value of stock options exercised during fiscal 2004, 2005 and 2006 was $97.3 million, $82.4 million and $36.5 million.

Compensation cost is recognized on a straight-line basis over the vesting period during which employees perform related services. Approximately $16.0 million was charged to expense during fiscal 2006. The Company has applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.

As of September 29, 2006, there was approximately $32 million of unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a weighted-average period of approximately 2 years.

Cash received from option exercises during fiscal 2004, 2005 and 2006 was $39.7 million, $35.7 million and $45.3 million, respectively. The total tax benefit generated from options granted prior to October 1, 2005, which were exercised during fiscal 2006, was approximately $12.7 million, which was credited to “Capital surplus.”

Restricted stock units

The grant-date fair value of restricted stock units is based on the market price of the stock, and compensation cost is amortized to expense on a straight-line basis over the vesting period during which employees perform related services, generally four years.

Since fiscal 2004, the Company has issued restricted stock units to certain employees. Participants are entitled to additional restricted stock units, with a value equivalent to any cash dividends. The unvested units are subject to forfeiture if employment is terminated other than due to death, disability or retirement, and the units are nontransferable while subject to forfeiture.

Restricted Stock Units	Units (000s)		Weighted Average Grant Date Fair Value
Nonvested at September 30, 2005	575		$	25.59
Granted	534		$	25.96
Vested	(99	)	$	25.66
Forfeited	(164	)	$	25.88
Nonvested at September 29, 2006	846		$	25.76

The compensation cost charged against income during fiscal 2004, 2005 and 2006 for restricted stock unit awards was approximately $0.9 million, $3.5 million and $6.0 million, respectively. As of September 29, 2006, there was approximately $18 million of unrecognized compensation cost related to restricted stock unit awards. The cost is expected to be recognized over a weighted-average period of approximately 3 years.

Note 12. Accounts receivable securitization:

The Company has an agreement (the Receivables Facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables Facility. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the

F-27

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Receivables Facility, certain subsidiaries of the Company transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. ARAMARK Receivables, LLC, in turn, has sold and, subject to certain conditions, may from time to time sell an undivided interest in these receivables up to $225 million. The Company has retained collection and administrative responsibility for the participating interest sold, and has retained an undivided interest in the transferred receivables of approximately $291.9 million and $306.1 million at September 30, 2005 and September 29, 2006, respectively, which is subject to a security interest. This two-step transaction is accounted for as a sale of receivables following the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement No. 125.” At September 30, 2005 and September 29, 2006, respectively, $189.8 million and $187.8 million of accounts receivable were sold and removed from the consolidated balance sheet. The loss on the sale of receivables was $2.9 million, $6.8 million and $11.2 million for fiscal 2004, 2005 and 2006, respectively, and is included in “Interest and Other Financing Costs, net.”

Note 13. Commitments and contingencies:

The Company has capital and other purchase commitments of approximately $388.7 million at September 29, 2006, primarily in connection with commitments for capital projects, client contract investments and business acquisitions. At September 29, 2006, the Company also has letters of credit outstanding in the amount of $73.3 million.

Certain of the Company’s operating lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions related to residual value guarantees. The maximum potential liability to ARAMARK under such arrangements was approximately $77.0 million at September 29, 2006 if the terminal fair value of vehicles coming off lease was zero. Consistent with past experience, management does not expect any significant payments will be required pursuant to these arrangements. No amounts have been accrued for guarantee arrangements at September 29, 2006.

Rental expense for all operating leases was $151.9 million, $150.6 million and $157.5 million for fiscal 2004, 2005 and 2006, respectively. Following is a schedule of the future minimum rental and similar commitments under all noncancelable operating leases as of September 29, 2006 (in thousands):

Fiscal Year
2007	$	166,681
2008		75,446
2009		65,565
2010		53,625
2011		47,183
Subsequent years		164,657
Total minimum rental obligations	$	573,157

The Company may be exposed to liability resulting from the non-performance of certain indemnification obligations by an entity currently in bankruptcy from which the Company acquired a business in fiscal 2000. The amount of such exposure cannot be quantified at the present time due to uncertainty with respect to the number and amount of claims, if any, originating from or relating to, the pre-acquisition period. The Company has $25 million of insurance coverage for such exposure with a $5 million retained loss limit.

From time to time, the Company is a party to various legal actions involving claims incidental to the conduct of its business, including actions by clients, customers, employees and third parties, including under

F-28

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

federal and state employment laws, wage and hour laws and customs, import and export control laws, environmental laws and dram shop laws. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or cash flows.

On July 21, 2004, agents of the United States Department of Commerce, among others, executed a search warrant at the Lexington, Kentucky facilities of Galls, a division of the Company, to gather records in connection with record keeping and documentation of certain export sales. In the Fall of 2004, the Company also provided records in response to grand jury subpoenas. The investigation surrounds the possible failure to obtain proper export licenses or prepare accurate shipping declarations in connection with the export of Galls products. Galls is cooperating fully in the investigation. The Company can give no assurance as to the outcome of this investigation.

On January 18 and 19, 2005, a New Jersey jury found ARAMARK Corporation and certain affiliates liable for approximately $30 million in compensatory damages and $75 million in punitive damages in connection with an automobile accident caused by an intoxicated driver who attended a professional football game at which certain affiliates of the Company provided food and beverage service. The Company and its affiliates appealed the judgment to the Appellate Division of Superior Court of New Jersey on April 13, 2005. Based on the information then available, and acknowledging the uncertainty of litigation, the September 30, 2005 Consolidated Balance Sheet reflected the amount awarded and the related expected recovery if such liability were to be confirmed. Such amounts were included in “Other Noncurrent Liabilities” and “Other Assets,” respectively. On August 3, 2006, the Appellate Division of the Superior Court issued its decision reversing the entire verdict of the trial court, and remanded the matter back to the trial court for a new trial. The September 29, 2006 Consolidated Balance Sheet has been adjusted to remove the previously recorded award liability and related expense recovery. On September 6, 2006, the plaintiffs filed a petition for certification concerning the Appellate Division decision with the New Jersey Supreme Court and the New Jersey Supreme Court has not yet voted on this petition. The Company and its affiliates intend to defend themselves vigorously in this matter.

In June 2006, the Bermuda Monetary Authority (BMA) presented a winding up petition to the Supreme Court of Bermuda as to Hatteras Re, a Bermuda reinsurance company which participates in a portion of ARAMARK’s casualty insurance program, to place it into provisional liquidation. A Joint Provisional Liquidator (JPL) was appointed and authorized to assume control of Hatteras Re’s business. At an official meeting of creditors on November 9, 2006, the creditors elected to keep the JPL as a permanent liquidator and ARAMARK was elected to the creditor’s committee. The Supreme Court of Bermuda, however, has yet to approve these elections. The activities of the JPL are currently underway and ARAMARK’s insurance claims are being paid by Hatteras Re under the direction of the JPL. A preliminary analysis by ARAMARK and its insurance advisors indicates Hatteras Re has access to funds sufficient to pay ARAMARK’s estimated insurance claims for the relevant program periods. ARAMARK and its advisors are currently discussing with the JPL and other insurance carriers an alternative insurance solution for the covered periods, however, the terms and conditions of such an arrangement have not yet been determined and will be dependent in part on the future actions of the JPL and possibly other parties to the Hatteras Re proceedings. While the ultimate outcome of this matter is uncertain, and dependent in part on future developments, based on the information currently available, ARAMARK does not expect the final resolution will have a material adverse effect on the consolidated financial statements.

On May 1, 2006, two cases were filed in the Court of Chancery of the State of Delaware in New Castle County against the Company and each of the Company’s directors. The two cases are putative class actions brought by stockholders alleging that the Company’s directors breached their fiduciary duties to the Company in

F-29

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

connection with the proposal from a group of investors led by Mr. Neubauer to acquire all of the outstanding shares of the Company. On May 22, 2006, two additional cases making substantially identical allegations were brought against the Company and certain of its directors, one in the Court of Common Pleas in Philadelphia, Pennsylvania (in which only the Company and Mr. Neubauer were named as defendants) and another in the Court of Chancery of the State of Delaware in New Castle County (in which the Company and all directors were named as defendants). All of the cases make claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On June 7, 2006, the Court of Chancery of the State of Delaware consolidated the three pending Delaware actions as In re: ARAMARK Corporation Shareholders Litigation.

On or around August 11, 2006, a fourth putative class action complaint was filed in the Court of Chancery of the State of Delaware in New Castle County by the City of Southfield Police and Fire Retirement System purportedly on behalf of the Company’s stockholders. The complaint names the Company and each of the Company’s directors as defendants and alleges that the defendants breached their fiduciary duties to the stockholders in connection with the proposed acquisition of the Company’s outstanding shares and making claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On August 25, 2006, the Court of Chancery of the State of Delaware consolidated this action with In re: ARAMARK Corporation Shareholders Litigation. The parties have entered into an agreement in principle to settle the Delaware actions. The agreement in principle remains subject to court approval. As part of the agreement in principle, each share of Class A common stock beneficially owned by members of ARAMARK’s management committee (Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli, Timothy P. Cost, Andrew C. Kerin, Lynn B. McKee, Ravi K. Saligram and Thomas J. Vozzo) will be counted as one vote for purposes of the additional vote to approve the adoption of the merger agreement. In connection with settling in principle, we expect counsel for the plaintiffs to make a demand for a reasonable amount of attorneys’ fees and expenses, which amount has not yet been determined.

Note 14. Quarterly results (unaudited):

The following table summarizes quarterly financial data for fiscal 2005 and 2006:

	Fiscal Quarter
	2005
	First		Second		Third		Fourth		Year
	(in thousands, except per share data)
Sales	$	2,730,233	$	2,659,142	$	2,792,366	$	2,781,619	$	10,963,360
Cost of services provided		2,474,040		2,428,549		2,532,145		2,487,008		9,921,742
Net income		72,446		53,094		71,383		91,552		288,475
Diluted earnings per share	$	0.38	$	0.28	$	0.38	$	0.49	$	1.53

	Fiscal Quarter
	2006
	First		Second		Third		Fourth		Year
	(in thousands, except per share data)
Sales	$	2,925,928	$	2,829,495	$	2,933,638	$	2,932,112	$	11,621,173
Cost of services provided		2,641,593		2,580,379		2,676,846		2,638,565		10,537,383
Net income		93,121		58,631		34,983		74,363		261,098
Diluted earnings per share	$	0.50	$	0.32	$	0.19	$	0.40	$	1.41

In the first and second fiscal quarters, within the “Food and Support Services—United States” segment, historically there has been a lower level of activity at the higher margin sports, entertainment and recreational food service operations that is partly offset by increased activity in the educational operations. However, in the third and fourth fiscal quarters, historically there has been a significant increase at sports, entertainment and

F-30

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

recreational accounts that is partially offset by the effect of summer recess on the educational accounts. In addition, there is a seasonal increase in volume of directly marketed work clothing during the first fiscal quarter.

The third quarter of fiscal 2006 includes goodwill impairment and related charges equivalent to approximately $0.15 per diluted share. The fourth quarter of fiscal 2006 includes merger related costs equivalent to approximately $0.03 per diluted share.

Note 15. Business segments:

The Company provides or manages services in two strategic areas: Food and Support Services and Uniform and Career Apparel, which are organized and managed in the following reportable business segments:

Food and Support Services—United States—Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, entertainment, recreational and other facilities serving the general public. Food and Support Services—United States operating income for fiscal 2005 includes a gain of approximately $9.7 million representing the Company’s share of the gain from a real estate sale by a 50%-owned equity affiliate. Fiscal 2006 operating income includes approximately $7.5 million of insurance proceeds related to business disruptions in the Gulf Coast region caused by Hurricane Katrina and approximately $5.7 million of costs related to the termination of two unprofitable client contracts.

The National Hockey League Collective Bargaining Agreement expired in September 2004 and the 2004-2005 season was cancelled. As a result, the Food and Support Services—United States segment results for 2005 do not include operating results from NHL venues. The NHL venues resumed operations in fiscal 2006.

Food and Support Services—International—Food, refreshment, specialized dietary and support services, including facility maintenance and housekeeping, provided to business, educational and healthcare institutions and in sports, entertainment, recreational and other facilities serving the general public. Operations are conducted in 19 countries, including the U.K., Canada, Germany, Chile, Ireland, Spain, Korea, Belgium, Mexico, Japan, China, the Czech Republic and Hungary. Food and Support Services—International operating income for fiscal 2005 includes a charge of approximately $7.4 million related to withdrawing from our offshore oil service business in West Africa and management separation costs in the U.K.

Uniform and Career Apparel—Rental—Rental, sale, cleaning, maintenance and delivery of personalized uniform and career apparel and other textile items on a contract basis. Also provided are walk-off mats, cleaning cloths, disposable towels and other environmental control items.

Uniform and Career Apparel—Direct Marketing—Direct marketing of personalized uniforms and career apparel, public safety equipment and accessories to businesses, public institutions and individuals. The segment operating loss for fiscal 2006 includes a goodwill impairment charge of $35.0 million (Note 5) and charges of approximately $8.0 million to adjust asset and liability carrying values at WearGuard-Crest in connection with certain business realignment initiatives.

Corporate—Corporate includes general corporate expenses not specifically allocated to an individual segment. Fiscal 2004 includes a separation charge of approximately $10.0 million related to the resignation of the Company’s former chief executive officer in September 2004, including a lump sum payment ($4.0 million) and the present value of future payments ($3.9 million) due pursuant to his employment agreement, as well as the intrinsic value ($2.1 million) of his outstanding stock options for which vesting was accelerated. Fiscal 2006 Corporate expense includes stock option expense of $16.0 million, which commenced in the first quarter of fiscal

F-31

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

2006 upon adoption of SFAS No. 123R, and transaction costs related to the proposed merger of approximately $6.4 million.

Sales by segment are substantially comprised of services to unaffiliated customers and clients. Operating income reflects expenses directly related to individual segments plus an allocation of corporate expenses applicable to more than one segment.

Net property and equipment by geographic area is as follows:

	Fiscal
	2005		2006
	(in millions)
United States	$	1,082.4	$	1,059.4
International		129.1		137.4
Total	$	1,211.5	$	1,196.8

	Sales
	Fiscal
	2004		2005		2006
	(in millions)
Food and Support Services—United States	$	6,879.3	$	7,129.1	$	7,454.4
Food and Support Services—International		1,830.4		2,280.2		2,546.6
Uniform and Career Apparel—Rental		1,042.5		1,125.8		1,202.0
Uniform and Career Apparel—Direct Marketing		440.0		428.3		418.2
Total	$	10,192.2	$	10,963.4	$	11,621.2

	Depreciation and Amortization
	Fiscal
	2004		2005		2006
	(in millions)
Food and Support Services—United States	$	190.5	$	194.5	$	202.3
Food and Support Services—International		36.5		48.3		56.1
Uniform and Career Apparel—Rental		58.5		68.5		71.8
Uniform and Career Apparel—Direct Marketing		11.6		7.7		7.7
Corporate		0.9		1.1		1.4
Total	$	298.0	$	320.1	$	339.3

	Operating Income
	Fiscal
	2004			2005			2006
	(in millions)
Food and Support Services—United States	$	375.8		$	403.1		$	397.9
Food and Support Services—International		66.7			78.0			109.4
Uniform and Career Apparel—Rental		116.0			125.8			133.9
Uniform and Career Apparel—Direct Marketing		20.1			11.2			(44.2	)
		578.6			618.1			597.0
Corporate		(41.0	)		(37.9	)		(66.5	)
Operating income		537.6			580.2			530.5
Interest and other financing costs, net		(122.4	)		(127.0	)		(139.9	)
Income before income taxes	$	415.2		$	453.2		$	390.6

F-32

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

	Capital Expenditures and Client Contract Investments *						Indentifiable Assets
	Fiscal						Fiscal
	2004		2005		2006		2005		2006
	(in millions)
Food and Support Services—United States	$	187.2	$	172.3	$	197.6	$	2,513.4	$	2,607.5
Food and Support Services—International		57.4		65.0		52.1		1,002.8		1,092.0
Uniform and Career Apparel—Rental		74.3		77.0		60.3		1,146.9		1,202.3
Uniform and Career Apparel—Direct Marketing		5.3		6.1		12.1		280.6		239.8
Corporate		0.4		—		1.9		213.4		121.7
Total	$	324.6	$	320.4	$	324.0	$	5,157.1	$	5,263.3

* Includes amounts acquired in business combinations.

Note 16. Condensed consolidating financial statements of ARAMARK Corporation and subsidiaries:

The following condensed consolidating financial statements of ARAMARK Corporation and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These financial statements reflect the guarantee arrangements resulting from the merger transaction effected on January 26, 2007, which is described in Note 2.

These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the consolidated financial statements. On January 26, 2007, in connection with the Transaction, the Company issued 8.50% senior notes due 2015 and senior floating rate notes due 2015. The senior notes are jointly and severally guaranteed on a senior unsecured basis by substantially all of the Company’s existing and future domestic subsidiaries (excluding the receivables facility subsidiary) (“Guarantors”). Each of the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the senior notes (“Non-Guarantors”). The Guarantors also guarantee certain other unregistered debt.

F-33

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating balance sheets

September 30, 2005

	ARAMARK Corporation		Guarantors		Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Assets
Current Assets:
Cash and cash equivalents	$	10.8	$	19.6	$	25.7	$	—		$	56.1
Receivables		6.8		187.7		614.0		—			808.5
Inventories, at lower of cost or market		18.8		403.9		63.1		—			485.8
Prepayments and other current assets		18.6		64.1		10.1		—			92.8
Total current assets		55.0		675.3		712.9		—			1,443.2
Property and Equipment, net		50.9		994.9		165.7		—			1,211.5
Goodwill		74.4		1,330.6		317.6		(39.9	)		1,682.7
Investment and Advances in Subsidiaries		3,740.5		1,428.3		136.0		(5,304.8	)		—
Other Intangible Assets		1.8		182.8		90.0		—			274.6
Other Assets		148.2		252.3		144.6		—			545.1
	$	4,070.8	$	4,864.2	$	1,566.8	$	(5,344.7	)	$	5,157.1
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term borrowings	$	1.4	$	11.8	$	33.2	$	—		$	46.4
Accounts payable		125.4		263.7		195.9		—			585.0
Accrued expenses and other liabilities		138.4		615.4		133.4		—			887.2
Total current liabilities		265.2		890.9		362.5		—			1,518.6
Long-Term Borrowings		1,392.7		25.1		376.7		—			1,794.5
Deferred Income Taxes and Other Noncurrent Liabilities		260.9		185.3		72.2		—			518.4
Intercompany Payable		826.4		—		417.6		(1,244.0	)		—
Shareholders’ Equity		1,325.6		3,762.9		337.8		(4,100.7	)		1,325.6
	$	4,070.8	$	4,864.2	$	1,566.8	$	(5,344.7	)	$	5,157.1

F-34

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating balance sheets

September 29, 2006

	ARAMARK Corporation		Guarantors		Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Assets
Current Assets:
Cash and cash equivalents	$	3.8	$	20.1	$	23.8	$	—		$	47.7
Receivables		4.9		209.4		656.6		—			870.9
Inventories, at lower of cost or market		17.7		414.8		61.7		—			494.2
Prepayments and other current assets		19.1		80.6		14.3		—			114.0
Total current assets		45.5		724.9		756.4		—			1,526.8
Property and Equipment, net		53.6		967.3		175.9		—			1,196.8
Goodwill		74.4		1,353.4		361.4		(42.1	)		1,747.1
Investment and Advances in Subsidiaries		4,124.6		1,801.7		119.6		(6,045.9	)		—
Other Intangible Assets		1.4		203.8		92.8		—			298.0
Other Assets		40.0		304.0		150.6		—			494.6
	$	4,339.5	$	5,355.1	$	1,656.7	$	(6,088.0	)	$	5,263.3
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term borrowings	$	1.5	$	14.0	$	24.7	$	—		$	40.2
Accounts payable		122.7		316.0		204.1		—			642.8
Accrued expenses and other liabilities		127.6		627.3		148.7		—			903.6
Total current liabilities		251.8		957.3		377.5		—			1,586.6
Long-Term Borrowings		1,405.7		29.0		328.4		—			1,763.1
Deferred Income Taxes and Other Noncurrent Liabilities		136.6		175.6		79.7		—			391.9
Intercompany Payable		1,023.7		—		507.7		(1,531.4	)		—
Shareholders’ Equity		1,521.7		4,193.2		363.4		(4,556.6	)		1,521.7
	$	4,339.5	$	5,355.1	$	1,656.7	$	(6,088.0	)	$	5,263.3

F-35

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of income

For the year ended October 1, 2004

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	1,015.6		$	7,134.1		$	2,042.5	$	—		$	10,192.2
Equity in Net Income of Subsidiaries		311.1			—			—		(311.1	)		—
		1,326.7			7,134.1			2,042.5		(311.1	)		10,192.2
Costs and Expenses:
Cost of services provided		928.6			6,365.7			1,927.9		—			9,222.2
Depreciation and amortization		14.6			238.6			44.8		—			298.0
Selling and general corporate expenses		48.2			74.3			11.9		—			134.4
		991.4			6,678.6			1,984.6		—			9,654.6
Operating income		335.3			455.5			57.9		(311.1	)		537.6
Interest and Other Financing Costs, net:
Interest expense, net		111.3			(0.1	)		11.2		—			122.4
Intercompany interest, net		(5.0	)		(4.7	)		9.7		—			—
		106.3			(4.8	)		20.9		—			122.4
Income before income taxes		229.0			460.3			37.0		(311.1	)		415.2
Provision (Benefit) for Income Taxes		(34.1	)		173.6			12.6		—			152.1
Net income (loss)	$	263.1		$	286.7		$	24.4	$	(311.1	)	$	263.1

F-36

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of income

For the year ended September 30, 2005

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	1,127.1		$	7,356.2		$	2,480.1	$	—		$	10,963.4
Equity in Net Income of Subsidiaries		262.3			—			—		(262.3	)		—
		1,389.4			7,356.2			2,480.1		(262.3	)		10,963.4
Costs and Expenses:
Cost of services provided		926.9			6,673.3			2,321.5		—			9,921.7
Depreciation and amortization		17.0			247.2			55.9		—			320.1
Selling and general corporate expenses		44.0			78.1			19.2		—			141.3
		987.9			6,998.6			2,396.6		—			10,383.1
Operating income		401.5			357.6			83.5		(262.3	)		580.3
Interest and Other Financing Costs, net:
Interest expense, net		99.8			0.3			26.9		—			127.0
Intercompany interest, net		(0.6	)		(5.4	)		6.0		—			—
		99.2			(5.1	)		32.9		—			127.0
Income before income taxes		302.3			362.7			50.6		(262.3	)		453.3
Provision for Income Taxes		13.7			133.7			17.3		—			164.7
Net income (loss)	$	288.6		$	229.0		$	33.3	$	(262.3	)	$	288.6

F-37

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of income

For the year ended September 29, 2006

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Sales	$	1,122.2		$	7,695.0		$	2,804.0		$	—		$	11,621.2
Equity in Net Income of Subsidiaries		257.5			—			—			(257.5	)		—
		1,379.7			7,695.0			2,804.0			(257.5	)		11,621.2
Costs and Expenses:
Cost of services provided		951.8			6,985.3			2,600.3			—			10,537.4
Depreciation and amortization		17.2			257.5			64.6			—			339.3
Selling and general corporate expenses		70.4			88.1			20.4			—			178.9
Goodwill impairment		—			35.0			—			—			35.0
		1,039.4			7,365.9			2,685.3			—			11,090.6
Operating income		340.3			329.1			118.7			(257.5	)		530.6
Interest and Other Financing Costs, net:
Interest expense, net		105.1			1.9			33.0			—			140.0
Intercompany interest, net		(0.4	)		(5.4	)		5.8			—			—
		104.7			(3.5	)		38.8			—			140.0
Income from continuing operations before income tax		235.6			332.6			79.9			(257.5	)		390.6
Provision (Benefit) for Income Taxes		(22.4	)		123.5			28.1			—			129.2
Income from continuing operations		258.0			209.1			51.8			(257.5	)		261.4
Income from discontinued operations		3.1			—			—			—			3.1
Cumulative effect of change in accounting principle, net		—			(2.7	)		(0.7	)		—			(3.4	)
Net income (loss)	$	261.1		$	206.4		$	51.1		$	(257.5	)	$	261.1

F-38

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of cash flows

For the year ended October 1, 2004

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by (used in) operating activities	$	25.6		$	501.8		$	(5.7	)	$	(4.2	)	$	517.5
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(6.9	)		(256.5	)		(45.3	)		—			(308.7	)
Disposals of property and equipment		2.8			12.5			5.2			—			20.5
Acquisitions of businesses, net of cash acquired		—			(20.6	)		(136.4	)		—			(157.0	)
Other investing activities		(13.4	)		35.6			32.6			(57.5	)		(2.7	)
Proceeds from sales and divestitures		—			8.5			—			—			8.5
Net cash provided by (used in) investing activities		(17.5	)		(220.5	)		(143.9	)		(57.5	)		(439.4	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		215.1			4.5			221.5			—			441.1
Payment of long-term borrowings		(255.3	)		(12.3	)		(75.7	)		—			(343.3	)
Proceeds from issuance of common stock		39.7			—			—			—			39.7
Repurchase of stock		(184.1	)		—			—			—			(184.1	)
Payment of dividends		(37.2	)		—			—			—			(37.2	)
Other financing activities		6.5			—			—			—			6.5
Change in intercompany, net		207.3			(273.5	)		4.5			61.7			—
Net cash provided by (used in) financing activities		(8.0	)		(281.3	)		150.3			61.7			(77.3	)
Increase in cash and cash equivalents		0.1			—			0.7			—			0.8
Cash and cash equivalents, beginning of period		3.8			19.5			21.2			—			44.5
Cash and cash equivalents, end of period	$	3.9		$	19.5		$	21.9		$	—		$	45.3

F-39

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of cash flows

For the year ended September 30, 2005

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by operating activities	$	38.7		$	485.2		$	80.8		$	7.1		$	611.8
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(15.6	)		(236.2	)		(63.8	)		—			(315.6	)
Disposals of property and equipment		3.6			12.8			5.2			—			21.6
Acquisitions of businesses, net of cash acquired		—			(57.6	)		(62.7	)		—			(120.3	)
Other investing activities		(3.2	)		240.4			(87.6	)		(112.7	)		36.9
Proceeds from sales and divestitures		—			11.5			—			—			11.5
Net cash provided by (used in) investing activities		(15.2	)		(29.1	)		(208.9	)		(112.7	)		(365.9	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		250.0			—			111.4			—			361.4
Payment of long-term borrowings		(358.1	)		(9.7	)		(25.8	)		—			(393.6	)
Proceeds from issuance of common stock		35.7			—			—			—			35.7
Repurchase of stock		(187.6	)		—			—			—			(187.6	)
Payment of dividends		(40.3	)		—			—			—			(40.3	)
Other financing activities		(10.7	)		—			—			—			(10.7	)
Change in intercompany, net		294.4			(446.3	)		46.3			105.6			—
Net cash provided by (used in) financing activities		(16.6	)		(456.0	)		131.9			105.6			(235.1	)
Increase in cash and cash equivalents		6.9			0.1			3.8			—			10.8
Cash and cash equivalents, beginning of period		3.9			19.5			21.9			—			45.3
Cash and cash equivalents, end of period	$	10.8		$	19.6		$	25.7		$	—		$	56.1

F-40

ARAMARK Corporation and subsidiaries

Notes to consolidated financial statements (continued)

Condensed consolidating statements of cash flows

For the year ended September 29, 2006

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by (used in) operating activities	$	48.5		$	451.4		$	92.4		$	(6.5	)	$	585.8
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(15.9	)		(247.0	)		(56.9	)		—			(319.8	)
Disposals of property and equipment		2.8			43.0			3.3			—			49.1
Acquisitions of businesses, net of cash acquired		—			(95.0	)		(44.3	)		—			(139.3	)
Other investing activities		(68.1	)		34.8			11.6			35.2			13.5
Net cash provided by (used in) investing activities		(81.2	)		(264.2	)		(86.3	)		35.2			(396.5	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		310.0			—			13.6			—			323.6
Payment of long-term borrowings		(303.0	)		(11.9	)		(89.5	)		—			(404.4	)
Proceeds from issuance of common stock		45.3			—			—			—			45.3
Repurchase of stock		(113.5	)		—			—			—			(113.5	)
Payment of dividends		(50.5	)		—			—			—			(50.5	)
Other financing activities		1.8			—			—			—			1.8
Change in intercompany, net		135.6			(174.8	)		67.9			(28.7	)		—
Net cash provided by (used in) financing activities		25.7			(186.7	)		(8.0	)		(28.7	)		(197.7	)
Increase (decrease) in cash and cash equivalents		(7.0	)		0.5			(1.9	)		—			(8.4	)
Cash and cash equivalents, beginning of period		10.8			19.6			25.7			—			56.1
Cash and cash equivalents, end of period	$	3.8		$	20.1		$	23.8		$	—		$	47.7

F-41

ARAMARK Corporation and subsidiaries

Schedule II—Valuation and qualifying accounts and reserves

For the fiscal years ended October 1, 2004, September 30, 2005 and September 29, 2006

			Additions				Reductions
	Balance, Beginning of Fiscal Year		Acquisition of Businesses		Charged to Income		Divestiture of Businesses		Deductions from Reserves(1)		Balance, End of Fiscal Year
	(dollars in thousands)
Description
Fiscal Year 2004
Reserves for doubtful accounts, advances and current notes receivable	$	29,697	$	1,750	$	10,202	$	—	$	8,804	$	32,845
Fiscal Year 2005
Reserves for doubtful accounts, advances and current notes receivable	$	32,845	$	862	$	20,303	$	—	$	11,365	$	42,645
Fiscal Year 2006
Reserves for doubtful accounts, advances and current notes receivable	$	42,645	$	180	$	14,788	$	—	$	20,391	$	37,222

(1) Allowances granted and amounts determined not to be collectible.

F-42

ARAMARK Corporation and subsidiaries

Condensed consolidated balance sheets

(Unaudited)

(dollars in thousands)

	Successor			Predecessor
	March 30, 2007			September 29, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$	70,846		$	47,679
Receivables		849,701			870,909
Inventories, at lower of cost or market		503,477			494,176
Prepayments and other current assets		139,275			114,080
Total current assets		1,563,299			1,526,844
Property and Equipment, net		1,181,319			1,196,830
Goodwill		5,113,073			1,747,094
Other Intangible Assets		1,618,203			297,986
Other Assets		840,621			494,563
	$	10,316,515		$	5,263,317
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term borrowings	$	76,147		$	40,203
Accounts payable		614,099			642,778
Accrued expenses and other current liabilities		806,806			903,715
Total current liabilities		1,497,052			1,586,696
Long-Term Borrowings		6,149,908			1,763,088
Deferred Income Taxes and Other Noncurrent Liabilities		1,099,643			391,941
Common Stock Subject to Repurchase		143,927			—
Shareholders’ Equity:
Successor:
Common stock, par value $.01 (authorized: 1,000 shares; issued and outstanding: 1,000 shares)		—			—
Predecessor:
Class A common stock, par value $.01 (authorized: 600,000,000 shares; issued: 75,129,722 shares; outstanding: 56,245,418 shares)		—			751
Class B common stock, par value $.01 (authorized: 1,000,000,000 shares; issued: 156,170,782 shares; outstanding: 123,882,195 shares)		—			1,562
Capital surplus		1,447,700			1,210,300
Earnings retained for use in the business		4,513			1,538,760
Accumulated other comprehensive income (loss)		(26,228	)		12,524
Treasury stock (shares held in treasury: 51,172,891 shares at September 29, 2006)		—			(1,242,305	)
Total shareholders’ equity		1,425,985			1,521,592
	$	10,316,515		$	5,263,317

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-43

ARAMARK Corporation and subsidiaries

Condensed consolidated statements of operations

(Unaudited)

(dollars in thousands)

	Successor		Predecessor
	Period from January 27, 2007 through March 30, 2007		Period from December 30, 2006 through January 26, 2007			Three Months Ended March 31, 2006
Sales	$	2,145,620	$	835,322		$	2,829,495
Costs and Expenses:
Cost of services provided		1,932,480		782,494			2,580,379
Depreciation and amortization		79,220		28,859			83,614
Selling and general corporate expenses		25,166		127,751			41,913
		2,036,866		939,104			2,705,906
Operating income (loss)		108,754		(103,782	)		123,589
Interest and Other Financing Costs, net		104,021		12,761			35,072
Income (loss) before income taxes		4,733		(116,543	)		88,517
Provision (benefit) for Income Taxes		220		(43,612	)		29,886
Net income (loss)	$	4,513	$	(72,931	)	$	58,631

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-44

ARAMARK Corporation and subsidiaries

Condensed consolidated statements of operations

(Unaudited)

(dollars in thousands)

	Successor		Predecessor
	Period from January 27, 2007 through March 30, 2007		Period from September 30, 2006 through January 26, 2007		Six Months Ended March 31, 2006
Sales	$	2,145,620	$	3,945,868	$	5,755,423
Costs and Expenses:
Cost of services provided		1,932,480		3,586,961		5,221,972
Depreciation and amortization		79,220		116,438		165,511
Selling and general corporate expenses		25,166		173,934		85,732
		2,036,866		3,877,333		5,473,215
Operating income		108,754		68,535		282,208
Interest and Other Financing Costs, net		104,021		48,672		69,161
Income before income taxes		4,733		19,863		213,047
Provision for Income Taxes		220		5,063		61,295
Net income	$	4,513	$	14,800	$	151,752

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-45

ARAMARK Corporation and subsidiaries

Condensed consolidated statements of cash flows

(Unaudited)

(dollars in thousands)

	Successor			Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 31, 2006
Cash flows from operating activities:
Net income	$	4,513		$	14,800		$	151,752
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		79,220			116,438			165,511
Income taxes deferred		(10,843	)		(11,640	)		(19,205	)
Changes in noncash working capital		93,535			(269,729	)		(130,672	)
Net proceeds from sale of receivables		29,000			—			15,300
Other operating activities		17,038			73,980			1,049
Net cash provided by (used in) operating activities		212,463			(76,151	)		183,735
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(49,815	)		(81,534	)		(142,526	)
Disposals of property and equipment		1,490			20,055			39,722
Acquisition of certain businesses, net of cash acquired		(1,256	)		(81,718	)		(37,186	)
Acquisition of ARAMARK Corporation		(6,099,980	)		—			—
Other investing activities		5,504			3,245			3,697
Net cash used in investing activities		(6,144,057	)		(139,952	)		(136,293	)
Cash flows from financing activities:
Proceeds from long-term borrowings		5,933,483			416,956			76,672
Payment of long-term borrowings		(1,768,183	)		(130,986	)		(22,314	)
Proceeds from issuance of common stock		—			9,666			30,142
Capital contributions		1,839,927			—			—
Repurchase of stock		—			—			(108,460	)
Payment of dividends		—			(12,624	)		(25,270	)
Other financing activities		(139,391	)		22,016			1,686
Net cash provided by (used in) financing activities		5,865,836			305,028			(47,544	)
Increase (decrease) in cash and cash equivalents		(65,758	)		88,925			(102	)
Cash and cash equivalents, beginning of period		136,604			47,679			56,066
Cash and cash equivalents, end of period	$	70,846		$	136,604		$	55,964

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-46

ARAMARK Corporation and subsidiaries

Condensed consolidated statements of shareholders’ equity

(Unaudited)

(dollars in thousands)

	Common Stock		Class A Common Stock			Class B Common Stock		Capital Surplus			Earnings Retained for Use in the Business			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total
Predecessor
Balance, September 29, 2006	$	—	$	751		$	1,562	$	1,210,300		$	1,538,760		$	12,524		$	(1,242,305	)	$	1,521,592
Comprehensive income:
Net income												14,800									14,800
Foreign currency translation adjustments (net of tax)															525						525
Change in fair value of cash flow hedges (net of tax)															8,926						8,926
Total comprehensive income																					24,251
Payment of dividends												(12,624	)								(12,624	)
Conversion of Class A to Class B				(51	)		51														—
Issuance of common stock				7			3		25,006												25,016
Compensation expense related to stock incentive plans									90,580												90,580
Reclassification of share-based awards from equity to liability									(142,567	)											(142,567	)
Purchases of common stock for the treasury																		(3,602	)		(3,602	)
Adoption of SFAS No. 158															(15,321	)					(15,321	)
Balance, January 26, 2007	$	—	$	707		$	1,616	$	1,183,319		$	1,540,936		$	6,654		$	(1,245,907	)	$	1,487,325
Successor
Investment by Parent Company	$	—	$	—		$	—	$	1,848,527		$	—		$	—		$	—		$	1,848,527
Deemed dividend to continuing shareholder									(408,000	)											(408,000	)
Comprehensive loss:
Net income												4,513									4,513
Foreign currency translation adjustments (net of tax)															(1,931	)					(1,931	)
Change in fair value of cash flow hedges (net of tax)															(24,297	)					(24,297	)
Total comprehensive loss																					(21,715	)
Compensation expense related to stock incentive plans									7,173												7,173
Balance, March 30, 2007	$	—	$	—		$	—	$	1,447,700		$	4,513		$	(26,228	)	$	—		$	1,425,985

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-47

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited)

(1) Basis of presentation:

ARAMARK Corporation (the “Company”) was acquired on January 26, 2007 through a merger transaction with RMK Acquisition Corporation, a Delaware corporation controlled by investment funds associated with GS Capital Partners, CCMP Capital Advisors, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (collectively, the “Sponsors”), Joseph Neubauer, Chairman and Chief Executive Officer of ARAMARK, and certain other members of the Company’s management. The acquisition was accomplished through the merger of RMK Acquisition Corporation with and into ARAMARK Corporation with ARAMARK Corporation being the surviving company (the “Transaction”).

The Company is a wholly-owned subsidiary of ARAMARK Intermediate Holdco Corporation, which is wholly-owned by ARAMARK Holdings Corporation (the “Parent Company”). ARAMARK Holdings Corporation, ARAMARK Intermediate Holdco Corporation and RMK Acquisition Corporation were formed for the purpose of facilitating the Transaction.

Although ARAMARK Corporation continued as the same legal entity after the Transaction, the accompanying condensed consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of ARAMARK Corporation and subsidiaries for both the Predecessor and Successor periods.

On March 30, 2007, ARAMARK Corporation was merged with and into ARAMARK Services, Inc. with ARAMARK Services, Inc. being the surviving corporation. In connection with the consummation of the merger, ARAMARK Services, Inc. changed its name to ARAMARK Corporation.

The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. The condensed consolidated financial statements exclude the accounts of ARAMARK Holdings Corporation and ARAMARK Intermediate Holdco Corporation.

The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Predecessor’s audited consolidated financial statements, and the notes, to these statements, included in the Predecessor’s Annual Report on Form 10-K for the fiscal year ended September 29, 2006. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of the Company, the statements include all adjustments (which, other than the effects of the Transaction, include only normal recurring adjustments) required for a fair statement of financial position, results of operations, cash flows and shareholder’s equity for such periods. The results of operations for interim periods are not necessarily indicative of the results for a full year, due to the seasonality of some of our business activities and the possibility of changes in general economic conditions.

(2) Acquisition of ARAMARK Corporation:

As discussed in Note 1, the Transaction was completed on January 26, 2007 and was financed by a combination of borrowings under a new senior secured credit agreement, the issuance of 8.50% senior notes due 2015 and senior floating rate notes due 2015, and equity investments of the Sponsors and certain members of ARAMARK’s management. See Note 6 for a description of the Company’s indebtedness.

F-48

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

The sources and uses of funds in connection with the acquisition are summarized below (in millions):

Sources
Senior secured credit agreement borrowings	$	4,314
8.50% senior notes due 2015		1,280
Senior floating rate notes due 2015		500
Equity contributions		1,839
Total sources	$	7,933

Uses
Purchase price	$	6,022
Refinance of existing indebtedness		1,698
Fees and expenses		213
Total uses	$	7,933

Preliminary purchase price allocation

Following business combination accounting, the total purchase price was allocated to the Company’s net tangible and identifiable intangible assets based on their estimated fair values as of January 26, 2007 as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The preliminary allocation of the purchase price for property and equipment, intangible assets and deferred income taxes was based upon preliminary valuation data and our estimates, assumptions and allocation to segments are subject to change.

	(in millions)
Purchase consideration, including carryover basis of $146 million	$	6,168
Direct acquisition costs		71
Carryover basis adjustment		(408	)
	$	5,831
Net current assets	$	297
Property and equipment		1,178
Customer relationship assets		1,645
Other assets		700
Goodwill		5,109
Debt assumed		(2,033	)
Non-current liabilities and deferred taxes		(1,065	)
	$	5,831

The expected amortizable life for intangible assets is ten years.

Mr. Neubauer held an equity investment in the Company prior to the Transaction and continues to hold an equity interest in the Parent Company subsequent to the Transaction. In accordance with Emerging Issues Task Force Issue No. 88-16, “Basis in Leveraged Buyout Transactions,” Mr. Neubauer’s investment is included in the purchase consideration at the carryover basis and an adjustment of $408 million was made to reduce “Capital surplus” reflecting the deemed dividend.

F-49

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Pro forma financial information

The following unaudited pro forma results of operations (in thousands) assume that the Transaction occurred at the beginning of the respective fiscal periods, adjusted for the impact of certain acquisition related items, such as: additional amortization of identified intangible assets, increased interest expense on acquisition debt, exclusion of Transaction-related charges and the related income tax effects. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the Transaction had actually occurred on that date, nor of the results that may be obtained in the future.

	For the Three Months Ended						For the Six Months Ended
	March 30, 2007			March 31, 2006			March 30, 2007			March 31, 2006
Sales	$	2,980,942		$	2,829,495		$	6,091,488		$	5,755,423
Operating income		106,051			94,012			253,083			222,766
Interest and other financing costs, net		137,574			134,194			272,138			267,480
Net loss		(19,122	)		(20,390	)		(7,489	)		(6,513	)

Transaction-related costs

During the Predecessor period from September 30, 2006 through January 26, 2007, the Company recorded costs of $112.1 million related to the Transaction. These costs, which are included in “Selling and general corporate expenses,” consist of $11.2 million of accounting, investment banking, legal and other costs associated with the Transaction, a compensation charge of approximately $77.1 million related to the accelerated vesting and buyout of employee stock options and restricted stock units, and a charge of approximately $23.8 million related to change in control payments to certain executives.

During the Successor period from January 27, 2007 through March 30, 2007, the Company recorded a charge of $12.8 million for the cost of obtaining a bridge financing facility, which is included in “Interest and Other Financing Costs, net.”

(3) Supplemental cash flow information:

The Company made interest payments of approximately $87.4 million, $52.9 million and $71.0 million during the Successor period from January 27, 2007 through March 30, 2007, the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively. The Company made income tax payments of approximately $5.8 million, $50.0 million and $83.8 million during the Successor period from January 27, 2007 through March 30, 2007, the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively. Pension expense related to defined benefit plans was not material for the Successor period from January 27, 2007 through March 30, 2007, the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively.

(4) Comprehensive income:

Pursuant to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 130, “Reporting Comprehensive Income,” comprehensive income includes all changes to shareholders’ equity during a period, except those resulting from investment by and distributions to shareholders. Components of comprehensive

F-50

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

income (loss) include net income (loss), changes in foreign currency translation adjustments (net of tax), changes in minimum pension liability (net of tax) and changes in the fair value of cash flow hedges (net of tax). Total comprehensive income (loss) follows (in thousands):

	Successor			Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from December 30, 2006 through January 26, 2007			Three Months Ended March 31, 2006
Comprehensive income (loss)	$	(21,715	)	$	(64,106	)	$	67,737
	Successor			Predecessor
	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 31, 2006
Comprehensive income (loss)	$	(21,715	)	$	24,251		$	162,580

As of March 30, 2007 and September 29, 2006, “Accumulated other comprehensive income (loss)” consists of minimum pension liability of $0.0 million and approximately ($17.9) million, respectively, foreign currency translation adjustment of approximately ($1.9) million and $27.5 million, respectively, and fair value of cash flow hedges of approximately ($24.3) million and $3.0 million, respectively.

(5) Goodwill and other intangible assets:

The Company follows the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets.” Changes in total goodwill during the six months ended March 30, 2007 follow (in thousands):

Predecessor
Balance at September 29, 2006	$	1,747,094
Acquisitions by the Company from September 30, 2006 through January 26, 2007		36,742
Effect of foreign currency translation		5,239
Balance at January 26, 2007	$	1,789,075
Successor
Acquisition of ARAMARK Corporation	$	5,109,426
Acquisitions by the Company from January 27, 2007 through March 30, 2007		109
Effect of foreign currency translation		3,538
Balance at March 30, 2007	$	5,113,073

F-51

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

The estimated amortization expense of intangible assets through 2011 has been updated to reflect the Transaction. Since the allocation of the Transaction purchase price is preliminary and subject to finalization of independent appraisals and evaluation of additional information, the estimated annual amortization expense will continue to be updated as the appraisals are finalized and the additional information is evaluated. Based on preliminary valuation data and amounts recorded at March 30, 2007, total estimated amortization of all acquisition-related intangible assets during the period from January 27, 2007 through September 28, 2007 and for fiscal years 2008 through 2011 follows (in thousands):

January 27, 2007 through September 28, 2007	$	110,721
2008		164,500
2009		164,500
2010		164,500
2011		164,500

(6) Borrowings:

Long-term borrowings at March 30, 2007 and September 29, 2006 are summarized in the following table (in thousands):

	Successor			Predecessor
	March 30, 2007			September 29, 2006
Senior secured revolving credit facility borrowings (A)	$	20,566		$	—
Senior secured term loan facility (A)		4,104,934			—
8.50% senior notes, due February 2015 (B)		1,280,000			—
Senior floating rate notes, due February 2015 (B)		500,000			—
Senior unsecured revolving credit facility borrowings (D)		—			326,103
Senior European unsecured revolving credit facility borrowings (D)		—			262,930
Bank term loan due March 2007 (D)		—			20,000
Japanese borrowings due March 2007 (D)		—			45,902
5.00% senior notes, due June 2012 (C)		224,470			249,976
6.375% senior notes, due February 2008 (D)		—			297,311
7.00% senior notes, due May 2007 (D)		—			299,933
7.10% senior notes, due December 2006 (D)		—			124,998
7.25% senior notes and debentures, due August 2007 (D)		—			30,730
Capital leases		54,747			54,309
Other (D)		41,338			91,099
		6,226,055			1,803,291
Less—current portion		(76,147	)		(40,203	)
	$	6,149,908		$	1,763,088

In connection with the completion of the Transaction on January 26, 2007, the Company (i) entered into a new $4.15 billion senior secured term loan facility, (ii) issued $1.28 billion of 8.50% senior notes due 2015 and $500 million of senior floating rate notes due 2015, (iii) entered into a new $600 million senior secured revolving credit facility with a six-year maturity, and (iv) entered into a new synthetic letter of credit facility for up to $250 million.

F-52

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

(A) Senior secured credit facilities

The senior secured revolving credit facility consists of the following subfacilities:

• A revolving credit facility available for loans in U.S. dollars to the Company with aggregate commitments of $435 million;

• A revolving credit facility available for loans in sterling or U.S. dollars to the Company or a U.K. subsidiary with aggregate commitments of $40 million;

• A revolving credit facility available for loans in Euros or U.S. dollars to the Company or an Irish subsidiary with aggregate commitments of $20 million;

• A revolving credit facility available for loans in Euros or U.S. dollars to the Company or German subsidiaries with aggregate commitments of $30 million; and

• A revolving credit facility available for loans in Canadian dollars or U.S. dollars to the Company or a Canadian subsidiary with aggregate commitments of $75 million.

The senior secured term loan facility consists of the following subfacilities:

• A U.S. dollar denominated term loan to the Company in the amount of $3,547 million;

• A yen denominated term loan to the Company in the amount of JPY 5,422 million;

• A U.S. dollar denominated term loan to a Canadian subsidiary of the Company in the amount of $170 million;

• A Euro denominated term loan to an Irish subsidiary of the Company in an amount of EUR 44 million;

• A sterling denominated term loan to a U.K. subsidiary of the Company in an amount of GBP 122 million; and

• A Euro denominated term loan to German subsidiaries of the Company in the amount of EUR 70 million.

The senior secured credit facilities provide that the Company has the right at any time to request up to $750 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 will not be 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. The Company’s ability to obtain extensions of credit under these incremental facilities or commitments will be subject to the same conditions as extensions of credit under the existing credit facilities.

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a LIBOR rate determined by reference to the costs of funds for deposits in the currency of such borrowing for the interest period relevant to such borrowing adjusted for certain additional costs, (b) with respect to borrowings denominated in U.S. Dollars, a base rate determined by reference to the higher of (1) the prime rate of the administrative agent, and (2) the federal funds rate plus 0.50% or (c) with respect to borrowings denominated in Canadian dollars, (1) a base rate determined by reference to the prime rate of Canadian banks or (2) a BA (bankers’ acceptance) rate determined by reference to the rate offered for bankers’ acceptances in Canadian dollars for the interest period relevant to such borrowing. The applicable margin spread for borrowings are (a) under the revolving credit facility, 1.25% to 2.00% (as of March 30, 2007 – 2.00%) with respect to LIBOR borrowings and 0.25% to 1.00% (as of March 30, 2007 – 1.00%) with respect to

F-53

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

base-rate borrowings, and (b) prior to the amendment referred to below, under the term loan facilities, 2.00% to 2.125% (as of March 30, 2007 – 2.125%) with respect to LIBOR borrowings and 1.00% to 1.125% (as of March 30, 2007 – 1.125%) with respect to base-rate borrowings.

In addition to paying interest on outstanding principal under the senior secured credit facilities, 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 ranges from 0.375% to 0.50% per annum (as of March 30, 2007 – 0.50%).

Prior to the amendment referred to below, fees on the $250 million synthetic letter of credit facility range from 2.00% to 2.125% (as of March 30, 2007 – 2.125%).

The actual spreads within all ranges referred to above are based on a ratio of Consolidated Secured Debt to EBITDA, each as defined in the senior secured credit agreement.

On March 28, 2007, the Company amended the senior secured credit agreement (i) to lower the interest rate spread on the U.S. dollar and Euro term loans, (ii) to reduce the fees that it pays on the synthetic letter of credit facility, (iii) to add a provision requiring payment of a prepayment fee upon certain repayments for the purpose of reducing the interest rate spread effected within one year of the date of the amendment and (iv) to make certain other modifications set forth in the amendment. Effective on April 16, 2007, the applicable margin spreads under the U.S. dollar and Euro term loan facilities and the synthetic letter of credit facilities are 1.875% to 2.125% (currently 2.00%) with respect to LIBOR borrowings.

All obligations under the senior secured credit facilities are secured by a security interest in substantially all assets of the Company and its U.S. subsidiaries.

The senior secured credit facilities require the Company to prepay outstanding term loans, subject to certain exceptions, with (i) 50% of the Company’s Excess Cash Flow (as defined) commencing with fiscal year 2008, (ii) 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 (iii) 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 Company’s receivables facilities and other debt permitted under the senior secured credit agreement. Any mandatory prepayments would be applied to the term loan facilities as directed by the Company. The Company may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.

The Company is required to repay the senior secured term loan facilities in quarterly principal amounts of 0.25% of the funded total principal amount for the first six years and nine months, with the remaining amount payable on January 26, 2014. On March 30, 2007, the Company voluntarily prepaid an additional $40.0 million, representing required installments through June 2008 of the U.S. term loan.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, January 26, 2013, on which day the commitments thereunder will terminate.

Principal amounts outstanding under the synthetic letter of credit facility are due and payable in full at maturity, January 26, 2014, on which day the commitments thereunder will terminate.

The senior secured credit agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability to incur additional indebtedness, issue preferred stock or

F-54

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

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, except as scheduled or at maturity; create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing the Company’s outstanding notes (or any indebtedness that refinances the notes); and fundamentally change the Company’s business. In addition, the senior secured revolving credit facility requires the Company 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 March 30, 2007, the Company was in compliance with all of these covenants.

Beginning with the twelve months ended March 30, 2007, the senior secured credit agreement requires the Company to maintain a maximum Consolidated Secured Debt Ratio, defined as consolidated total indebtedness secured by a lien to Adjusted EBITDA, of 5.875x, being reduced over time to 4.25x by the end of 2013. 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 guaranteed by ARAMARK Corporation reduced by the lesser of cash and cash equivalents on the consolidated balance sheet that is free and clear of any lien, or $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 the Company’s lenders failed to waive any such default, would also constitute a default under the indenture. The actual ratio at March 30, 2007 was 4.26x.

The senior secured credit agreement establishes an incurrence-based minimum Interest Coverage Ratio, defined as Adjusted EBITDA to consolidated interest expense, the achievement of which is a condition for the Company to incur additional indebtedness and to make certain restricted payments. If the Company 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. The minimum Interest Coverage Ratio is 2.00x for the term of the senior secured credit agreement. Consolidated interest expense is defined in the senior secured credit agreement as consolidated interest expense excluding interest income, adjusted for acquisitions (including the Transaction) and dispositions, further adjusted for certain non-cash or nonrecurring interest expense and the Company’s estimated share of interest expense from two equity method investees. The actual ratio was 1.94x for the twelve months ended March 30, 2007; however, pursuant to the specified exceptions in the senior secured credit agreement and availability under the senior secured revolving credit facility, as of April 27, 2007, the Company generally would be permitted to incur approximately $1.3 billion of additional indebtedness before becoming subject to this ratio limitation.

(B) 8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015

The senior floating rate notes due 2015 bear interest equal to three-month LIBOR (as defined) plus a spread of 3.50%. Additional interest on the 8.50% senior notes due 2015 and senior floating rate notes due 2015 may accrue at a rate of 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum) if the Company does not complete an offer to exchange the initial unregistered notes for notes that are substantially identical but are registered under the Securities Act of 1933 within 240 days after the original issue date of the notes. In certain circumstances, the Company is required to maintain a shelf registration statement covering resales of the notes. If the Company does

F-55

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

not maintain the effectiveness of such registration statement as required, additional interest would accrue. If any existing registration default is corrected, the additional interest will cease to accrue. Since management does not expect any payments will be required pursuant to this arrangement, no amount has been accrued at March 30, 2007.

The 8.50% senior notes due 2015 and senior floating rate notes due 2015 are senior unsecured obligations of the Company.

The Company may redeem some or all of the 8.50% senior notes due 2015 at any time on or after February 1, 2011 and some or all of the senior floating rate notes due 2015 at any time on or after February 1, 2009, in each case at varying redemption prices that generally include premiums, which are defined in the indenture. The Company may redeem some or all of the 8.50% senior notes due 2015 prior to February 1, 2011 and some or all of the senior floating rate notes due 2015 prior to February 1, 2009, in each case at a price equal to 100% of the principal amount of the notes redeemed plus the applicable “make-whole” premium as defined in the indenture. The Company may also redeem up to 35% of the 8.50% senior notes due 2015 at any time before February 1, 2010 at a redemption price equal to 108.5% of the principal amount and up to 35% of the senior floating rate notes due 2015 at any time before February 1, 2009 at a redemption price equal to 100% of the principal amount, plus a premium equal to the rate per annum on the senior floating rate notes due 2015 applicable on the date on which notice of redemption is given, using the proceeds of certain equity offerings.

If the Company experiences specific kinds of changes of control, it will be required to make an offer to purchase the 8.50% senior notes due 2015 and senior floating rate notes due 2015 at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If the Company sells assets under certain circumstances, it will be required to make an offer to purchase the 8.50% senior notes due 2015 and senior floating rate notes due 2015 at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.

The indenture governing the 8.50% senior notes due 2015 and the senior floating rate notes due 2015 restricts the Company’s ability to, among other things, incur additional indebtedness, pay dividends and make certain other distributions, investments and other restricted payments. As of March 30, 2007, the Company was in compliance with the covenants of the indenture.

(C) 5.00% Senior Notes due 2012

During the third quarter of fiscal 2005, ARAMARK Services, Inc. issued $250 million of 5.00% senior unsecured notes due 2012. The notes are recorded at $224.5 million as of March 30, 2007 as a result of fair value adjustments related to purchase accounting. The discount of $25.5 million will be accreted as interest expense over the remaining period to maturity.

(D) Repayment of Indebtedness

With a portion of the proceeds of the new borrowings and the equity contributions, the Company repaid the outstanding balances of its senior unsecured revolving credit facility, senior European unsecured revolving credit facility, bank term loan due March 2007, Japanese borrowings due March 2007, 6.375% senior notes due 2008, 7.00% senior notes due 2007, 7.25% senior notes and debentures due 2007 and certain other obligations. In connection with the repayment of the 6.375% senior notes due 2008 and 7.00% senior notes due 2007, the Company incurred prepayment penalties of approximately $2.4 million and $0.8 million, respectively, which were included in the purchase price of the Transaction.

F-56

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

At March 30, 2007, annual maturities on long-term borrowings maturing in the next five fiscal years and thereafter are as follows (in thousands):

2007	$	76,147
2008		58,544
2009		56,978
2010		54,775
2011		53,363
Thereafter		5,951,778

(7) Accounting for derivative instruments:

The Company follows the provisions of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. Derivative financial instruments, such as interest rate swaps, forward exchange contract agreements and natural gas swap agreements, are used to manage changes in market conditions related to debt obligations, foreign currency exposures and exposure to fluctuating natural gas prices. All derivatives are recognized on the balance sheet at fair value at the end of each quarter. The counterparties to the Company’s derivative agreements are all major international financial institutions. The Company continually monitors its positions and the credit ratings of its counterparties, and does not anticipate nonperformance by the counterparties.

Successor

The Company entered into $2.68 billion and 50 million British pounds of forward starting interest rate swap agreements, which are designated as cash flow hedging instruments, fixing the rate on a like amount of variable rate term loan borrowings. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swap agreements are included in interest expense. As of March 30, 2007, approximately $20.8 million of unrealized loss, net of tax, related to the interest rate swaps was included in “Accumulated other comprehensive income (loss).” There was no hedge ineffectiveness for these cash flow hedging instruments during the Successor period from January 27, 2007 through March 30, 2007.

The Company entered into a $169.6 million forward starting cross currency swap to mitigate the risk of variability in principal and interest payments on the Canadian subsidiary’s variable rate debt denominated in U.S. dollars. The agreement, which is designated as cash flow hedging instrument, fixes the rate on the variable rate borrowings and mitigates changes in the Canadian dollar/U.S. dollar exchange rate. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to the cross currency swap agreement are included in interest expense. As of March 30, 2007, approximately $3.5 million of unrealized loss, net of tax, related to the swap was included in “Accumulated other comprehensive income (loss).” There was no hedge ineffectiveness for this cash flow hedging instrument during the Successor period from January 27, 2007 through March 30, 2007.

As of March 30, 2007, the Company had foreign currency forward exchange contracts outstanding with notional amounts of 9.6 million Euros to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income currently as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans. As of March 30, 2007, the fair value of these foreign exchange contracts was immaterial.

F-57

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Beginning in November 2005, the Company entered into a series of pay fixed/receive floating natural gas swap agreements based on a NYMEX price in order to limit its exposure to price increases for natural gas, primarily in the Uniform and Career Apparel—Rental segment. As of March 30, 2007, the Company has contracts for approximately 398,000 MMBtu’s outstanding for the remainder of fiscal 2007 and fiscal 2008. On January 27, 2007, the contracts were not designated as cash flow hedging instruments. Changes in the market value of the outstanding contracts are recorded in operating income and were not material in the Successor period from January 27, 2007 through March 30, 2007. The total realized net loss on settled contracts in the Successor period from January 27, 2007 through March 30, 2007 was $0.5 million. As of March 30, 2007, the fair value of these natural gas swap agreements was immaterial.

As part of the Transaction, the Company entered into a Japanese yen denominated term loan in the amount of JPY 5,422 million (see Note 6). The term loan was designated as a hedge of the Company’s net Japanese currency exposure represented by the equity investment in our Japanese affiliate, AIM Services Co., Ltd.

Predecessor

The Company had $300 million and 93 million British pounds of interest rate swap agreements, which were designated as cash flow hedging instruments, fixing the rate on a like amount of variable rate borrowings, and $100 million of swap agreements designated as fair-value hedging instruments. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affects earnings. Amounts reclassified into earnings related to interest rate swap agreements are included in interest expense. Changes in the fair value of a derivative that is designated as and meets all the required criteria for a fair value hedge are recognized currently in earnings, offset by recognizing currently in earnings the change in the fair value of the underlying hedged item. The hedge ineffectiveness for the Predecessor period from September 30, 2006 through January 26, 2007 was not material.

Both of the cash flows swaps and the fair value hedge were terminated in January 2007. The realized gain of approximately $14.0 million on the cash flow swaps was deferred and was to be amortized to interest expense over the remaining life of the original swaps. The loss of approximately $2.2 million on the fair value hedge was also deferred and was to be amortized to interest expense over the life of the hedged bonds. Upon completing the Transaction, the net deferred gain was considered as part of the preliminary purchase price allocation.

As of January 26, 2007, the Company had foreign currency forward exchange contracts outstanding with notional amounts of 7.1 million Euros to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans to certain international subsidiaries. Gains and losses on these foreign currency exchange contracts are recognized in income currently as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans. The fair value of these foreign exchange contracts was immaterial. Net foreign currency transaction gains and losses were not material during the Predecessor period from September 30, 2006 through January 26, 2007. The Successor assumed the contracts as part of the Transaction.

During prior fiscal years, the Company terminated $500 million of pay floating/receive fixed interest rate swaps designated as fair value hedges. The net gain of approximately $13.5 million was deferred and being amortized to interest expense over the remaining life of the hedged bonds. Upon completing the Transaction, the net deferred gain was considered as part of the preliminary purchase price allocation.

During fiscal 2004, the Company entered into a Japanese yen denominated borrowing agreement and borrowed the equivalent of $50 million. The note was designated as a hedge of the Company’s net Japanese

F-58

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

currency exposure represented by the equity investment in our Japanese affiliate, AIM Services Co., Ltd. As of January 26, 2007, hedge accounting was discontinued as a result of the borrowing being repaid as part of the Transaction.

Beginning in November 2005, the Company entered into a series of pay fixed/receive floating natural gas swap agreements based on a NYMEX price in order to limit its exposure to price increases for natural gas, primarily in the Uniform and Career Apparel—Rental segment. The Company had contracts for approximately 707,000 MMBtu’s outstanding on January 26, 2007 for the remainder of fiscal 2007 and fiscal 2008. The contracts, designated as cash flow hedging instruments, were recorded in accumulated other comprehensive income (loss) and reclassified into earnings as the underlying hedged item affected earnings. Amounts reclassified into earnings related to the natural gas swap agreements were included in “Cost of services provided.” The total realized loss reclassified into earnings during the Predecessor period from September 30, 2006 through January 26, 2007 was approximately $1.2 million. As of January 26, 2007, hedge accounting was discontinued and the Successor assumed the contracts at fair value. There was no hedge ineffectiveness for the Predecessor period from September 30, 2006 through January 26, 2007.

(8) Income taxes:

Effective January 27, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. The adoption of FIN 48 did not have a material impact on the Company’s financial statements and is not expected to materially impact the effective tax rate.

The Company recognizes interest and penalties related to tax contingencies as a component of the provision for income taxes. As of January 26, 2007, the Company has accrued $4.9 million of interest in its tax liabilities.

As of January 26, 2007, the Company had unrecognized tax benefits of $51.0 million. If the tax attributes become realizable in the future, a credit to goodwill will be recorded and will not have any impact on the Company’s effective tax rate.

For federal purposes, tax years 2004 through 2006 remain open for examination by the tax authorities. Generally, for state purposes, tax years 2004 through 2006 remain open for examination under a three year statute of limitations; however, New York remains open for tax years 1999 through 2006 and Texas for tax years 2002 through 2006.

(9) Capital stock:

Effective January 26, 2007 upon completion of the Transaction, the Certificate of Incorporation of the Company was amended to provide for the authorization of 1,000 shares of common stock to replace the previously authorized, issued and outstanding Class A common stock and Class B common stock. Each share of common stock entitled the holder to one vote per share. Upon completion of the Transaction, ARAMARK Intermediate Holdco Corporation held all 900 shares of common stock issued by the Company. On March 30, 2007, ARAMARK Corporation and ARAMARK Services, Inc. merged, with ARAMARK Services, Inc. being the surviving company and being renamed ARAMARK Corporation. As a result of that merger, ARAMARK Intermediate Holdco Corporation holds 1,000 shares of the Company’s common stock, which represent all of the Company’s authorized and issued capital stock.

Pursuant to Stockholders Agreement for the Parent Company, upon termination of employment from the Company or one of its subsidiaries, members of the Company’s management (other than Mr. Neubauer) who

F-59

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

hold shares of common stock of the Parent Company can cause the Parent Company to repurchase all of their initial investment shares at fair market value. Generally, payment for shares repurchased could be, at the Parent Company’s option, in cash or installment notes, which would be effectively subordinated to all indebtedness of the Company. The Stockholders’ Agreement imposes limits on the amounts of such share repurchases. The amount of this potential repurchase obligation has been classified outside of shareholders’ equity as part of the Transaction accounting reflecting the Parent Company’s investment basis and capital structure in the Company’s financial statements. The amount as of March 30, 2007 was $143.9 million, which is based on approximately 14.4 million shares of common stock of the Parent Company valued at $10.00 per share. As described in Note 6, the senior secured credit agreement and the indenture also contain limitations on the amount the Company can expend for share repurchases.

During the Predecessor period from September 30, 2006 through January 26, 2007, the Company paid a cash dividend of $0.07 per share, which totaled approximately $12.6 million.

(10) Share-based compensation:

Effective October 1, 2005, the Company adopted SFAS No. 123R, “Share-Based Payment,” and related interpretations and began expensing the grant-date fair value of employee stock options. Prior to October 1, 2005, the Company applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its stock option plans.

Successor

In connection with the Transaction, the Parent Company established the ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (2007 MSIP). Incentive awards under the 2007 MSIP may be granted to employees or directors of, or consultants to, the Parent Company or one of its affiliates, including the Company, in the form of non-qualified stock options, unvested shares of common stock, the opportunity to purchase shares of common stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, the fair market value of the Parent Company’s shares. The 2007 MSIP permits the granting of awards of up to 37.8 million shares of common stock of the Parent Company. As of March 30, 2007, there were 12.7 million shares available for grant. Under the 2007 MSIP, the terms of the awards are fixed at the grant date.

Compensation cost charged to expense during the Successor period from January 27, 2007 through March 30, 2007 for share-based compensation programs was $7.2 million, before taxes of $2.7 million. The compensation cost recognized is classified as “Selling and general corporate expenses” in the Condensed Consolidated Statements of Operations. No cost was capitalized during the Successor period.

Information on the valuation and accounting for the 2007 MSIP is provided below.

Stock options

Each award of stock options under the 2007 MSIP is comprised of two types of stock options. One-half of the options awarded will vest solely based upon continued employment over a specific period of time, generally four years (“Time-Based Options”). One-half of the options awarded will vest based both upon continued employment over a specific period of time and upon the achievement of predetermined earnings before interest and taxes (“EBIT”) performance targets over time, generally four years (“Performance-Based Options”). The Performance-Based Options may also vest in part or in full upon the occurrence of specific return-based events. The exercise price for Time-Based Options and Performance-Based Options equals the fair value of the Parent Company’s stock on the date of the grant. All options remain exercisable for ten years from the date of grant.

F-60

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Time-based options

The fair value of the Time-Based Options granted was estimated using the Black-Scholes option valuation model and the assumptions noted in the table below. Expected volatility is based on actual historical experience of the predecessor Company’s stock and the expected future performance of the Parent Company’s stock. The expected life represents the period of time that options granted are expected to be outstanding and is calculated using the simplified method prescribed by the SEC Staff Accounting Bulletin No. 107. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.

	Period from January 27, 2007 through March 30, 2007
Expected volatility	20.00%
Expected dividend yield	0.00%
Expected life (in years)	6.25
Risk-free interest rate	4.46% - 4.87%

The weighted-average grant-date fair value of Time-Based Options granted during the Successor period from January 27, 2007 through March 30, 2007 was $3.29 per option.

Compensation cost for Time-Based Options is recognized on a straight-line basis over the vesting period during which employees perform related services. Approximately $1.9 million was charged to expense during the Successor period from January 27, 2007 through March 30, 2007 for Time-Based Options. The Company has applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.

As of March 30, 2007, there was approximately $31.2 million of unrecognized compensation cost related to nonvested Time-Based Options, which is expected to be recognized over a weighted-average period of approximately 3.8 years.

A summary of Time-Based Options activity is presented below:

Options	Shares (000s)	Weighted- Average Exercise Price		Aggregate Intrinsic Value ($000s)
Outstanding at January 27, 2007	—	$	—
Granted	12,502	$	10.00
Exercised	—	$	—
Forfeited/Cancelled	—	$	—
Outstanding at March 30, 2007 (weighted-average remaining term of 9.9 years)	12,502	$	10.00	$	—
Exercisable at March 30, 2007	—	$	—	$	—
Expected to vest at March 30, 2007 (weighted-average remaining term of 9.9 years)	10,046	$	10.00	$	—

Performance-based options

The fair value of the Performance-Based Options was estimated using the Black-Scholes option valuation model and the assumptions noted in the table below and assuming the performance targets will be achieved.

F-61

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Expected volatility is based on actual historical experience of the predecessor Company’s stock and the expected future performance of the Parent Company’s stock. The expected life represents the period of time that options granted are expected to be outstanding and is calculated using the simplified method prescribed by the SEC Staff Accounting Bulletin No. 107. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date.

	Period from January 27, 2007 through March 30, 2007
Expected volatility	20.00%
Expected dividend yield	0.00%
Expected life (in years)	5.5 -7.0
Risk-free interest rate	4.46% - 4.87%

The weighted-average grant-date fair value of the Performance-Based Options granted during the Successor period from January 27, 2007 through March 30, 2007 was $3.28 per option.

Compensation cost for Performance-Based Options is recognized using the Black-Scholes grant-date fair value on an accelerated basis over the requisite performance and service periods. Approximately $3.3 million was charged to expense during the Successor period from January 27, 2007 through March 30, 2007 for Performance-Based Options. The Company has applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.

As of March 30, 2007, there was approximately $31.9 million of unrecognized compensation cost related to nonvested Performance-Based Options, which is expected to be recognized over a weighted-average period of approximately 3.8 years.

A summary of Performance-Based Options activity is presented below:

Options	Shares (000s)	Weighted- Average Exercise Price		Aggregate Intrinsic Value ($000s)
Outstanding at January 27, 2007	—	$	—
Granted	12,502	$	10.00
Exercised	—	$	—
Forfeited/Cancelled	—	$	—
Outstanding at March 30, 2007 (weighted-average remaining term of 9.9 years)	12,502	$	10.00	$	—
Exercisable at March 30, 2007	—	$	—	$	—
Expected to vest at March 30, 2007 (weighted-average remaining term of 9.9 years)	10,046	$	10.00	$	—

F-62

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Nonvested shares

The grant-date fair value of nonvested shares is based on the fair value of the Parent Company’s common stock, and compensation cost is amortized to expense on a straight-line basis over the vesting period during which employees perform related services, generally one year.

Nonvested Shares	Units (000s)	Weighted-Average Grant-Date Fair Value
Nonvested at January 27, 2007	—	$	—
Granted	1,023	$	10.00
Vested	—	$	—
Forfeited	—	$	—
Nonvested at March 30, 2007	1,023	$	10.00

The compensation cost charged to expense during the Successor period from January 27, 2007 through March 30, 2007 for nonvested share awards was approximately $1.7 million. As of March 30, 2007, there was approximately $8.5 million of unrecognized compensation cost related to nonvested share awards, which is expected to be recognized over a weighted-average period of approximately 0.8 years.

Deferred stock units

Deferred stock units are issued only to non-employee members of the Board of Directors who are not representatives of one of the Sponsors and represent the right to receive shares of the Parent Company’s common stock in the future. Each deferred stock unit will be converted to one share of the Parent Company’s common stock six months and one day after the date on which such director ceases to serve as a member of the Board of Directors. The grant-date fair value of deferred stock units is based on the fair value of the Parent Company’s common stock. Since the deferred stock units are fully vested upon grant, compensation cost for the entire award is recognized immediately upon grant. The compensation cost charged to expense during the Successor period from January 27, 2007 through March 30, 2007 for deferred stock units was approximately $0.3 million.

Predecessor

Prior to the Transaction, the Company had various share-based compensation programs, which included stock options and restricted stock units. The ARAMARK 2001 Equity Incentive Plan (2001 EIP) provided for the initial issuance of up to 30 million shares of either Class A or Class B common stock, with an additional 3% of the Company’s common stock outstanding as of the end of the prior calendar year becoming available under the plan on each January 1 following the adoption of the plan. Pursuant to the Transaction (described in Notes 1 and 2), all outstanding stock options and restricted stock units became fully vested and the holders became entitled to receive cash consideration equal to the difference between the exercise price and $33.80 per share for stock options and $33.80 per share for restricted stock units. The Predecessor share-based compensation programs were discontinued in connection with the Transaction. Under all programs, the terms of the awards were fixed at the grant date.

For the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, approximately $11.2 million and $10.7 million of tax benefits were included in “Other financing activities,” respectively.

Compensation cost charged to expense in the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor three months ended March 31, 2006 for all share-based compensation

F-63

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Notes to condensed consolidated financial statements (unaudited) (continued)

programs was approximately $78.9 million, before taxes of $30.0 million, and $5.6 million, before taxes of $2.1 million, respectively. Compensation cost charged to expense in the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006 for share-based compensation programs was approximately $84.1 million, before taxes of $31.9 million, and $12.2 million, before taxes of $4.7 million, respectively. The compensation cost recognized is classified as “Selling and general corporate expenses” in the Condensed Consolidated Statements of Operations. No cost was capitalized during Predecessor periods of fiscal 2007 and 2006.

Stock options

Compensation cost was recognized on a straight-line basis over the vesting period during which employees perform related services. Approximately $48.0 million and $4.1 million was charged to expense during the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor three months ended March 31, 2006, respectively. Approximately $51.4 million and $9.1 million was charged to expense during the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively. The Company applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.

Pursuant to the Transaction, all nonvested stock options vested immediately, which resulted in a charge of approximately $21.1 million during the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor period from September 30, 2006 through January 26, 2007 for the recognition of all unrecognized compensation cost. In addition, due to provisions included in the 2001 EIP that allowed for the cash settlement of stock options upon a change in control, the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor period from September 30, 2006 through January 26, 2007 also include a charge of approximately $26.1 million for the reclassification of stock options from equity awards to liability awards.

Restricted stock units

Compensation cost was recognized on a straight-line basis over the vesting period during which employees perform related services. Approximately $30.9 million and $1.5 million was charged to expense during the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor three months ended March 31, 2006, respectively. Approximately $32.7 million and $3.0 million was charged to expense during the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively. The Company applied a forfeiture assumption of 8.7% per annum in the calculation of such expense.

Pursuant to the Transaction, all nonvested restricted stock units vested immediately, which resulted in a charge of approximately $21.1 million during the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor period from September 30, 2006 through January 26, 2007 for the recognition of all unrecognized compensation cost. In addition, due to provisions included in the 2001 EIP that allowed for the cash settlement of restricted stock units upon a change in control, the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor period from September 30, 2006 through January 26, 2007 also include a charge of approximately $8.8 million for the reclassification of restricted stock units from equity awards to liability awards.

(11) Accounts receivable securitization:

The Company has an agreement (the Receivables Facility) with several financial institutions whereby it sells on a continuous basis an undivided interest in all eligible trade accounts receivable, as defined in the Receivables

F-64

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Facility. Pursuant to the Receivables Facility, the Company formed ARAMARK Receivables, LLC, a wholly-owned, consolidated, bankruptcy-remote subsidiary. ARAMARK Receivables, LLC was formed for the sole purpose of buying and selling receivables generated by certain subsidiaries of the Company. Under the Receivables Facility, certain subsidiaries of the Company transfer without recourse all of their accounts receivable to ARAMARK Receivables, LLC. ARAMARK Receivables, LLC, in turn, has sold and, subject to certain conditions, may from time to time sell an undivided interest in these receivables. As part of the Transaction, the Company amended and restated the Receivables Facility, increasing the maximum sales amount from $225 million to $250 million. The Company has retained collection and administrative responsibility for the participating interest sold, and has retained an undivided interest in the transferred receivables of approximately $243.2 million and $306.1 million at March 30, 2007 and September 29, 2006, respectively, which is subject to a security interest. This two-step transaction is accounted for as a sale of receivables following the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a Replacement of FASB Statement No. 125.” At March 30, 2007 and September 29, 2006, $240.0 million and $187.8 million of accounts receivable were sold and removed from the Condensed Consolidated Balance Sheets, respectively. The loss on the sale of receivables was $2.6 million, $4.1 million and $5.3 million for the Successor period from January 27, 2007 through March 30, 2007, the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006, respectively, and is included in “Interest and Other Financing Costs, net.”

(12) Business segments:

Sales and operating income (loss) by reportable segment follow:

	Successor		Predecessor
Sales	Period from January 27, 2007 through March 30, 2007		Period from December 30, 2006 through January 26, 2007		Three Months Ended March 31, 2006
Food and Support Services—United States	$	1,372,455	$	504,788	$	1,785,622
Food and Support Services—International		490,215		204,960		641,955
Uniform and Career Apparel—Rental		220,773		97,709		299,276
Uniform and Career Apparel—Direct Marketing		62,177		27,865		102,642
	$	2,145,620	$	835,322	$	2,829,495
	Successor		Predecessor
Sales	Period from January 27, 2007 through March 30, 2007		Period from September 30, 2006 through January 26, 2007		Six Months Ended March 31, 2006
Food and Support Services—United States	$	1,372,455	$	2,477,624	$	3,668,069
Food and Support Services—International		490,215		911,361		1,265,113
Uniform and Career Apparel—Rental		220,773		416,573		594,997
Uniform and Career Apparel—Direct Marketing		62,177		140,310		227,244
	$	2,145,620	$	3,945,868	$	5,755,423

F-65

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

	Successor			Predecessor
Operating Income (Loss)	Period from January 27, 2007 through March 30, 2007			Period from December 30, 2006 through January 26, 2007			Three Months Ended March 31, 2006
Food and Support Services—United States	$	66,541		$	2,269		$	73,922
Food and Support Services—International		28,697			4,690			33,614
Uniform and Career Apparel—Rental		19,156			8,463			31,335
Uniform and Career Apparel—Direct Marketing		(484	)		(591	)		(335	)
		113,910			14,831			138,536
Corporate		(5,156	)		(118,613	)		(14,947	)
Operating Income (Loss)		108,754			(103,782	)		123,589
Interest, net		(104,021	)		(12,761	)		(35,072	)
Income (Loss) Before Income Taxes	$	4,733		$	(116,543	)	$	88,517
	Successor			Predecessor
Operating Income (Loss)	Period from January 27, 2007 through March 30, 2007			Period from September 30, 2006 through January 26, 2007			Six Months Ended March 31, 2006
Food and Support Services—United States	$	66,541		$	115,832		$	184,145
Food and Support Services—International		28,697			37,524			58,246
Uniform and Career Apparel—Rental		19,156			45,917			64,451
Uniform and Career Apparel—Direct Marketing		(484	)		5,244			6,650
		113,910			204,517			313,492
Corporate		(5,156	)		(135,982	)		(31,284	)
Operating Income		108,754			68,535			282,208
Interest, net		(104,021	)		(48,672	)		(69,161	)
Income Before Income Taxes	$	4,733		$	19,863		$	213,047

In the first and second fiscal quarters, within the “Food and Support Services—United States” segment, historically there has been a lower level of activity at the higher margin sports, entertainment and recreational food service operations which is partly offset by increased activity in the educational operations. However, in the third and fourth fiscal quarters, historically there has been a significant increase at sports, entertainment and recreational accounts which is partially offset by the effect of summer recess on the educational accounts. In addition, there is a seasonal increase in volume of directly marketed work clothing during the first fiscal quarter.

Operating income for the Predecessor six months ended March 31, 2006 for the “Food and Support Services—United States” segment includes approximately $6.2 million of insurance proceeds related to business disruptions in the Gulf Coast region caused by Hurricane Katrina.

During the Predecessor period from December 30, 2006 through January 26, 2007 and the Predecessor period from September 30, 2006 through January 26, 2007, the Company recorded as Corporate expense costs of $109.5 million and $112.1 million, respectively, related to the Transaction, which included $8.6 million and $11.2 million of accounting, investment banking, legal and other costs associated with the Transaction, respectively, a compensation charge of approximately $77.1 million related to the accelerated vesting and buyout of employee stock options and restricted stock units for both periods, and a charge of approximately $23.8 million related to change in control payments to certain executives for both periods.

F-66

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

During the Successor period from January 27, 2007 through March 30, 2007, the Company recorded a charge of $12.8 million for the cost of obtaining a bridge financing facility for the Transaction, which is included in “Interest, net.”

(13) New accounting pronouncements:

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which allows companies to elect fair-value measurement when an eligible financial asset or financial liability is initially recognized or when an event, such as a business combination, triggers a new basis of accounting for that financial asset or financial liability. The election must be applied to individual contracts, is irrevocable for every contract chosen to be measured at fair value, and must be applied to an entire contract, not to only specified risks, specific cash flows, or portions of that contract. Changes in the fair value of contracts elected to be measured at fair value are recognized in earnings each reporting period. SFAS No. 159 is effective for ARAMARK beginning in fiscal 2009. The Company is currently evaluating the Statement.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” which requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The funded status for defined-benefit pension plans is measured as the difference between the fair value of plan assets and the projected benefit obligation on a plan-by-plan basis. This Statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company early adopted SFAS No. 158 as of January 26, 2007. Upon adoption, the Company recorded a reduction in “Other Assets” of $17.5 million, an increase in “Other Noncurrent Liabilities” of $9.8 million, and a charge to “Accumulated other comprehensive income (loss)” of $27.3 million (before taxes).

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 is effective for ARAMARK beginning in fiscal 2009. The Company is currently evaluating the Statement.

In June 2006, the FASB issued FASB Interpretation No. (FIN) 48, “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109. The Company adopted the Interpretation on January 27, 2007 (see Note 8).

(14) Acquisitions:

During the Predecessor period from September 30, 2006 through January 26, 2007, the Company acquired Overall Laundry Services, Inc., a regional uniform rental company, for approximately $80 million in cash. The Company’s pro forma results of operations for the Predecessor period from September 30, 2006 through January 26, 2007 and the Predecessor six months ended March 31, 2006 would not have been materially different than reported, assuming that the acquisition had occurred at the beginning of the respective fiscal periods.

(15) Commitments and contingencies:

Certain of the Company’s operating lease arrangements, primarily vehicle leases, with terms of one to eight years, contain provisions related to residual value guarantees. The maximum potential liability to ARAMARK

F-67

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

under such arrangements was approximately $73.6 million at March 30, 2007 if the terminal fair value of vehicles coming off lease was zero. Consistent with past experience, management does not expect any significant payments will be required pursuant to these arrangements. No amounts have been accrued for these arrangements at March 30, 2007.

During the Predecessor six months ended March 31, 2006, the Company reduced the provision for income taxes by approximately $14.9 million, based upon the settlement of certain of its open tax years.

From time to time, the Company is a party to various legal actions, proceedings or investigations involving claims incidental to the conduct of its business, including actions by clients, customers, employees and third parties, including under federal and state employment laws, wage and hour laws, customs, import and export control laws and dram shop laws. Based on information currently available, advice of counsel, available insurance coverage, established reserves and other resources, the Company does not believe that any such current actions, proceedings or investigations are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or cash flows. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or cash flows.

In July 2004, the Company learned that it was under investigation by the United States Department of Commerce, among others, relating to Galls, a division of the Company, in connection with record keeping and documentation of certain export sales. The Government obtained and received numerous records from the Company, which is cooperating in the investigation. The Company can give no assurance as to the outcome of this investigation.

On January 18 and 19, 2005, a New Jersey jury found ARAMARK Corporation and certain affiliates liable for approximately $30 million in compensatory damages and $75 million in punitive damages in connection with an automobile accident caused by an intoxicated driver who attended a professional football game at which certain affiliates of the Company provided food and beverage service. The Company and its affiliates appealed the judgment to the Appellate Division of Superior Court of New Jersey on April 13, 2005. On August 3, 2006, the Appellate Division of the Superior Court issued its decision reversing the entire verdict of the trial court, and remanded the matter back to the trial court for a new trial. On September 6, 2006, the plaintiffs filed a petition for certification concerning the Appellate Division decision with the New Jersey Supreme Court. On January 31, 2007, the New Jersey Supreme Court denied plaintiffs’ petition for certification and the matter was remanded back to the Supreme Court of New Jersey in Bergen County for a new trial pursuant to the decision of the Appellate Division. The Company and its affiliates intend to defend themselves vigorously in this matter.

In June 2006, the Bermuda Monetary Authority presented a winding-up petition to the Supreme Court of Bermuda as to Hatteras Reinsurance Ltd (Hatteras), a Bermuda reinsurance company which participated in a portion of the Company’s casualty insurance program. Hatteras was thereupon placed into provisional liquidation and Joint Provisional Liquidators (JPLs) were appointed to assume control of Hatteras’ business. At a November 9, 2006 official meeting of creditors of Hatteras, the JPLs were elected the permanent Joint Liquidators (JLs) and the Company was elected a member of Hatteras’ Committee of Inspection. During the provisional and a portion of the permanent liquidation proceedings, the Company’s insurance claims were paid by Hatteras under the direction of the JLs through the use of various trusts established under the Hatteras program. On March 12, 2007, the Company and the JLs consummated a settlement whereby the JLs released all funds in the trusts to the Company in consideration for a payment of $1.5 million to the JLs and the Company then novated the Hatteras insurance policies to another insurer. The settlement with the JLs also included an allowed unsecured claim against the Hatteras estate for $10.225 million (the Claim), with $5 million of the Claim subordinated to the claims of other Hatteras unsecured creditors. The JLs are in settlement negotiations with the

F-68

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

principals of Hatteras and other potentially responsible third parties that may produce funds available for payment of all or a portion of the Claim; however, since recovery of any portion of the Claim is uncertain, no amount has been recorded.

On May 1, 2006, two cases were filed in the Court of Chancery of the State of Delaware in New Castle County against the Company and each of the Company’s directors. The two cases were putative class actions brought by stockholders alleging that the Company’s directors breached their fiduciary duties to the Company in connection with the proposal from a group of investors led by Mr. Neubauer to acquire all of the outstanding shares of the Company. On May 22, 2006, two additional cases making substantially identical allegations were brought against the Company and certain of its directors, one in the Court of Common Pleas in Philadelphia, Pennsylvania (in which only the Company and Mr. Neubauer were named as defendants) and another in the Court of Chancery of the State of Delaware in New Castle County (in which the Company and all directors were named as defendants). All of the cases made claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On June 7, 2006, the Court of Chancery of the State of Delaware consolidated the three pending Delaware actions as In re: ARAMARK Corporation Shareholders Litigation.

On or around August 11, 2006, a fourth putative class action complaint was filed in the Court of Chancery of the State of Delaware in New Castle County by the City of Southfield Police and Fire Retirement System purportedly on behalf of the Company’s stockholders. The complaint names the Company and each of the Company’s directors as defendants and alleges that the defendants breached their fiduciary duties to the stockholders in connection with the proposed acquisition of the Company’s outstanding shares and making claims for monetary damages, injunctive relief and attorneys’ fees and expenses. On August 25, 2006, the Court of Chancery of the State of Delaware consolidated this action with In re:

ARAMARK Corporation Shareholders Litigation. The parties subsequently entered into agreements to settle the Delaware consolidated actions and the action pending in the Pennsylvania Court of Common Pleas. As part of the agreements, each share of Class A common stock beneficially owned by members of ARAMARK’s management committee (Joseph Neubauer, L. Frederick Sutherland, Bart J. Colli, Timothy P. Cost, Andrew C. Kerin, Lynn B. McKee, Ravi K. Saligram and Thomas J. Vozzo) were to be counted as one vote for purposes of the additional vote to approve the adoption of the merger agreement. In connection with settling the Delaware action, counsel for the plaintiffs agreed to seek court approval of no more than $2.1 million in attorneys’ fees and expenses, which amount the Company agreed not to oppose. On April 12, 2007, the Delaware Chancery Court approved the settlement between the parties in the consolidated action, and awarded plaintiffs’ counsel $2.1 million in attorneys’ fees and expenses. In connection with settling the Pennsylvania action in principle, counsel for the plaintiffs has agreed to seek court approval of no more than $1.55 million in attorneys’ fees and expenses, which amount the Company has agreed not to oppose. The settlement terms in the Pennsylvania action were submitted to the court for approval on April 26, 2007 by way of a stipulation and proposed order of dismissal, and the court has not yet approved the stipulation.

(16) Related party transactions:

In connection with the Transaction, the Company and its Parent Company paid the Sponsors and certain affiliates $162.6 million in fees and expenses for financial and structural advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. This amount has been included in the total purchase price of the Transaction.

(17) Condensed consolidating financial statements of ARAMARK Corporation and subsidiaries:

The following condensed consolidating financial statements of ARAMARK Corporation and subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X.

F-69

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the condensed consolidated financial statements. On January 26, 2007, in connection with the Transaction, the Company issued 8.50% senior notes due 2015 and senior floating rate notes due 2015 as described in Note 6. The senior notes are jointly and severally guaranteed on a senior unsecured basis by substantially all of the Company’s existing and future domestic subsidiaries (excluding the receivables facility subsidiary) (“Guarantors”). Each of the Guarantors is wholly-owned, directly or indirectly, by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the senior notes (“Non-Guarantors”). The Guarantors also guarantee certain other unregistered debt.

F-70

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating balance sheets

March 30, 2007 (Successor)

	ARAMARK Corporation		Guarantors		Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Assets
Current Assets:
Cash and cash equivalents	$	11.2	$	29.9	$	29.8	$	—		$	70.9
Receivables		5.7		217.9		626.1		—			849.7
Inventories, at lower of cost or market		16.5		426.4		60.6		—			503.5
Prepayments and other current assets		32.3		86.3		20.6		—			139.2
Total current assets		65.7		760.5		737.1		—			1,563.3
Property and Equipment, net		60.2		948.8		172.3		—			1,181.3
Goodwill		241.6		4,044.4		871.4		(44.3	)		5,113.1
Investment and Advances in Subsidiaries		6,980.9		195.3		246.1		(7,422.3	)		—
Other Intangible Assets		62.4		1,279.6		276.2		—			1,618.2
Other Assets		154.6		549.4		138.5		(2.0	)		840.5
	$	7,565.4	$	7,778.0	$	2,441.6	$	(7,468.6	)	$	10,316.4
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term borrowings	$	37.4	$	11.6	$	27.1	$	—		$	76.1
Accounts payable		123.8		278.4		211.9		—			614.1
Accrued expenses and other liabilities		107.9		563.4		135.4		—			806.7
Total current liabilities		269.1		853.4		374.4		—			1,496.9
Long-Term Borrowings		5,539.1		32.5		578.3		—			6,149.9
Deferred Income Taxes and Other Noncurrent Liabilities		187.1		751.3		168.3		(7.1	)		1,099.6
Intercompany Payable		0.1		5,884.3		1,292.9		(7,177.3	)		—
Common Stock Subject to Repurchase		143.9		—		—		—			143.9
Shareholders’ Equity		1,426.1		256.5		27.7		(284.2	)		1,426.1
	$	7,565.4	$	7,778.0	$	2,441.6	$	(7,468.6	)	$	10,316.4

F-71

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating balance sheets

September 29, 2006 (Predecessor)

	ARAMARK Corporation		Guarantors		Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Assets
Current Assets:
Cash and cash equivalents	$	3.8	$	20.1	$	23.8	$	—		$	47.7
Receivables		4.9		209.4		656.6		—			870.9
Inventories, at lower of cost or market		17.7		414.8		61.7		—			494.2
Prepayments and other current assets		19.1		80.6		14.3		—			114.0
Total current assets		45.5		724.9		756.4		—			1,526.8
Property and Equipment, net		53.6		967.3		175.9		—			1,196.8
Goodwill		74.4		1,353.4		361.4		(42.1	)		1,747.1
Investment and Advances in Subsidiaries		4,124.6		1,801.7		119.6		(6,045.9	)		—
Other Intangible Assets		1.4		203.8		92.8		—			298.0
Other Assets		40.0		304.0		150.6		—			494.6
	$	4,339.5	$	5,355.1	$	1,656.7	$	(6,088.0	)	$	5,263.3
Liabilities and Shareholders’ Equity
Current Liabilities:
Current maturities of long-term borrowings	$	1.5	$	14.0	$	24.7	$	—		$	40.2
Accounts payable		122.7		316.0		204.1		—			642.8
Accrued expenses and other liabilities		127.6		627.3		148.7		—			903.6
Total current liabilities		251.8		957.3		377.5		—			1,586.6
Long-Term Borrowings		1,405.7		29.0		328.4		—			1,763.1
Deferred Income Taxes and Other Noncurrent Liabilities		136.6		175.6		79.7		—			391.9
Intercompany Payable		1,023.7		—		507.7		(1,531.4	)		—
Shareholders’ Equity		1,521.7		4,193.2		363.4		(4,556.6	)		1,521.7
	$	4,339.5	$	5,355.1	$	1,656.7	$	(6,088.0	)	$	5,263.3

F-72

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of operations

For the period from January 27, 2007 through March 30, 2007 (Successor)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	198.6		$	1,414.8		$	532.2	$	—		$	2,145.6
Equity in Net Income of Subsidiaries		55.0			—			—		(55.0	)		—
		253.6			1,414.8			532.2		(55.0	)		2,145.6
Costs and Expenses:
Cost of services provided		175.8			1,266.0			490.7		—			1,932.5
Depreciation and amortization		3.7			61.3			14.2		—			79.2
Selling and general corporate expenses		5.9			15.8			3.5		—			25.2
		185.4			1,343.1			508.4		—			2,036.9
Operating income		68.2			71.7			23.8		(55.0	)		108.7
Interest and Other Financing Costs, net:
Interest expense, net		97.3			0.4			6.3		—			104.0
Intercompany interest, net		(0.1	)		(1.1	)		1.2		—			—
		97.2			(0.7	)		7.5		—			104.0
Income (loss) before income taxes		(29.0	)		72.4			16.3		(55.0	)		4.7
Provision (Benefit) for Income Taxes		(33.5	)		28.4			5.3		—			0.2
Net income (loss)	$	4.5		$	44.0		$	11.0	$	(55.0	)	$	4.5

F-73

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of operations

For the period from December 30, 2006 through January 26, 2007 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Sales	$	77.6		$	539.5		$	218.2		$	—		$	835.3
Equity in Net Income of Subsidiaries		5.5			—			—			(5.5	)		—
		83.1			539.5			218.2			(5.5	)		835.3
Costs and Expenses:
Cost of services provided		72.6			500.2			209.7			—			782.5
Depreciation and amortization		2.2			21.0			5.6			—			28.8
Selling and general corporate expenses		118.9			7.1			1.7			—			127.7
		193.7			528.3			217.0			—			939.0
Operating income (loss)		(110.6	)		11.2			1.2			(5.5	)		(103.7	)
Interest and Other Financing Costs, net:
Interest expense, net		9.2			0.3			3.3			—			12.8
Intercompany interest, net		—			(0.5	)		0.5			—			—
		9.2			(0.2	)		3.8			—			12.8
Income (loss) before income taxes		(119.8	)		11.4			(2.6	)		(5.5	)		(116.5	)
Provision (Benefit) for Income Taxes		(46.9	)		7.1			(3.8	)		—			(43.6	)
Net income (loss)	$	(72.9	)	$	4.3		$	1.2		$	(5.5	)	$	(72.9	)

F-74

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of operations

For the period from September 30, 2006 through January 26, 2007 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	357.4		$	2,608.5		$	980.0	$	—		$	3,945.9
Equity in Net Income of Subsidiaries		101.8			—			—		(101.8	)		—
		459.2			2,608.5			980.0		(101.8	)		3,945.9
Costs and Expenses:
Cost of services provided		317.8			2,350.9			918.3		—			3,587.0
Depreciation and amortization		9.2			84.8			22.4		—			116.4
Selling and general corporate expenses		137.8			29.0			7.1		—			173.9
		464.8			2,464.7			947.8		—			3,877.3
Operating income (loss)		(5.6	)		143.8			32.2		(101.8	)		68.6
Interest and Other Financing Costs, net:
Interest expense, net		35.2			0.6			12.9		—			48.7
Intercompany interest, net		(0.2	)		(2.0	)		2.2		—			—
		35.0			(1.4	)		15.1		—			48.7
Income (loss) before income taxes		(40.6	)		145.2			17.1		(101.8	)		19.9
Provision (Benefit) for Income Taxes		(55.4	)		55.1			5.4		—			5.1
Net income (loss)	$	14.8		$	90.1		$	11.7	$	(101.8	)	$	14.8

F-75

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of operations

For the three months ended March 31, 2006 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	279.7		$	1,851.0		$	698.8	$	—		$	2,829.5
Equity in Net Income of Subsidiaries		59.7			—			—		(59.7	)		—
		339.4			1,851.0			698.8		(59.7	)		2,829.5
Costs and Expenses:
Cost of services provided		237.6			1,702.5			640.3		—			2,580.4
Depreciation and amortization		4.3			63.3			16.0		—			83.6
Selling and general corporate expenses		16.0			21.0			4.9		—			41.9
		257.9			1,786.8			661.2		—			2,705.9
Operating income		81.5			64.2			37.6		(59.7	)		123.6
Interest and Other Financing Costs, net:
Interest expense, net		26.5			0.5			8.1		—			35.1
Intercompany interest, net		(0.1	)		(1.3	)		1.4		—			—
		26.4			(0.8	)		9.5		—			35.1
Income before income taxes		55.1			65.0			28.1		(59.7	)		88.5
Provision (Benefit) for Income Taxes		(3.5	)		22.6			10.8		—			29.9
Net income (loss)	$	58.6		$	42.4		$	17.3	$	(59.7	)	$	58.6

F-76

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of operations

For the six months ended March 31, 2006 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors		Eliminations			Consolidated
	(dollars in millions)
Sales	$	564.4		$	3,804.1		$	1,386.9	$	—		$	5,755.4
Equity in Net Income of Subsidiaries		144.1			—			—		(144.1	)		—
		708.5			3,804.1			1,386.9		(144.1	)		5,755.4
Costs and Expenses:
Cost of services provided		477.3			3,468.2			1,276.5		—			5,222.0
Depreciation and amortization		8.5			126.4			30.6		—			165.5
Selling and general corporate expenses		33.2			42.1			10.3		—			85.6
		519.0			3,636.7			1,317.4		—			5,473.1
Operating income		189.5			167.4			69.5		(144.1	)		282.3
Interest and Other Financing Costs, net:
Interest expense, net		52.4			1.0			15.8		—			69.2
Intercompany interest, net		(0.3	)		(2.6	)		2.9		—			—
		52.1			(1.6	)		18.7		—			69.2
Income before income taxes		137.4			169.0			50.8		(144.1	)		213.1
Provision (Benefit) for Income Taxes		(14.4	)		56.2			19.5		—			61.3
Net income (loss)	$	151.8		$	112.8		$	31.3	$	(144.1	)	$	151.8

F-77

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of cash flows

For the period from January 27, 2007 through March 30, 2007 (Successor)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by (used in) operating activities	$	(102.6	)	$	324.5		$	(23.3	)	$	13.9		$	212.5
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(2.8	)		(37.5	)		(9.5	)		—			(49.8	)
Disposals of property and equipment		0.1			1.1			0.2			—			1.4
Acquisitions of businesses, net of cash acquired		—			(0.6	)		(0.7	)		—			(1.3	)
Acquisition of ARAMARK Corporation		(6,099.9	)		—			—			—			(6,099.9	)
Other investing activities		9.6			2.2			(117.1	)		110.8			5.5
Net cash provided by (used in) investing activities		(6,093.0	)		(34.8	)		(127.1	)		110.8			(6,144.1	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		5,388.8			25.0			519.7			—			5,933.5
Payment of long-term borrowings		(1,330.2	)		(2.3	)		(435.7	)		—			(1,768.2	)
Capital contributions		1,839.9			—			—			—			1,839.9
Other financing activities		(139.4	)		—			—			—			(139.4	)
Change in intercompany, net		370.2			(313.7	)		68.2			(124.7	)		—
Net cash provided by (used in) financing activities		6,129.3			(291.0	)		152.2			(124.7	)		5,865.8
Increase (decrease) in cash and cash equivalents		(66.3	)		(1.3	)		1.8			—			(65.8	)
Cash and cash equivalents, beginning of period		77.4			31.2			28.0			—			136.6
Cash and cash equivalents, end of period	$	11.1		$	29.9		$	29.8		$	—		$	70.8

F-78

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of cash flows

For the period from September 30, 2006 through January 26, 2007 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by (used in) operating activities	$	(624.5	)	$	366.9		$	183.2		$	(1.9	)	$	(76.3	)
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(4.0	)		(64.6	)		(12.9	)		—			(81.5	)
Disposals of property and equipment		0.5			16.9			2.6			—			20.0
Acquisitions of businesses, net of cash acquired		—			(80.0	)		(1.7	)		—			(81.7	)
Other investing activities		(18.7	)		27.8			(3.6	)		(2.2	)		3.3
Net cash provided by (used in) investing activities		(22.2	)		(99.9	)		(15.6	)		(2.2	)		(139.9	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		260.0			—			157.0			—			417.0
Payment of long-term borrowings		(126.6	)		(4.4	)		—			—			(131.0	)
Proceeds from issuance of common stock		9.7			—			—			—			9.7
Payment of dividends		(12.6	)		—			—			—			(12.6	)
Other financing activities		22.0			—			—			—			22.0
Change in intercompany, net		567.8			(251.5	)		(320.4	)		4.1			—
Net cash provided by (used in) financing activities		720.3			(255.9	)		(163.4	)		4.1			305.1
Increase in cash and cash equivalents		73.6			11.1			4.2			—			88.9
Cash and cash equivalents, beginning of period		3.8			20.1			23.8			—			47.7
Cash and cash equivalents, end of period	$	77.4		$	31.2		$	28.0		$	—		$	136.6

F-79

ARAMARK Corporation and subsidiaries

Notes to condensed consolidated financial statements (unaudited) (continued)

Condensed consolidating statements of cash flows

For the six months ended March 31, 2006 (Predecessor)

	ARAMARK Corporation			Guarantors			Non Guarantors			Eliminations			Consolidated
	(dollars in millions)
Net cash provided by (used in) operating activities	$	(22.4	)	$	111.0		$	94.4		$	0.8		$	183.8
Cash flows from investing activities:
Purchases of property and equipment and client contract investments		(9.3	)		(107.7	)		(25.5	)		—			(142.5	)
Disposals of property and equipment		1.8			36.5			1.4			—			39.7
Acquisitions of businesses, net of cash acquired		—			(6.3	)		(30.9	)		—			(37.2	)
Other investing activities		0.6			5.1			(1.9	)		(0.1	)		3.7
Net cash used in investing activities		(6.9	)		(72.4	)		(56.9	)		(0.1	)		(136.3	)
Cash flows from financing activities:
Proceeds from additional long-term borrowings		25.1			—			51.6			—			76.7
Payment of long-term borrowings		(2.3	)		(5.4	)		(14.6	)		—			(22.3	)
Proceeds from issuance of common stock		30.1			—			—			—			30.1
Repurchase of stock		(108.5	)		—			—			—			(108.5	)
Payment of dividends		(25.3	)		—			—			—			(25.3	)
Other financing activities		1.7			—			—			—			1.7
Change in intercompany, net		115.5			(37.7	)		(77.1	)		(0.7	)		—
Net cash provided by (used in) financing activities		36.3			(43.1	)		(40.1	)		(0.7	)		(47.6	)
Increase (decrease) in cash and cash equivalents		7.0			(4.5	)		(2.6	)		—			(0.1	)
Cash and cash equivalents, beginning of period		10.8			19.6			25.7			—			56.1
Cash and cash equivalents, end of period	$	17.8		$	15.1		$	23.1		$	—		$	56.0

F-80

Annex I

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted sales growth—interim periods

(Unaudited)

(dollars in thousands)

Management believes that presentation of sales growth, adjusted to eliminate the effects of acquisitions, divestitures and the impact of currency translation, provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Three Months Ended						% Change
	March 30, 2007			March 31, 2006
ARAMARK Corporation Consolidated Sales (as reported)	$	2,980,942		$	2,829,495		5	%
Effect of Currency Translation		—			35,078
Effect of Acquisitions and Divestitures		(26,868	)		(17,072	)
ARAMARK Corporation Consolidated Sales (as adjusted)	$	2,954,074		$	2,847,501		4	%
	Six Months Ended						% Change
	March 30, 2007			March 31, 2006
ARAMARK Corporation Consolidated Sales (as reported)	$	6,091,488		$	5,755,423		6	%
Effect of Currency Translation		—			76,108
Effect of Acquisitions and Divestitures		(48,221	)		(30,215	)
ARAMARK Corporation Consolidated Sales (as adjusted)	$	6,043,267		$	5,801,316		4	%

A-1

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—interim periods

(Unaudited)

(dollars in thousands)

Management believes that presentation of operating income, adjusted to eliminate the effects of acquisitions, divestitures, the impact of currency translation, Transaction-related charges and the incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction, provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Three Months Ended						% Change
	March 30, 2007			March 31, 2006
ARAMARK Corporation Consolidated Operating Income (as reported)	$	4,972		$	123,589
Effect of Currency Translation		—			1,422
Effect of Acquisitions and Divestitures		(2,730	)		(853	)
Transaction-Related Charges		109,526			—
Incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction		19,350			—
ARAMARK Corporation Consolidated Operating Income (as adjusted)	$	131,118		$	124,158		6	%
	Six Months Ended						% Change
	March 30, 2007			March 31, 2006
ARAMARK Corporation Consolidated Operating Income (as reported)	$	177,289		$	282,208
Effect of Currency Translation		—			2,994
Effect of Acquisitions and Divestitures		(4,061	)		(112	)
Transaction-Related Charges		112,103			—
Incremental amortization of acquisition-related customer relationship intangible assets resulting from the Transaction		19,350			—
ARAMARK Corporation Consolidated Operating Income (as adjusted)	$	304,681		$	285,090		7	%

A-2

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted sales growth—fiscal years 2006 and 2005

(Unaudited)

(dollars in thousands)

Management believes that presentation of sales growth adjusted to eliminate the effects of acquisitions, divestitures and the impact of currency translation, provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Fiscal Year Ended						% Change
	September 29, 2006			September 30, 2005
ARAMARK Corporation Consolidated Sales (as reported)	$	11,621,173		$	10,963,360		6	%
Effect of Currency Translation		—			19,049
Effect of Acquisitions and Divestitures		(137,344	)		(95,558	)
ARAMARK Corporation Consolidated Sales (as adjusted)	$	11,483,829		$	10,886,851		5	%

A-3

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—fiscal years 2006 and 2005

(Unaudited)

(dollars in thousands)

Management believes that presentation of operating income adjusted to eliminate the effects of acquisitions, divestitures, the impact of currency translation, for fiscal 2006, the effects of SFAS No. 123R stock option expense ($16.0 million), the goodwill impairment and adjustments to asset and liability carrying values in the Uniform and Career Apparel—Direct Marketing segment (approximately $43.0 million), and proposed merger transaction costs ($6.4 million), and for fiscal 2005, the effects of the gain from a real estate sale by an equity affiliate ($9.7 million) and the charge for the exit of the West Africa oil services business and UK severance costs ($7.4 million), provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Fiscal Year Ended						% Change
	September 29, 2006			September 30, 2005
ARAMARK Corporation Consolidated Operating Income (as reported)	$	530,531		$	580,172		-9	%
SFAS No. 123R Stock Option Expense		16,041			—
Goodwill Impairment and Adjustments to Asset and Liability Carrying Values in the Uniform and Career Apparel—Direct Marketing Segment		42,937			—
Proposed Merger Transaction Costs		6,428			—
Gain from Real Estate Sale by Equity Affiliate		—			(9,737	)
Charge for Exit of West Africa Oil Services Business and UK Severance Costs		—			7,403
Effect of Currency Translation		—			716
Effect of Acquisitions and Divestitures		(7,955	)		(5,338	)
ARAMARK Corporation Consolidated Operating Income (as adjusted)	$	587,982		$	573,216		3	%

A-4

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—fiscal years 2006 and 2005

(Unaudited)

(dollars in thousands)

Management believes that presentation of operating income growth adjusted to eliminate for fiscal 2005 the effect of the gain from a real estate sale by an equity affiliate ($9.7 million), provides useful information to investors because it enhances comparability between the current year and prior year reporting periods.

	Fiscal Year Ended					% Change
	September 29, 2006		September 30, 2005
Food and Support Services—U.S. Operating Income (as reported)	$	397,896	$	403,056		-1	%
Gain from Real Estate Sale by Equity Affiliate		—		(9,737	)
Food and Support Services—U.S. Operating Income (as adjusted)	$	397,896	$	393,319		1	%

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—fiscal years 2006 and 2005

(Unaudited)

(dollars in thousands)

Management believes that presentation of operating income growth adjusted to eliminate for fiscal 2005 the effect of the charge for the exit of the West Africa oil services business and UK severance costs ($7.4 million), provides useful information to investors because it enhances comparability between the current year and prior year reporting periods.

	Fiscal Year Ended				% Change
	September 29, 2006		September 30, 2005
Food and Support Services—International Operating Income (as reported)	$	109,399	$	77,981	40	%
Charge for Exit of West Africa Oil Services Business and UK Severance Costs		—		7,403
Food and Support Services—International Operating Income (as adjusted)	$	109,399	$	85,384	28	%

A-5

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted sales growth—fiscal years 2005 and 2004

(Unaudited)

(dollars in thousands)

Management believes that presentation of sales growth adjusted to eliminate the effects of acquisitions, divestitures and the impact of currency translation, provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Fiscal Year Ended						% Change
	September 30, 2005			October 1, 2004
ARAMARK Corporation Consolidated Sales (as reported)	$	10,963,360		$	10,192,240		8	%
Effect of Currency Translation		—			98,814
Effect of Acquisitions and Divestitures		(315,053	)		(47,238	)
ARAMARK Corporation Consolidated Sales (as adjusted)	$	10,648,307		$	10,243,816		4	%

A-6

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—fiscal years 2005 and 2004

(Unaudited)

(dollars in thousands)

Management believes that presentation of operating income adjusted to eliminate the effects of acquisitions, divestitures and the impact of currency translation, provides useful information to investors because it enhances comparability between the current year and prior year reporting periods. Elimination of the currency translation effect provides constant currency comparisons without the distortion of currency rate fluctuations.

	Fiscal Year Ended						% Change
	September 30, 2005			October 1, 2004
ARAMARK Corporation Consolidated Operating Income (as reported)	$	580,172		$	537,578		8	%
Effect of Currency Translation		—			3,588
Effect of Acquisitions and Divestitures		(11,822	)		(4,026	)
ARAMARK Corporation Consolidated Operating Income (as adjusted)	$	568,350		$	537,140		6	%

ARAMARK Corporation and subsidiaries

Reconciliation of non-GAAP measures

Adjusted operating income—fiscal years 2005 and 2004

(unaudited)

(dollars in thousands)

Management believes that presentation of operating income growth adjusted to eliminate for fiscal 2005 the effect of the gain from a real estate sale by an equity affiliate ($9.7 million), provides useful information to investors because it enhances comparability between the current year and prior year reporting periods.

	Fiscal Year Ended					% Change
	September 30, 2005			October 1, 2004
Food and Support Services—U.S. Operating Income (as reported)	$	403,056		$	375,840	7	%
Gain from Real Estate Sale by Equity Affiliate		(9,737	)		—
Food and Support Services—U.S. Operating Income (as adjusted)	$	393,319		$	375,840	5	%

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Prospectus

Offer to exchange

$1,280,000,000 principal amount of its 8.50% Senior Notes due 2015 and $500,000,000 principal amount of its Senior Floating Rate Notes due 2015, each of which has been registered under the Securities Act of 1933, for any and all of its outstanding 8.50% Senior Notes due 2015 and Senior Floating Rate Notes due 2015, respectively.

Until the date that is 90 days from the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

(a) ARAMARK Corporation, Addison Concessions, Inc, ARAMARK Cleanroom Services (Puerto Rico) Inc., ARAMARK Executive Management Services USA, Inc., ARAMARK Food and Support Services Group, Inc., ARAMARK Healthcare Support Services of the Virgin Islands, Inc., ARAMARK Japan, Inc., ARAMARK Marketing Services Group, Inc., ARAMARK Organizational Services, Inc., ARAMARK RBI, Inc., ARAMARK SCM, Inc., ARAMARK Senior Notes Company, ARAMARK Services of Puerto Rico, Inc., ARAMARK SM Management Services, Inc., ARAMARK Uniform & Career Apparel Group, Inc., ARAMARK Uniform Manufacturing Company, ARAMARK Venue Services, Inc. and Delsac VIII, Inc. are incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

The amended and restated certificate of incorporation of ARAMARK Corporation provides that we must indemnify our directors and officers to the fullest extent authorized by the Delaware General Corporation Law as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment). 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 Certificate of Incorporation, our By-Laws, agreement, vote of stockholders or directors or otherwise.

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

(b) ARAMARK Asia Management, LLC, ARAMARK Campus, LLC, ARAMARK Cleanroom Services, LLC, ARAMARK Clinical Technology Services, LLC, ARAMARK Confection LLC, ARAMARK Correctional Services, LLC, ARAMARK Educational Group, LLC, ARAMARK Educational Services, LLC, ARAMARK Engineering Associates, LLC, ARAMARK Entertainment, LLC, ARAMARK Facilities Management, LLC, ARAMARK Facility Services, LLC, ARAMARK FHC Business Services, LLC, ARAMARK FHC Campus

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Services, LLC, ARAMARK FHC Correctional Services, LLC, ARAMARK FHC Healthcare Support Services, LLC, ARAMARK FHC Refreshment Services, LLC, ARAMARK FHC School Support Services, LLC, ARAMARK FHC Services, LLC, ARAMARK FHC Sports and Entertainment Services, LLC, ARAMARK FHC, LLC, ARAMARK Food Service LLC, ARAMARK FSM, LLC, ARAMARK Healthcare Support Services, LLC, ARAMARK/HMS, LLC, ARAMARK India Holdings LLC, ARAMARK Industrial Services, LLC, ARAMARK RAV, LLC, ARAMARK Refreshment Services, LLC, ARAMARK Schools, LLC, ARAMARK Senior Living Services, LLC, ARAMARK SMMS LLC, ARAMARK SMMS Real Estate LLC, ARAMARK Sports and Entertainment Group, LLC, ARAMARK Sports and Entertainment Services, LLC, ARAMARK Sports, LLC, ARAMARK Sports Facilities, LLC, ARAMARK Summer Games 1996, LLC, ARAMARK U.S. Offshore Services, LLC, ARAMARK Uniform & Career Apparel, LLC, ARAMARK Uniform Services (Matchpoint) LLC, ARAMARK Uniform Services (Midwest) LLC, ARAMARK Uniform Services (Texas) LLC, ARAMARK Uniform Services (Pittsburgh) LLC, ARAMARK Uniform Services (Rochester) LLC, ARAMARK Uniform Services (Santa Ana) LLC, ARAMARK Uniform Services (Syracuse) LLC, ARAMARK Uniform Services (West Adams) LLC, Fine Host Holdings, LLC, Galls, an ARAMARK Company, LLC, Harrison Conference Associates, LLC, Harry M. Stevens, LLC, Landy Textile Rental Services LLC, SeamlessWeb Professional Solutions, LLC and The Menu Marketing Group, LLC are each limited liability companies organized under the laws of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

In accordance with this provision the operating agreement of ARAMARK Engineering Associates LLC provides that subject to certain limitations and conditions each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, because the Indemnified Person was or is a Member or an officer of the Company or the Indemnified Person was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a Member or of an officer of the Company, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding, provided that the Indemnified Person acted in good faith and in a manner that the Indemnified Person reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his or her conduct was unlawful.

(c) ARAMARK Aviation Services Limited Partnership and ARAMARK Management Services Limited Partnership are each limited partnerships organized under the laws of Delaware.

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. Section 15-110 of the Delaware Limited Partnership Act provides that a partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever.

The ARAMARK Management Services Agreement of Limited Partnership provides that to the fullest extent permitted by law, the partnership shall indemnify any person (the “Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that the Person is or was a general partner or a stockholder, director, officer or employee of a general partner, or is or was serving

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at the request of a general partner or the partnership as a stockholder, director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection with such action, suit or proceeding, unless such Person failed to act in good faith and in a manner that such Person actually believed to be in or not opposed to the best interests of the partnership. The indemnification shall continue as to any Person who has ceased to serve in any or all of the foregoing capacities and shall inure to the benefit of the heirs, executors and administrators of any deceased person. The right to this indemnification shall be deemed a contract right and shall include the right to be advanced currently the expenses incurred in connection with any such action, suit or proceeding.

If a claim under the previous paragraph is not paid in full by the partnership within 60 days after a written claim has been received by the partnership, except in the case of a claim for the advancement of expenses incurred in connection with any action, suit or proceeding in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the partnership to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the partnership to recover the advancement of expenses incurred in connection with any action, suit or proceeding, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such a claim. The right to indemnification and the advancement of expenses shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, act of the limited partners or otherwise.

The partnership may maintain insurance, at its expense, to protect any person against any expense, liability or loss, whether or not the partnership would have the power to indemnify such Person against such expense, liability or loss under the Delaware Act.

The partnership may, to the extent authorized from time to time by the managing general partner, grant rights to indemnification and the advancement of expenses to any employee or agent of the partnership or any affiliate lesser than or coextensive with the rights set forth above in this Section.

In no event may an indemnitee subject a limited partner to personal liability by reason of these indemnification provisions.

An indemnitee shall not be denied indemnification in whole or in part because the indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(d) American Snack & Beverage, LLC is a limited liability company organized under the laws of Florida.

Section 608.4229 of the Florida Limited Liability Company Act provides that a limited liability company may, and shall have the power to, but shall not be required to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Notwithstanding that provision, indemnification or advancement of expenses shall not be made to or on behalf of any member, manager, managing member, officer, employee, or agent if a judgment or other final adjudication establishes that the actions, or omissions to act, of such member, manager, managing member, officer, employee, or agent were material to the cause of action so adjudicated and constitute any of the following: (a) a violation of criminal law, unless the member, manager, managing member, officer, employee, or agent had no reasonable cause to believe such conduct was unlawful; (b) a transaction from which the member, manager, managing member, officer, employee, or agent derived an improper personal benefit; (c) in the case of a manager or managing member, a circumstance under which the liability provisions of Section 608-426 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the limited liability company in a proceeding by or in the right of the limited liability company to procure a judgment in its favor or in a proceeding by or in the right of a member.

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Section 607.0850 of the Florida Business Corporation Act provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Florida corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

(e) ARAMARK Services Management of OH, Inc. is incorporated under the laws of Ohio.

Section 1701.13(E) of the Ohio Revised Code sets forth the conditions and limitations governing the indemnification of officers, directors and other persons. Section 1701.13(E) provides that a corporation shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in as a director, trustee, officer, employee, member, manager, or agent of another corporation domestic or foreign, nonprofit or for profit, a limited liability company or a partnership, joint venture, trust, or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal proceeding, if he had no reasonable cause to believe his conduct was unlawful.

With respect to a suit by or in the right of the corporation, indemnity may be provided to the foregoing persons under Section 1701.13(E) on a basis similar to that set forth above, except that no indemnity may be provided in respect of certain claims, including any claim, issue or matter as to which such person has been adjudged to be liable to the corporation for negligence or misconduct in performing his or her duty to the corporation unless and to the extent that the Court of Common Pleas or the court in which such action, suit or proceeding was brought determines that despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Moreover, Section 1701.13(E) provides for mandatory indemnification of a director, officer, employee or agent of the corporation to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified.

Section 1701.13(E) establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13(E) is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any articles, regulations, agreement, vote of shareholders or disinterested directors or otherwise.

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(f) ARAMARK American Food Services, LLC is a limited liability company organized under the laws of Ohio.

Section 1705.32 of the Ohio Limited Liability Company Act provides that a limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in right of the company, because he is or was a manager, member, partner, officer, employee, or agent of the company or is or was serving at the request of the company as a manager, director, trustee, officer, employee, or agent of another limited liability company, corporation, partnership, joint venture, trust, or other enterprise. The company may indemnify or agree to indemnify a person in that position against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement that actually and reasonably were incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company and, in connection with any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

With respect to a suit by or in the right of the company, indemnity may be provided to the foregoing persons under Section 1705.32 on a basis similar to that set forth above, except that no indemnity may be provided in respect of certain claims, including any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the company unless and to the extent that the Court of Common Pleas or the court in which such action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Moreover, Section 1705.32 provides for mandatory indemnification of a manager, officer, employee or agent of a limited liability company to the extent that such person has been successful in defense of any claim, issue, or matter in an action, suit or proceeding referred to in those divisions, he shall be indemnified against expenses, including attorney’s fees, that were actually and reasonably incurred by him in connection with the action suit and proceeding.

(g) ARAMARK Healthcare Support Services of Texas, Inc. is incorporated under the laws of Texas.

Section 8.051 of Texas Business Organization Code states that: (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

Section 8.052 states that (a) on application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person’s official capacity.

Section 8.101 states that (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith;

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(B) reasonably believed: (i) in the case of conduct in the person’s official capacity, that the person’s conduct was in the enterprise’s best interests; and (ii) in any other case, that the person’s conduct was not opposed to the enterprise’s best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person’s duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

Section 8.102 states that (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person’s duty to the enterprise; (B) breach of the person’s duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

(h) ARAMARK Business Dining Services of Texas, LLC, ARAMARK Educational Services of Texas, LLC, ARAMARK Food Service of Texas, LLC, ARAMARK Sports and Entertainment Services of Texas, LLC are each limited liability companies organized under the laws of Texas.

Section 2.20 of the Texas Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its articles of organization or in its regulations, a limited liability company shall have the power to indemnify members and managers, officers and other persons and purchase and maintain liability insurance for such persons.

(i) ARAMARK Services Management of WI, Inc., is incorporated under the laws of Wisconsin.

Under Section 180.0851 of the Wisconsin Business Corporation Law, a corporation shall indemnify a director or officer, to the extent such person is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if such person was a party to such proceeding because he or she was a director or officer of the corporation. In all other cases, the corporation shall indemnify a director or officer against liability incurred in a proceeding to which such person was a party because he or she was a director or officer of the corporation, unless liability was incurred because he or she breached or failed to perform a duty owed to the Registrant and such breach or failure to perform constitutes: (i) a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; (ii) a violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful; (iii) a transaction from which the director or officer derived an improper personal profit; or (iv) willful misconduct.

Section 180.0858 of the Wisconsin Business Corporation Law provides that subject to certain limitations, the mandatory indemnification provisions do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the corporation’s articles of incorporation or bylaws.

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Section 180.0859 of the Wisconsin Business Corporation Law provides that it is the public policy of the State of Wisconsin to require or permit indemnification, allowance of expenses and insurance to the extent required or permitted under Sections 180.0850 to 180.0858 of the Wisconsin Business Corporation Law for any liability incurred in connection with a proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities.

(i) ARAMARK Capital Asset Services, LLC and Kowalski-Dickow Associates, LLC are each limited liability companies organized under the laws of the state of Wisconsin.

Section 183.0106(2) of the Wisconsin Limited Liability Company Act permits a limited liability company to indemnify a member, manager, employee, officer or agent or any other person. Section 183.0403(2) provides that a company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager.

(j) ARAMARK Distribution Services, Inc., ARAMARK Services Management of IL, Inc. and Harrison Conference Center of Lake Bluff, Inc. are each incorporated under the laws of Illinois.

Under Section 8.75 of the Illinois Business Corporation Act of 1983, as amended, (the “IBA”) a corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

A corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, provided that no indemnification shall be made with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

A corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the IBA.

(k) ARAMARK Consumer Discount Company, Harry M. Stevens, Inc. of Penn. and MyAssistant, Inc. are each incorporated under the laws of Pennsylvania.

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Under Section 1741 of the Pennsylvania Business Corporation Law of 1988 (the “PBCL”), subject to certain limitations, a corporation has the power to indemnify directors, officers and other parties under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party or threatened to be made a party by reason of his being a representative of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Expenses incurred by parties in defending any action may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the party to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

(l) ARAMARK Educational Services of Vermont, Inc. is incorporated under the laws of Vermont.

Section 8.51 of the Vermont Business Corporation Act (the “VBCA”) permits a corporation to indemnify an individual who is or was a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in that capacity if: (i) the director conducted himself or herself in good faith, (ii) the director reasonably believed that his or her conduct, in an official capacity with the corporation, was in the best interests of the corporation and, in all other cases, the conduct was at least not opposed to its best interests, and (iii) in a proceeding brought by a governmental entity, the director had no reasonable cause to believe his or her conduct was unlawful, and the director is not finally found to have engaged in a reckless or intentional unlawful act.

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre is not, of itself, determinative that the director did not meet the standard of conduct necessary for indemnification. Notwithstanding the foregoing, a corporation may not indemnify a director if the director was adjudged liable to the corporation in a proceeding by or in the right of a corporation, or on the basis that a personal benefit was improperly received by the director in a proceeding charging improper personal benefit to the director. In addition, Section 8.52 of the VBCA provides that, unless limited in a corporation’s charter, a corporation shall indemnify its directors who are wholly successful, on the merits or otherwise, in the defense of any proceeding to which the directors are parties by reason of their service in those capacities against reasonable expenses incurred in connection with the proceeding.

(m) ARAMARK Facility Management Corporation of Iowa is incorporated under the laws of Iowa.

Sections 851 and 856 of the Iowa Business Corporation Act (the “IBCA”) provides that a corporation has the power to indemnify its directors and officers against liabilities and expenses incurred by reason of such person serving in the capacity of director or officer, if such person has acted in good faith and in a manner reasonably believed by the individual to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe that his or her conduct was unlawful. The foregoing indemnity provisions notwithstanding, in the case of actions brought by or in the right of the corporation, no indemnification shall be made to such director or officer with respect to any matter as to which such individual has been adjudged to be liable to the corporation on the basis that the director received a financial benefit to which the director was now entitled, whether or not involving action in the director’s official capacity.

(n) ARAMARK FHC Kansas, Inc., ARAMARK Food Service Corporation of Kansas and ARAMARK Services of Kansas, Inc. are incorporated under the laws of Kansas.

Section 17-6305 of the Kansas General Corporation Law provides that a corporation may indemnify any person who was or is, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the

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corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including attorney fees, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Section 17-6305 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 17-6305 also provides that to the extent that a present or former director, officer, employee or agent of a corporation has been successful in defense of any action, suit or proceeding referred to above, such person shall be indemnified against expenses actually and reasonably incurred in connection therewith, including attorney fees and that the indemnification and advancement of expenses provided by, or granted pursuant to Section 17-6305 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.

(o) ARAMARK Kitty Hawk, Inc. is incorporated under the laws of Idaho.

Under Sections 30-1-851 and 30-1-852 of the Idaho Business Corporation Act, an Idaho corporation: (1) shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding; (2) may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if the officer or director conducted himself in good faith and reasonably believed, in the case of conduct in his official capacity, that his conduct was in the best interests of the corporation, and in all cases, that his conduct was at least not opposed to the best interests of the corporation; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or he engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by section 30-1-202(2)(e), Idaho Code; and (3) may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation to the same extent as a director; and if he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or liability arising out of conduct that constitutes receipt by him of a financial benefit to which he is not entitled, an intentional infliction of harm on the corporation or the shareholders, or an intentional violation of criminal law.

(p) ARAMARK Services Management of HI, Inc. is incorporated under the laws of Hawaii.

Section 414-242 through 246 of the Hawaii Business Corporation Act provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: the individual conducted the individual’s self in good faith and the individual reasonably believed: (i) in the case of conduct of official capacity, that the individual’s conduct was in the best interests of the corporation; and (ii) in all other cases, that the individual’s conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the individual had no

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reasonable cause to believe the individual’s conduct was unlawful. Notwithstanding the foregoing, a corporation may not indemnify a director (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Furthermore, a corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

(q) ARAMARK Services Management of MI, Inc. and Restaura, Inc. are each incorporated under the laws of Michigan.

Section 450.1561 of Michigan’s Business Corporation Act provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

(r) ARAMARK Services Management of NJ, Inc., Harrison Conference Services of Princeton, Inc. and Harry M. Stevens, Inc. of New Jersey are each incorporated under the state of New Jersey.

Section 14A of the Business Corporation Act (the “BCA”) states that any corporation organized for any purpose under any general or special law of New Jersey shall have the power to indemnify a corporate agent against his expenses and liabilities in connection with any proceeding involving the corporate agent by reason of his being or having been such a corporate agent, other than a proceeding by or in the right of the corporation, if (a) such corporate agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; and (b) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe his conduct was unlawful.

(s) ARAMARK Services Management of SC, Inc. is incorporated under the laws of South Carolina.

Under Sections 33-8-510 and 33-8-520 of the South Carolina Business Corporation Act, a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he reasonably believed: (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interest; and (ii) in all other cases, that his conduct was at least not opposed to its best interest; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

A corporation may not indemnify a director under this section in connection with a proceeding by or in right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

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(t) Harrison Conference Center of Glen Cove, Inc. is incorporated under the laws of New York.

The New York Business Corporation Law (“BCL”), Article 7, Sections 721-726 provide for the indemnification and advancement of expenses to officers and directors. Indemnification and advancement pursuant to the BCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the director personally gained a financial profit or other advantage to which he or she was not legally entitled.

A corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his conduct was unlawful. A corporation may obtain indemnification insurance indemnifying itself and its directors and officers.

The articles of incorporation of Harrison Conference Center of Glen Cove, Inc. provides that (a) any person, made a party to an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, may be indemnified against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his duty to the corporation under Section 717 of the New York Business Corporation Law. (b) The indemnification authorized under paragraph (a) shall in no case include: (1) Amounts paid in settling or otherwise disposing of a threatened action, or a pending action with or without court approval; or (2) Expenses incurred in defending a threatened action, or a pending action which is settled or otherwise disposed of without court approval.

Any person, made, or threatened to be made a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator, or intestate, was a director or officer of the Corporation, or served such other corporation in any capacity, may be indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

(u) Harrison Conference Services of Massachusetts, LLC and Harrison Conference Services of Wellesley, LLC are each limited liability companies organized under the laws of Massachusetts.

Section 8 of the Massachusetts Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager.

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No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the limited liability company.

The certificate of organization or a written operating agreement may eliminate or limit the personal liability of a member or manager for breach of any duty to the limited liability company or to another member or manager.

(v) Harrison Conference Services of North Carolina, LLC is a limited liability company organized under the laws of North Carolina.

Section 57C-3-32 of the North Carolina Limited Liability Company Act provides that the articles of organization or a written operating agreement may eliminate or limit the personal liability of a manager, director, or executive for monetary damages for breach of any duty (provided for in Section 57C-3-22 other than liability under 57C-4-07) as manager, director, or executive and provides for indemnification of a manager, member, director, or executive for judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which the member, manager, director, or executive is a party because the person is or was a manager, member, director, or executive.

No provision permitted under this section shall limit, eliminate, or indemnify against the liability of a manager, director, or executive for: (i) acts or omissions that the manager, director, or executive knew at the time of the acts or omissions were clearly in conflict with the interests of the limited liability company, (ii) any transaction from which the manager, director, or executive derived an improper personal benefit, or (iii) acts or omissions occurring prior to the date the provision became effective, except that indemnification may be provided if approved by all the members.

(w) Shoreline Operating Company, Inc. is incorporated under the laws of California.

Under Section 317 of the California General Corporation Law (“CGCL”), a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor), by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding, if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized under Section 317.

The articles of incorporation of Shoreline Operating Company, Inc. provides that the corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits of such excess indemnification set forth in Section 204 of the Corporations Code.

(x) L&N Uniform Supply Co., LLC, Lake Tahoe Cruises, LLC and Paradise Hornblower, LLC are each limited liability companies organized under the laws of California.

Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain

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insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The amended and restated operating agreement of Paradise Hornblower, LLC provides that the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such Member is or was a Member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, such Member is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an “agent”), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

(y) Overall Laundry Services, Inc. incorporated under the laws of Washington.

Sections 23B.08.510 through 23B.08.600 of the Washington Business Corporation Act contain specific provisions relating to the indemnification of directors and officers of Washington corporations. Section 23B.08.510 provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) he conducted himself in good faith; and (b) he reasonably believed: (i) in the case of conduct in his official capacity with the limited liability company, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (c) in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of conduct that was not opposed to the best interests of the corporation.

Under Section 23B.08.510 a corporation may not indemnify a director in connection with a proceeding by or in right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action it the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

Section 23B.08.520 provides that unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Section 23B.08.540 provides for court ordered indemnification in certain circumstances listed in the statute and Section 23B.08.570 provides that unless the articles of incorporation of a corporation provides otherwise an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 23B.08.520 and is entitled to apply for court ordered indemnification under Section 23B.08.540 in each case to the same extent as a director.

The articles of incorporation of Overall Laundry Services, Inc. provides that in furtherance of and not in limitation of the general powers conferred by the State Laws of Washington, the corporation shall also have the power to indemnify directors, trustees, officers, employees or agents of the corporation in any manner and with respect to any matter now or hereafter permitted by statute.

(z) Travel Systems, LLC is a limited liability company organized under the laws of Nevada.

Under Section 86.411 of the Nevada Revised Statutes, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,

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suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Under Section 86.421 of the Nevada Revised Statutes, a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that he is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited-liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a manager, member, employee or agent of a limited-liability company has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 86.411 or 86.421 or in defense of any claim, issue or matter therein, the company shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense. Any indemnification under such Sections, unless ordered by a court or advanced pursuant to Section 86.441, may be made by the limited-liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances. The determination must be made (a) by the members or managers as provided in the articles of organization or the operating agreement, (b) if there is no provision in the articles of organization or the operating agreement, by a majority in interest of the members who are not parties to the action, suit or proceeding, (c) if a majority in interest of the members who are not parties to the action, suit or proceeding so order, by independent legal counsel in a written opinion or (d) if members who are not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

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Item 21. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated as of August 8, 2006 between ARAMARK Corporation, RMK Acquisition Corporation and RMK Finance LLC (incorporated by reference to exhibit 2.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on August 8, 2006, pursuant to the Exchange Act (file number 001-16807)).
2.2	Certificate of Ownership and Merger (merging ARAMARK Corporation into ARAMARK Services, Inc.) (incorporated by reference to Exhibit 99.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)).
3.1	Certificate of Incorporation of ARAMARK Corporation (incorporated by reference to Exhibit 3.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)).
3.2	By-laws of ARAMARK Corporation (incorporated by reference to Exhibit 3.2 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)).
3.3	Certificate of Incorporation of Addison Concessions, Inc.
3.4	By-laws of Addison Concessions, Inc.
3.5	Articles of Organization of American Snack & Beverage, LLC
3.6	Limited Liability Company Agreement of American Snack & Beverage, LLC
3.7	Articles of Organization of ARAMARK American Food Services, LLC
3.8	Limited Liability Company Agreement of ARAMARK American Food Services, LLC
3.9	Certificate of Formation of ARAMARK Asia Management, LLC
3.10	Limited Liability Company Agreement of ARAMARK Asia Management, LLC
3.11	Certificate of Limited Partnership of ARAMARK Aviation Services Limited Partnership
3.12	Agreement of Limited Partnership of ARAMARK Aviation Services Limited Partnership
3.13	Certificate of Formation of ARAMARK Business Dining Services of Texas, LLC
3.14	Company Agreement of ARAMARK Business Dining Services of Texas, LLC
3.15	Certificate of Formation of ARAMARK Campus, LLC
3.16	Limited Liability Company Agreement of ARAMARK Campus, LLC
3.17	Articles of Organization of ARAMARK Capital Asset Services, LLC
3.18	Limited Liability Company Agreement of ARAMARK Capital Asset Services, LLC
3.19	Certificate of Formation of ARAMARK Cleanroom Services, LLC
3.20	Limited Liability Company Agreement of ARAMARK Cleanroom Services, LLC
3.21	Certificate of Incorporation of ARAMARK Cleanroom Services (Puerto Rico), Inc.
3.22	By-laws of ARAMARK Cleanroom Services (Puerto Rico), Inc.
3.23	Certificate of Formation of ARAMARK Clinical Technology Services, LLC

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Exhibit No.	Description
3.24	Limited Liability Company Agreement of ARAMARK Clinical Technology Services, LLC
3.25	Certificate of Formation of ARAMARK Confection, LLC
3.26	Limited Liability Company Agreement of ARAMARK Confection, LLC
3.27	Articles of Incorporation of ARAMARK Consumer Discount Company
3.28	By-laws of ARAMARK Consumer Discount Company
3.29	Certificate of Formation of ARAMARK Correctional Services, LLC
3.30	Limited Liability Company Agreement of ARAMARK Correctional Services, LLC
3.31	Certificate of Formation of ARAMARK CTS, LLC
3.32	Limited Liability Company Operating Agreement of ARAMARK CTS, LLC
3.33	Articles of Incorporation of ARAMARK Distribution Services, Inc.
3.34	Bylaws of ARAMARK Distribution Services, Inc.
3.35	Certificate of Formation of ARAMARK Educational Group, LLC
3.36	Limited Liability Company Agreement of ARAMARK Educational Group, LLC
3.37	Certificate of Formation of ARAMARK Educational Services of Texas, LLC
3.38	Company Agreement of ARAMARK Educational Services of Texas, LLC
3.39	Articles of Association of ARAMARK Educational Services of Vermont, Inc.
3.40	By-laws of ARAMARK Educational Services of Vermont, Inc
3.41	Certificate of Formation of ARAMARK Educational Services, LLC
3.42	Limited Liability Company Agreement of ARAMARK Educational Services, LLC
3.43	Certificate of Formation of ARAMARK Engineering Associates, LLC
3.44	Operating Agreement of ARAMARK Engineering Associates, LLC
3.45	Certificate of Formation of ARAMARK Entertainment, LLC
3.46	Limited Liability Company Agreement of ARAMARK Entertainment, LLC
3.47	Certificate of Incorporation of ARAMARK Executive Management Services USA, Inc.
3.48	By-laws of ARAMARK Executive Management Services USA, Inc.
3.49	Certificate of Formation of ARAMARK Facilities Management, LLC
3.50	Limited Liability Company Agreement of ARAMARK Facilities Management, LLC
3.51	Articles of Incorporation of ARAMARK Facility Management Corporation of Iowa
3.52	Bylaws of ARAMARK Facility Management Corporation of Iowa
3.53	Certificate of Formation of ARAMARK Facility Services, LLC
3.54	Operating Agreement of ARAMARK Facility Services, LLC
3.55	Certificate of Formation of ARAMARK FHC Business Services, LLC
3.56	Limited Liability Company Agreement of ARAMARK FHC Business Services, LLC
3.57	Certificate of Formation of ARAMARK FHC Campus Services, LLC
3.58	Limited Liability Company Agreement of ARAMARK FHC Campus Services, LLC
3.59	Certificate of Formation of ARAMARK FHC Correctional Services, LLC

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Exhibit No.	Description
3.60	Limited Liability Company Agreement of ARAMARK FHC Correctional Services, LLC
3.61	Certificate of Formation of ARAMARK FHC Healthcare Support Services, LLC
3.62	Limited Liability Company Agreement of ARAMARK FHC Healthcare Support Services, LLC
3.63	Articles of Incorporation of ARAMARK FHC Kansas, Inc.
3.64	By-laws of ARAMARK FHC Kansas, Inc.
3.65	Certificate of Formation of ARAMARK FHC Refreshment Services, LLC
3.66	Limited Liability Company Agreement of ARAMARK FHC Refreshment Services, LLC
3.67	Certificate of Formation of ARAMARK FHC School Support Services, LLC
3.68	Limited Liability Company Agreement of ARAMARK FHC School Support Services, LLC
3.69	Certificate of Formation of ARAMARK FHC Services, LLC
3.70	Limited Liability Company Agreement of ARAMARK FHC Services, LLC
3.71	Certificate of Formation ARAMARK FHC Sports and Entertainment Services, LLC
3.72	Limited Liability Company Agreement of ARAMARK FHC Sports and Entertainment Services, LLC
3.73	Certificate of Formation of ARAMARK FHC, LLC
3.74	Limited Liability Company Agreement of ARAMARK FHC, LLC
3.75	Certificate of Incorporation of ARAMARK Food and Support Services Group, Inc.
3.76	By-laws of ARAMARK Food and Support Services Group, Inc
3.77	Certificate of Formation of ARAMARK Food Service, LLC
3.78	Limited Liability Company Agreement of ARAMARK Food Service, LLC
3.79	Articles of Incorporation of ARAMARK Food Service Corporation of Kansas
3.80	By-laws of ARAMARK Food Service Corporation of Kansas
3.81	Certificate of Formation of ARAMARK Food Service of Texas, LLC
3.82	Company Agreement of ARAMARK Food Service of Texas, LLC
3.83	Certificate of Formation of ARAMARK FSM, LLC
3.84	Limited Liability Company Agreement of ARAMARK FSM, LLC
3.85	Articles of Incorporation of ARAMARK Healthcare Support Services of Texas, Inc.
3.86	By-laws of ARAMARK Healthcare Support Services of Texas, Inc.
3.87	Articles of Incorporation of ARAMARK Healthcare Support Services of the Virgin Islands, Inc.
3.88	By-laws of ARAMARK Healthcare Support Services of the Virgin Islands, Inc.
3.89	Certificate of Formation of ARAMARK Healthcare Support Services, LLC
3.90	Limited Liability Company Agreement of ARAMARK Healthcare Support Services, LLC
3.91	Certificate of Formation of ARAMARK/HMS, LLC
3.92	Limited Liability Company Agreement of ARAMARK/HMS, LLC
3.93	Certificate of Formation of ARAMARK India Holdings LLC
3.94	Operating Agreement of ARAMARK India Holdings LLC

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Exhibit No.	Description
3.95	Certificate of Formation of ARAMARK Industrial Services, LLC
3.96	Limited Liability Company Agreement of ARAMARK Industrial Services, LLC
3.97	Certificate of Incorporation of ARAMARK Japan, Inc
3.98	By-laws of ARAMARK Japan, Inc
3.99	Articles of Incorporation of ARAMARK Kitty Hawk, Inc.
3.100	By-laws of ARAMARK Kitty Hawk, Inc.
3.101	Certificate of Limited Partnership of ARAMARK Management Services Limited Partnership
3.102	Agreement of Limited Partnership of ARAMARK Management Services Limited Partnership
3.103	Restated Certificate of Incorporation of ARAMARK Marketing Services Group, Inc.
3.104	By-laws of ARAMARK Marketing Services Group, Inc.
3.105	Certificate of Incorporation of ARAMARK Organizational Services, Inc.
3.106	By-laws of ARAMARK Organizational Services, Inc.
3.107	Certificate of Formation of ARAMARK RAV, LLC
3.108	Limited Liability Company Agreement of ARAMARK RAV, LLC
3.109	Certificate of Incorporation of ARAMARK RBI, Inc.
3.110	By-laws of ARAMARK RBI, Inc.
3.111	Certificate of Formation of ARAMARK Refreshment Services, LLC
3.112	Limited Liability Company Agreement of ARAMARK Refreshment Services, LLC
3.113	Certificate of Formation of ARAMARK Schools, LLC
3.114	Limited Liability Company Agreement of ARAMARK Schools, LLC
3.115	Certificate of Incorporation of ARAMARK SCM, Inc.
3.116	By-laws of ARAMARK SCM, Inc.
3.117	Certificate of Formation of ARAMARK Senior Living Services, LLC
3.118	Limited Liability Company Agreement of ARAMARK Senior Living Services, LLC
3.119	Certificate of Incorporation of ARAMARK Senior Notes Company
3.120	By-laws of ARAMARK Senior Notes Company
3.121	Articles of Incorporation of ARAMARK Services Management of HI, Inc.
3.122	By-laws of ARAMARK Services Management of HI, Inc.
3.123	Articles of Incorporation of ARAMARK Services Management of IL, Inc.
3.124	By-laws of ARAMARK Services Management of IL, Inc.
3.125	Articles of Incorporation of ARAMARK Services Management of MI, Inc.
3.126	By-laws of ARAMARK Services Management of MI, Inc.
3.127	Certificate of Incorporation of ARAMARK Services Management of NJ, Inc.
3.128	By-laws of ARAMARK Services Management of NJ, Inc.
3.129	Articles of Incorporation of ARAMARK Services Management of OH, Inc.
3.130	By-laws of ARAMARK Services Management of OH, Inc.

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Exhibit No.	Description
3.131	Articles of Incorporation of ARAMARK Services Management of SC, Inc.
3.132	By-laws of ARAMARK Services Management of SC, Inc.
3.133	Articles of Incorporation of ARAMARK Services Management of WI, Inc.
3.134	By-laws of ARAMARK Services Management of WI, Inc.
3.135	Articles of Incorporation of ARAMARK Services of Kansas, Inc.
3.136	By-laws of ARAMARK Services of Kansas, Inc.
3.137	Restated Certificate of Incorporation of ARAMARK Services of Puerto Rico, Inc.
3.138	By-laws of ARAMARK Services of Puerto Rico, Inc.
3.139	Certificate of Incorporation of ARAMARK SM Management Services, Inc.
3.140	By-laws of ARAMARK SM Management Services, Inc.
3.141	Certificate of Formation of ARAMARK SMMS LLC
3.142	Limited Liability Company Agreement of ARAMARK SMMS LLC
3.143	Certificate of Formation of ARAMARK SMMS Real Estate LLC
3.144	Limited Liability Agreement of ARAMARK SMMS Real Estate LLC
3.145	Certificate of Formation of ARAMARK Sports and Entertainment Group, LLC
3.146	Limited Liability Company Agreement of ARAMARK Sports and Entertainment Group, LLC
3.147	Certificate of Formation of ARAMARK Sports and Entertainment Services of Texas, LLC
3.148	Company Agreement of ARAMARK Sports and Entertainment Services of Texas, LLC
3.149	Certificate of Formation of ARAMARK Sports and Entertainment Services, LLC
3.150	Limited Liability Company Agreement of ARAMARK Sports and Entertainment Services, LLC
3.151	Certificate of Formation of ARAMARK Sports Facilities, LLC
3.152	Operating Agreement of ARAMARK Sports Facilities, LLC
3.153	Certificate of Formation of ARAMARK Sports, LLC
3.154	Limited Liability Company Agreement of ARAMARK Sports, LLC
3.155	Certificate of Formation of ARAMARK Summer Games 1996, LLC
3.156	Limited Liability Company Agreement of ARAMARK Summer Games 1996, LLC
3.157	Certificate of Formation of ARAMARK U.S. Offshore Services, LLC
3.158	Limited Liability Company Agreement of ARAMARK U.S. Offshore Services, LLC
3.159	Certificate of Incorporation of ARAMARK Uniform & Career Apparel Group, Inc.
3.160	By-laws of ARAMARK Uniform & Career Apparel Group, Inc.
3.161	Certificate of Formation of ARAMARK Uniform & Career Apparel, LLC
3.162	Limited Liability Company Agreement of ARAMARK Uniform & Career Apparel, LLC
3.163	Restated Certificate of Incorporation of ARAMARK Uniform Manufacturing Company
3.164	By-laws of ARAMARK Uniform Manufacturing Company

II-19

Exhibit No.	Description
3.165	Certificate of Formation of ARAMARK Uniform Services (Matchpoint) LLC
3.166	Operating Agreement of ARAMARK Uniform Services (Matchpoint) LLC
3.167	Certificate of Formation of ARAMARK Uniform Services (Midwest) LLC (Delaware)
3.168	Operating Agreement of ARAMARK Uniform Services (Midwest) LLC (Delaware)
3.169	Certificate of Formation of ARAMARK Uniform Services (Texas) LLC
3.170	Operating Agreement of ARAMARK Uniform Services (Texas) LLC
3.171	Certificate of Formation of ARAMARK Uniform Services (Pittsburgh) LLC
3.172	Operating Agreement of ARAMARK Uniform Services (Pittsburgh) LLC
3.173	Certificate of Formation of ARAMARK Uniform Services (Rochester) LLC
3.174	Limited Liability Company Agreement of ARAMARK Uniform Services (Rochester) LLC
3.175	Certificate of Formation of ARAMARK Uniform Services (Santa Ana) LLC
3.176	Limited Liability Company Agreement of ARAMARK Uniform Services (Santa Ana) LLC
3.177	Certificate of Formation of ARAMARK Uniform Services (Syracuse) LLC
3.178	Limited Liability Company Agreement ARAMARK Uniform Services (Syracuse) LLC
3.179	Certificate of Formation of ARAMARK Uniform Services (West Adams) LLC
3.180	Operating Agreement of ARAMARK Uniform Services (West Adams) LLC
3.181	Certificate of Incorporation of ARAMARK Venue Services, Inc.
3.182	By-laws of ARAMARK Venue Services, Inc.
3.183	Certificate of Incorporation of Delsac VIII, Inc.
3.184	By-laws of Delsac VIII, Inc.
3.185	Certificate of Formation of Fine Host Holdings, LLC
3.186	Limited Liability Company Agreement of Fine Host Holdings, LLC
3.187	Certificate of Formation of Galls, an ARAMARK Company, LLC
3.188	Operating Agreement of Galls, an ARAMARK Company, LLC
3.189	Certificate of Formation of Harrison Conference Associates, LLC
3.190	Limited Liability Company Agreement of Harrison Conference Associates, LLC
3.191	Certificate of Incorporation of Harrison Conference Center of Glen Cove, Inc.
3.192	By-laws of Harrison Conference Center of Glen Cove, Inc.
3.193	Articles of Incorporation of Harrison Conference Center of Lake Bluff, Inc.
3.194	By-laws of Harrison Conference Center of Lake Bluff, Inc.
3.195	Certificate of Organization of Harrison Conference Services of Massachusetts, LLC
3.196	Operating Agreement of Harrison Conference Services of Massachusetts, LLC
3.197	Articles of Organization of Harrison Conference Services of North Carolina, LLC
3.198	Operating Agreement of Harrison Conference Services of North Carolina, LLC
3.199	Certificate of Incorporation of Harrison Conference Services of Princeton, Inc.

II-20

Exhibit No.	Description
3.200	By-laws of Harrison Conference Services of Princeton, Inc.
3.201	Certificate of Organization of Harrison Conference Services of Wellesley, LLC
3.202	Operating Agreement of Harrison Conference Services of Wellesley, LLC
3.203	Certificate of Formation of Harry M. Stevens, LLC
3.204	Operating Agreement of Harry M. Stevens, LLC
3.205	Certificate of Incorporation of Harry M. Stevens, Inc. of New Jersey
3.206	By-laws of Harry M. Stevens, Inc. of New Jersey
3.207	Articles of Incorporation of Harry M. Stevens, Inc. of Penn.
3.208	By-laws of Harry M. Stevens, Inc. of Penn.
3.209	Articles of Organization of Kowalski-Dickow Associates, LLC
3.210	Limited Liability Company Agreement of Kowalski-Dickow Associates, LLC
3.211	Articles of Organization-Conversion of L&N Uniform Supply, LLC
3.212	Operating Agreement of L&N Uniform Supply, LLC
3.213	Articles of Organization-Conversion of Lake Tahoe Cruises, LLC
3.214	Operating Agreement of Lake Tahoe Cruises, LLC
3.215	Certificate of Formation of Landy Textile Rental Services, LLC
3.216	Operating Agreement of Landy Textile Rental Services, LLC
3.217	Articles of Incorporation of MyAssistant, Inc.
3.218	By-laws of MyAssistant, Inc.
3.219	Articles of Incorporation of Overall Laundry Services, Inc.
3.220	By-laws of Overall Laundry Services, Inc.
3.221	Articles of Organization of Paradise Hornblower, LLC
3.222	Amended and Restated Operating Agreement of Paradise Hornblower, LLC
3.223	Restated Articles of Incorporation of Restaura, Inc.
3.224	By-laws of Restaura, Inc.
3.225	Certificate of Formation of SeamlessWeb Professional Solutions, LLC
3.226	Limited Liability Company Agreement of SeamlessWeb Professional Solutions, LLC
3.227	Articles of Incorporation of Shoreline Operating Company, Inc.
3.228	By-laws of Shoreline Operating Company, Inc.
3.229	Certificate of Limited Partnership of Tahoe Rocket LP
3.230	Limited Partnership Agreement of Tahoe Rocket LP
3.231	Certificate of Formation of The Menu Marketing Group, LLC
3.232	Limited Liability Company Agreement of The Menu Marketing Group, LLC
3.233	Articles of Organization of Travel Systems, LLC
3.234	Operating Agreement of Travel Systems, LLC

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Exhibit No.	Description
4.1	Form of Guaranteed Indenture, among ARAMARK Services, Inc., ARAMARK Corporation, as guarantor, and Bank One Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to ARAMARK Corporation’s Registration Statement on Form S-3 filed with the SEC on March 27, 2002, pursuant to the Securities Act (Registration No. 33-85050)).
4.2	Indenture, dated as of January 26, 2007, among the Company, RMK Acquisition Corporation, the Guarantors party thereto and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
4.3	Registration Rights Agreement, dated as of January 26, 2007, among RMK Acquisition Corporation, the Company, the Guarantors party thereto, and JP Morgan Securities, Inc. and Goldman, Sachs & Co., as representatives of the initial purchasers (incorporated by reference to Exhibit 4.2 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
4.4	Supplemental Indenture, dated as of March 30, 2007, to the Indenture dated as of January 26, 2007 among ARAMARK Corporation, the Guarantors listed on the signature page thereto and The Bank of New York, as Trustee (incorporated by reference to Exhibit 99.3 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)).
5.1	Opinion of Simpson Thacher & Bartlett LLP.
10.1	Employment Agreement dated November 2, 2004 between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on November 8, 2004, pursuant to the Exchange Act (file number 001-16807)).
10.2	Amendment, effective as of January 26, 2007, to the Employment Agreement dated November 2, 2004 between ARAMARK Corporation and Joseph Neubauer (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.3	Form of Agreement Relating to Employment and Post-Employment Competition with L. Frederick Sutherland (incorporated by reference to Exhibit 10.3 to ARAMARK Corporation’s Registration Statement on Form S-1 filed with the Commission on December 4, 2001, pursuant to the Securities Act (Registration No. 333-65226)).
10.4	Form of Agreement Relating to Employment and Post-Employment Competition with Bart J. Colli (incorporated by reference to Exhibit 10.13 to ARAMARK Corporation’s Registration Statement on Form S-1 filed with the Commission on December 7, 2001, pursuant to the Securities Act (Registration No. 333-65226)).
10.5	Agreement Relating to Employment and Post Employment Competition with Lynn B. McKee dated May 5, 2004 (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2004, pursuant to the Exchange Act (File No. 001-16807)).
10.6	Agreement Relating to Employment and Post-Employment Competition dated November 10, 2004 between ARAMARK Corporation and Andrew Kerin (incorporated by reference to exhibit 10.2 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on November 15, 2004, pursuant to the Exchange Act (file number 001-16807)).
10.7	Agreement Relating to Employment and Post-Employment Competition dated November 10, 2004 between ARAMARK Corporation and Ravi Saligram (incorporated by reference to exhibit 10.3 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on November 15, 2004, pursuant to the Exchange Act (file number 001-16807)).

II-22

Exhibit No.	Description
10.8	Agreement Relating to Employment and Post-Employment Competition dated November 10, 2004 between ARAMARK Corporation and Thomas Vozzo (incorporated by reference to exhibit 10.4 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on November 15, 2004, pursuant to the Exchange Act (file number 001-16807)).
10.9	Agreement Relating to Employment and Post-Employment Competition dated November 26, 2001 between ARAMARK Corporation and John M. Lafferty (incorporated by reference to exhibit 10.13 to ARAMARK Corporation’s Annual Report on Form 10-K filed with the SEC on December 10, 2004, pursuant to the Exchange Act (file number 001-16807)).
10.10	Agreement Relating to Employment and Post-Employment Competition dated November 12, 2003 between ARAMARK Corporation and Christopher Holland (incorporated by reference to exhibit 10.14 to ARAMARK Corporation’s Annual Report on Form 10-K filed with the SEC on December 10, 2004, pursuant to the Exchange Act (file number 001-16807)).
10.11	Letter Agreement dated June 3, 2006 between ARAMARK Corporation and John R. Donovan, Jr. (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on June 13, 2006, pursuant to the Exchange Act (File No. 001-16807)).
10.12	Credit Agreement, dated as of January 26, 2007, among the financial institutions parties thereto, as the lenders, Citibank, N.A., as Administrative Agent and Collateral Agent, and RMK Acquisition Corporation, ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & Co. KG and ARAMARK GmbH, as borrowers, and the guarantors from time to time party thereto, and Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc., as Joint Lead Arrangers, Joint Bookrunners and Co-Syndication Agents, and Barclays Bank PLC and Wachovia Bank, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.13	U.S. Pledge and Security Agreement, dated as of January 26, 2007, among Aramark Intermediate Holdco Corporation, RMK Acquisition Corporation, the Company, the Subsidiary Parties from time to time party thereto and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.14	Amendment No. 1, dated as of March 28, 2007 to the Credit Agreement, dated as of January 26, 2007, among ARAMARK Corporation (as successor to RMK Acquisition Corporation), ARAMARK Canada Ltd., ARAMARK Investments Limited, ARAMARK Ireland Holdings Limited, ARAMARK Holdings GmbH & CO. KG, ARAMARK GmbH, ARAMARK Intermediate Holdco Corporation, the Subsidiary Guarantors (as defined therein), the Lenders (as defined therein), Citibank, N.A., as administrative agent and collateral agent for the Lenders and the other parties thereto from time to time (incorporated by reference to Exhibit 10.1 to ARAMARK Corporations Current Report on Form 8-K filed with the SEC on April 2, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.15	Assumption Agreement, dated as of March 30, 2007, relating to the Credit Agreement dated as of January 26, 2007 among ARAMARK Corporation, the other Borrowers and Loan Guarantors party thereto, the Lenders party thereto, Citibank, N.A., as administrative agent and collateral agent for the Lenders, and the other parties thereto from time to time (incorporated by reference to Exhibit 99.2 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 5, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.16	Master Distribution Agreement dated as of February 1, 2002, between SYSCO Corporation and ARAMARK Food and Support Services Group, Inc. (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2002, pursuant to the Exchange Act (File No. 001-16807)).

II-23

Exhibit No.	Description
10.17	Amendment to Master Distribution Agreement dated March 20, 2006 (incorporated by reference to exhibit 10.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on April 13, 2006, pursuant to the Exchange Act (file number 001-16807)).
10.18	Stock Purchase Agreement dated March 3, 2003 among Knowledge Schools, Inc., Children’s Discovery Centers of America, Inc. (to be renamed Knowledge Learning Corporation), ARAMARK Corporation, ARAMARK Organizational Services, Inc. and ARAMARK Educational Resources, Inc. (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2003, pursuant to the Exchange Act (File No. 001-16807)).
10.19	First Amendment to Stock Purchase Agreement dated March 14, 2003 among Knowledge Schools, Inc., Children’s Discovery Centers of America, Inc. (to be renamed Knowledge Learning Corporation), ARAMARK Corporation, ARAMARK Organizational Services, Inc. and ARAMARK Educational Resources, Inc. (incorporated by reference to Exhibit 10.2 to ARAMARK Corporation’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2003, pursuant to the Exchange Act (File No. 001-16807)).
10.20	Second Amendment to Stock Purchase Agreement, dated May 9, 2003, among Knowledge Schools, Inc., Knowledge Learning Corporation formerly known as Children’s Discovery Centers of America, Inc., ARAMARK Corporation, ARAMARK Organizational Services, Inc. and ARAMARK Educational Resources, Inc. (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2003, pursuant to the Exchange Act (File No. 001-16807)).
10.21	ARAMARK Holdings Corporation 2007 Management Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.22	Amended and Restated ARAMARK 2001 Stock Unit Retirement Plan (incorporated by reference to Exhibit 10.22 to ARAMARK Corporation’s Annual Report on Form 10-K filed with the SEC on December 19, 2003, pursuant to the Exchange Act (File No. 001-16807)).
10.23	ARAMARK 2001 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Registration Statement on Form S-8 filed with the Commission on May 24, 2002, pursuant to the Securities Act (Registration No. 333-89120)).
10.24	ARAMARK 2005 Stock Unit Retirement Plan (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2005, pursuant to the Exchange Act (file number 001-16807)).
10.25	ARAMARK Savings Incentive Retirement Plan (A Successor Plan to the “ARAMARK 2005 Stock Unit Retirement Plan”) (incorporated by reference to Exhibit 10.1 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 9, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.26	ARAMARK 2005 Deferred Compensation Plan (incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange Act (file number 001-16807)).
10.27	Senior Executive Annual Performance Bonus Arrangement (incorporated by reference to Appendix C to the Company’s Definitive Proxy Statement filed with the SEC on December 23, 2003, pursuant to the Exchange Act (file number 001-16807)).
10.28	Form of Indemnification Agreement and attached schedule (incorporated by reference to exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2005, pursuant to the Exchange Act (file number 001-16807)).

II-24

Exhibit No.	Description
10.29	Form of Non-Qualified Stock Option Agreement with ARAMARK Holdings Corporation (incorporated by reference to Exhibit 10.5 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.30	Form of Restricted Stock Award Agreement with ARAMARK Holdings Corporation (incorporated by reference to Exhibit 10.7 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
10.31	Form of Agreement to Amend Agreement Relating to Employment and Post-Employment Competition (Management Committee) (incorporated by reference to Exhibit 10.6 to ARAMARK Corporation’s Current Report on Form 8-K filed with the SEC on February 1, 2007, pursuant to the Exchange Act (file number 001-16807)).
12	Ratio of Earnings to Fixed Charges.
21	List of subsidiaries of ARAMARK Corporation.
23	Consent of Independent Registered Public Accounting Firm.
24	Power of Attorney (included on the signature page hereto).
25	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Bank of New York with respect to the Indenture
99.1	Form of Letter of Transmittal
99.2	From of Letter to Brokers, Dealers
99.3	Form of Letter to Clients
99.4	Form of Notice of Guaranteed Delivery
Item 22.	Undertakings

The undersigned registrants hereby undertake:

(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 1993;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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.

(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.

II-25

(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 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 offered in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants will, unless in the opinion of it 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.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Corporation 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 June 6, 2007.

ARAMARK CORPORATION
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	Chairman and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	Chairman, Chief Executive Officer (Principal Executive Officer) and Director
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Senior Vice President, Treasurer and Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Addison Concessions, Inc. 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 June 6, 2007.

ADDISON CONCESSIONS, INC.
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, American Snack & Beverage, LLC 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 June 6, 2007.

AMERICAN SNACK & BEVERAGE, LLC
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK American Food Services, LLC 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 June 6, 2007.

ARAMARK AMERICAN FOOD SERVICES, LLC
By:	/s/     ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/     ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Asia Management, LLC 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 June 6, 2007.

ARAMARK ASIA MANAGEMENT, LLC
By:	/S/    RAVI K. SALIGRAM
Name:	Ravi K. Saligram
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    RAVI K. SALIGRAM Ravi K. Saligram	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Japan, Inc., the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Aviation Services Limited Partnership 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 June 6, 2007.

ARAMARK AVIATION SERVICES LIMITED PARTNERSHIP
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	Treasurer, ARAMARK SMMS, LLC, the General Partner

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Director of ARAMARK Corporation, the Sole Member of ARAMARK SMMS, LLC, the General Partner
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the Sole Member of ARAMARK SMMS, LLC, the General Partner

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Business Dining Services of Texas, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, state of Texas, on June 6, 2007.

ARAMARK BUSINESS DINING SERVICES OF TEXAS, LLC
By:	/S/    BETTY MCCANN
Name:	Betty McCann
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the Sole Member, and serving as Principal Executive Officer
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Director of ARAMARK Corporation, the Sole Member, and serving as Principal Financial Officer
/S/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Campus, LLC 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 June 6, 2007.

ARAMARK CAMPUS, LLC
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Capital Asset Services, LLC 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 June 6, 2007.

ARAMARK CAPITAL ASSET SERVICES, LLC
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Executive Officer and Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer ( Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member and serving as Principal Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Cleanroom Services, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK CLEANROOM SERVICES, LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Cleanroom Services (Puerto Rico), Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK CLEANROOM SERVICES (PUERTO RICO), INC.
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Clinical Technology Services, LLC 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 June 6, 2007.

ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC
By:	/s/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ROBERT CARPENTER Robert Carpenter	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Confection, LLC 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 June 6, 2007.

ARAMARK CONFECTION, LLC
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Consumer Discount Company 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 June 6, 2007.

ARAMARK CONSUMER DISCOUNT COMPANY
By:	/s/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	President (Principal Executive Officer and Principal Financial Officer) and Sole Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Correctional Services, LLC 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 June 6, 2007.

ARAMARK CORRECTIONAL SERVICES, LLC
By:	/S/    TIMOTHY CAMPBELL
Name:	Timothy Campbell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    TIMOTHY CAMPBELL Timothy Campbell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK CTS, LLC 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 June 6, 2007.

ARAMARK CTS, LLC
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Distribution Services, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK DISTRIBUTION SERVICES, INC.
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Educational Group, LLC 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 June 6, 2007.

ARAMARK EDUCATIONAL GROUP, LLC
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Educational Services of Texas, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, state of Texas, on June 6, 2007.

ARAMARK EDUCATIONAL SERVICES OF TEXAS, LLC
By:	/S/    BETTY MCCANN
Name:	Betty McCann
Title:	President and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member, and serving as Principal Executive Officer
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Director of ARAMARK Corporation, the indirect controlling Member, and serving as Principal Financial Officer
/S/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Educational Services of Vermont, Inc. 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 June 6, 2007.

ARAMARK EDUCATIONAL SERVICES OF VERMONT, INC.
By:	/S/    CHRISTINE HACKEM
Name:	Christine Hackem
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTINE HACKEM Christine Hackem	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    JEFFREY CAIRNS Jeffrey Cairns	Director
/S/    BRIAN DERMODY Brian Dermody	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Educational Services, LLC 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 June 6, 2007.

ARAMARK EDUCATIONAL SERVICES, LLC
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Engineering Associates, LLC 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 June 6, 2007.

ARAMARK ENGINEERING ASSOCIATES, LLC
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Executive Officer and Principal Financial Officer) and Director of ARAMARK SM Management Services, Inc., the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Entertainment, LLC 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 June 6, 2007.

ARAMARK ENTERTAINMENT, LLC
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Executive Management Services USA, Inc. 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, June 6, 2007.

ARAMARK EXECUTIVE MANAGEMENT SERVICES USA, INC.
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer)
/s/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Facilities Management, LLC 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 June 6, 2007.

ARAMARK FACILITIES MANAGEMENT, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Facility Management Corporation of Iowa 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 June 6, 2007.

ARAMARK FACILITY MANAGEMENT CORPORATION OF IOWA
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Facility Services, LLC 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 June 6, 2007.

ARAMARK FACILITY SERVICES, LLC
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN         Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Business Services, LLC 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 June 6, 2007.

ARAMARK FHC BUSINESS SERVICES, LLC
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN         Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Campus Services, LLC. 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 June 6, 2007.

ARAMARK FHC CAMPUS SERVICES, LLC
By:	/S/    CHRISTINE HACKEM
Name:	Christine Hackem
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTINE HACKEM Christine Hackem	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Correctional Services, LLC 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 June 6, 2007.

ARAMARK FHC CORRECTIONAL SERVICES, LLC
By:	/S/    TIMOTHY CAMPBELL
Name:	Timothy Campbell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    TIMOTHY CAMPBELL Timothy Campbell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Healthcare Support Services, LLC 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 June 6, 2007.

ARAMARK FHC HEALTHCARE SUPPORT SERVICES, LLC
By:	/S/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ROBERT CARPENTER Robert Carpenter	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Kansas, Inc. 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 June 6, 2007.

ARAMARK FHC KANSAS, INC.
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/s/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Refreshment Services, LLC 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 June 6, 2007.

ARAMARK FHC REFRESHMENT SERVICES, LLC
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN         Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC School Support Services, LLC. 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 June 6, 2007.

ARAMARK FHC SCHOOL SUPPORT SERVICES, LLC
By:	/S/    DENNIS MAPLE
Name:	Dennis Maple
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    DENNIS MAPLE         Dennis Maple	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Financial Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Services, LLC 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 June 6, 2007.

ARAMARK FHC SERVICES, LLC
By:	/S/    JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOHN M. LAFFERTY         John M. Lafferty	President and Assistant Treasurer (Principal Executive Officer and Principal Accounting Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC Sports and Entertainment Services, LLC 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 June 6, 2007.

ARAMARK FHC SPORTS AND ENTERTAINMENT SERVICES, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FHC, LLC 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 June 6, 2007.

ARAMARK FHC, LLC
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	President and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	President and Treasurer (Principal Executive Officer and Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Food and Support Services Group, Inc. 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 June 6, 2007.

ARAMARK FOOD AND SUPPORT SERVICES GROUP, INC.
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Food Service, LLC 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 June 6, 2007.

ARAMARK FOOD SERVICE, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Food Service Corporation of Kansas 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 June 6, 2007.

ARAMARK FOOD SERVICE CORPORATION OF KANSAS
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Food Service of Texas, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, state of Texas, on June 6, 2007.

ARAMARK FOOD SERVICE OF TEXAS, LLC
By:	/S/    BETTY MCCANN
Name:	Betty McCann
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member, and serving as Principal Executive Officer
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Director of ARAMARK Corporation, the indirect controlling Member, and serving as Principal Financial Officer
/S/    JOHN M. LAFFERTY         John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK FSM, LLC. 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 June 6, 2007.

ARAMARK FSM, LLC
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN         Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Healthcare Support Services of Texas, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, state of Texas, on June 6, 2007.

ARAMARK HEALTHCARE SUPPORT SERVICES OF TEXAS, INC.
By:	/S/    BETTY MCCANN
Name:	Betty McCann
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Director and serving as Principal Executive Officer and Principal Financial Officer
/S/    JOHN M. LAFFERTY         John M. Lafferty	Serving as Principal Accounting Officer
/S/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, ARAMARK Healthcare Support Services of the Virgin Islands, Inc. 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 June 6, 2007.

ARAMARK HEALTHCARE SUPPORT SERVICES OF THE VIRGIN ISLANDS, INC.
By:	/s/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ROBERT CARPENTER Robert Carpenter	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Healthcare Support Services, LLC 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 June 6, 2007.

ARAMARK HEALTHCARE SUPPORT SERVICES, LLC
By:	/s/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ROBERT CARPENTER         Robert Carpenter	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK/ HMS, LLC 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 June 6, 2007.

ARAMARK/ HMS, LLC
By:	/s/    JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    JOHN M. LAFFERTY         John M. Lafferty	President (Principal Executive Officer and Principal Accounting Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Vice President (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK India Holdings LLC 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 June 6, 2007.

ARAMARK INDIA HOLDINGS LLC
By:	/s/    RAVI K. SALIGRAM
Name:	Ravi K. Saligram
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    RAVI K. SALIGRAM         Ravi K. Saligram	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Industrial Services, LLC 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 June 6, 2007.

ARAMARK INDUSTRIAL SERVICES, LLC
By:	/s/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    IRA R. COHN         Ira R. Cohn	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Japan, Inc. 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 June 6, 2007.

ARAMARK JAPAN, INC.
By:	/s/    RAVI K. SALIGRAM
Name:	Ravi K. Saligram
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    RAVI K. SALIGRAM         Ravi K. Saligram	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Kitty Hawk, Inc. 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 June 6, 2007.

ARAMARK KITTY HAWK, INC.
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Management Services Limited Partnership 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 June 6, 2007.

ARAMARK MANAGEMENT SERVICES LIMITED PARTNERSHIP
By:	/s/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	Treasurer, ARAMARK SMMS LLC, the General Partner

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Director of ARAMARK Corporation, the Sole Member of ARAMARK SMMS LLC, the General Partner
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the Sole Member of ARAMARK SMMS LLC, the General Partner

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Marketing Services Group Inc. 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 June 6, 2007.

ARAMARK MARKETING SERVICES GROUP, INC.
By:	/s/    JOHN OROBONO
Name:	John Orobono
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    JOHN OROBONO         John Orobono	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Organizational Services, Inc. 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 June 6, 2007.

ARAMARK ORGANIZATIONAL SERVICES, INC.
By:	/s/    JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    JOHN M. LAFFERTY         John M. Lafferty	President (Principal Executive Officer and Principal Accounting Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Vice President (Principal Financial Officer)
/s/    KAREN A. WALLACE         Karen A. Wallace	Director
/s/    MICHAEL J. O’HARA         Michael J. O’Hara	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK RAV, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK RAV, LLC
By:	/s/    DAVID SOLOMON
Name:	David Solomon
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    DAVID SOLOMON         David Solomon	President (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK RBI, Inc. 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 June 6, 2007.

ARAMARK RBI, INC.
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ELIZABETH B. CARTMELL         Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Refreshment Services, LLC 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 June 6, 2007.

ARAMARK REFRESHMENT SERVICES, LLC
By:	/s/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    IRA R. COHN         Ira R. Cohn	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Schools, LLC 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 June 6, 2007.

ARAMARK SCHOOLS, LLC
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK SCM, Inc. 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 June 6, 2007.

ARAMARK SCM, INC.
By:	/s/    JOHN OROBONO
Name:	John Orobono
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    JOHN OROBONO         John Orobono	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Senior Living Services, LLC 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 June 6, 2007.

ARAMARK SENIOR LIVING SERVICES, LLC
By:	/s/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ROBERT CARPENTER         Robert Carpenter	President (Principal Executive Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Senior Notes Company 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 June 6, 2007.

ARAMARK SENIOR NOTES COMPANY
By:	/s/    JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    JOHN M. LAFFERTY         John M. Lafferty	President (Principal Executive Officer and Principal Accounting Officer)
/s/    CHRISTOPHER S. HOLLAND         Christopher S. Holland	Vice President (Principal Financial Officer)
/s/    KAREN A. WALLACE         Karen A. Wallace	Director
/s/    MICHAEL J. O’HARA         Michael J. O’Hara	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of HI, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF HI, INC.
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of IL, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF IL, INC.
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of MI, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF MI, INC.
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of NJ, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF NJ, INC.
By:	/s/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    L. FREDERICK SUTHERLAND         L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/s/    JOHN M. LAFFERTY         John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of OH, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF OH, INC.
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of SC, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF SC, INC.
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services Management of WI, Inc. 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 June 6, 2007.

ARAMARK SERVICES MANAGEMENT OF WI, INC.
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer and Principal Financial Officer)
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer) and Sole Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services of Kansas, Inc. 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 June 6, 2007.

ARAMARK SERVICES OF KANSAS, INC.
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Services of Puerto Rico, Inc. 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 June 6, 2007.

ARAMARK SERVICES OF PUERTO RICO, INC.
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK SM Management Services, Inc. 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 June 6, 2007.

ARAMARK SM MANAGEMENT SERVICES, INC.
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK SMMS LLC 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 June 6, 2007.

ARAMARK SMMS LLC
By:	/S/    ANDREW C. KERIN
Name:	Andrew C. Kerin
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ANDREW C. KERIN Andrew C. Kerin	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK SMMS Real Estate LLC 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 June 6, 2007.

ARAMARK SMMS REAL ESTATE LLC
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Sports and Entertainment Group, LLC 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 June 6, 2007.

ARAMARK SPORTS AND ENTERTAINMENT GROUP, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Sports and Entertainment Services of Texas, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, state of Texas, on June 6, 2007.

ARAMARK SPORTS AND ENTERTAINMENT SERVICES OF TEXAS, LLC
By:	/S/    BETTY MCCANN
Name:	Betty McCann
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member, and serving as Principal Executive Officer
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Director of ARAMARK Corporation, the indirect controlling Member and serving as Principal Financial Officer
/S/    JOHN M. LAFFERTY John M. Lafferty	Serving as Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Sports and Entertainment Services, LLC 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 June 6, 2007.

ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Sports Facilities, LLC 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 June 6, 2007.

ARAMARK SPORTS FACILITIES, LLC
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Sports, LLC 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 June 6, 2007.

ARAMARK SPORTS, LLC
By:	/S/    L. FREDERICK SUTHERLAND
Name:	L. Frederick Sutherland
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Summer Games 1996, LLC 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 June 6, 2007.

ARAMARK SUMMER GAMES 1996, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK U.S. Offshore Services, LLC 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 June 6, 2007.

ARAMARK U.S. OFFSHORE SERVICES, LLC
By:	/S/    JOHN M. LAFFERTY
Name:	John M. Lafferty
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOHN M. LAFFERTY John M. Lafferty	President and Assistant Treasurer (Principal Executive Officer and Principal Accounting Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Vice President (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform & Career Apparel Group, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM & CAREER APPAREL GROUP, INC.
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform & Career Apparel, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM & CAREER APPAREL, LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Manufacturing Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM MANUFACTURING COMPANY
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/ THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Matchpoint), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (MATCHPOINT), LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L FREDERICK SUTHERLAND L Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Midwest), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (MIDWEST), LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Texas), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (TEXAS), LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Pittsburgh), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (PITTSBURGH), LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHLAND L. Frederick Suthland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Rochester), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (ROCHESTER), LLC
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Santa Ana), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (SANTA ANA), LLC
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (Syracuse), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (SYRACUSE), LLC
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Uniform Services (West Adams), LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

ARAMARK UNIFORM SERVICES (WEST ADAMS), LLC
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ARAMARK Venue Services, Inc. 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 June 6, 2007.

ARAMARK VENUE SERVICES, INC.
By:	/s/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Delsac VIII, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

DELSAC VIII, INC.
By:	/s/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/s/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Fine Host Holdings, LLC 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 June 6, 2007.

FINE HOST HOLDINGS, LLC
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	President and Treasurer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	President (Principal Executive Officer), Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Galls, an ARAMARK Company LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

GALLS , AN ARAMARK COMPANY LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	Principal Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer and Principal Accounting Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Associates, LLC 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 June 6, 2007.

HARRISON CONFERENCE ASSOCIATES, LLC
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Center of Glen Cove, Inc. 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 June 6, 2007.

HARRISON CONFERENCE CENTER OF GLEN COVE, INC.
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Center of Lake Bluff, Inc. 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 June 6, 2007.

HARRISON CONFERENCE CENTER OF LAKE BLUFF, INC.
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Services of Massachusetts, LLC 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 June 6, 2007.

HARRISON CONFERENCE SERVICES OF MASSACHUSETTS, LLC
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Services of North Carolina, LLC 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 June 6, 2007.

HARRISON CONFERENCE SERVICES OF NORTH CAROLINA, LLC
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Services of Princeton, Inc. 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 June 6, 2007.

HARRISON CONFERENCE SERVICES CENTER OF PRINCETON, INC.
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harrison Conference Services of Wellesley, LLC 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 June 6, 2007.

HARRISON CONFERENCE CENTER OF WELLESLEY, LLC
By:	/S/    JOSEPH NEUBAUER
Name:	Joseph Neubauer
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JOSEPH NEUBAUER Joseph Neubauer	President (Principal Executive Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harry M. Stevens, LLC 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 June 6, 2007.

HARRY M. STEVENS, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harry M. Stevens, Inc. of New Jersey 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 June 6, 2007.

HARRY M. STEVENS, INC. OF NEW JERSEY
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Harry M. Stevens, Inc. of Penn. 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 June 6, 2007.

HARRY M. STEVENS, INC. OF PENN.
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Kowalski-Dickow Associates, LLC 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 June 6, 2007.

KOWALSKI-DICKOW ASSOCIATES, LLC
By:	/S/    ROBERT CARPENTER
Name:	Robert Carpenter
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ROBERT CARPENTER Robert Carpenter	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, L&N Uniform Supply, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

L&N UNIFORM SUPPLY, LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    CHRISTOPHER S. HOLLAND John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Lake Tahoe Cruises, LLC 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 June 6, 2007.

LAKE TAHOE CRUISES, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Landy Textile Rental Services, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

LANDY TEXTILE RENTAL SERVICES, LLC
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Uniform & Career Apparel Group, Inc., the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, MyAssistant, Inc. 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 June 6, 2007.

MYASSISTANT, INC.
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Overall Laundry Services, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burbank, State of California, on June 6, 2007.

OVERALL LAUNDRY SERVICES, INC.
By:	/S/    THOMAS J. VOZZO
Name:	Thomas J. Vozzo
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    THOMAS J. VOZZO Thomas J. Vozzo	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Paradise Hornblower, LLC 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 June 6, 2007.

PARADISE HORNBLOWER, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Restaura, Inc. 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 June 6, 2007.

RESTAURA, INC.
By:	/S/    IRA R. COHN
Name:	Ira R. Cohn
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    IRA R. COHN Ira R. Cohn	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, SeamlessWeb Professional Solutions, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonweath of Pennsylvania, on June 6, 2007.

SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC
By:	/S/    JASON R. FINGER
Name:	Jason R. Finger
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JASON R. FINGER Jason R. Finger	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the Sole Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of the Sole Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Shoreline Operating Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonweath of Pennsylvania, on June 6, 2007.

SHORELINE OPERATING COMPANY, INC.
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer) and Director
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Tahoe Rocket LP 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 June 6, 2007.

TAHOE ROCKET LP
By:	/S/    CHRISTOPHER S. HOLLAND
Name:	Christopher S. Holland
Title:	Treasurer, ARAMARK Sports and Entertainment, LLC, the General Partner

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Director of ARAMARK Corporation, the indirect controlling Member of ARAMARK Sports and Entertainment Services, LLC, the General Partner
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member of ARAMARK Sports and Entertainment Services, LLC, the General Partner

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Menu Marketing Group, LLC 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 June 6, 2007.

THE MENU MARKETING GROUP, LLC
By:	/S/    JASON R. FINGER
Name:	Jason R. Finger
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    JASON R. FINGER Jason R. Finger	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Travel Systems, LLC 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 June 6, 2007.

TRAVEL SYSTEMS, LLC
By:	/S/    ELIZABETH B. CARTMELL
Name:	Elizabeth B. Cartmell
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Christopher S. Holland, Harold Dichter and Robert T. Rambo Jr. each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 6, 2007.

Signature	Capacity
/S/    ELIZABETH B. CARTMELL Elizabeth B. Cartmell	President (Principal Executive Officer)
/S/    CHRISTOPHER S. HOLLAND Christopher S. Holland	Treasurer (Principal Financial Officer) and Director of ARAMARK Corporation, the indirect controlling Member
/S/    JOHN M. LAFFERTY John M. Lafferty	Assistant Treasurer (Principal Accounting Officer)
/S/    L. FREDERICK SUTHERLAND L. Frederick Sutherland	Director of ARAMARK Corporation, the indirect controlling Member

EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

ADDISON CONCESSIONS, INC.

FIRST: The name of the corporation is Addison Concessions, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any

creditor or stockholder hereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs, if a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 11th day of January 2001.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.4

Exhibit 3.4

BY-LAWS

of

ADDISON CONCESSIONS, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar

requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by

the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.5

Exhibit 3.5

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I—Name:

The name of the Limited Liability Company is:

American Snack & Beverage, LLC

(Must end with the words “Limited Liability Company, “Limited Company” or their abbreviation “LLC,” or “L.C.,”)

ARTICLE II—Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
3901 Ravenswood Road	1101 Market Street
Suite 101	Philadelphia, PA 19107
Dania Beach, FL 33312

ARTICLE III—Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

C T Corporation System

Name

1200 South Pine Island Road

Florida street address (P.O. Box NOT acceptable)

Plantation, Florida 33324

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited

liability company at the place designated in this certificate, I hereby accept the appointment as

registered agent and agree to act in this capacity. I further agree to comply with the provisions of all

statutes relating to the proper and complete performance of my duties, and I am familiar with and

accept the obligations of my position as registered agent as provided for in Chapter 608, F.S..

C T Corporation System

/s/ illegible

Registered Agent’s Signature (REQUIRED)

(CONTINUED)

ARTICLE IV-Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
“MGR” = Manager
“MGRM” = Managing Member
MGRM	ARAMARK Refreshment Services, LLC
	1101 Market Street
	Philadelphia, PA 19107

(Use attachment if necessary)

ARTICLE V: Effective date, if other than the date of filing:                                          (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.)

REQUIRED SIGNATURE:

/s/ Gregory C. Ott

Signature of a member or an authorized representative of a member.

(In accordance with section 608,408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true.)

Gregory C. Ott, Assistant Secretary, ARAMARK Refreshment Services, LLC

Typed or printed name of signee Sole Member

Filing Fees:

$125.00   Filing Fee for Articles of Organization and Designation of Registered Agent

$  30.00   Certified Copy (Optional)

$    5.00   Certificate of Status (Optional)

EX-3.6

Exhibit 3.6

LIMITED LIABILITY COMPANY AGREEMENT

OF

AMERICAN SNACK & BEVERAGE, LLC

A Florida Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement as of April 4, 2007 (the “Agreement”) for the purpose of (i) effectuating the conversion (the “Conversion”) of American Snack & Beverage, Inc. a Florida corporation (the “Converted Corporation”), to a Florida limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be American Snack & Beverage, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Florida limited liability company. In accordance with Section 608.407 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Florida (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Florida. As provided in Section 608.407 of the Act, the existence of the Company is deemed to have commenced on February 2, 1989, the date the Converted Corporation was originally organized under the laws of the State of Florida.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Florida Statutes, Section 608.407 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean American Snack & Beverage, LLC, a Florida limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Refreshment Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Florida is CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324. The registered office of the Company in the State of Florida is c/o CT Corporation System, 1200 South Pine Island Road, Plantation, Florida 33324.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Refreshment Services, LLC, a Delaware limited liability company, formerly ARAMARK Refreshment Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Florida and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 608.445 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Refreshment Services, Inc.
Sole Member
By	/s/ ALEXANDER P. MARINO
	Alexander P. Marino Vice President

EX-3.7

Exhibit 3.7

	Prescribed by J. Kenneth Blackwell	Expedite this Form: (select one)
	Ohio Secretary of State	Mail Form to one of the Following:
	Central Ohio: (614) 466-3910	m Yes	PO Box 1390
	Toll Free: 1-877-SOS-FILE (1-877-767-3453)		Columbus, OH 43216
www.state.oh.us/sos		*** Requires an additional fee of $100 ***
e-mail: busserv@sos.state.oh.us		m No	PO BOX 670
			Columbus, OH 43216

ORGANIZATION / REGISTRATION OF

LIMITED LIABILITY COMPANY

(Domestic or Foreign)

Filing Fee $125.00

THE UNDERSIGNED DESIRING TO FILE A:

(CHECK ONLY ONE (1) BOX)

(1)	x	Articles of Organization for	(2)	¨	Application for Registration of
		Domestic Limited Liability Company			Foreign Limited Liability Company
		(115-LCA)			(106-LFA)
		ORC 1705			ORC 1705
					(Date of Formation)	(State)

Complete the general information in this section for the box checked above.
Name	ARAMARK American Food Services, LLC
¨ Check here if additional provisions are attached
* If box (1) is checked, name must include one of the following endings: limited liability company, limited, Ltd, L.t.d., LLC, L.L.C.

Complete the information in this section if box (1) is checked.
Effective Date (Optional)	01/26/2007	Date specified can be no more than 90 days after date of filing. If a date is specified, the date must be a date on or after the date of filing.
	(mm/dd/yyyy)
This limited liability company shall exist for
(Optional)			(Period of existence)
Purpose (Optional)
The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is
(Optional)
	(Name)
	(Street)		NOTE: P.O. Box Addresses are NOT acceptable.
	(City)			(State)	(Zip Code)

Complete the information in this section if box (1) is checked Cont.
ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized member, manager or representative of
	ARAMARK American Food Services, LLC
	(name of limited liability company)

hereby appoint the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is:
	C T Corporation System
	(Name of Agent)
	1300 East 9th Street
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	Cleveland	Ohio	44114
	(City)	(State)	(Zip Code)

Must be authenticated by an authorized representative	/s/ Thomas M. Molchan	1/9/2007
	Authorized Representative	Date
	Authorized Representative	Date

ACCEPTANCE OF APPOINTMENT
The undersigned, named herein as the statutory agent for
	(name of limited liability company)
hereby acknowledges and accepts the appointment of agent for said limited liability Company.
		(Agent’s signature)

PLEASE SIGN PAGE (3) AND SUBMIT COMPLETED DOCUMENT

Complete the information in this section if box (2) is checked.
The address to which interested persons may direct requests for copies of any operating agreement and any bylaws of this limited liability company is
	(Name)
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	(City)	(State)	(Zip Code)
The name under which the foreign limited liability company desires to transact business in Ohio is
The limited liability company hereby appoints the following as its agent upon whom process against the limited liability company may be served in the state of Ohio. The name and complete address of the agent is
	C T Corporation System
	(Name)
	1300 East 9th Street
	(Street)	NOTE: P.O. Box Addresses are NOT acceptable.
	Cleveland	Ohio	44114
	(City)	(State)	(Zip Code)

The limited liability company irrevocably consents to service of process on the agent listed above as long as the authority of the agent continues, and to service of process upon the OHIO SECRETARY OF STATE if:

a. the agent cannot be found, or

b. the limited liability company fails to designate another agent when required to do so, or

c. the limited liability company’s registration to do business in Ohio expires or is cancelled.

REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions)	/s/ Thomas M. Molchan	1/9/2007
	Authorized Representative	Date
	(Print Name)
	Thomas M. Molchan, Assistant Secretary
	Authorized Representative	Date
	(Print Name)

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK AMERICAN FOOD SERVICES, LLC

An Ohio Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of January 26, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK American Food Services, Inc., an Ohio corporation (the “Converted Corporation”), to an Ohio limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK American Food Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of an Ohio limited liability company. The Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Organization of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Ohio (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Ohio. As provided in the Act, the existence of the Company is deemed to have commenced on July 17, 1931, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Revised Code for the State of Ohio et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK American Food Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Food Service Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company and the registered office in the State of Ohio is CT Corporation System, 1300 East Ninth Street, Cleveland, OH 44114 .

7. Members. Upon the effectiveness of the Conversion, ARAMARK Food Service, Corporation, a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Food Service Corporation
Sole Member
By	/s/ CHRISTOPHER S. HOLLAND
	Name: Christopher S. Holland Title: Treasurer

EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

ARAMARK ASIA MANAGEMENT, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Asia Management. LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 23^rd day of August 2004.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:47 FM 08/23/2004
FILED 04:42 PM 08/23/2004
SRV 040615491 - 3845838 FILE

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK ASIA MANAGEMENT, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK Asia Management, LLC, (the “Company”), dated and effective as of August 23, 2004 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Japan, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Asia Management, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Japan, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK JAPAN, INC.

Sole Member

/s/ Michael J. O’Hara

Michael J. O’Hara

Vice President

3

EX-3.11

Exhibit 3.11

ServiceMaster Aviation Services Limited Partnership

Certificate of Limited Partnership

Pursuant to the Delaware Revised Uniform Limited Partnership Act (“Delaware Act”), the undersigned general partner (“General Partner”), by its duly authorized incorporator and attorney-in-fact, executes and files this Certificate of Limited Partnership to form ServiceMaster Aviation Services Limited Partnership (“Partnership”).

1. Name: The name of the limited partnership is: ServiceMaster Aviation Services Limited Partnership.

2. Registered Agent and Office. The name of the Partnership’s registered agent and the address of the Partnership’s registered office in Delaware is:

Agent:	The Corporation Trust Company
Address:	1209 Orange Street Wilmington, DE 19801 New Castle County

3. General Partner. The name and address of the General Partner is:

Name:	ServiceMaster Aviation Management Corporation
Address:	One ServiceMaster Way Downers Grove, IL 60515

4. Purpose. The nature of the business or purposes to be conducted or promoted is to provide integrated management services, especially in connection with customers in the aviation industry, and to engage in any lawful act or activity for which limited partnerships may be organized under the Delaware Act.

The undersigned General Partner, by its duly authorized incorporator and attorney-in fact, for the purpose of forming the Partnership pursuant to the Delaware Act, executes this Certificate of Limited Partnership on the date mentioned below.

Dated: March 10, 1994	ServiceMaster Aviation Management Services, a Delaware corporation and the General Partner
	By:	/s/ Douglas W. Colber
		Douglas W. Colber Incorporator and Attorney-in-Fact

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SERVICEMASTER AVIATION SERVICES LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership of ServiceMaster Aviation Services Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is ServiceMaster Aviation Services Limited Partnership.

SECOND: Article First of the Certificate of Limited Partnership shall be amended as follows:

The name of the limited partnership is

ARAMARK Aviation Services Limited Partnership

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this Seventh day of December, 2001.

ServiceMaster Aviation Management Corporation General Partner
By:	/s/ Michael O’Hara
	Michael O’Hara, Vice President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 12/07/2002
010627173 – 2384991

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ARAMARK AVIATION SERVICES LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership of ARAMARK Aviation Services Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is ARAMARK Aviation Services Limited Partnership.

SECOND: Article Three of the Certificate of Limited Partnership shall be amended as follows:

The name and the business address of the sole general partner is:

ARAMARK SMMS LLC

1101 Market Street

Philadelphia, Pennsylvania 19107

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Limited Partnership on this 1^st day of May 2002.

ARAMARK SMMS LLC, General Partner
By	/s/ Michael O’Hara
	Michael O’Hara, Vice President

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:00 PM 05/10/2002
020301169 – 2384991

EX-3.12

Exhibit 3.12

AGREEMENT OF LIMITED PARTNERSHIP

OF

SERVICEMASTER AVIATION SERVICES LIMITED PARTNERSHIP

March 10, 1994

AGREEMENT OF LIMITED PARTNERSHIP

OF

SERVICEMASTER AVIATION SERVICES LIMITED PARTNERSHIP

This Agreement of Limited Partnership is entered into as of March 10, 1994, by and between ServiceMaster Aviation Management Corporation, a Delaware corporation, as the general partner (“General Partner”), and ServiceMaster Management Services Limited Partnership, a Delaware limited partnership, as the limited partner (“Limited Partner”), of ServiceMaster Aviation Services Limited Partnership (the “Partnership”).

SECTION 1

Organizational Matters

1.1. Formation. The General Partner and the Limited Partner (together, “Partners”) form the Partnership as a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (“Delaware Act”). Except as provided expressly herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Delaware Act. The partnership interest of any Partner shall be personal property for all purposes.

1.2. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, ServiceMaster Aviation Services Limited Partnership. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any affiliate. The words “Limited Partnership” or the abbreviation “L.P.” shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole discretion may change the name of the Partnership at any time and from time to time.

1.3. Registered Office; Principal Office. The address of the registered office of the Partnership in the State of Delaware shall be 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the registered agent for service of process on the Partnership in State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be One ServiceMaster Way, Downers Grove, IL 60515, or such other place as the General Partner may designate to the Partners, from time to time. The Partnership may maintain offices at such other place or places as the General Partner deems advisable.

1.4. Power of Attorney. (a) Each limited partner constitutes and appoints the General Partner with full power of substitution as his or its true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and stead, to execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates and other

2

instruments and all amendments thereof which the General Partner deems reasonable and appropriate or necessary to form, qualify, or continue the qualification of the Partnership as a limited partnership (or as a partnership in which limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property.

1.5. Term. The Partnership shall commence upon the filing of the Certificate of Limited Partnership of the Partnership in accordance with the Delaware Act and shall continue in existence until the close of Partnership business on March 9, 2040, or until the earlier termination of the Partnership in accordance with the provisions of this Agreement.

1.6. Fiscal year. The fiscal year of the Partnership shall be the calendar year (“Fiscal Year”).

SECTION 2

Purpose

2.1. Purpose. The purpose and business of the Partnership shall be to carry any lawful business act or activity for which a partnership may be established pursuant to the Delaware Act, as amended.

SECTION 3

Capital Contributions

3.1. General Partner. The General Partner shall not be required to contribute to the capital of the Partnership except (a) as may be necessary to pay liabilities of the Partnership for which provision cannot otherwise be made through cash flow generated from operations of the Partnership or debt incurred in accordance with this Agreement, or (b) as otherwise expressly required pursuant to the provisions of this Agreement. The General Partner, at all times while serving in such capacity, will retain a percentage interest of one percent (1%) which shall entitle the General Partner to a one percent (1%) participation in the Partnership’s income, gains, losses, deductions and credits, but only for so long as the General Partner continues to serve in such capacity as a General Partner.

3.2. Limited Partner. The Limited Partner shall contribute to the Partnership cash in the amount of $1,000 and in consideration therefor, the Limited Partner shall receive a percentage interest in the partnership of ninety-nine percent (99%), which shall entitle the Limited Partner to a ninety-nine percent (99%) participation in the Partnership’s income, gains, losses, deductions, and credits, but only for so long as the Limited Partner continues to serve in such capacity as a Limited Partner

3.3. Capital Accounts. A separate capital account shall be maintained for each Partner in accordance with federal income tax accounting principles (“Capital Account”), maintained in accordance with Treasury Regulation Section 1.704-1(b).

3.4. Interest. No interest shall be paid by the Partnership on capital contributions or on balances in Partners’ Capital Accounts.

3.5. No Withdrawal. A Partner shall not be entitled to withdraw any part of his or its capital contribution or his or its Capital Account or to receive any distribution from the Partnership, except as provided in this Agreement.

3.6. Loans from Partners. Loans by a Partner to the Partnership shall not be considered capital contributions. If any Partner advances funds to the Partnership in excess of the amounts required hereunder to be contributed by it to the capital of the Partnership, then such advances shall not result in any increase in the amount of the Capital Account of such Partner. The amounts of any such advances shall be a debt of the Partnership to such Partner and shall be payable or collectible only out of the Partnership assets in accordance with the terms and conditions upon which such advances are made. All such advances shall be made on terms at least as favorable as the Partnership could bargain for at arm’s length with unrelated third party lenders.

SECTION 4

Allocations and Distributions

4.1. Determination of Profits and Losses. The profits and losses of the Partnership shall be determined for each Fiscal Year in accordance with the accrual method of accounting, in accordance with generally accepted accounting principles, within ninety (90) days after the end of such Fiscal Year. The terms “Profits” and “Losses” as used herein include each item of Partnership income, gain, loss, deduction and credit, as the case may be.

4.2. Allocation of Operating Profits and Losses. Except as otherwise provided herein, the Profits and Losses of the Partnership shall be allocated with respect to each Fiscal Year in proportion to each Partner’s respective percentage interest in the Partnership.

4.3. Deficit in Capital Account Balances. Upon dissolution and termination of the Partnership, the General Partner shall contribute to the capital of the Partnership an amount equal to the negative balances, if any, in the Partners’ Capital Accounts. Any amount contributed by a General Partner under this Section 4.3 shall be distributed according to the priorities set forth in this Agreement.

SECTION 5

Distributions of Net Cash Flow

5.1. Distribution of Net Cash Flow. The net cash flow of the Partnership shall be distributed to the Partners in proportion to their respective percentage interests.

SECTION 6

Management and Operation of Business

6.1. Management. The General Partner shall conduct, direct, and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be vested exclusively in the General Partner, and no other Partner shall have any right of control or management power over the business and affairs of the Partnership.

6.2. Certificate of Limited Partnership.

6.2.1 Original Filing. The General Partner shall file a Certificate of Limited Partnership of the Partnership with the Secretary of State of the State of Delaware as required by the Delaware Act and shall cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification, and operation of a limited partnership (or a partnership in which a limited partner has limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business.

6.2.2 Amendments. To the extent that the General Partner in its sole discretion determines such action to be reasonable and necessary or appropriate and not in contravention of this Agreement, it shall file amendments to the Certificate of Limited Partnership and do all the things to maintain the Partnership as a limited partnership (or a partnership in which a limited partner has limited liability) under the laws of the State of Delaware or any other state in which the Partnership may elect to do business.

6.2.3 Omissions of Information. Subject to applicable law, the General Partner may omit from the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware and from any other certificates or documents filed in any other state in order to qualify the Partnership to do business therein, and from all amendments thereto, the name and address of the Limited Partner or any other limited partners that may be admitted to the Partnership and information relating to the capital contributions and share of profits and compensation of all limited partners.

6.3. Partnership Funds. The funds of the Partnership shall be deposited in such account or accounts as are designated by the General Partner. All withdrawals from or charges against such accounts shall be made by the General Partner or by its officers or agents. Funds of the Partnership may be invested as determined by the General Partner except in connection with acts otherwise prohibited by this Agreement.

6.4. Liabilities of the General Partner and Affiliates. Neither the General Partner, its affiliates, nor their directors, officers, employees, or agents shall be liable to the Partnership, to the Limited Partner, or to any persons who have acquired an interest in the Partnership, whether as a limited partner or otherwise, for errors in judgment or for any acts or omissions taken in good faith.

6.5. Title to Partnership Assets. Title to Partnership assets, whether real, personal, or mixed, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, or one or more nominees, as the General Partner may determine.

SECTION 7

Rights and Obligations of the Limited Partner

7.1. Limitation of Liability. The Limited Partner shall not have any liability under this Agreement except as provided in this Agreement or in the Delaware Act.

7.2. Management of Business. The Limited Partner shall not take part in the operation, management, or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name, or have the power to sign documents for or otherwise bind the Partnership except for those documents described in Section 1.4.

7.3. Return of Capital. The Limited Partner shall not be entitled to the withdrawal or return of its capital contribution except to the extent, if any, of distributions made pursuant to this Agreement or upon termination of the Partnership, and then only to the extent provided for in this Agreement.

SECTION 8

Books, Records, Accounting and Reports

8.1. Records and Accounting. The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business.

SECTION 9

Tax Matters

9.1. Preparation of Tax Returns. The General Partner shall arrange for the preparation and timely filing of all returns of partnership income, gains, deductions, losses and other items necessary for federal and state income tax purposes and shall furnish to the Partners within ninety (90) days of the close of the taxable year the tax information reasonably required for federal and state income tax reporting purposes.

9.2. Taxation as a Partnership. No election shall be made by the Partnership or any Partner for the Partnership to be excluded from the application of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of the Internal Revenue Code or from any similar provisions of any state tax laws.

SECTION 10

Transfer of Interests

10.1. Transfer.

10.1.1 Definition. The term “transfer”, when used in this Section 10 with respect to an interest in the Partnership (“Partnership Interest”), includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or any other disposition.

10.1.2 Restriction. No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions of this Section 10. Any transfer or purported transfer of any Partnership Interest not made in accordance with this Section 10 shall be null and void.

10.2. Transfer of Interest of General Partner. The General Partner may not transfer all or any part of its Partnership Interest unless it first obtains unanimous prior written consent of all Partners.

10.3. Transfer of Interest of Limited Partner. The Limited Partner may not transfer all or any part of its Partnership Interest unless it first obtains unanimous prior written consent of the General Partner.

SECTION 11

Admission of Substituted Partners

11.1. Admission of Successor Limited Partner. The successor or successors of part or all of the Partnership Interest of the Limited Partner shall be admitted to the Partnership as a limited partner upon furnishing to the General Partner (a) acceptance in form satisfactory to the General Partner of all the terms and conditions of this Agreement and (b) such other documents or instruments as the General Partner may require in order to effect their admission as limited partners.

11.2. Amendment of Agreement and of Certificate of Limited Partnership. For the admission to the Partnership of any successor Partner, the General Partner shall take all steps necessary and appropriate to amend as soon as practical this Agreement and, if required by law, the Certificate of Limited Partnership. The General Partner may for this purpose exercise the power of attorney granted pursuant to Section 1.4.

SECTION 12

Dissolution and Liquidation

12.1. Dissolution. The Partnership shall not be dissolved by the admission of additional or substituted Partners in accordance with the terms of this Agreement. The Partnership shall dissolve, and its affairs shall be wound up, upon an election to dissolve the Partnership given to the General Partner by the consent of all Partners.

SECTION 13

Amendment of Partnership Agreement

13.1. Amendments to be Adopted Solely by General Partner. The General Partner (pursuant to its power of attorney in Section 1.4 from the other Partners), without the consent of the Limited Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file, and record documents, whenever documents may be required in connection therewith, solely to reflect:

(a) a change in the name of the Partnership or the location of the principal place of business of the Partnership

(b) a change that the General Partner in its sole discretion has determined to be reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which any limited partner has limited liability under the laws of any state or that is necessary or advisable, in the opinion of the General Partner, to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes; or

(c) a change that (i) in the good faith discretion of the General Partner does not adversely affect the other Partners in any material respect or (ii) is necessary or desirable to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute.

SECTION 14

General Provisions

14.1. Addresses and Notices. The address of each Partner for all purposes shall be the address set forth on the signature page of this Agreement or such other address of which each other Partner has received written notice. All notices, requires, consents, and other communications required or permitted under this Agreement shall be in writing (including facsimile and telegraphic communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, telecommunicated, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt required. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date telecommunicated if by telegraph, (c) on the date of transmission with confirmed answer back if by facsimile, and (d) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

14.2. Captions. All Section captions of this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Sections” are to Sections of this Agreement.

14.3. Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa.

14.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.

14.5. Integration. This Agreement constitutes the entire Agreement among the Partners pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

14.6. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership.

14.7. Waiver. No failure by any Partner to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement, or condition.

14.8. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one Agreement binding on all Partners, notwithstanding that all Partners are not signatories to the original or the same counterpart. Each Partner shall become bound by this Agreement immediately upon affixing his or its signature hereto independently of the signature of any other Partner.

14.9. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

14.10. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected.

14.11. Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing Partner shall be entitled to recover reasonable attorney fees, court costs, and all expenses, even if not taxable as court costs (including, without limitation, all such fees, costs, and expenses incident to appeals) incurred in that action or proceeding in addition to any other relief to which such Partner or Partners may be entitled.

[Signature page follows]

2

IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first written above.

General Partner:			Limited Partner:
ServiceMaster Aviation Management Corporation, a Delaware corporation			ServiceMaster Management Services Limited Partnership, a Delaware limited partnership
By:	/s/ Eugene D. Malloy	By:	ServiceMaster Management Services, Inc., a
	Eugene D. Malloy		Delaware corporation and its general partner
	President
		By:	/s/ Andres D. Bratzel
			Andres D. Bratzel
			Vice President and Legal Counsel

ADDRESSES:

ServiceMaster Aviation Management Corporation

One ServiceMaster Way

Downers Grove, IL 60515

ServiceMaster Management Services Limited Partnership

One ServiceMaster Way

Downers Grove, IL 60515

a Delaware corporation

3

Amendment No. 1

to

Agreement of Limited Partnership

of ARAMARK Aviation` Services Limited Partnership

dated March 10, 1994

THIS AMENDMENT is made as of May 10, 2002 by and among ARAMARK SM Aviation Services Limited Partnership, a Delaware limited partnership (the “LP”), ARAMARK Aviation Management Corporation, a Delaware corporation (“ARAMARK Aviation”), ARAMARK SMMS LLC, a Delaware limited liability company (“SMMS”) and ARAMARK Services, Inc., a Delaware corporation (“Services”)

Recitals

A. The current partners of the LP are as follows:

Company	State of Organization	Partner Type.
ARAMARK Aviation Management Corporation	Delaware	General Partner —   1%
ARAMARK SMMS LLC	Delaware	Limited Partner — 99%

B. Pursuant to that certain Agreement of Limited Partnership of ARAMARK Aviation Services Limited Partnership dated March 10, 1994 (“LP Agreement”):

(i) ARAMARK Aviation desires to assign a 1% general partner interest in the LP to SMMS.

(ii) ARAMARK SMMS desires to assign a 99% limited partner interest in the LP to Services.

C. As a result of the transaction contemplated by this Amendment, the partners of the LP will be as follows:

Company	State of Organization	Partner Type.
ARAMARK SMMS LLC	Delaware	General Partner —   1%
ARAMARK Services, Inc.	Delaware	Limited Partner — 99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

A. Assignment of Limited Partnership Interest:

(i) ARAMARK Aviation assigns a 1% general partnership interest in the LP to SMMS.

4

(ii) SMMS assigns a 99% limited partnership interest in the LP to Services.

B. Partners after Assignment. As a result of the transactions contemplated by this Amendment, SMMS is a 1% general partner of the LP and Services is a 99% limited partner of the LP.

C. No Other Changes. The parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ARAMARK Aviation Services Limited Partnership
By:	ARAMARK Aviation Management Corporation, General Partner
ARAMARK Services, Inc.
ARAMARK SMMS LLC.
ARAMARK Aviation Management Corporation
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

5

Assignment of Partnership Interest No. 1B

THIS ASSIGNMENT INSTRUMENT is made as of May10 , 2002 by ARAMARK SMMS LLC, a Delaware company (“SMMS”), in favor of ARAMARK Services, Inc., Delaware corporation (“Services”).

Recitals

A. SMMS owns a ninety-nine percent (99%) limited partner interest (“LP Interest”) in ARAMARK Aviation Services Limited Partnership, a Delaware limited partnership (the “LP”).

B. SMMS considers it in the best interest of the LP to assign and transfer its LP Membership Interest in the LP to Services.

Assignment

SMMS assigns and transfers its LP Interest to Services effective on the date set forth above. SMMS represents and warrants to Services that SMMS will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, SMMS has executed this Assignment Instrument as of the date set forth above.

ARAMARK SMMS LLC
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Attest:

/s/ William G. Kiesling

William G. Kiesling

Assistant Secretary

6

Assignment of Partnership Interest No. IA

THIS ASSIGNMENT INSTRUMENT is made as of May 10, 2002 by ARAMARK Aviation Management Corporation, a Delaware corporation (“ARAMARK Aviation”), in favor of ARAMARK SMMS LLC, a Delaware corporation (“SMMS”).

Recitals

A. ARAMARK Aviation owns a one percent (1%) general partner interest (“GP Interest”) in ARAMARK Aviation Services Limited Partnership, a Delaware limited partnership (the “LP”).

B. ARAMARK Aviation considers it in the best interest of the LP to assign and transfer its GP Membership Interest in the LP to SMMS.

Assignment

ARAMARK Aviation assigns and transfers its GP Interest to SMMS effective on the date set forth above. ARAMARK Aviation represents and warrants to SMMS that ARAMARK Aviation will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, ARAMARK Aviation has executed this Assignment Instrument as of the date set forth above.

ARAMARK Aviation Management Corporation
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Attest:

/s/ William G. Kiesling

William G. Kiesling

Assistant Secretary

7

EX-3.13

Exhibit 3.13

Form 205 (Revised 01/06)   Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 Certificate of Formation Limited Liability Company This space reserved for office use.

Article 1—Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

ARAMARK Business Dining Services of Texas, LLC

  The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2—Registered Agent and Registered Office

(Select and complete either A or B and complete C)

x A. The initial registered agent is an organization (cannot be entity named above) by the name of:

C T Corporation System

OR

¨ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street	Dallas	TX	75201
Street Address	City	State	Zip Code

Article 3—Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

¨ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	ARAMARK SERVICES, INC.
	Organization Name
ADDRESS OF GOVERNING PERSON

1101 Market Street	Philadelphia	PA		19107
Street or Mailing Address	City	State	Country Code	Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON

Street or Mailing Address City                 State         Country Code Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON

Street or Mailing Address City                 State         Country Code Zip Code

Article 4—Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Information regarding the converting entity, which is being created pursuant

to the Plan of Conversion:

Name: ARAMARK Business Dining Services of Texas, Inc.

Address: 350 N. Paul Street; Dallas, Texas 75201

Prior form of Organization: Corporation

Date of Organization: September 7, 1989

Jurisdiction of Organization: Texas

Organizer

The name and address of the organizer:

Nora Betty McCann
Name
2005 Lake Robbins Drive	The Woodlands	TX	77380
Street or Mailing Address	City	State	Zip Code

Effectiveness of Filing (Select either A, B, or C)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                     

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                     

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 3/15/07

/s/ Nora Betty McCann

Signature of organizer

Nora Betty McCann

EX-3.14

Exhibit 3.14

COMPANY AGREEMENT

OF

ARAMARK BUSINESS DINING SERVICES OF TEXAS, LLC

A Texas Limited Liability Company

THE UNDERSIGNED is executing this Company Agreement (this “Agreement”) as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Business Dining Services of Texas, Inc., a Texas corporation (the “Converted Corporation”), to a Texas limited liability company (the “Company”), and (ii) adopting a company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Business Dining Services of Texas, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Texas limited liability company. In accordance with Sections 10.154 and 10.155 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Texas (any such person being authorized to take such action) and filed with the Secretary of State of the State of Texas.

2. Definitions. Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Texas Limited Liability Company Law, TEX. BUS. ORGS. CODE ANN. §§ 1.001 et seq., as amended from time to time, to the extent applicable to limited liability companies.

Agreement. “Agreement” shall mean this Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK Business Dining Services of Texas, LLC, a Texas limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Corporation, formerly ARAMARK Services, Inc., and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Texas is C T Corporation System. The registered office of the Company in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly known as ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Agent. Any officer of the Company is designated as an agent to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Texas and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of by a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation
Sole Member
By:	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

EX-3.15

Exhibit 3.15

CERTIFICATE OF FORMATION

OF

ARAMARK CAMPUS, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CAMPUS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ THOMAS M. MOLCHAN
	Thomas M. Molchan Organizer

EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CAMPUS, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Campus, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Campus, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Campus, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Educational Services, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Educational Services, LLC, a Delaware limited liability company, formerly, ARAMARK Educational Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK EDUCATIONAL SERVICES, LLC
Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

EX-3.17

Exhibit 3.17

State of Wisconsin
Department of Financial Institutions
Division of Corporate and Consumer Services

ARTICLES OF ORGANIZATION - LIMITED LIABILITY COMPANY

Executed by the undersigned for the purpose of forming a Wisconsin limited liability company under Ch. 183 of the Wisconsin Statutes:

Article 1.	Name of the limited liability company:              ARAMARK Capital Asset Services, LLC
Article 2.	The limited liability company is organized under Ch. 183 of the Wisconsin Statutes.
Article 3.	Name of the initial registered agent:                  CT Corporation System

Article 4. Street address of the initial registered office: (The complete address, including street and number, if assigned, and ZIP code. P O Box address may be included as part of the address, but is insufficient alone.) 8025 Excelsior Drive, Suite 200, Madison, WI 53717

Article 5.	Management of the limited liability company shall be vested in: (Select and check (X) the one appropriate choice below)
¨	a manager or managers
OR
x	its members
Article 6.	Name and complete address of each organizer:

Richard Negrin

1101 Market Street

Philadelphia, PA 19107

	/s/ Richard Negrin
Organizer’s signature	Richard Negrin
	Organizer’s signature

This document was drafted by	Lilly Dorsa
	(Name the individual who drafted the document)
Ø    OPTIONAL - Second choice company name if first choice is not available:
FILING FEE - $170.00 See instructions, suggestions, and procedures on following pages. (Note: Electronic edition of this form is “Quickstart LLC,” available at www.wdfi.org at a lower fee.) DFI/CORP/502(R04/22/03) Use of this form is voluntary.

EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CAPITAL ASSET SERVICES, LLC

A Wisconsin Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 3, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Capital Asset Services, Inc. a Wisconsin corporation (the “Converted Corporation”), to a Wisconsin limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Capital Asset Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Wisconsin limited liability company. In accordance with Chapter 183 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Wisconsin (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Wisconsin. As provided in Chapter 183 of the Act, the existence of the Company is deemed to have commenced on April 23, 1980, the date the Converted Corporation was originally organized under the laws of the State of Wisconsin.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Wisconsin Statutes, Chapter 183 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Capital Asset Services, LLC, a Wisconsin limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Wisconsin is CT Corporation System, 8025 Excelsior Drive, Suite 200, Madison, Wisconsin 57317. The registered office of the Company in the State of Wisconsin is c/o CT Corporation System, 8025 Excelsior Drive, Suite 200, Madison, Wisconsin 57317.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly, ARAMARK Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Wisconsin and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Chapter 183 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation
Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

ARAMARK CLEANROOM SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CLEANROOM SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ MEGAN C. TIMMINS
	Megan C. Timmins
	Organizer

EX-3.20

Exhibit 3.20

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CLEANROOM SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Cleanroom Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Cleanroom Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on April 19, 1978, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Cleanroom Services, LLC a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

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4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Uniform & Career Apparel, LLC, a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

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(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, LLC
Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

ARAMARK CLEANROOM SERVICES (PUERTO RICO), INC.

FIRST: The name of the corporation is ARAMARK Cleanroom Services (Puerto Rico), Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said

reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 1st day of April, 2005.

/s/ LILLY DORSA

Lilly Dorsa

Incorporator

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EX-3.22

Exhibit 3.22

BY-LAWS

of

ARAMARK CLEANROOM SERVICES (PUERTO RICO), INC.

Incorporated under the laws of Delaware

* * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of

Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ RICHARD NEGRIN
	Richard Negrin
	Organizer

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CLINICAL TECHNOLOGY SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Clinical Technology Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Clinical Technology Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on December 5, 1995, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Clinical Technology Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK CTS, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

1

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK CTS, LLC, a Delaware limited liability company, and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK CTS, LLC
Sole Member
By	/s/ ALEXANDER P. MARINO
	Alexander P. Marino
	Vice President

4

EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

ARAMARK CONFECTION, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CONFECTION, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ THOMAS M. MOLCHAN
	Thomas M. Molchan
	Organizer

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CONFECTION, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 11, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Confection Corporation, a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Confection, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Confection, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Food Service, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

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4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Food Service LLC, a Delaware limited liability company, formerly ARAMARK Food Service, LLC, a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

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(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Food Service, LLC
Sole Member
By	/s/ CHRISTOPHER S. HOLLAND
	Christopher S. Holland
	Treasurer

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EX-3.27

Exhibit 3.27

Microfilm Number		Filed with the Department of State on	Sep 28, 1992
Entity Number	2118774	/s/ illegible
		Secretary of the Commonwealth

ARTICLES OF INCORPORATION-FOR PROFIT

DOCS: 15-1306/2102/2303/2702/2903/7102A (Rev 90)

Indicate type of domestic corporation (check one):
x	Business-stock (15 Pa.C.S. § 1308)	¨	Management (15 Pa.C.S. § 2702)
¨	Business-nonstock (15 Pa.C.S. § 3102)	¨	Professional (15 Pa.C.S. § 2903)
¨	Business-statutory close (15 Pa.C.S. § 2303)	¨	Cooperative (15 Pa.C.S. § 7102A)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby state(s) that:

1. The name of the corporation is ARA Consumer Discount Company

2. The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)
	Number and Street	City	State	Zip	County

(b)	c/o:	C T CORPORATION SYSTEM	Philadelphia
	Name of Commercial Registered Office Provider		County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized 1,000 Shares Common @ $1.00 each (other provisions, if any, attach 8  ¹/2 or 11 sheet:)

5. The name and address, including street and number, if any, of each incorporator is:

Name	Address
Janice C. Naulty	1635 Market Street, Phila., PA 19103
Ann J. Williams	1635 Market Street, Phila., PA 19103

6.      The specified effective date, if any, is
	month	day	year	hour, if any

7. Any additional provisions of the articles, if any, attach an 8  ¹/2 x 11 sheet.

8. Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of the shares of any class that would correlate a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C.              seq.).

9. Cooperative corporations only: (Complete and strike out inapplicable term). The common bond of membership among its members/shareholders is:                                                                                                                                

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 28^th day of September, 1992.

/s/ illegible	/s/ illegible
(Signature)	(Signature)

Microfilm Number		Filed with the Department of State on	Oct 7, 1994
Entity Number	2118774	/s/ illegible
		Secretary of the Commonwealth

ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

DSCB: 15-1915 (Rev 90)

In compliance with the requirements of 15 Pa.C.S. § 1915 (relating to articles of amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that:

1. The name of the corporation is ARA CONSUMER DISCOUNT COMPANY                                                             

2. The (a) address of this corporation’s current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department):

(a)
	Number and Street	City	State	Zip	County

(b)	c/o:	C T CORPORATION SYSTEM	Philadelphia
	Name of Commercial Registered Office Provider		County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The statute by or under which it was incorporated is: Pennsylvania Business Corporation Law                        

4. The date of its incorporation is: September 28, 1992                                                                                              

5. (Check, and if appropriate complete, one of the following):

¨	The amendment shall be effective upon filing these Articles of Amendment in the Department of State.
x	The amendment shall be effective on	October 10, 1994	at	12:01 a.m.
		Date		Hour

6. (Check one of the following):

¨ The amendment was adopted by the shareholders (or members) pursuant to 15 Pa. C.S. § 1914(a) and (b).

x The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c).

7. (Check, and if appropriate complete, one of the following):

x The amendment adopted by the corporation, set forth in full, is as follows:

RESOLVED, that the Articles of Incorporation be amended by changing the First Article thereof, so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Consumer Discount Company

¨ The amendment adopted by the corporation as set forth in full in Exhibit A attached hereto and make a part hereof.

¨ The restated Articles of Incorporation supersede the original Articles and all amendments thereto.

IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 30^th day of September, 1994.

ARA CONSUMER DISCOUNT COMPANY
(Name of Corporation)
BY:	/s/ illegible
	(Signature)
TITLE:	Secretary

EX-3.28

Exhibit 3.28

BY-LAWS

of

ARA CONSUMER DISCOUNT COMPANY*

Incorporated under the laws of Pennsylvania

* * * * * * *

Section 1. Offices: In addition to its principal or registered office in this Commonwealth, the corporation may have offices at such other places within or without this Commonwealth as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

* Name changed to ARAMARK Consumer Discount Company as of 10/10/94

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall. also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

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Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

OF

ARAMARK CORRECTIONAL SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CORRECTIONAL SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26^th day of March, 2007.

By:	/s/ JACKLYN MEREDITH-BATCHELOR
	Organizer

EX-3.30

Exhibit 3.30

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK CORRECTIONAL SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Correctional Services, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Correctional Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on September 19, 1994, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Correctional Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

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3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

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11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation
Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara
	Vice President

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EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

OF

ARAMARK CTS, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK CTS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ARAMARK CTS, LLC this 7^th day of October, 2002.

ARAMARK CTS, LLC
By	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

ARAMARK CTS, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK CTS, LLC (the “Company”), dated and effective as of October , 2002 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc. (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK CTS, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

4.2. Additional Contributions. No Member is required to make any additional capital contributions to the Company.

4.3 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. It is intended that the Company will be “disregarded as an entity separate from its owner” within the meaning of Section 3301.7701-3 of the Treasury Regulations. Neither the Company nor its Member may take any action inconsistent with such characterization.

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ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the Act. The Member may appoint a manager or managers who may exercise any or all of such powers with such manager or managers to hold such titles or offices as designated by the Member.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

5.5 Assignments. The Member may assign in whole, but not in part, its limited liability company interest in the Company.

5.6 Issuance of Additional Company Interests. The issuance of any new limited liability company interests in the Company is prohibited.

5.7 Indemnification.

a. Definitions. For the purposes of this section, the following terms shall have the following meanings:

(1) “Indemnified Capacity” means any and all past, present and future service by an indemnified representative in one or more capacities as a Member, manager, officer, employee or agent of the Company, or, at the request of the Company, as a member, manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise.

(2) “Indemnified Representative” means any and all Members, managers and officers of the Company and any other person designated as an indemnified representative by the Members or managers of the Company (which may, but need not, include any person serving at the request of the Company, as a member,

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manager, officer, employee, agent, fiduciary or trustee of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise).

(3) “Liability” means any damage, judgment, amount paid in settlement, fine, penalty, punitive damages, excise tax assessed with respect to an employee benefit plan, or cost or expense of any nature (including, without limitation, attorneys’ fees and disbursements).

(4) “Proceeding” means any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigation, whether formal or informal, and whether brought by or in the right of the Company, a class of its Members or security holders or otherwise.

b. Indemnification by the Company

(1) The Company shall indemnify an Indemnified Representative against any Liability incurred in connection with any Proceeding in which the Indemnified Representative may be involved as a party or otherwise by reason of the fact that such person is or was serving in an Indemnified Capacity including, without limitation, liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement or misleading statement, negligence, gross negligence or act giving rise to strict or products liability, except:

(i) where such indemnification is expressly prohibited by applicable law;

(ii) where the conduct of the Indemnified Representative has been finally determined:

A) to constitute willful misconduct or recklessness sufficient in the circumstances to bar indemnification against liabilities arising from the conduct; or

B) to be based upon or attributable to the receipt by the Indemnified Representative from the Company of a personal benefit to which the Indemnified Representative is not legally entitled; or

(iii) to the extent such indemnification has been finally determined in a final adjudication to be otherwise unlawful.

(2) If an Indemnified Representative is entitled to indemnification in respect of a portion, but not all, of any Liabilities to which such person may be subject, the Company shall indemnify such Indemnified Representative to the maximum extent for such portion of the Liabilities.

4

(3) The termination of a Proceeding by settlement shall not create a presumption that the Indemnified Representative is not entitled to indemnification.

(4) To the extent that an Indemnified Representative of the Company has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by such person in connection therewith.

c. Proceedings Initiated by Indemnified Representatives. Notwithstanding any other provision of this Section, the Company shall not indemnify under this Section an Indemnified Representative for any liability incurred in a Proceeding initiated (which shall not be deemed to include counterclaims or affirmative defenses) or participated in as an intervener or amicus curiae by the person seeking indemnification unless such initiation of or participation in the Proceeding is authorized, either before or after its commencement, by the Member or managers in office. This paragraph does not apply to reimbursement of expenses incurred in successfully prosecuting or defending the rights of an Indemnified Representative granted by or pursuant to this Section.

d. Advancing Expenses. The Company shall pay the expenses (including attorneys’ fees and disbursements) incurred in good faith by an Indemnified Representative in advance of the final disposition of a Proceeding described in Section 13(b) or the initiation of or participation in which is authorized pursuant to Section 13(c) upon receipt of an undertaking by or on behalf of the Indemnified Representative to repay the amount if it is ultimately determined that such person is not entitled to be indemnified by the Company pursuant to this Section. The financial ability of an Indemnified Representative to repay an advance shall not be a prerequisite to the making of such advance.

e. Securing of Indemnification Obligations. To further effect, satisfy or secure the indemnification obligations provided in this Section or otherwise, the Company may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Company, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions as the Member or Managers shall deem appropriate. Absent fraud, the determination of the Member or managers with respect to such amounts, costs, terms and conditions shall be conclusive against the Member and all security holders, officers and managers and shall not be subject to voidability.

f. Payment of Indemnification. An Indemnified Representative shall be entitled to indemnification within 30 days after a written request for indemnification has been delivered to the secretary of the Company. The indemnification pursuant to

5

this Section shall be made only from the assets of the Company and no Member shall be personally liable therefore.

g. Contribution. If the indemnification provided for in this Section or otherwise is unavailable for any reason in respect of any Liability or portion thereof, the Company shall contribute to the Liabilities to which the Indemnified Representative may be subject in such proportion as is appropriate to reflect the intent of this Section or otherwise.

h. Contract Rights; Amendment or Repeal. All rights under this Section shall be deemed a contract between the Company and the Indemnified Representative pursuant to which the Company and each Indemnified Representative intend to be legally bound. Any repeal, amendment or modification hereof shall be prospective only and shall not affect any rights or obligations then existing.

i. Scope of this Section. The rights granted by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification, contribution or advancement of expenses may be entitled under any statute, agreement, vote of disinterested Managers or otherwise, both as to action in an Indemnified Capacity and as to action in any other capacity. The indemnification, contribution and advancement of expenses provided by or granted pursuant to this Section shall continue as to a person who has ceased to be an Indemnified Representative in respect of matters arising prior to such time, and such inure to the benefit of the heirs, executors, administrators and personal representatives of such a person

j. Reliance on Provisions. Each person who shall act as an Indemnified Representative of the Company shall be deemed to be doing so in reliance upon the rights of indemnification, contribution and advancement of expenses provided by this Section.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

6

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

SOLE MEMBER:
ARAMARK SERVICES, INC.
By:	/s/ Michael O’Hara
	Michael O’Hara
	Vice President

7

EX-3.33

Exhibit 3.33

FORM BCA 10.30 (rev. Dec. 2003)

ARTICLES OF AMENDMENT

Business Corporation Act

Jesse White, Secretary of Stat Department of Business Services Springfield, IL 62756 Telephone (217) 782-1832 http://www.cyberdriveillinois.com
	Doc#: 0409131004
	Eugene “Gene” Moore Fee: $30.00
	Cook County Recorder of Deeds
	Date: 03/31/2004 11:51 AM Pg: 1 of 4

Remit payment in the form of a

check or money order payable

to the Secretary of State.

File # 1271-586-2 Filing Fee: $50.00 Approved: KK

Submit in duplicate Type or Print clearly in black ink Do not write above this line

1. CORPORATE NAME: Linen Supply Services, Inc.

(Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on March 23, 2004,

	(Month & Day)
in the manner indicated below. (“X” one box only)

(Year)

¨ By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

¨ By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

¨ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

¨ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

x By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders, A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:

ARAMARK Distribution Services. Inc.

(NEW NAME)

All changes other than name, include on page 2

(over)

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

Page 2

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

NO CHANGE

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

NO CHANGE

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”) (Note 6)

NO CHANGE

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused these articles to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.

Dated	March 24, 2004	,		Linen Supply Services, Inc.
	(Month & Day)		(Year)	(Exact Name of Corporation at date of execution)
	/s/ Alexander P. Marino
	(Any Authorized Officer’s Signature)
	Alexander P. Marino, Vice President
	(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated		,
	(Month & Day)		(Year)

Page 3

NOTES and INSTRUCTIONS

NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have
	been named or elected.		(§ 10.10)
NOTE 3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:
	(a)	to remove the names and addresses of directors named in the articles of incorporation;
	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
	(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
	(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
	(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
	(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05
	(g)	to restate the articles of incorporation as currently amended.	(§ 10.15)
NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of atleast 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).
	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when
	class voting applies.		(§ 10.20)
NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be
	promptly notified of the passage of the amendment.		(§§ 7.10 & 10.20)
NOTE 6:	In the event of an increase in paid-in capital, the corporation must pay all applicable franchise taxes, penalties and interest before this document can be accepted for filing.

Page 4

BCA 5.10/5.20 (Rev. Jul. 1984)		File # D-1271-586
Submit in Duplicate	JIM EDGAR Secretary of State State of Illinois	This Space For Use By Secretary of State
Remit payment in Check or Money Order, payable to “Secretary of State”.		Date
DO NOT SEND CASH!	STATEMENT OF CHANGE OF REGISTERED AGENT AND/OR REGISTERED OFFICE	Filing Fee        $5.00 Clerk

Pursuant to the provisions of “The Business Corporation Act of 1983”, the undersigned corporation hereby submits the following statement.

1.	The name of the corporation is LINEN SUPPLY SERVICES INC.
2.	The State or Country of incorporation is Illinois
3.	The name and address of its registered agent and its registered office as they appear on the records of the office of the Secretary of State (Before Change) are:

Registered Agent	A.	F.	Lenway
	First Name	Middle Name	Last Name
Registered Office	1834 Walden Office Square - Suite 450
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	Schaumburg, Illinois	60172	Cook
	City	Zip Code	County

4. The name and address of its registered agent and its registered office shall be (After All Changes Herein Reported):

Registered Agent	C T CORPORATION SYSTEM
	First Name	Middle Name	Last Name
Registered Office	c/o C T CORPORATION SYSTEMS, 208 S. La Salle Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	Chicago	60604	Cook
	City	Zip Code	County

5.	The address of the registered office and the address of the business office of the registered agent as changed, will be identical.
6.	The above change was authorized by: (“X” one box only)

a.    x    By resolution duly adopted by the board of directors.	(Note 5)
b.    ¨    By action of the registered agent.	(Note 6)

(If authorized by the board of directors, sign here. See Note 5)

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirm, under penalties of perjury, that the facts stated herein are true.

Dated: May 22, 1985		LINEN SUPPLY SERVICES INC.
		(Exact Name of Corporation)
attested by	/s/ Priscilla M. Bodnar	by	/s/ David D. Dayton
	(Signature of Secretary or Assistant Secretary)		(Signature of President or vice president)
	Priscilla M. Bodnar, Asst. Sect’y		David D. Dayton, Vice President
	(Type of Print Name and Title)		(Type of Print Name and Title)

(If change of registered office by registered agent, sign here, See Note 6)

The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

Dated             , 19
	(Signature of Registered Agent of Record)

NOTES

1. The registered office may, but need not be the same as the principal office of the corporation. However, the registered office and the office address of the registered agent must be the same.

2. The registered office must include a street or road address, a post office box number alone is not acceptable.

3. A corporation cannot act as its own registered agent.

4. If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by the President (or vice-president) and by the Secretary (or an assistant secretary).

6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

	Date	3-23-76
Form BCA (12 or 110)	Filing Fee $	[Illegible]
	Clerk	[Illegible]

CERTIFICATE OF CHANGE OF REGISTERED AGENT AND REGISTERED OFFICE BY

A FOREIGN OR DOMESTIC CORPORATION OF ILLINOIS

STATE OF Illinois	}	ss.
Cook COUNTY

TO Michael J. Howlett

Secretary of State,

Springfield, Illinois

The undersigned corporation, organized and existing under the laws of the State of Illinois for the purpose of changing its registered agent and its registered office, or both, in Illinois as provided by “The Business Corporation Act,” of Illinois represents that:

1. The name of the corporation is Linen Supply Services, Inc.

2. The address, including street and number, if any, of its present registered office (before change) is 141 W. Jackson Blvd., Chicago, IL 60604

3. Its registered office (including street and number if any change in the registered office is to be made) is hereby changed to 35 E. Wacker Drive Street, in the city of Chicago ( 60601 ) County of Cook

(Zip Code)

4. The name of its present registered agent (before change) is John H. Bishop

5. The name of the new registered agent is C. O. Bower

6. The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7. Such change was authorized by resolution duly authorized by the board of directors

(OVER)

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its Vice-President, attested by its Assistant Secretary, this 1st day of March, A. D. 1976

	Linen Supply Services, Inc.
	(Exact Corporate Title)
By:	Illegible
	Vice-President

B. J. Smith

Assistant Secretary

STATE OF Illinois	}	ss.
COUNTY OF Cook

I, Virginia A. Malinak, a Notary Public, do hereby certify that on the 1st day of March, A. D. 1976, personally appeared before me C. O. Bower who declares he is Vice-President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Virginia A. Malinak

Notary Public

Form BCA (12 or 110)

Box 1271 File 586-2

CHANGE OF REGISTERED AGENT

AND OFFICE OF

Linen Supply Services, Inc.

Filling Fee $1.00

NOTICE

This certificate must be filed in duplicate. The corporation cannot act as its own registered agent.

The registered office may be, but need not be, the same as the place of business of the corporation, but the registered office and the address of the registered agent must be the same.

Any subsequent change in the registered office or agent must be reported immediately to the Secretary of State on blanks furnished for that purpose.

Certificate Number                     

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come Greeting:

Whereas, Articles of amendment to the Articles of Incorporation duly signed and verified of GREAT WESTERN LAUNDRY COMPANY have been filed in the Office of the Secretary of State on the 30th day of October A.D. 1967, as provided by “THE BUSINESS CORPORATION ACT” of Illinois, in force July 13, A.D. 1933.

Now Therefore, I PAUL POWELL, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of amendment and attach thereto a copy of the Articles of Amendment to the Articles of Incorporation of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 30th day of October A.D. 1967 and of the Independence of the United States the one hundred and 92nd.

/s/ Paul Powell

SECRETARY OF STATE

(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

GREAT WESTERN LAUNDRY COMPANY

(Exact Corporate Name)

To PAUL POWELL,

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

GREAT WESTERN LAUNDRY COMPANY

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

RESOLVED, that the following Articles of Incorporation of this corporation be amended to read as follows:

ARTICLE ONE

The name of the corporation is changed to: LINEN SUPPLY SERVICES, INC.

ARTICLE FOUR

The purposes for which this corporation is organized are:

To purchase for resale, to warehouse and to distribute towels, garments, sheets, and all other kinds and types of linens and linen supplies and other merchandise and supplies used in the linen and industrial garment rental supply business; to purchase, own, lease, mortgage and sell real estate in the conduct thereof; and to do such other acts appropriate or necessary to the conduct of said business.

(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 10,520; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
	Class		Number of Shares
	Common		10,520
(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 10,520; and the number of shares voted against said amendment or amendments was None. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was;
	Class		Number of Shares Voted
			For	Against
	Common		10,520	None
(Disregard these items unless the amendment restates the articles of incorporation.)	Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had                  shares issued, itemized as follows:
	Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value

	Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $                      and a paid-in surplus of $                      or a total of $                     .
(Disregard this Article where this amendment contains no such provisions.)	ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:
(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:
(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:
		Before Amendment	After Amendment
	Stated capital	$	$
	Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its                      President, and its corporate seal to be hereto affixed, attested by its                      Secretary, this 23^rd day of October, 1967.

GREAT WESTERN LAUNDRY COMPANY
By	/s/ Jack A Quigley
	Its President

  PLACE

(CORPORATE SEAL)

  HERE

ATTEST:
/s/ Margaret E. Johnson
Its Asst. Secretary
STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

I, J. V. Friedman, a Notary Public, do hereby certify that on the 23^rd day of October 1967, Jack A. Quigley personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ J.V. Friedman

Notary Public

PLACE

(NOTARIAL SEAL)

HERE

Certificate Number [Illegible]

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come Greeting:

Whereas, Articles of amendment to the Articles of Incorporation duly signed and verified of GREAT WESTERN LAUNDRY COMPANY have been filed in the Office of the Secretary of State on the 21st day of September A.D. 1959, as provided by “THE BUSINESS CORPORATION ACT” of Illinois, in force July 13, A.D. 1933.

Now Therefore, I, CHARLES F. CARPENTIER Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate of amendment and attach thereto a copy of the Articles of Amendment to the Articles of Incorporation of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 21st day of September A.D. 1959 and of the Independence of the United States the one hundred and 84th.

/s/ Charles F. Carpentier

SECRETARY OF STATE

(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

GREAT WESTERN LAUNDRY COMPANY

(Exact Corporate Name)

To CHARLES F. CARPENTIER,

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

Great Western Laundry Company

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

RESOLVED, that Article Five of the Articles of Incorporation of this corporation be amended in its entirety to read as follows:

ARTICLE FIVE

Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is l2,500, divided into one classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
Common	None	12,500	No par value.

Paragraph 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are: NONE

(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 8,520; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
	Class	Number of Shares
(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 8,520; and the number of shares voted against said amendment or amendments was none. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:
	Class	Number of Shares Voted
		For	Against

(Disregard this Article where this amendment contains no such provisions.)	ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:
(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:
(Disregard this Paragraph where amendment does not affect stated capital or paid-in surplus.)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:
		Before Amendment	After Amendment
	Stated capital	$	$
	Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its Vice President, and its corporate seal to be hereto affixed, attested by its Secretary, this 18^th day of September, 1959.

GREAT WESTERN LAUNDRY COMPANY
By	/s/ Troy C. Preston
	Its Vice President

  PLACE

(CORPORATE SEAL)

  HERE

ATTEST:
/s/ Illegible
Its Secretary
STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

I, H. V. Anderson, a Notary Public, do hereby certify that on the 18^th day of September 1959, Troy C. Preston personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ H.V. Anderson

Notary Public

PLACE

(NOTARIAL SEAL)

HERE

Certificate Number 24796

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come Greeting:

Whereas, from a certificate duly signed and verified under oath filed in the Office of the Secretary of State on the 21st day of April A.D. 1927 it appears that at a meeting of the stockholders of the GREAT WESTERN LAUNDRY COMPANY duly convened a resolution was passed to increase and change capital stock in accordance with the provisions of an Act entitled “AN ACT IN RELATION TO CORPORATIONS FOR PECUNIARY PROFIT” approved June 28, 1919, in force July 1, 1919, and all acts amendatory thereof a copy of which certificate is hereto attached;

Now Therefore, I LOUIS L. EMMERSON, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby certify that GREAT WESTERN LAUNDRY COMPANY has legally increased and changed capital stock from $250,000.00 to 5000 shares NPV as provided in the aforesaid Act.

In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 21st day of April A.D. 1927 and of the Independence of the United States the one hundred and 51st.

/s/ LOUIS L. EMMERSON

SECRETARY OF STATE

NOTICE:—BEFORE ATTEMPTING TO EXECUTE THIS CERTIFICATE PLEASE READ INSTRUCTION ON THE BACK THEREOF.

FORM “J”

THIS CERTIFICATE MUST BE FILED IN DUPLICATE.

STATE OF ILLINOIS,	}	ss.
County of COOK

I hereby certify that at a special meeting of the Stockholders of the GREAT WESTERN LAUNDRY COMPANY held at the office of the company Chicago, Illinois, [illegible] 22nd day of March A.D. 1927 at ten o’clock to waiver of notice required by law, a copy of which waiver of notice is as follow.

We, the undersigned, being [illegible] do hereby waive all notice require by statute for the purpose of [illegible] of the stockholders vote on the proposition of:                                                           and do hereby consent that said meeting shall be held at,                          on the      day of              A.D. 192  

The following resolution was adopted, at least two-thirds of all the votes represented by the whole stock of said Corporation issued and outstanding voting therefor:

RESOLVED, that the authorized capital stock of this company be and the same is hereby changed and increased from $250,000, consisting of 2500 shares of the par value of $100, each, to 5,000 shares of no par value; and be it further.

RESOLVED, that the President and Secretary of the company be and they are hereby authorized, empowered and directed to file in the office of the Secretary of State of Illinois, the certificate required by law the purpose of changing and increasing the capital stock of the company as in the foregoing resolution set forth, and to pay the Secretary of State such fees, and to do all such other things as they may deem necessary or desirable for the purpose of giving effect to the foregoing resolution; and be it further.

RESOLVED, that upon this amendment becoming effective, each share of the present outstanding capital stock of the par value of $100, per share, shall thereupon be and become one share of the common stock of this corporation of no par value, without any further action upon the part of this corporation or the Stockholders.

AFFIX CORPORATE SEAL HERE
	s/ Samuel Levitetz
	Secretary

STATE OF ILLINOIS,	}	ss.
County of COOK

I, LOUIS LEVITETZ, being duly sworn, declare on oath that I am President of the Corporation mentioned in the foregoing certificate, and that the statements therein made are true in substance and in fact.

IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of said Corporation to be affixed, this 29th day of March A. D. 1927.

Illegible

President

Subscribe and sworn to before me this 29th day of March A. D. 1927.

Illegible

Notary Public

FORM “J”

Box 1271 No. 79586

CERTIFICATE

of

and change

Increase/of Capital Stock

from $250,000.00 to 5000 shs NPV

of

The GREAT WESTERN LAUNDRY COMPANY

NOTICE: This certificate may be used in making all amendments to the Articles of Incorporation other than dissolution and consolidation of corporation. In case of decrease in capital stock you should insert in the certificate a clause substantially as follows:

RESOLVED, That the capital stock is hereby DECREASED from $             consisting of              shares of the par value of $             and              shares of stock of no par value to $             consisting of              shares of the par value of $             and              shares of no par value.

The amount of the capital stock issued and outstanding is                      and the manner by which the because is effected is as follows, to-wit:             

FORMS FOR INCREASE OF CAPITAL STOCK

MAY BE HAD ON APPLICATION.

WE, THE UNDERSIGNED, being the holders of all the issued and outstanding capital stock of GREAT WESTERN LAUNDRY COMPANY, a corporation organized and existing under and by virtue of the laws of the State of Illinois, hereby waive any and all notice, whether required by law or the By-Laws of said Company, of the time, place and purpose of a special meeting of the stockholders of said Company, and we do hereby fix March 22, 1927, at ten o’clock A.M., as the time and 2125 West Madison Street, Chicago, Illinois, as the place, of the holding of a special meeting of the stockholders of said Company, for the purpose of considering and acting upon the authorization of (a) an issue of first mortgage bonds of this Company in the amount of $550,000.00; (b) an issue of promissory notes of this Company in the approximate amount of $119,795.00; and (c) changing and increasing the capital stock of the Company from $250,000.00 consisting of 2500 shares of the par value of $100.00 each, to 5,000 shares of no par value stock, and for the transaction of any and all business of every kind or nature whatsoever which may come before said meeting.

DATED, March 22, 1927.

LOUIS LEVITETZ

SAMUEL LEVITETZ

CHARLES LEVITETZ

NATHAN LEVITETZ

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

GREAT WESTERN LAUNDRY COMPANY

To EDWARD J. HUGHES

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

GREAT WESTERN LAUNDRY COMPANY

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois

By increasing the capital stock from 5,000 shares of no par value to 8,688 shares of no par value.

(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 4,340; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
	Class	Number of Shares
	Common	4,340
(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 4,340; and the number of shares voted against said amendment or amendments was none. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:
	Class	Number of Shares
		For	Against
	Common	4,340	None

(Disregard this Article where the amendments contain no such provisions.)	ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or the reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for by said amendment or amendments, shall be effected, is as follows:
(Disregard this paragraph where the amendments do not affect stated capital or paid-in surplus.)	ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effecting a change in the amount of stated capital or the amount of paid-in surplus, or both, is effected is as follows:
(Disregard this paragraph where the amendments do not affect stated capital and paid-in surplus.)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by said amendment or amendments are as follows:
		Before Amendment	After Amendment
	Stated capital	$	$
	Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its                                          President, and its corporate seal to be hereto affixed, attested by its Secretary, this 8^th day of October, 1935.

GREAT WESTERN LAUNDRY COMPANY
By	/s/ Louis Levitetz
	Its Vice President

PLACE

(CORPORATE SEAL)

HERE

ATTEST:
/s/ Samuel Levitetz
Secretary
STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

I,                                         , a Notary Public, do hereby certify that on the 8^th day of October 1935, Louis Levitetz personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Illegible

Notary Public

(Notarial Seal)

Certificate Number 7185

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come Greeting:

Whereas, from a certificate duly signed and verified under oath filed in the Office of the Secretary of State on the 27th day of June A.D. 1921 it appears that at a meeting of the stockholders of the GREAT WESTERN LAUNDRY COMPANY duly convened a resolution was passed to increase capital stock in accordance with the provisions of an Act entitled “AN ACT IN RELATION TO CORPORATIONS FOR PECUNIARY PROFIT” approved June 28, 1919, in force July 1, 1919, a copy of which certificate is hereto attached;

Now Therefore, I LOUIS L. EMMERSON, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby certify that GREAT WESTERN LAUNDRY COMPANY has legally increased capital stock from $150,000.00 to $250,000.00 as provided in the aforesaid Act.

In Testimony Whereof, Thereto set my hand and cause to be affixed the Great Seal of the State of Illinois, Done at the City of Springfield this 27th day of June A.D. 1921 and of the Independence of the United States the one hundred and 45th.

/s/ LOUIS L. EMMERSON

SECRETARY OF STATE

property addressed to each [Illegible]

the time, place and object or [Illegible].

The following resolution was adopted, at least two-thirds of all the votes represented by the whole stock of said Corporation issued and outstanding voting therefor:

RESOLVED, That the capital stock is hereby increased from $150,000.00 consisting of 1500 shares of the par value of $100.00 to $250,000.00 consisting of 2500 shares of the par value of $100.00 each ( common)

1. The total amount of the capital stock already authorized is $150,000.00

2. The amount of the authorized capital stock issued and outstanding is $150,000.00

3. The amount of the capital stock issued and outstanding paid in cash, in accordance with the statements filed in the office of the Secretary of State is as follows:

	{	common	$        200.00
2 shares having a par value of $100.00 per share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

4. The amount of the capital stock issued and outstanding paid in property, in accordance with the statements filed in the office of the Secretary of State is as follows:

	{	common	$        149,800.00
1498 shares having a par value of $100.00 per share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

5. The amount of capital stock issued and outstanding paid in cash, not previously reported to the Secretary of State is as follows:

	{	common	$
shares having a par value of $                 per  share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

6. The amount of capital stock issued and outstanding paid in property, not previously reported to the Secretary of State is as follows:

	{	common	$
shares having a par value of $                 per  share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

7. The amount of increased capital stock which is proposed to issue at once is as follows:

	{	common	$        57,000.00
570 shares having a par value of $100.00 per share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

8. The amount of the increased capital stock which is proposed to issue at once and which will be paid in cash is as follows:

	{	common	$        40,000.00
400 shares having a par value of $100.00 per share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

9.      The amount of the increase capital stock which is propose to issue at once for property, and appraised value thereof are as follow:
	{	common $17,000.00
170 shares having a par value of $ 100.00 per share is
		preferred $

	{	common $
shares having no par value is
		preferred $
10.    The location and a general description of such property are as follows:
Surplus represented cash on company’s books. Stock divided declared for $17,000.00

It is hereby further certified that the requirements respecting all stock issued by the corporation have been complied with in accordance with the statute in such cases made and provided.

Affix Corporate Seal Here.	/s/ Samuel Levitetz
	Secretary.

STATE OF ILLINOIS, Country of Cook	}
		ss.

I, Louis Levitetz, being duly sworn, declare on oath that I am President of the Corporation mentioned in the foregoing certificate, and that the statements therein made are true in substance and in fact.

IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of said Corporation to be affixed, this 18th day of June A.D. 1921

/s/ Louis Levitetz

President.

Subscribed and sworn to before me this 23rd day of June A.D. 1921.

/s/ [Illegible]

Notary Public.

FORM E.

Box 1271 No. 79586

CERTIFICATE

Increase of Capital Stock from $ 150,000 to 250,000.00

of

The Great Western Laundry Co. 213910 - Madison St. Chicago

The fee for increase in capital stock is 50c per thousand or fractional part of such increase and $20 for filing the certificate.

NOTICE: Where the notice prescribed by statute for the convening of meeting of the stockholders to vote on any change is waived, the certificate should be changed to show this fact, and that portion of the certificate retaking to the giving of such notice stricken out and a copy of the waiver of notice attached so that the certificate will then be in the following form:

STATE OF ILLINOIS	}
		ss.
Country of

I hereby certify that a special meeting of the stockholders of the                      held at                      on the          day of                      A. D. 192          at              o’clock              M. pursuant to the waiver of notice required by law, a copy of which waiver of notice is as follow, to-wit:

We, understand, being all the stockholder of                                          do hereby waive all notive required by statute for the purposes of convening a meeting of stockholders to vote on the proposition of                      and do hereby consent that said meeting shall be held at                      on the                      day of              A. D. 192)            .

(Signed)

Dated                      day of                      A. D. 192             .

29

Certificate Number 1982

STATE OF ILLINOIS

OFFICE OF

THE SECRETARY OF STATE

To all to whom these Presents Shall Come Greetings:

Whereas, from a certificate duly signed and verified under oath filed in the Office of the Secretary of State on the 31st day of March A.D.,1920 it appears that at a meeting of the Stockholders of the GREAT WESTERN LAUNDRY COMPANY Duly convened a resolution, was passed to increase capital stock in accordance with the provision of an Act entitled “AN ACT IN RELATION TO CORPORATIONS FOR PECUNIARY PROFIT” approved June 28th, 1919 in force July 1, 1919 a copy of which certificate is hereto attached.

Now Therefore, I, LOUIS L. EMMERSON, Secretary of the State of the State of Illinois, by virtue of the powers vested in me by law do hereby certify that GREAT WESTERN LAUNDRY COMPANY has legally increased capital stock from $10,000.00 to $150,000.00 as provided in the aforesaid Act.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois. Done at the City of Springfield this 31st day of March A.D. 1920 and of the Independence of the United States the one hundred and 44th.

/s/ LOUIS L.EMMERSON

SECRETARY OF THE STATE

NOTICE: This certificate is to be used for increasing the capital stock. Other change in the Articles of Incorporation included in resolution increasing the capital stock may also be included in this certificate.

FORM E

THIS CERTIFICATE MUST BE FILED IN DUPLICATE.

STATE OF ILLINOIS,	}	ss.
County of Cook

I hereby certify that at a special meeting of the stockholders of the Great Western Laundry Company held at 2139 W. Madison St., Chicago, Ill., on the 14th day of February A.D., 1920, at 3 o’clock P.M., pursuant to notice required by law, which said notice was delivered personally (or deposited in the post office, properly posted) at least ten days before the time fixed for such meeting, properly addressed to each Stockholder; signed in the manner provided in the by-laws of said Corporation, stating the time, place and object of such meeting.

The following resolution was adopted, at least two-thirds of all the votes represented by the whole stock of said Corporation issued and outstanding voting therefore:

RESOLVED, That the capital stock is hereby increased from $10,000.00 consisting of 100 shares of the par value of $100.00 to $150,000.00 consisting of 1500 shares of the par value of $100.00

1. The total amount of the capital stock already authorized is $10,000.00

2. The amount of the authorized capital stock issued and outstanding is $10,000.00

3. The amount of the capital stock issued and outstanding paid in cash, in accordance with the statements filed in the office of the Secretary of State is as follows:

	{	common	$
2 shares having a par value of $100.00 per share is
		preferred	$        200.00

	{	common	$
shares having no par value is
		preferred	$

4. The amount of the capital stock issued and outstanding paid in property, in accordance with the statements filed in the office of the Secretary of State is as follows:

	{	common	$
98 shares having a par value of $100.00 per share is
		preferred	$        9800.00

	{	common	$
shares having no par value is
		preferred	$

5. The amount of capital stock issued and outstanding paid in cash, since the last statement filed in the office of the Secretary of State is as follows:

	{	common	$
shares having a par value of $                 per  share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

6. The amount of capital stock issued and outstanding paid in property, since the last statement filed in the office of the Secretary of State is as follows:

	{	common	$
shares having a par value of $                 per  share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

7. The amount of the increased capital stock which is proposed to issue at once is as follows:

	{	common	$
1400 shares having a par value of $100.00 per share is
		preferred	$140,000.00

	{	common	$
shares having no par value is
		preferred	$

8. The amount of the increased capital stock which is proposed to issue at once and which will be paid in cash is as follows:

	{	common	$
shares having a par value of $                 per  share is
		preferred	$

	{	common	$
shares having no par value is
		preferred	$

9. The amount of the increased capital stock which is proposed to issue at once for property, and appraised value thereof is as follows:

1400 shares having a par value of $100.00 per share is	{	common $
		preferred $140,000.00

shares having no par value is	{	common $
		preferred $

10. The location and a general description of such property is as follows: Real Estate with improvements located at 2125 to 39 W. Madison St., (inclusive) Chicago, Ill. 208-10-12 S. Leavitt St. Chicago, Ill.

Machinery, equipment, etc. (including good will of $40,823.82) $83,000.00. Good will appraised by Evans Audit Co., Chicago, Ill.

It is hereby further certified that the requirements respecting all stock previously issued by the corporation have been complied with in accordance with the statute in such cases made and provided.

/s/ Samuel Levitetz

Secretary.

STATE OF ILLINOIS,	}	ss.
County of Cook

I, Louis Levitetz, being duly sworn, declare on oath that I am President of the Corporation mentioned in the foregoing certificate, and that the statements therein made are true in substance and in fact.

IN WITNESS WHEREOF, I have hereunto set my hand, and caused the seal of said Corporation to be affixed, this 25th day of March A. D. 1920.

/s/ Louis Levitetz

President.

Subscribed and sworn to before me this 25th day of March A. D. 1920.

/s/ Nathan Levitetz

Notary Public.

FORM E.

Box: 1271 No. 79586

CERTIFICATE OF

Increased of Capital Stock

$10,000 to $150,000

of

The Great Western Laundry Company.

The fee for increase in capital stock 50c per thousand or fractional part of such increase and $20 for filing the certificate.

NOTICE: Where the notice prescribed by statute for the convening of a meeting of the stockholders to vote on any change is waived, the certificate should be changed to show this fact, and that portion of the certificate [Illegible] to the giving of such notice stricken out and a copy of the waiver of notice attached so that the certificate will then be in the following form:

STATE OF ILLINOIS,	}	ss.
County of

I hereby certify that at a special meeting of the stockholders of the                      held at                      on the              day of              A. D., 19    , at              o’clock                      M., pursuant to the waiver of notice required by law, a copy of which waiver of notice is as follows, to-wit:

We, the undersigned, being all the stockholders of                      do hereby waive all notice required by statute for the purpose of convening a meeting of stockholders to vote on the proposition of                     , and do hereby [Illegible] that said meeting shall be held at                      on the day of              A. D., 19    

(SIGNED.)

Dated              day of                      A. D. 19    

NOTICE: This certificate is to be used for increasing the capital stock. Other changes in the Articles of Incorporation included in resolution increasing the capital stock may also be included in this certificate.

FORM E.

THIS CERTIFICATE MUST BE FILED IN DUPLICATE

STATE OF ILLINOIS,	}	ss.
County of Cook

STATE OF ILLINOIS

County of COOK

I hereby certify that at a special meeting of the stockholders of the GREAT WESTERN LAUNDRY COMPANY held at 2139 West Madison Street, Chicago, Illinois, the 18th day of June at 10:00 A:M, pursuant to the waiver of notice required by law, a copy of which waiver of notice is as follows, to wit:

We, the undersigned, being all the stockholders of the GREAT WESTERN LAUNDRY COMPANY do hereby waive all notice required by statue for the purposes of convening a meeting of stockholders to vote on the proposition of increasing the capital stock to $250,000 and such other business as may be on hand, and do hereby consent that said meeting shall be held at 2139 West Madison Street on the 18th day of June, A. D. 1921.

/s/ Samuel Levitetz

/s/ Louis Levitetz

/s/ Nathan Levitetz

/s/ Charles Levitetz

Dated 18th day of June, A.D. 1921.

6. The amount of capital stock issued and outstanding paid in property, [Illegible] of State is as follows:

[Illegible ]

STATE OF ILLINOIS

Department of State

HARRY WOODS, Secretary of State

To All To Whom These Presents Shall Come—Greeting:

Whereas, It being proposed by the persons hereinafter named to form a Corporation under an Act of the General Assembly of the State of Illinois, entitled, “An Act Concerning Corporations,” approved April 18, 1872, in force July 1, 1872, and the amendments thereto, the object and purposes of which corporation are set forth in a statement duly signed and acknowledged according to law, and this day filed in the office of the Secretary of State;

Now, Therefore, I, HARRY WOODS, Secretary of State of the State of Illinois, by virtue of the power vested in and the duties imposed upon me by law, do hereby authorize, empower and license SAMUEL LEVITETZ, LOUIE LEVITETZ, and FRED B. ROOS the persons whose names are signed to the before-mentioned statement, as Commissioners to open books for subscription to the Capital Stock of GREAT WESTERN LAUNDRY COMPANY such being the name of the proposed corporation, as contained in the statement, at such times and places as the said Commissioners may determine.

In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of State.
Done at the City of Springfield, this twenty-fourth day of September A.D. 1913, and of the Independence of the United States the one hundred and 38th.
	/s/ HARRY WOODS
	Secretary of State

To HARRY WOODS,

Secretary of the State of Illinois:

The Commissioners, duly authorized to open Books of Subscription to the Capital Stock of GREAT WESTERN LAUNDRY COMPANY pursuant to license heretofore issued, bearing date the 24th day of September A.D. 1913, do hereby report that they opened books of Subscription to the Capital Stock of said Company, and that the said Stock was fully subscribed; that the following is a true copy of such subscription, viz:

We, the undersigned, hereby severally subscribe for the number of shares set opposite our respective names, to the Capital Stock of Great Western Laundry Company and we severally agree to pay the said Company, for each share, the sum of One hundred dollars.

NAME	SHARES	AMOUNT
Louis Levitetz	49	$	4900.00
Samuel Levitetz	49	$	4900.00
Sarah Levitetz	1		100.00
Jennie Levitetz	1		100.00
	100	$	10,000.00

That on the 23rd day of December A.D. 1913, at the Room 628-# 29 S. La Salle Street, Chicago, Illinois, at the hour of three (3) o’clock P.M., they convened a meeting of the subscribers aforesaid, pursuant to notice required by law, which said notice was deposited in the post office, properly addressed to each subscriber, ten days before the time fixed therein, a copy of which said notice is as follows, to-wit:

To Louis Levitetz, Samuel Levitetz, Sarah Levitetz and Jennie Levitetz:

You are hereby notified that the Capital Stock of Great Western Laundry Company has been fully subscribed, and that a meeting of the subscribers of such stock will be held at Room 628 # 29 So. La Salle Street, Chicago, Ills. on the 23rd day of December A.D. 1913, at 3 o’clock P.M., for the purpose of electing a Board of Directors for said Company and for the transaction of such other business as may be deemed necessary.

Signed,
/s/ Louis Levitetz
/s/ Samuel Levitetz	Commissioners.
/s/ Fred B. Roos

That said subscribers met at the time and place in said notice specified, and proceeded to elect Directors, and that the following persons were duly elected for the term of one year viz:

Louis Levitetz

Samuel Levitetz

Sarah Levitetz

Jennie Levitetz

And that the postoffice address of the business office of said Company is at Number 2143 West Madison Street in the City of Chicago in the County of Cook and State of Illinois.

/s/ Louis Levitetz
/s/ Samuel Levitetz	Commissioners.
/s/ Fred B. Roos

Amount of capital stock actually paid in	$	10,000.00
Amount of capital stock not paid in	$	none.

Capital paid in property, appraised as follows:

One (l) Hagan 6 roll Mangle; one (1) Dry Room; Seventeen (17) Wash Machines; seven (7) Extractors; one (l) Collar Machine: Three (3) Body ironers; one (l) engine; one (l) boiler; one (l) Cadillac 6 pass. 1915 Touring car; seventeen (17) horses; fourteen (14) wagons; one (l) buggy, and all harness, blankets, and all other barn equipment; and all machinery, shafting, pulleys, belting, office and laundry fixtures, and all goods, chattels and property of every kind, nature and description, including the Good Will of the business, belonging to and now used in and about the laundry business located at # 2143 West Madison Street, Chicago, Illinois, and known as the Great Western Laundry.

Appraised at –	$	9800.00
Capital paid in cash –		200.00
	$	10,000.00

STATE OF ILLINOIS

Department of State

HARRY WOODS, Secretary of State

To All to Whom these Presents Shall Come—GREETING:

WHEREAS, a STATEMENT, duly signed and acknowledged, has been filed in the office of the Secretary of State, on the Twenty-fourth day of September A.D. 1913, for the organization of the GREAT WESTERN LAUNDRY COMPANY, under and in accordance with the provisions of “AN ACT CONCERNING CORPORATION,” approved April 18, 1872, and in force July 1, 1872, and all acts amendatory thereof, a copy of which statement is hereunto attached;

AND WHEREAS, a LICENSE having been issued to SAMUEL LEVITETZ, LOUIS LEVITETZ and FRED B. BOOS, as Commissioners to open books for subscription to the Capital Stock of said Company;

AND WHEREAS, the said Commissioners have, on the Second day of January A.D. 1914, filed in the office of the Secretary of State a report of their proceedings under the said License, a copy of which report is hereunto attached;

Now, Therefore, I, HARRY WOODS, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law, do hereby certify that the said GREAT WESTERN LAUNDRY COMPANY, is a legally organized Corporation under the laws of this State.

	In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of State.
	Done at the City of Springfield, this Second day of January A.D. 1914, and of the Independence of the United States the one hundred and 38th.
(SEAL)		/s/ HARRY WOODS
		Secretary of State

STATE OF ILLINOIS,	}	ss
County of Cook

On this 30th day of December A. D. 1913, personally appeared before me, a Notary Public in and for said County, in said State Samuel Levitetz, Louis Levitetz and Fred B. Roos and made oath that the foregoing report by them subscribed is true in substance and in fact.

[Illegible] Notary Public.

STATE OF ILLINOIS,	}	ss.
COOK Country.

INCORPORATION FEES
$2500 or less	$30.00
$2500 to $5000	50.00
Each additional thousand	1.00

To Harry Woods, Secretary of State:

We, the Undersigned, Samuel Levitetz, Louis Levitetz and Fred B. Roos propose to form a Corporation under an act of the General Assembly of the State of Illinois, entitled “An Act Concerning Corporations,” approved April 18, 1872, and all acts amendatory thereof; and for the purpose of such organization we hereby state as follows, to wit:

1. The name of such Corporation is GREAT WESTERN LAUNDRY COMPANY

2. The object for which it is formed is to do a general laundry business.

3. The Capital Stock shall be Ten thousand ($ 10,000.00) Dollars.

4. The amount of each share is One hundred ($ 100.00) Dollars.

5. The number of shares One hundred.

6. The location of the principal office is in City of Chicago in the County of Cook State of Illinois.

7. The duration of the Corporation shall be Ninety-nine (99) years.

/s/ Samuel Levitetz

/s/ Louis Levitetz

/s/ Fred B. Roos

STATE OF ILLINOIS,	}	ss.
COUNTY OF Cook

I, William F. Boeger a Notary Public in and for the County and State aforesaid, do hereby certify that on the 23rd day of September A.D. 1913, personally appeared before me Samuel Levitetz, Louis Levitetz and Fred B. Roos to me personally known to be the same persons who executed the foregoing statement, and severally acknowledged that they executed the same for the purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and seal the day and year above written.

/s/ William F. Boeger

Notary Public

The GREAT WESTERN LAUNDRY COMPANY.

Statement of Incorporation.

SEARS, ROOS & BOEGER,

628 National Life Bldg.

29 S. La Salle St., Chicago

[Illegible]

EX-3.34

Exhibit 3.34

Linen Supply Service, Inc.

June 27, 1988

BY - LAWS

of

Linen Supply Service, Inc.*

Incorporated under the laws of Illinois

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held at 11:00 o’clock A.M. on the third Thursday of February in each year, unless such day is a legal holiday, in which case such meeting shall be held on the business day next following. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof may be taken without a meeting if all the stockholders consent thereto

* Name change to American Distribution Services, Inc. as of 3/26/04

Linen Supply Service, Inc.

June 27, 1988

in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or

2

Linen Supply Service, Inc.

June 27, 1988

any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.35

Exhibit 3.35

CERTIFICATE OF FORMATION

OF

ARAMARK EDUCATIONAL GROUP, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Educational Group, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26^th day of March, 2007.

By:	/s/ JOHN G. WIXTED
	John G. Wixted
	Organizer

EX-3.36

Exhibit 3.36

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK EDUCATIONAL GROUP, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Educational Group, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Educational Group, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on September 1, 1989, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Educational Group, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

1

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly known as ARAMARK Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara
	Vice President

4

EX-3.37

Exhibit 3.37

Form 205 (Revised 01/06)	Certificate of Formation Limited Liability Company	This space reserved for office use.
Return in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512 463-5709
Filing Fee: $300

Article 1 — Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

ARAMARK Educational Services of Texas, LLC

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 — Registered Agent and Registered Office

(Select and complete either A or B and complete C)

x A. The initial registered agent is an organization (cannot be entity named above) by the name of:

C T Corporation System

OR

¨ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street	Dallas	TX	75201
Street Address	City	State	Zip Code

Article 3 — Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

¨ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)

IF INDIVIDUAL
First Name	M.I.	Last Name	Suffix

OR

IF ORGANIZATION

ARAMARK Educational Group, LLC

Organization Name

ADDRESS OF GOVERNING PERSON

1101 Market Street	Philadelphia	PA	USA	19107
Street or Mailing Address	City	State	Country Code	Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or organization but not both)

IF INDIVIDUAL
Firm Name	M.I.	Last Name	Suffix

OR

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address City State Country Code Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or organization but not both)

IF INDIVIDUAL
First Name	M.l.	Last Name	Suffix

OR

IF ORGANIZATION

Organization Name

ADDRESS OF GOVERNING PERSON

Street or Mailing Address City State Country Code Zip Code

Article 4 — Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provision Informaiton

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Information regarding the converting entity, which is being created pursuant to the Plan of Conversion:

Name: ARAMARK Educational Services of Texas, Inc.

Address: 350 N. Paul Street; Dallas, Texas 75201

Prior form of Organization: Corporation

Date of Organization: September 16,1968

Jurisdiction of Organization: Texas

Organizer

The name and address of the organizer:

Nora Betty McCann

Name

2005 Lake Robbins Drive	The Woodlands	TX	77380
Street or Mailing Address	City	State	Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                                                                                                                                 

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                                                                                                                                                                                

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 3/15/07	/s/ Nora Betty McCann
	Nora Betty McCann
	Signature of organizer

EX-3.38

Exhibit 3.38

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK EDUCATIONAL SERVICES OF TEXAS, LLC

A Texas Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Educational Services of Texas, Inc. a Texas corporation (the “Converted Corporation”), to a Texas limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Educational Services of Texas, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Texas limited liability company. In accordance with Chapter 18, Article 1528n of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Texas (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Texas. As provided in Chapter 18, Article 1 of the Act, the existence of the Company is deemed to have commenced on September 16, 1968, the date the Converted Corporation was originally organized under the laws of the State of Texas.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Texas Business Organizations Code, Texas Limited Liability Act, Chapter 18, et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Educational Services of Texas, LLC, a Texas limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Educational Group, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Texas is CT Corporation System, 350 N. St. Paul Street, Dallas, in the County of Dallas, Texas, 75201. The registered office of the Company in the State of Texas is c/o CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Educational Group, LLC., a Delaware limited liability company formerly, ARAMARK Educational Group, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Texas and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

2

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Chapter 18, Article 6 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Educational Group, LLC
Sole Member
By	/s/ ALEXANDER P. MARINO
	Alexander P. Marino
	Vice President

4

EX-3.39

Exhibit 3.39

No. V-35665

ARTICLES OF ASSOCIATION

OF THE

ARA LEISURE SERVICES OF VERMONT, INC.

STATE OF VERMONT

Secretary of State’s Office

Filed November 3, 1973

            /s/              

Secretary of State

ARTICLES OF ASSOCIATION

The name of the corporation shall be ARA LEISURE SERVICES OF VERMONT, INC.

The initial registered agent shall be C T CORPORATION SYSTEM

with registered office at 192 College Street, c/o. C T Corporation System, Burlington, Vermont 05401

The corporation shall be located at NONE

The operating year shall be Calendar Fiscal 52-53 week period ending the Friday closest to September 30

                                                                                  (Dec. 31)                                                         (Month – day)

If a fiscal year ending is not specified, the calendar year ending December 31^st shall be designated as your fiscal ear ending.

The period of duration shall be (if perpetual so state) perpetual

This corporation is organized for the purpose of operation of vending and food services.

Here set out purposes clearly and briefly, using separate paragraph to cover each separate purpose.

The following information regarding shares must be completed by business corporations. Non-profit corporations cannot have shares.

The aggregate number of shares the corporation shall have authority to issue is

-0- shares, preferred, with a par value of (if no par value, so state)

1,000 shares, common, with a par value of (if no par value, so state) One Dollar. ($1.00) each.

If preferred shares are provided for, state here briefly the terms of preferences. If shares are to be divided into classes or series, state here the designation, preferences, limitations, and relative rights of each class or series.

Directors: Business corporations with three or more shareholders must have at least three directors. If there are fewer than three shareholders, the number of directors may be equal to, but not less than, the number of shareholders.

Non-profit corporations must have at least three directors.

The initial board of directors shall have Three (3)… members with the following serving as directors until their successors be elected and qualify:

Name	Post Office Address
M. Roy Cohen	c/o Sugarbush, Valley Inc., Warren, VT 05674
Robert Schaffer	c/o Sugarbush, Valley Inc., Warren, VT 05674
L. Frederick Sutherland	c/o Walnut, Street, Philadelphia, PA. 19107

Having named fewer than three directors I hereby state that the number of shareholders does not exceed the number of directors.

3

Incorporation	Post Office Address
/s/ Bret P. Powell	P.O. Box 567, Burlington, Vermont 05402
Bret P. Powell, Esq.

Names must be Printed or Typed under all signatures. No. 101 Acts of 1965.

Dated at Burlington, Vermont in the County of Chittenden this      day of November, 1983.

4

Fee

See Reverse Side

State of Vermont

Office of Secretary of State

ARTICLES OF AMENDMENT

of

ARA LEISURE SERVICES OF VERMONT, INC.

a corporation organized and existing under the laws of the State of Vermont with its registered office at C T Corporation System, 792 College Ave., Burlington, VT by unanimous consent of the shareholders on the 26^th day of July 1989 to amended its Articles of Association as follows:

(If additional space is needed, use the reverse side)

The name of the corporation shall be:

ARASERVE of Vermont, Inc.

At the time of the meeting there were 1,000 shares outstanding and 1,000 entitled to vote (if the shares of any class are entitled to vote as a class, designate below the class and number of outstanding shares).

The Amendment was authorized by unanimous written consent of shareholders.

The numbers of shares voting for and against the amendment were (if the shares of any class entitled to vote as a class, designate below the class and number of outstanding shares).

All shares voted for the amendment.

Date: July 1989	/s/ Joseph Wilkes President or Vice President Joseph Wilkes
	/s/ Priscilla M. Bodnar Secretary Priscilla M. Bodnar

VERMONT SECRETARY OF STATE

Location: 81 River Street Mail: 109 State Street

Montpelier, VT 05609-1104 (802) 828-2386

ARTICLES OF AMENDMENT

Name of corporation ARASERVE OF VERMONT, INC.

A corporation may amend its articles of incorporation at anytime to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation.

The text and date of each amendment adopted.                                                                                                                                           

That the following amendment was adopted by the Board of Directors on the 1st day of July, 1994, by the unanimous written consent of its members.

RESOLVED, that the Articles of Incorporation of ARASERVE OF VERMONT, INC. be amended by changing the First Article thereof, so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Educational Services of Vermont, Inc.

If the amendment provides for an exchange, reclassification, or cancellation of issued shares, state the provisions for implementing the amendment if not contained in the amendment itself.

No change.

If the amendment was adopted by the incorporators or board of directors, without shareholder action, make a statement to that effect and that shareholder action was not required.

The amendment was adopted by the unanimous consent of the shareholders.

If the amendment was approved by shareholders.

(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting.

There were one thousand (1,000) shares of common stock outstanding and entitled to vote on the amendment.

(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.

One thousand (1,000) shares were voted in favor of the amendment by the unanimous consent in lieu of a meeting. No shares voted against the amendment.

The amendment shall be effective on October 10, 1994.

Signature   /s/ Priscilla M. Bodnar             Title  Secretary             Date  October 3, 1994

$25.00 FEE MUST BE ATTACHED.

THIS APPLICATION MUST BE TYPEWRITTEN OR PRINTED AND MUST BE FILED IN DUPLICATE.

OFFICE OF SECRETARY OF STATE

FILED OCT-7-1994

Donald M. Hooper

fee of $25.00 has been paid.

7

EX-3.40

Exhibit 3.40

ARASERVE OF VERMONT, INC.

July 31, 1990

BY-LAWS

of

ARASERVE OF VERMONT, INC. *

Incorporated under the laws of Vermont

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

* Named changed to ARAMARK Educational Services of Vermont, Inc. as of October 10, 1994.

ARASERVE OF VERMONT, INC.

July 31, 1990

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

2

ARASERVE OF VERMONT, INC.

July 31, 1990

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.41

Exhibit 3.41

CERTIFICATE OF FORMATION

OF

ARAMARK EDUCATIONAL SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK EDUCATIONAL SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March 2007.

By:	/s/ JOHN G. WIXTED
	John G. Wixted
	Organizer

5

EX-3.42

Exhibit 3.42

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK EDUCATIONAL SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Educational Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Educational Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on August 31, 1950, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Educational Services, LLC a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Educational Group, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

1

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Educational Group, LLC, a Delaware limited liability company, formerly, ARAMARK Educational Group, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Educational Group, LLC
Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

4

EX-3.43

Exhibit 3.43

CERTIFICATE OF FORMATION

OF

HALLIWELL ENGINEERING ASSOCIATES, LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST. The name of the limited liability company formed hereby is Halliwell Engineering Associates, LLC (the “LLC”).

SECOND. The address of the registered office of the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

Executed on November 4, 1999

/s/ John P. Vail

John P. Vail, Authorized Person

CERTIFICATE OF AMENDMENT

OF

HALLIWELL ENGINEERING ASSOCIATES, LLC

1. The name of the limited liability company is

Halliwell Engineering Associates, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is changed to

ARAMARK Engineering Associates, LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Halliwell Engineering Associates, LLC this 25^th day of July, 2002.

/s/ Priscilla M. Bodnar

Priscilla M. Bodnar, Secretary

EX-3.44

Exhibit 3.44

Operating Agreement

of

Halliwell Engineering Associates, LLC

November 4, 1999

Halliwell Engineering Associates, LLC

Table of Contents

		Page
1.	DEFINITIONS	1
2.	FORMATION OF COMPANY	2
3.	PURPOSE OF COMPANY	3
4.	MANAGEMENT OF COMPANY	3
5.	RIGHTS AND OBLIGATIONS OF MEMBER	5
6.	CONTRIBUTIONS TO COMPANY	7
7.	ALLOCATIONS AND DISTRIBUTIONS	7
8.	DISSOLUTION AND TERMINATION	8
9.	TRANSFERABILITY	9
10.	MISCELLANEOUS	9

i

Operating Agreement

of

Halliwell Engineering Associates, LLC

THIS OPERATING AGREEMENT is made and entered into as of November 4, 1999, by and between ServiceMaster Holding Corporation, a Delaware corporation (“Member”), and Halliwell Engineering Associates, LLC, a Delaware limited liability company (“Company”).

1. DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, as amended from time to time.

“Capital Contribution” shall mean any contribution to the capital of the Company in cash or property by the Member whenever made.

“Cash Flow” shall mean the gross cash proceeds from the operation of the Company’s business less the portion thereof used to establish Reserves for or to pay Company expenses, debt payments and capital expenditures. “Cash Flow” shall include any net cash proceeds from the sale or disposition of Company property and from the refinancing of indebtedness of the Company, shall be increased by any reduction of Reserves previously established by the Member, and shall not be reduced by depreciation, cost recovery, amortization or similar non-cash deductions.

“Certificate of Formation” shall mean the Certificate of Formation of the Company as filed with the Delaware Secretary of State, as amended from time to time.

“Company” shall mean Halliwell Engineering Associates, LLC, a Delaware limited liability company.

“Entity” shall mean any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust, foreign business organization or other business entity.

“Fiscal Year” shall mean the period terminating on December 31 of each year during the term of this Operating Agreement.

“Initial Capital Contribution” shall mean the initial contribution to the capital of the Company pursuant to Section 6.01 of this Operating Agreement.

“Operating Agreement” shall mean this Operating Agreement as originally executed and as amended from time to time.

“Member” shall mean the Person who executed a counterpart of this Operating Agreement as a Member and any Person who may hereafter become a Member of the Company.

“Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, as of the close of each Fiscal Year.

“Person” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person, where the context so permits.

“Reserves” shall mean funds set aside or amounts allocated to reserves which shall be maintained in amounts deemed sufficient by the Member for working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

2. FORMATION OF COMPANY

2.01. Formation.

The Company shall be, or has been, organized as a Delaware limited liability company by executing and filing a Certificate of Formation with the Delaware Secretary of State pursuant to the Act.

2.02. Name.

The name of the Company is Halliwell Engineering Associates, LLC

2.03. Principal Place of Business.

The principal place of business of the Company is One ServiceMaster Way, Downers Grove, Illinois 60515. The Company may locate its places of business and registered office at any other place or places as the Member may deem advisable.

2.04. Registered Office and Registered Agent.

The registered agent for the service of process and the registered office shall be the Person and location reflected in the Certificate of Formation as filed in the office of the Delaware Secretary of State. The Member may change the registered agent and registered office by filing the name of the new registered agent or the address of the new registered office with the Delaware Secretary of State pursuant to the Act.

2.05. Term.

The term of the Company shall be perpetual, unless the Company is earlier dissolved in accordance with either Section 8.01 of this Operating Agreement or the Act.

3. PURPOSE OF COMPANY

The business of the Company shall be to conduct any lawful business whatsoever that may be conducted by limited liability companies pursuant to the Act.

4. MANAGEMENT OF COMPANY

4.01. Management of Company.

The Member has the exclusive right to manage the Company’s business. Accordingly, the Member, at times acting through the officers of the Company, shall: (i) manage the affairs and business of the Company; (ii) exercise the authority and powers granted to the Company; and (iii) otherwise act in all other matters on behalf of the Company.

4.02. Execution of Documents.

Any document or instrument of any and every nature, including without limitation, any agreement, contract, deed, promissory note, mortgage or deed of trust, security agreement, financing statement, pledge, assignment, bill of sale and certificate, which is intended to bind the Company or convey or encumber title to its real or personal property, shall be valid and binding for all purposes only if executed by the Member or a duly authorized officer.

4.03. Action Without Meeting.

Any action required to be taken by the Member on behalf of the Company may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Member.

4.04. Officers.

The officers of the Company shall consist of a President, a Secretary and a Treasurer and, if deemed necessary, expedient, or desirable by the Member, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the Member shall designate. Any number of offices may be held by the same person, as the Member may determine.

All officers of the Company shall have the following authority and perform the following duties in the management and operation of the Company:

President. The President shall be the principal executive officer of the Company. Subject to the direction and control of the Member, he or she shall be in charge of the business of the Company; he or she shall see that the resolutions and directions of the Member are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Member; and, in general, he or she shall discharge all duties incident to the office of the President and such other duties as may be prescribed by the Member from time to time. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Company or a different mode of execution is expressly prescribed by the Member, he or she may execute for the Company any contracts, deeds, mortgages, bonds,

or other instruments which the Member has authorized to be executed, and he or she may accomplish such execution either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Member, according to the requirements of the form of the instrument. He or she may vote all securities which the Company is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Company by the Member.

The Vice Presidents. The Vice President (or in the event there is more than one Vice President, each of the Vice Presidents) shall assist the President in the discharge of his or her duties as the President may direct and shall perform such other duties as from time to time may be assigned to him by the President or by the Member. The Member may designate any Vice President as being senior in rank or degree of responsibility and may accord such Vice President the appropriate title designating his senior rank of “Executive Vice President” or “Senior Vice President.” In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Member or by the President if the Member has not made such a designation, or in the absence of any designation, then in the order of seniority of tenure as Vice President) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Company or a different mode of execution is expressly prescribed by the Member, the Vice President (or each of them if there are more than one) may execute for the Company any contracts, deeds, mortgages, bonds or other instruments which the Member has authorized to be executed, and he or she may accomplish such execution either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Member, according to the requirements of the form of the instrument.

The Treasurer. The Treasurer shall be the principal accounting and financial officer of the Company. He or she shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Company; (b) have charge and custody of all funds and securities of the Company, and be responsible therefor and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Member. If required by the Member, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Member may determine.

The Secretary. The Secretary shall: (a) record the minutes of the Member’s meetings in one or more books provided for that purpose; (b) see that all notices are duly given as required by law; (c) be custodian of the Company records; (d) sign with the President, or a Vice President, or any other officer thereunto authorized by the Member any contracts, deeds, mortgages, bonds, or other instruments which the Member has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the Member; (e) perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Member.

Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and Assistant Secretary shall perform such duties as shall be assigned to him or her by the Treasurer or the Secretary, respectively, or by the President or the Member, provided that Assistant Secretaries shall perform only ministerial and clerical acts and shall be without discretionary authority over the affairs and activities of the Company, and further provided that any party dealing with the Company may presume that any certificates, contracts, deeds, mortgages, bonds or other instruments signed by an Assistant Secretary have been duly authorized by the Member. Each Assistant Secretary may sign with the President, or a Vice President, or any other officer thereunto authorized by the Member, any contracts, deeds, mortgages, bonds, or other instruments which the Member has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the Member. Each Assistant Treasurer shall, if required by the Member, give a bond for the faithful discharge of his duties in such sum and with such sureties as the Member shall determine.

All officers of the Company shall have such other authority and perform such duties in the management and operation of the Company as shall be prescribed in any resolutions of the Member prescribing their authority and duties, and shall have such additional authority and duties as are incident to their offices except to the extent that such resolutions may be inconsistent therewith.

4.05. Term of Office.

Each officer shall hold office until the earlier of his or her removal, resignation, or death. The Member may appoint and remove, with or without cause, any officer and fill any vacancy in any office.

5. RIGHTS AND OBLIGATIONS OF MEMBER

5.01. Limitation of Liability.

The Member will not be personally liable for any obligations, liabilities, debts, or losses of the Company, whether arising in tort, contract or otherwise, except as otherwise required by law.

5.02. Right to Indemnification.

Subject to the limitations and conditions provided in this Section 5 and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, because the Indemnified Person was or is a Member or an officer of the Company or the Indemnified Person was or is the legal representative of or a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of a Member or of an officer of the Company, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified

Person in connection with such Proceeding, provided that the Indemnified Person acted in good faith and in a manner that the Indemnified Person reasonably believed to be in, or not opposed to, the best interest of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that the Indemnified Person had reasonable cause to believe that his or her conduct was unlawful.

5.03. Survival.

Indemnification under this Section 5 shall continue for a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity under this Operating Agreement. The rights granted pursuant to this Section 5 shall be deemed contract rights, and no amendment, modification or repeal of this Section 5 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

5.04. Advance Payment.

The right to indemnification conferred by this Section 5 shall include the right to be paid or reimbursed by the Company for the reasonable expenses incurred in advance of the final disposition of the Proceeding and without any determination about the Indemnified Person’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by the Indemnified Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Section 5 and a written undertaking, by or on behalf of the Indemnified Person, to repay all amounts so advanced if it ultimately shall be determined that the Indemnified Person is not entitled to indemnification under this Section 5 or otherwise.

5.05. Nonexclusivity of Rights.

The right to indemnification and the advancement and payment of expenses conferred by this Section 5 shall not be exclusive of any other right which a Person may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Formation or this Operating Agreement, agreements, vote of members, or otherwise.

5.06. Savings Clause.

If any court of competent jurisdiction invalidates Section 5.02 or any portion thereof on any ground, then the Company nevertheless shall indemnify and hold harmless each Indemnified Person against costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any applicable portion of

this Section 5 that shall not have been invalidated and to the fullest extent permitted by applicable law.

5.07. Fiduciary Duties and Obligations.

The Member shall have no fiduciary duties of care, loyalty or otherwise with respect to the Company in his, her, or its capacity as a Member or an officer of the Company.

5.08. Events of Bankruptcy.

Nothing in section 18-304 of the Act shall cause the Member to cease being a Member of the Company.

6. CONTRIBUTIONS TO COMPANY

6.01. Initial Capital Contribution.

The Member shall contribute an amount identified in the signature page of this Operating Agreement as its Initial Capital Contribution to the Company.

6.02. Subsequent Contributions.

The Member shall not be obligated to make any Capital Contributions to the Company other than those set forth in Section 6.01.

6.03. Loans by Members.

The Member may, but is not obligated to, loan to the Company such sums as the Member determines to be appropriate for the conduct of the Company’s business. Any such loans shall bear interest at one percent (1%) above the prime rate of interest charged from time to time by the Company’s bank and shall be on such other terms as the Member may agree.

7. ALLOCATIONS AND DISTRIBUTIONS

7.01. Allocations of Profits and Losses.

The Company shall allocate to the Member all of the Net Profits and Net Losses for each Fiscal Year.

7.02. Distributions of Cash Flow.

Cash Flow shall be distributed to the Member at such time or times as the Member shall determine in its sole discretion.

7.03. Limitation upon Distributions.

(a) The Company neither may make and pay any distribution or return a Capital Contribution if, after the distribution or return of any Capital Contribution, either:

(1) the Company would be insolvent;

(2) the net assets of the Company would be less than zero; or

(3) applicable state law would prohibit such a distribution or return of a Capital Contribution.

(b) The Member may base a determination that it may make a distribution or return a capital contribution under Section 7.03(a) in good faith reliance upon a balance sheet and profit and loss statement of the Company represented to be correct by the Person having charge of the Company’s books of account or certified by an independent public or certified public accountant or firm of accountants fairly to reflect the financial condition of the Company.

8. DISSOLUTION AND TERMINATION

8.01. Dissolution.

The Company shall be dissolved upon the occurrence of any of the following events:

(1) the entry of a decree of judicial dissolution under section 18-802 of the Act;

(2) the expiration of any term fixed pursuant to Section 2.05; or

(3) by the written agreement of the Member.

8.02. Winding Up, Liquidation, and Distribution of Assets.

(a) If the Company is dissolved and its affairs are to be wound up, then the Member is directed to:

(1) sell or otherwise liquidate such of the Company’s assets as may be required to discharge all liabilities of the Company, including any liabilities to the Member, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and

(2) distribute the remaining assets to the Member, such distribution to be made either in cash or in kind, as determined by the Member.

(b) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated.

8.03. Certificate of Cancellation.

When all debts, liabilities, and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, a certificate of cancellation, as required by the Act, shall be executed and filed with the Delaware Secretary of State.

8.04. Effect of Filing of Certificate of Cancellation.

Upon the filing of a certificate of cancellation with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Member shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.

9. TRANSFERABILITY

The Member shall have exclusive and absolute discretion to sell, gift, hypothecate, pledge, assign or otherwise voluntarily transfer all or any portion of its membership interest, including both management rights and economic rights, to any Person at any time under any terms and conditions which the Member deems appropriate. If the Member transfers its entire membership interest, then each transferee shall become a Member without any further action, unless the Member affirmatively states otherwise.

10. MISCELLANEOUS

10.01. Choice of Law.

This Operating Agreement, and its interpretation, shall be governed exclusively by its terms and by the laws of the State of Delaware (other than its conflicts of laws rules) and specifically the Act.

10.02. Amendments.

This Operating Agreement may not be amended except in writing signed by the Member.

10.03. Headings.

The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision of this Operating Agreement.

10.04. Severability.

If any provision of this Operating Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, then the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

10.05. Successors and Assigns.

Each and all of the covenants, terms, provisions and agreements contained in this Operating Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

10.06. Creditors.

None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditors of the Company or of the Member.

10.07. Tax Reporting.

The Company and the Member intend for the Company to be a single member limited liability company for tax reporting purposes.

IN WITNESS WHEREOF, the Member and the Company have executed this Operating Agreement on the date first written above.

MEMBER:		COMPANY:
ServiceMaster Holding Corporation		Halliwell Engineering Associates, LLC
		By:	ServiceMaster Holding Corporation,
			member manager
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber		Douglas W. Colber
	Vice President		Vice President

Initial Capital
Contribution:	$1,000
Member Address:	ServiceMaster Holding Corporation
	One ServiceMaster Way Downers Grove, IL 60515
Membership Interest:	100%

Amendment No. 1

Operating Agreement

of

Halliwell Engineering Associates, LLC

dated 4 November 1999

THIS AMENDMENT is made on 29 November 2001 by and among Halliwell Engineering Associates, LLC, a Delaware limited liability company (“HEA”), ServiceMaster Holding Corporation, a Delaware corporation (“Holding”), and The ServiceMaster Company, a Delaware corporation (“ServiceMaster Parent”).

Recitals

A. The sole member of HEA currently is Holding.

B. Pursuant to that certain Assignment of Membership Interest No. 1, dated 29 November 2001, Holding assigned an one hundred percent (100%) membership interest in HEA (“HEA Membership Interest”) to ServiceMaster Parent, all in accordance with that certain Operating Agreement of HEA, dated 4 November 1999 (“Operating Agreement”).

C. As a result of the transaction effected by the Assignment of Membership Interest No. 1, the sole member of HEA will be ServiceMaster Parent.

D. HEA, Holding, and ServiceMaster Parent now desire to amend the Operating Agreement to reflect ServiceMaster Parent as the sole member of HEA, all according to the terms and conditions of this Amendment.

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Sole Member after Assignment. As a result of the transaction effected by the Assignment of Membership Interest No. 1, ServiceMaster Parent holds the HEA Membership Interest, and the Operating Agreement is amended to reflect ServiceMaster Parent as the sole member of HEA.

2. No Other Changes. The parties make no changes to the Operating Agreement other than the changes described in this Amendment.

Page 1 of 2

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

Halliwell Engineering Associates, LLC		The ServiceMaster Company
By:	ServiceMaster Holding Corporation, sole member
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber		Douglas W. Colber
	Vice President		Vice President and Legal Counsel
ServiceMaster Holding Corporation,
By:	/s/ Douglas W. Colber
	Douglas W. Colber
	Vice President

Page 2 of 2

Amendment No. 2

Operating Agreement

of

Halliwell Engineering Associates, LLC

dated 4 November 1999

THIS AMENDMENT is made on 29 November 2001 by and among Halliwell Engineering Associates, LLC, a Delaware limited liability company (“HEA”), ServiceMaster Management Services, Inc., a Delaware corporation (“SMMS Inc.”), and The ServiceMaster Company, a Delaware corporation (“ServiceMaster Parent”).

Recitals

A. The sole member of HEA currently is ServiceMaster Parent.

B. Pursuant to that certain Assignment of Membership Interest No. 2, dated 29 November 2001, ServiceMaster Parent assigned an one hundred percent (100%) membership interest in HEA (“HEA Membership Interest”) to SMMS Inc., all in accordance with that certain Operating Agreement of HEA, dated 4 November 1999 (“Operating Agreement”).

C. As a result of the transaction effected by the Assignment of Membership Interest No. 2, the sole member of HEA will be SMMS Inc.

D. HEA, ServiceMaster Parent, and SMMS Inc. now desire to amend the Operating Agreement to reflect SMMS Inc. as the sole member of HEA, all according to the terms and conditions of this Amendment.

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Sole Member after Assignment. As a result of the transaction effected by the Assignment of Membership Interest No. 2, SMMS Inc. holds the HEA Membership Interest, and the Operating Agreement is amended to reflect SMMS Inc. as the sole member of HEA.

2. No Other Changes. The parties make no changes to the Operating Agreement other than the changes described in this Amendment.

Page 1 of 2

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

Halliwell Engineering Associates, LLC		The ServiceMaster Company
By:	The ServiceMaster Company, sole member
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber		Douglas W. Colber
	Vice President and Legal Counsel		Vice President and Legal Counsel
ServiceMaster Management Services, Inc.
By:	/s/ John A. Vasko
	John A. Vasko
	Vice President

Page 2 of 2

EX-3.45

Exhibit 3.45

CERTIFICATE OF FORMATION

OF

ARAMARK ENTERTAINMENT, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK ENTERTAINMENT, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox
	Organizer

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EX-3.46

Exhibit 3.46

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK ENTERTAINMENT, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Entertainment, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Entertainment, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on November 2, 1967, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Entertainment, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Sports and Entertainment Group, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

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3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Group, LLC, a Delaware limited liability company, formerly, ARAMARK Sports and Entertainment Group, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

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11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Group, LLC Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

4

EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

OF

ARAMARK EXECUTIVE MANAGEMENT SERVICES USA, INC.

FIRST: The name of the corporation is:

ARAMARK Executive Management Services USA, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or

on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this eleventh day of February, 2000.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.48

Exhibit 3.48

February 11, 2000

BY-LAWS

of

ARAMARK Executive Management Services USA, Inc.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

2

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.49

Exhibit 3.49

CERTIFICATE OF FORMATION

OF

ARAMARK FACILITIES MANAGEMENT, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FACILITIES MANAGEMENT, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox
	Organizer

EX-3.50

Exhibit 3.50

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FACILITIES MANAGEMENT, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Facilities Management, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Facilities Management, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Facilities Management, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK/HMS, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK/HMS, LLC, a Delaware limited liability company, formerly, ARAMARK/HMS Company, a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK/HMS, LLC Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

4

EX-3.51

Exhibit 3.51

ARTICLES OF INCORPORATION

OF

OGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA

* * * * *

To the Secretary of State

of the State of Iowa:

We, the undersigned, acting as incorporators of a corporation under the Iowa Business Corporation Act, Chapter 496A, Code of Iowa, adopt the following Articles of Incorporation for such corporation:

I. The name of the corporation is

OGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA

II. The purpose or purposes which it is authorized to pursue are:

The transaction of any or all lawful business for which the corporation may be incorporated under the Iowa Business Corporation Act.

III. The aggregate number of shares which the corporation has authority to issue is one hundred (100) with a par value of One Dollar ($1.00) each.

IV. The address of the initial registered office of the corporation in the County of Polk is 222 Grand Avenue, c/o C T Corporation System, Des Moines, Iowa 50312, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.

V. The number of directors constituting the initial Board of Directors of the corporation is four (4), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
R. RICHARD ABLOW	c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121
CONSTANTINE G. CARAS	c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121
ROBERT M. DIGIA	c/o Ogden Alliance Services Corporation 2 Pennsylvania Plaza New York 10121
SALVATORE S. FERRARA	c/o Ogden Corporation 2 Pennsylvania Plaza New York 10121

2

VI. he name and address of each incorporator is:

NAME	ADDRESS
RICHARD A. McGUIRK	1633 Broadway New York, New York 10019
BARRY CHRISTOPHER PAIGE	1633 Broadway New York, New York 10019
JOHN M. MASTANDREA	1633 Broadway New York, New York 10019

Dated: January 13, 1988.
	/s/ Richard A. McGuirk
	Richard A. McGuirk
	/s/ Barry Christopher Paige
	Barry Christopher Paige
	/s/ John M. Mastandrea
	John M. Mastandrea

STATE OF NEW YORK)

SS:

COUNTY OF NEW YORK)

On this 13^th day of January, A.D. 1988, before me, TIMOTHY E. CARLSON, personally appeared RICHARD A. McGUIRE, BARRY CHRISTOPHER PAIGE and JOHN M. MASTANDREA, to me known to be the persons named in and who executed the foregoing Articles of Incorporation, and acknowledged that they executed the same as their voluntary act and deed.

/s/ Timothy E. Carlson

Timothy E. Carlson

Notary Public in and for the State of New York.

TIMOTHY E. CARLSON

Notary Public State of New York

No. 41-4846964

Qualified to Queens County

Certificate filed in New York County

Commission expires Feb. 23, 1997

3

Articles of Amendment of

the Articles of Incorporation of

Ogden Allied Facility Management Corporation of Iowa

To the Secretary of State of the State of Iowa:

Pursuant to the provisions of the Iowa Business Corporation Act, Section 493B, 1006, the undersigned corporation hereby amends its Articles of Incorporation, and for that purpose, submits the following Statement:

1. The name of the corporation is Ogden Allied Facility Management Corporation of Iowa

2. On December 19, 1990 the corporation adopted the following amendment(s) of its Articles of Incorporation:

(Type of attach the complete text of each amendment)

3. The manner, if not set forth in the amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:

4. Complete either a or b, whichever is applicable:

(a) x Amendment(s) adopted by shareholder action.

At the date of adoption of the amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was:

Voting Group	Number of Outstanding Shares	Number of Votes Entitled To Be Cast	Number of Votes Represented at the Meeting	Number of Undisputed Shares Voted
				For	Against
Common Stock	100	100	100	100	0

(b) ¨ The amendment(s) (was) (were) duly adopted by the incorporators or board of

directors without shareholder approval, as shareholder action is not required.

5. Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State;

Dated December 20, 1990	Ogden Allied Facility Management Corporation of Iowa
	By	/s/ Peter Allen
		Peter Allen, Vice President, Secretary
		(Print name and title)

ODGDEN ALLIED FACILITY MANAGEMENT CORPORATION OF IOWA

Action by Unanimous Consent in Writing

of the Sole Shareholder in Lieu of Meeting

December 19, 1990

The undersigned, constituting the holder of all the outstanding shares of stock of Ogden Allied Facility Management Corporation of Iowa, an Iowa corporation, by unanimous consent in writing pursuant to the authority of Section 496A.140 of the Iowa Business Corporation Act, without the formality of convening a meeting, does hereby consent to the following action by the Corporation:

RESOLVED, that the Certificate of Incorporation of Ogden Allied Facility Management Corporation of Iowa by amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“The name of the corporation is Ogden Facility Management Corporation of Iowa.”

and it is further

RESOLVED, that the officers of this Corporation and each of them be and they hereby are authorized to execute and deliver all documents and take all actions which in their opinion are necessary or desirable to expand or implement the foregoing resolution.

OGDEN ALLIED ENTERTAINMENT SERVICES, INC.

/s/ Peter Allen

Peter Allen

Senior Vice President, Secretary

ELAINE BAXTER Secretary of State State of Iowa Statement of Change of Registered Office or Registered Agent or Both

Pursuant to the provisions of the Iowa Business Corporation Act or the Iowa Nonprofit Corporation Act, the corporation submits the following statement to change the registered office or registered agent or both, in Iowa:

1. The name of the corporation is OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA

2. The address of the registered office as it currently appears on the records of the secretary of state

2222 Grand Avenue	Des Moines	Iowa	50312
Street	City	State	Zip

3. The address of the new registered office of the corporation is c/o The Prentice-Hall Corporation System, Inc.

729 Insurance Exchange Building	Des Moines	Iowa	50309
Street	City	State	Zip

4. The name of the registered agent as it currently appears on the records of the secretary of state C T Corporation System

5. The name of the new registered agent is The Prentice-Hall Corporation System, Inc.

6. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

7.      Signature	/s/ Peter Allen
Type or print name and title Peter Allen, Vice President & Secretary

COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED. The undersigned consents to be appointed registered agent for the corporation named in this statement.

Name of new agent The Prentice-Hall Corporation System, Inc.

Signature By:	/s/ Vicki Schreiber
	Vicki Schreiber, Asst. Vice President

The information you provide will be open for public inspection under Iowa Code section 22.11

PLEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING

ARTICLES OF AMENDMENT

OF

OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to Section 1006 of the Iowa Business Corporation Act, the undersigned corporation adopt the following amendment(s) to the corporation’s Articles of Incorporation.

1. The name of the corporation is Ogden Facility Management Corporation of Iowa.

2. The Certificate of incorporation of Ogden Facility Management Corporation of Iowa, be amended by changing the first Article thereof so that, as amended, said Article shall be and read as follows

The name of the corporation is: ARAMARK Facility Management Corporation of Iowa

3. The date of adoption of the amendment was August 17, 2000.

4. The amendment was approved by the sole shareholder. The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting is as follows:

There are 100 shares of Common Stock outstanding.

ALL of said shares were voted in favor of the amendment.

5. The Certificate of incorporation shall be further amended by naming a new Registered Agent and Registered Address for service of process:

New Agent Name:	CT Corporation System
New Agent Address:	2222 Grand Avenue Des Moines, Iowa 50312

OGDEN FACILITY MANAGEMENT CORPORATION OF IOWA
By:	/s/ David I. Buckman
	David I. Buckman
	Assistant Secretary

COMPLETE THIS ITEM ONLY IF REGISTERED AGENT IS CHANGED.

The undersigned consents to be appointed registered agent for the corporation named in this statement.

Name of new agent	C T Corporation System
Signature	/s/ Ann J. Williams
	Ann J. Williams Assistant Vice President

The information you provide will be open for public inspection under Iowa Code, section 22.11.

FILED

IOWA

SECRETARY OF STATE

8-18-2000

1:39 PM

CHESTER J. CULVER	LUCAS BUILDING, FIRST FLOOR
IOWA SECRETARY OF STATE	DES MOINES, IOWA 50319

No.: W00315246

490 DP-119636

ARAMARK FACILITY MANAGEMENT CORPORATION

CT CORPORATION SYSTEM

2222 GRAND AVE

DES MOINES, IA 50312

Date: August 5, 2002

CERTIFICATE OF DISSOLUTION

The corporation named above is administratively dissolved pursuant to Iowa Code sections 490.1420(1) and 490.1421, effective as of the date on this certificate. The ground for dissolution is the corporation’s failure to deliver its 2002 Biennial Report to the secretary of state in a form that met the requirements of section 490.1622 within sixty days after the Report was due.

/s/ Chester J. Culver

CHESTER J. CULVER SECRETARY OF STATE

EX-3.52

Exhibit 3.52

August 17, 2000

BY-LAWS

of

ARAMARK FACILITY MANAGEMENT CORPORATION OF IOWA

(Formerly Ogden Facility Management Corporation of Iowa)

Incorporated under the laws of Iowa

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

2

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.53

Exhibit 3.53

CERTIFICATE OF FORMATION

OF

ARAMARK FACILITY SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Facility Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 7^th day of February, 2007.

By:	LILLY DORSA
	Lilly Dorsa Organizer

EX-3.54

Exhibit 3.54

OPERATING AGREEMENT

OF

ARAMARK FACILITY SERVICES, LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Facility Services, LLC, (the “Company”), dated and effective as of February 8, 2007 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Facility Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

	ARAMARK Services, Inc. Sole Member
By:	/s/ Thomas M. Molchan
	Thomas M. Molchan, Vice President

EX-3.55

Exhibit 3.55

CERTIFICATE OF FORMATION

OF

ARAMARK FHC BUSINESS SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Business Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC BUSINESS SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.56

Exhibit 3.56

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC BUSINESS SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Business Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Business Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC

/s/ Laurence G. Miller

Laurence G. Miller, Vice President

EX-3.57

Exhibit 3.57

CERTIFICATE OF FORMATION

OF

ARAMARK FHC CAMPUS SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Campus Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC CAMPUS SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC CAMPUS SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Campus Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Campus Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller
	Vice President

EX-3.59

Exhibit 3.59

CERTIFICATE OF FORMATION

OF

ARAMARK FHC CORRECTIONAL SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Correctional Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC CORRECTIONAL SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.60

Exhibit 3.60

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC CORRECTIONAL SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Correctional Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Correctional Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller
	Vice President

EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION

OF

ARAMARK FHC HEALTHCARE SUPPORT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Healthcare Support Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC HEALTHCARE SUPPORT SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.62

Exhibit 3.62

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC HEALTHCARE SUPPORT SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Healthcare Support Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Healthcare Support Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller, Vice President

EX-3.63

Exhibit 3.63

Kansas Secretary of State
For Profit Articles of Incorporation	CF

All information must be completed or this document will not be accepted for filing.

1.      Name of the corporation		10-03-2002	09:16:00
	Fine Host Kansas, Inc.	051	$75.00
		0797	01
		3376498	pp
2.      Address of registered office in Kansas:		00434549

(Address must be a street address. A post office box is unacceptable.)

c/o The Corporation Company, Inc., 515 South Kansas Avenue

Street Address

Topeka Kansas 66603

Name of resident agent at above address:

The Corporation Company, Inc.

3. Name of corporation’s business or purpose: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Kansas.

4. Total number of shares that this corporation is authorized to issue:

1,000 shares of common stock, class           par value of 0 dollars each

          shares of common stock, class           par value of      dollars each

          shares of common stock, class           without nominal or par value

          shares of common stock, class           without nominal or par value

State any designations, powers, rights, limitations or restrictions applicable to any class of stock or any special grant of authority to be given by the board of directors: None

5. Name and mailing address of incorporation(s):

Ellen Keats - - Fine Host Corporation

3 Greenwich Office Park

Greenwich, CT 06831

6. Name and mailing address of each person who is to serve as a director:

Ellen Keats – Sole Director, Fine Host Corporation

3 Greenwich Office Park

Greenwich, CT 06831

7. Is this corporation perpetual?    Yes  x    No  ¨

If no, the term for which the corporation is to exist                                                                                               

- Tax closing date, if known                                                                                  

I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the 2^nd of October , 2002 .

          Day       Month         Year

(Signatures must correspond exactly to the names of the incorporators listed in Article 5.)

/s/ Ellen Keats

Ellen Keats, Sr. VP, General Counsel

Mailing Information

Where would you like the Secretary of State’s office to send official mail? If no address is given, the mail will be sent to the registered office.

Fine Host Corp., 3 Greenwich Office Park, Greenwich, CT 06831

Street Address                                                                          City                   State  Zip Code

The mail should be addressed to the following named individual: Legal Dept.

Please submit this form in duplicate with the $75 filing fee.

Contact Information

Kansas Secretary of State

Ron Thornburgh

Memorial Hall, 1^st Floor

120 SW 10^th Avenue

Topeka, KS 66612-1240

785-296-4564

kssos@kssos.org

www.kssos.org

2

Kansas Secretary of State
For Profit Corporation Certificate of Amendment	AP

All information must be completed or this document will not be accepted for filing.

1.      Name of the corporation	03-26-2003	14:13:00
Fine Host Kansas, Inc.	053	$20.00
Name must match the name on record with the Secretary of State	0801	01
	3376498	AA
2.      The articles of incorporation are amended as follows:	00582885
ARAMARK FBC Kansas, LLC

3. The amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602.

I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct.

Executed on the 25th of March , 2000 .

          Day         Month      Year

	/s/ illegible
	President or Vice President
Attest:	/s/ Megan C. Timmins
	Secretary or Assistant Secretary

Please submit this form in duplicate with the $20 filing fee.

Contact Information

Kansas Secretary of State

Ron Thornburgh

Memorial Hall, 1^st Floor

120 SW 10^th Avenue

Topeka, KS 66612-1240

785-296-4564

kssos@kssos.org

www.kssos.org

State of Kansas/Corporations	Form CC
Certificate of Correction

Name of corporation: ARAMARK FHC Kansas, LLC

We, Alexander P. Marino, President or Vice President, and Megan C. Timmins, Secretary or Assistant	04-02-2003	07:54:00
Secretary of the above named corporation hereby certify to the Secretary of State the following	053	$20.00
correction to the For Profit Corporations Certificate of Amendment.	3534	01
Name of incorrect document	3376498	AA
	00589636

2. The Articles of Incorporation are amended as follows:

The new name of the corporation shall be ARAMARK FHC Kansas, Inc.

We certify that this correction is made in accordance with K.S.A. 17-6003(f).

IN TESTIMONY WHEREOF, We have hereunder subscribe our names this 1^st day of April, 2003.

                                                                                                                                                                     Year

/s/ Alexander P. Marino

Alexander P. Marino

Attest:

/s/ Megan C. Timmins

Secretary

Megan C. Timmins

EX-3.64

Exhibit 3.64

March 21, 2003

BY-LAWS

of

ARAMARK FHC KANSAS, INC.

Incorporated under the laws of Kansas

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders

entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

2

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.65

Exhibit 3.65

CERTIFICATE OF FORMATION

OF

ARAMARK FHC REFRESHMENT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Refreshment Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC REFRESHMENT SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.66

Exhibit 3.66

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC REFRESHMENT SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Refreshment Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Refreshment Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller, Vice President

EX-3.67

Exhibit 3.67

CERTIFICATE OF FORMATION

OF

ARAMARK FHC SCHOOL SUPPORT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC School Support Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC SCHOOL SUPPORT SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC SCHOOL SUPPORT SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC School Support Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC School Support Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller Vice President

EX-3.69

Exhibit 3.69

CERTIFICATE OF FORMATION

OF

ARAMARK FHC SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this eleventh day of February, 2003.

ARAMARK FHC SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Services, LLC, (the “Company”), dated and effective as of February 11, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

2

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

3

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller
	Vice President

EX-3.71

Exhibit 3.71

CERTIFICATE OF FORMATION

OF

ARAMARK FHC SPORTS AND ENTERTAINMENT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC Sports and Entertainment Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this seventeenth day of January, 2003.

ARAMARK FHC SPORTS AND ENTERTAINMENT SERVICES, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC SPORTS AND ENTERTAINMENT SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC Sports and Entertainment Services, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC Sports and Entertainment Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK FHC, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
	/s/ Laurence G. Miller
	Laurence G. Miller, Vice President

EX-3.73

Exhibit 3.73

CERTIFICATE OF FORMATION

OF

ARAMARK FHC, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FHC, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ARAMARK FHC, LLC this second day of October 2002.

ARAMARK FHC, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.74

Exhibit 3.74

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FHC, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FHC, LLC (the “Company”), dated and effective as of October 2, 2002, is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc. (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FHC, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

2

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers. ARAMARK shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

SOLE MEMBER:
ARAMARK Services, Inc.
By:	/s/ Michael O’Hara
	Michael O’Hara
	Vice President

3

EX-3.75

Exhibit 3.75

CERTIFICATE OF INCORPORATION

OF

ARASERVE GROUP, INC.

FIRST: The name of the corporation is ARASERVE Group, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of

creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 30th day of August, 1989.

/s/ Lily Dorsa

Lilly Dorsa

Incorporator

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

ARASERVE GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARASERVE GROUP, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Food and Support Services Group, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ARASERVE GROUP, INC. has caused this certificate to be signed by Michael O’Hara, its vice president and attested by Priscilla M. Bodnar, its secretary, this 3^rd day of October, 1994.

ARASERVE GROUP, INC.
By:	/s/ Michael O’Hara
	Michael O’Hara, Vice President

ATTEST:
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * * *

ARAMARK Food and Support Services Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARAMARK Food and Support Services Group, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Global Food & Support Services, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ARAMARK Food and Support Services Group, Inc. has caused this certificate to be signed by Michael O’Hara, its Vice President and attested by Priscilla M. Bodnar, its Assistant Secretary, this 24th day of September, 1996.

ARAMARK Food and Support Services Group, Inc.
By:	/s/ Michael O’Hara
	Michael O’Hara Vice President

ATTEST:
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar Secretary

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF

AMENDMENT OF THE CERTIFICATE OF INCORPORATION

OF ARAMARK GLOBAL FOOD & SUPPORT SERVICES, INC.

FILED IN THE OFFICE OF THE SECRETARY OF

STATE OF DELAWARE ON SEPTEMBER 27, 1996

ARAMARK Global Food & Support Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

1. The name of the corporation is ARAMARK Global Food & Support Services, Inc.

2. That a Certificate of Amendment of Certificate of Incorporation was filed with the Secretary of State of Delaware on September 27, 1996 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is in the name of the corporation.

4. Article FIRST of the Certificate is corrected to read as follows:

The name of the corporation is:

ARAMARK Global Food and Support Services Group, Inc.

IN WITNESS WHEREOF, said ARAMARK Global Food & Support Services, Inc. has caused this Certificate to be signed by Michael O’Hara, its Vice President, this 10th day of October, 1996.

ARAMARK Global Food & Support Services, Inc.
By:	/s/ Michael O’Hara
	Vice President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * * *

ARAMARK Global Food and Support Services Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARAMARK Global Food and Support Group, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Food and Support Services Group, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ARAMARK Global Food and Support Services Group, Inc. has caused this certificate to be signed by Priscilla M. Bodnar, its Secretary, this 12th day of November, 1997.

ARAMARK Global Food and Support Services Group, Inc.
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

EX-3.76

Exhibit 3.76

ARASERVE Group, Inc.

September 20, 1989

BY-LAWS

of

ARASERVE GROUP, INC.*

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof

* Name changed to ARAMARK Food and Support Services Group as of 10/11/94.

* Name changed to ARAMARK Global Food and Support Services Group, Inc. as of 9/27/96.

* Name changed to ARAMARK Food and Support Services Group as of 11/19/97.

(including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary.

The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.77

Exhibit 3.77

CERTIFICATE OF FORMATION

OF

ARAMARK FOOD SERVICE, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FOOD SERVICE, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox Organizer

EX-3.78

Exhibit 3.78

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FOOD SERVICE, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Food Service Corporation, a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Food Service, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Food Service, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Entertainment, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Entertainment, LLC, a Delaware limited liability company, formerly, ARAMARK Entertainment, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

	ARAMARK ENTERTAINMENT, LLC Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland Treasurer

4

EX-3.79

Exhibit 3.79

Articles of Incorporation

We, the undersigned, incorporated hereby associate ourselves together to form and establish a corporation FOR profit under the laws of the State of Kansas.

Article One: The name of the corporation is Ogden Food Service Corporation of Kansas.

Article Two: The address of the registered office in Kansas is: Ste. 1108 S. Kansas Ave., Topeka, Shawnee 66603 and the name of the resident agent in charge thereof at the above address is: The Prentice-Hall Corporation System, Kansas, Inc.

Article Three: This corporation is organized for profit and the nature of its business or purposes to be conducted or promoted is: Provide various management and operation services to the entertainment industry and to engage in any lawful act or activity for which corporations may be organized under the general Kansas corporation code, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.

Article Four: The total number of shares which the corporation shall be authorized (illegible) is as follows:

100	shares of	common	stock class	par value of x	1.00	each
	shares of		stock class	par value of x		each
	shares of		stock class	without nominal or par value
	shares of		stock class	without nominal or par value

If applicable, state in the space below                      powers, preferences, rights, qualifications, limitations or restrictions applicable to any class of stock on any special                      of authority to be given to the board of directors:

Article Five: The name and mailing address of each corporation is as follows: c/o Ogden Services Corp., Two Pennsylvania Plaza, New York 10121.

Article Six: The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:

R. Richard Ablon, c/o Ogden Services Corp., Two Pennsylvania Plaza, New York, NY 10121

Peter Allen, c/o Ogden Services Corporation, Two Pennsylvania Plaza, New York, NY 10121

C. G. Caras, c/o Odgen Services Corp., Two Pennsylvania Plaza, New York, NY 10121

Robert DiGia, c/o Ogden Services Corp., Two Pennsylvania Plaza, New York, NY 10121

Article Seven: Is this corporation to exist perpetually?    Yes  x    No  ¨ If no, the term for which this corporation is to exist is                                              .

Article Eight: The corporation’s annual fiscal year closing date is (if known) December, 31 .

                                                                                                                                                                                  Month,             day

In Testimony Whereof we have hereunto subscribed our names this 12^th day of February, A.D. 1993.

(Signatures must correspond to the names of the incorporator(s) listed in Articles Five.)

/s/ J.L. Effinger

J.L. Effinger

2

State of New York	)
	) ss.
County of New York	)

Before me, a Notary Public in and for said county and state, personally appeared J.L. Effinger who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same.

In Witness Whereof, I have hereunto subscribed my name and affixed my official seal, this 12th day of February, A.D. 1993.

My appointment or commission expires October 1, 1994.

PLEASE SUBMIT THIS DOCUMENT IN DUPLICATE

WITH $75 FILING FEE, TO:

Secretary of State

2nd Floor, State Capital

Topeka KS 66612-1594

(913) 296-2236

3

CERTIFICATE OF CHANGE OF ADDRESS OF RESIDENT AGENT’S OFFICE

IN COMPLIANCE WITH             17-6204

I, John H. Pelletier, Assistant Vice President of The Prentice-Hall Corporation System, Kansas, Inc., do hereby certify for and on behalf of said corporation that The Prentice-Hall Corporation System, Kansas, Inc., a corporation organized and existing under and by virtue of the laws of the state of Kansas, is the resident agent of the corporation per the attached list.

I further certify that The Prentice-Hall Corporation System, Kansas, Inc., as resident agent for the corporations named on the attached list, has maintained the registered office of each said corporation at the address of Suite 1108, 534 South Kansas Avenue, Topeka, Shawnee County Kansas 66603, with the office of the Secretary of State.

I further certify that the new address to which such resident agent of each said corporation is hereby changed effective December 20, 1999 is 200 S.W. 30th Street, Topeka, Shawnee County, Kansas 66611, where, at said new address, such resident agent will thereafter maintain a registered office for each of the corporations per the attached list.

Dated: December 16, 1999

/s/ John H.P. Pelletier

John H. P. Pelletier, Assistant Vice President

Attest:

/s/ Vicki Schreiber

Vicki Schreiber, Asst Secretary

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF NEW YORK	)

BE IT REMEMBERED that, on December 16th, 1999, before me, Merryl Wiener, a Notary Public duly authorized by law to take acknowledgement of deeds, personally came John H. Pelletier, Assistant Vice President of The Prentice-Hall Corporation System, Kansas, Inc., and Vicki Schreiber, Assistant Secretary of said corporation, who are known to me, and who each executed the foregoing Certificate of Change of Address of Resident Agent’s Office before me and acknowledged the same to be his act and deed and the act and deed of said corporation, and acknowledged that the facts stated therein are true.

Given under my hand and official seal on December 16, 1999

/s/ Merryl Wiener

Notary Public

Notarial Seal

1691997	ABILENE SUPER 8, INC.
644542	AGRI-GRAPHICS, INC.
61499	ALEXANDER & ALEXANDER OF KANSAS INC.
1834720	APPLIED BIOCONCEPTS INC.
2184588	ASC TELECOM, INC.
321141	ASSOCIATED CONSTRUCTION SERVICES, INC.
2200442	BED BATH & BEYOND OF OVERLAND PARK INC.
906057	CHARTER BEHAVIORAL HEALTH SYSTEM OF KANSAS CITY, INC.
931550	CHARTER WICHITA BEHAVIORAL HEALTH SYSTEM, INC.
746396	CHILI’S OF KANSAS, INC.
2242634	CHOICEPOINT HEALTH SYSTEMS INC.
2436640	COLUMBIA MID-WEST DIVISION, INC.
383747	DAY SURGERY, INC.
1668482	DIAMOND DEVELOPMENT, INC.
2221141	DODGE CITY HEALTHCARE PARTNER, INC.
406991	FASHION CONSPIRACY-KANSAS, INC.
2193290	FINANCIAL ALTERNATIVE RESOURCES, INC.
1572817	FINANCIAL PLANNING PARTNERS, LTD.
1634922	FRANK CRYSTAL & CO., INC. (MIDWEST)
2309078	GOLDEN ARCH OF KANSAS, INC.
584433	HARVEST BRANDS, INC.
2096469	HOST INTERNATIONAL, INC. OF KANSAS
65748	J.B.N. TELEPHONE COMPANY, INC.
589648	JOLLY OX CLUB OF KANSAS, INC.
697813	KAISER FOUNDATION HEALTH PLAN OF KANSAS CITY, INC.
244079	KANSAS CHRISTIAN HOME, INC. (DISCIPLES OF CHRIST)
786897	KANSAS HOSPITALITY SERVICES, INC.
1560200	KCWE-TV, INC.
2329373	KSA MANAGEMENT, INC.
820068	MCCAW COMMUNICATIONS OF ST. JOSEPH, INC.
457275	MCDONALD’S RESTAURANTS OF KANSAS, INC.
2446367	MEDICAL HOLDINGS, INC.
694646	MEDICAL MANAGEMENT, INC.
1597004	MEDITRUST OF KANSAS, INC.
2290062	MMS KANSAS CITY, INC.
741397	NATIONAL BASEBALL CONGRESS, INC.
7440472	NATIONAL DRUG & SAFETY LEAGUE
7228067	NATIONAL EMERGENCY MEDICINE ASSOCIATION, INC.
622456	NATIONAL ENVELOPE CORP. MIDWEST
7190382	NORTH SHORE ANIMAL LEAGUE, INC.

Page 1 of 2

698035	OB-GYN DIAGNOSTICS, INC.
2049013	OGDEN FOOD SERVICES CORPORATION OF KANSAS
2212561	OVERLAND PARK HOMECARE SERVICES, INC.
872259	PRECISIONAIRE OF THE MIDWEST, INC.
1632272	QUEST FUTURES GROUP, INC.
122713	SCI KANSAS FUNERAL SERVICES, INC.
916965	SECTION FOUR OF THE ROLLER SKATING RINK OPERATORS ASSOCIATION
623065	SERVICES OF KANSAS, INC.
41562	SJL OF KANSAS CORP.
2252583	SPRINT HEALTHCARE SYSTEMS, INC.
2429777	SPRINT INTERNATIONAL HOLDING, INC.
2283141	SPRINT IRIDIUM, INC.
2457125	SPRINT VENTURES, INC.
2389757	SPRINTCOM, INC.
865550	SURGICARE OF WICHITA, INC.
920033	SURGICENTER OF JOHNSON COUNTY, INC.
236968	THE AMERICAN ASSOCIATION OF TEACHERS OF SPANISH AND PORTUGUESE, INC.
2478600	TOTAL HEALTHCARE, INC.
2316792	UC PHONECO, INC.
86082	UNITED STATES CORPORATION COMPANY
2316800	UST PHONECO, INC.
1789445	UTI HOLDING COMPANY, INC.
2372076	VILLA PIZZA OF KANSAS, INC.
2372084	VILLA RESTAURANT, INC.
224956	WHCMB OVERLAND PARK, INC.
346452	WINDSOR AT BARCLAY SQUARE, INC.
556514	WINDSOR AT CEDARBROOKE, INC.
346445	WINDSOR AT EASTBOROUGH, INC.
346429	WINDSOR AT ROCKBOROUGH, INC.
556522	WINDSOR AT WOODBROOKE, INC.
556506	WINDSOR AT WOODGATE, INC.

Page 2 of 2

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

OGDEN FOOD SERVICE CORPORATION OF KANSAS

We, Michael O’Hara, Vice President, and Priscilla M. Bodnar, Secretary of Ogden Food Service Corporation of Kansas, a corporation organized and existing under the laws of the State of Kansas, and whose registered office is at the Corporation Company, 515 South Kansas Avenue, in the city of Topeka, Kansas 66603, do hereby certify that by unanimous consent of the Board of Directors of said corporation dated the 2nd day of June, 2000, said board adopted a resolution setting forth the following amendment to the Articles of Incorporation and declaring its advisability.

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article First thereof so that, as amended said Article shall be and read as follows:

The name of the Corporation is:

ARAMARK Food Service Corporation of Kansas.

In lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent the said amendment.

We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.

IN WITNESS WHEREOF we have hereunto set our hands and affixed the seal of said corporation this 2nd day of June, 2000.

/s/ MichaelO’Hara

Michael O’Hara, Vice President

/s/ Priscilla M. Bodar

Priscilla M. Bodnar, Secretary

State of Pennsylvania	)
	)	ss.
County of Philadelphia	)

Be it remembered that before me, a Notary Public in and for the aforesaid county and state, personally appeared: Michael O’Hara, Vice President and Priscilla M. Bodnar, Secretary of Ogden Food Corporation of Kansas, a corporation, who are known to me to be the same persons who executed the foregoing Certificate of Amendment to Articles of Incorporation, and duly acknowledged the execution of the same this 2nd day of June, 2000.

/s/ Eileen Richardson

Notary Public

[SEAL]

My appointment or commission expires December 24, 2001

THIS FORM MUST BE SUBMITTED TO THIS OFFICE IN DUPLICATE.

THE FILING FEE OF $20 MUST ACCOMPANY THIS DOCUMENT.

MAIL THIS DOCUMENT, WITH FEE, TO:

Secretary of State

Capitol, 2^nd Floor

Topeka, KS 66612

Secretary of State/Corporation Division

Change of Registered Office or Agent

We, Michael O’Hara, President or Vice President and Priscilla M. Bodnar, Secretary or Assistant Secretary of ARAMARK Food Services Corporation of Kansas, a corporation organized and existing under and by virtue of the laws of the state of Kansas, do hereby certify that at a meeting of the board of directors of said corporation the following resolution was duly adopted:

Be it resolved that the Registered Office in the State of Kansas of said corporation be changed to:

c/o The Corporation Company, Inc., 515 South Kansas Avenue, Topeka, Shawnee County, KS 66608
Street and Number                                     Town or City                                 County                                             State	Zip Code

Be it further resolved that the Resident Agent of said corporation in the state of Kansas be changed to:

THE CORPORATION COMPANY, INC.

Individual or Kansas Corporation

The President and Secretary are hereby authorized to file and record the same in the manner as required by law.

/s/ Michael O’Hara

Michael O’Hara, Vice President

/s/ Priscilla M. Bodnar

Priscilla M. Bodnar, Secretary

State of Pennsylvania	)
	)	ss.
County of Philadelphia	)

Before me, a Notary Public, came Michael O’Hara, President, Vice President and Priscilla M. Bodnar, Secretary, Assistant Secretary of the above-named corporation, who are known to me to be the persons who executed the foregoing certificate in their official capacities and duly acknowledged the execution of the same this 13^th day of June, 2000.

                                                                                                                                                                                                    Year

/s/ Ellen Richardson

Notary Public

[Seal]

My commission or appointment expires 2/24/01

Month Year

Please submit this form in duplicate, with $10 filing fee, to:

Ron Thornburgh, Secretary of State, 2nd Floor, State Capitol, 360 S.W. 10th Avenue,

Topeka, KS 66612-1594, (785) 296-4364

2

Kansas Secretary of State          

Certificate of Corporation Reinstatement    RR

All information must be completed or this document will not be accepted for filing.

1. The name of the corporation as it existed when the corporation forfeited:

ARAMARK Food Service Corporation of Kansas

2. Address of registered office in Kansas: (Address must be a street address. A post office box is unacceptable.)

515 South Kansas Avenue

Topeka, Kansas 66603

   City           State        Zip Code

Name of resident agent at the registered office: The Corporation Company, Inc.

3. The corporation was organized in the state of Kansas

4. The corporate existence or authority to engage in business in the state of Kansas: (Select one)

x      Has been forfeited for failure to timely file its annual report and pay its franchise tax. Has expired or will expire on the      day of                     ,         . Is this corporation perpetual?    Yes  ¨    No  ¨ If no, the term for which this corporation is to exist                             . Has been forfeited for failure to designate or maintain a resident agent and registered office. Extension to file was
granted; due on 6/15/2002

This certificate is filed by the authority of duly elected directors or members of the governing body of the corporation in compliance with the provisions of K.S.A. 17-7002.

I/We (circle one) declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct: Executed on the 17th of May , 2002 .

                                   Day            Month   Year

		Attest:
/s/ illegible	and	/s/ David I. Buckman
President or Vice President		Secretary or Assistant Secretary David I. Buckman

Both signatures are required

EX-3.80

Exhibit 3.80

June 2, 2000

BY-LAWS

of

ARAMARK Food Service Corporation of Kansas

Incorporated under the laws of Kansas

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders

entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

2

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.81

Exhibit 3.81

Form 205 (Revised 01/06)   Return in duplicate to: Secretary of State P.O.Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709 Filing Fee: $300 Certificate of Formation Limited Liability Company This space reserved for office use.

Article 1— Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

ARAMARK Food Service of Texas, LLC

The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2—Registered Agent and Registered Office

(Select and complete either A or B and complete C)

x A. The initial registered agent is an organization (cannot be entity named above) by the name of:

C T Corporation System

OR

¨ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name		M.I.	Last Name			Suffix
C. The business address of the registered agent and the registered office address is:
350 N. St. Paul Street			Dallas		TX	75201
Street Address		City			State	Zip Code
Article 3—Governing Authority (Select and complete either A or B and provide the name and address of each governing person.)
¨ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.
x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.
NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name			Suffix
OR
	IF ORGANIZATION
	ARAMARK Food Service, LLC
	Organization Name
ADDRESS OF GOVERNING PERSON
1101 Market Street			Philadelphia	PA		19107
Street or Mailing Address			City	State	Country Code	Zip Code

Form 205

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name			Suffix
OR
	IF ORGANIZATION
.
	Organization Name
ADDRESS OF GOVERNING PERSON
Street or Mailing Address			City	State	Country Code	Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization, but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name			Suffix
OR
	IF ORGANIZATION
.
	Organization Name
ADDRESS OF GOVERNING PERSON
Street or Mailing Address			City	State	Country Code	Zip Code

Article 4 – Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Information regarding the converting entity, which is being created pursuant

to the Plan of Conversion:

Name: ARAMARK Food Service Corporation of Texas

Address: 350 N. Paul Street; Dallas, Texas 75201

Prior form of Organization: Corporation

Date of Organization: June 4, 1958

Jurisdiction of Organization: Texas

Form 205

Organizer

The name and address of the organizer:

Nora Betty McCann

Name

c/o 2005 Lake Robbins Drive                        The Woodlands                                                     TX                                                 77380

Street or Mailing Address                                         City                                                              State                                         Zip Code

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                         

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                                         

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: March 15, 2007	/s/ Nora Betty McCann
	Signature of organizer
	Nora Betty McCann

Form 205

EX-3.82

Exhibit 3.82

COMPANY AGREEMENT

OF

ARAMARK FOOD SERVICE OF TEXAS, LLC

A Texas Limited Liability Company

THE UNDERSIGNED is executing this Company Agreement (this “Agreement”) as of April 11, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Food Service Corporation of Texas, a Texas corporation (the “Converted Corporation”), to a Texas limited liability company (the “Company”), and (ii) adopting a company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Food Service of Texas, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Texas limited liability company. In accordance with Sections 10.154 and 10.155 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Texas (any such person being authorized to take such action) and filed with the Secretary of State of the State of Texas.

2. Definitions. Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Texas Limited Liability Company Law, TEX. BUS. ORGS. CODE ANN. §§ 1.001 et seq., as amended from time to time, to the extent applicable to limited liability companies.

Agreement. “Agreement” shall mean this Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK Food Service of Texas, LLC, a Texas limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Food Service, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

1

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Texas is C T Corporation System. The registered office of the Company in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Food Service, LLC, a Delaware limited liability company, formerly, ARAMARK Food Service Corporation, a Delaware corporation, and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Agent. Any officer of the Company is designated as an agent to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Texas and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of by a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows.)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Food Service, LLC Sole Member
By:	/s/ CHRISTOPHER S. HOLLAND
	Christopher S. Holland Treasurer

4

EX-3.83

Exhibit 3.83

CERTIFICATE OF FORMATION

OF

ARAMARK FSM, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK FSM, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ARAMARK FSM, LLC this 24^th day of March, 2003.

	ARAMARK FSM, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.84

Exhibit 3.84

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK FSM, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK FSM, LLC, (the “Company”), dated and effective as of March 24, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Management Services Limited Partnership, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK FSM, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Management Services Limited Partnership. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Company Trust Company, Company Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Company Trust Company, Company Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Management Services
Limited Partnership, Sole Member
By:	ARAMARK SMMS, LLC, General Partner
	By:	ARAMARK Services, Inc., Sole Member
		/s/ Michael O’Hara
		Michael O’Hara, Vice President

EX-3.85

Exhibit 3.85

ARTICLES OF INCORPORATION

OF

ARA HEALTHCARE NUTRITION SERVICES OF TEXAS, INC.

I, the undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is ARA Healthcare Nutrition Services of Texas, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose for which the corporation is organized is:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or

property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

The street address of its initial registered office is c/o CT Corporation System, 1601 Elm Street, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the by-laws.

The number of directors constituting the initial board of directors is three (3), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

NAME	ADDRESS
Jan Farley	Suite 800 15415 Katy Freeway Houston, TX 77094
Richard Vent	31st Floor 1101 Market Street Philadelphia, PA 19107
Sydney K. Boone, Jr.	Suite 800 15415 Katy Freeway Houston, TX 77094

ARTICLE EIGHT

The name and address of the incorporator is:

Lilly Dorsa 29th Floor 1101 Market Street Philadelphia, PA 19107

2

IN WITNESS WHEREOF, I have hereunto set my hand, this 18^th day of September 1989.

/s/ Lilly Dorsa

STATE OF PENNYSLVANIA	)
	) SS:
COUNTY OF PHILADELPHIA	)

I, ALLSION A. CAMPELLONE, a notary public do hereby certify that on this 18^th day of September, 1989, personally appeared before me, Lilly Dorsa, who being by me first duly sworn, severally declared that she is the person who signed the foregoing document as incorporator, and that the statements therein contained are true.

/s/ Allison A. Campellone

Notary Public

(Notarial Seal)

3

To the Secretary of State

of the State of Texas:

C T Corporation System, as the registered agent for the domestic and foreign corporations named on the attached list submits the following statement for the purpose of changing the registered office for such corporations, in the State of Texas:

1. The name of the corporation is See attached list

2. The post office address of its present registered office is c/o C T CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201

3. The post office address to which its registered office is to be changed is c/o C T CORPORATION SYSTEM, 350 N. ST. PAUL STREET DALLAS, TEXAS 75201

4. The name of its present registered agent is C T CORPORATION SYSTEM

5. The name of its successor registered agent is C T CORPORATION SYSTEM

6. The post office address of its registered office and the post office address of the business office of its registered agent, as changed, will be identical.

7. Notice of this change of address has been given in writing to each corporation named on the attached list 10 days prior to the date of filing of this certificate.

Dated July 2, 1990.

C T CORPORATION SYSTEM
By	/s/ illegible
	Its Vice President

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

ARA HEALTHCARE NUTRITION SERVICES OF TEXAS, INC.

Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE ONE. The name of the corporation is ARA HEALTHCARE NUTRITION SERVICES OF TEXAS, INC.

ARTICLE TWO. The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on July 1, 1994:

Article First of the Articles of Incorporation is hereby amended so as to read as follows:

1. The name of the corporation is ARAMARK Healthcare Support Services of Texas, Inc.

ARTICLE THREE. The number of shares of the corporation outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

ARTICLE FOUR. The holders of all of the shares outstanding and entitled to vote on said amendment have adopted said amendment.

ARTICLE FIVE. The Articles of Amendment shall become effective on October 10, 1994.

Dated September 30, 1994

ARA HEALTHCARE NUTRITION SERVICES OF TEXAS, INC.
By	/s/ Betty Browning
	Betty Browning, Its President

EX-3.86

Exhibit 3.86

ARA HEALTHCARE NUTRITION

SERVICES OF TEXAS, INC.

July 31, 1990

B Y- L A W S

of

ARA HEALTHCARE NUTRITION SERVICES OF TEXAS, INC.*

Incorporated under the laws of Texas

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

* Name changed to ARAMARK Healthcare Support Services of Texas, Inc. as of October 10, 1994.

ARA HEALTHCARE NUTRITION

SERVICES OF TEXAS, INC.

July 31, 1990

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to

ARA HEALTHCARE NUTRITION

SERVICES OF TEXAS, INC.

July 31, 1990

notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.87

Exhibit 3.87

CERTIFICATE OF INCORPORATION

OF

ARA HEALTHCARE NUTRITION SERVICES

OF THE VIRGIN ISLANDS, INC.

FIRST: The name of the corporation is ARA Healthcare Nutrition Services of the Virgin Islands, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said

promise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this seventh day of July 1991.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

ARA HEALTHCARE NUTRITION SERVICES OF THE VIRGIN ISLANDS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY;

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARA HEALTHCARE NUTRITION SERVICES OF THE VIRGIN ISLANDS, INC. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Healthcare Support Services of the Virgin Islands, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: The Certificate of Amendment shall become effective on October 10, 1994.

IN WITNESS WHEREOF, said ARA HEALTHCARE NUTRITION SERVICES OF THE VIRGIN ISLANDS, INC. has caused this certificate to be signed by Michael O’Hara, its vice president and attested by Priscilla M. Bodnar, its secretary, this 3^rd day of October, 1994.

ARA HEALTHCARE NUTRITION SERVICES OF THE VIRGIN ISLANDS, INC.
By	/s/ Michael O’Hara
	Michael O’Hara, Vice President

ATTEST:

By	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

EX-3.88

Exhibit 3.88

B Y- L A W S

of

ARA HEALTHCARE NUTRITION SERVICES OF THE VIRGIN ISLANDS, INC.*

Incorporated under the laws of Delaware *

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

* Name changed to ARAMARK Healthcare Support Services of the Virgin Islands, Inc. as of October 10, 1994.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.89

Exhibit 3.89

CERTIFICATE OF FORMATION

OF

ARAMARK HEALTHCARE SUPPORT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK HEALTHCARE SUPPORT SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ RICHARD NEGRIN
	Richard Negrin Organizer

EX-3.90

Exhibit 3.90

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK HEALTHCARE SUPPORT SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Healthcare Support Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Healthcare Support Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on July 31, 1958, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Healthcare Support Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly known as ARAMARK Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

4

EX-3.91

Exhibit 3.91

CERTIFICATE OF FORMATION

OF

ARAMARK/HMS, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK/HMS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ JAMES P. WEYGANDT
	James P. Weygandt
	Organizer

EX-3.92

Exhibit 3.92

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK/HMS, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK/HMS Company a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK/HMS, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on October 4, 1994, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK/HMS, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Sports and Entertainment Group, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Group, LLC, a Delaware limited liability company, formerly, ARAMARK Sports and Entertainment Group, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Group, LLC Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

EX-3.93

Exhibit 3.93

CERTIFICATE OF FORMATION

OF

ARAMARK INDIA HOLDINGS LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK India Holdings LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company,

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this first day of August, 2006.

By:	/s/ LILLY DORSA
	Lilly Dorsa, Organizer

EX-3.94

Exhibit 3.94

OPERATING AGREEMENT

OF

ARAMARK INDIA HOLDINGS LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK India Holdings LLC, (the “Company”), dated and effective as of August , 2006 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK India Holdings LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

Section 2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

Section 2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

Section 2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

Section 2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

Section 3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

Section 5.1. Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

Section 5.2. Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

Section 5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

Section 5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

Section 6.1. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Services, Inc.
Sole Member
By:	/s/ Thomas M. Molchan
	Thomas M. Molchan, Vice President

3

EX-3.95

Exhibit 3.95

CERTIFICATE OF FORMATION

OF

ARAMARK INDUSTRIAL SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK INDUSTRIAL SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ GREGORY C. OTT
	Gregory C. Ott Organizer

EX-3.96

Exhibit 3.96

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK INDUSTRIAL SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Industrial Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Industrial Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Industrial Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Facility Services, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Facility Services, LLC, a Delaware limited liability company, formerly, ARAMARK Facility Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK FACILITY SERVICES, LLC
Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

4

EX-3.97

Exhibit 3.97

CERTIFICATE OF INCORPORATION

OF

ARAMARK JAPAN, INC.

FIRST: The name of the corporation is ARAMARK Japan, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation. as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all

the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this July 19, 2002.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

2

EX-3.98

Exhibit 3.98

B Y- L A W S

of

ARAMARK Japan, Inc.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such, notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.99

Exhibit 3.99

ARTICLES OF INCORPORATION

OF

AERO KITTY HAWK, INC.

The undersigned, acting as incorporators of a corporation under the Idaho Business Corporation Act, adopts the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is AERO KITTY HAWK, INC.

SECOND: The period of its duration is perpetual.

THIRD: The purpose or purposes for which the corporation is organized are: the transaction of any or all lawful business for which corporations may be incorporated under the Idaho Business Corporation Act.

FOURTH: The aggregate number of common shares which the corporation shall have authority to issue is One Thousand (1,000) at the par value of One Dollar ($1.00) per share.

FIFTH: Provisions denying preemptive rights are:

No stockholder of this corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such other stockholder, other than such rights, if any, as the board of directors, in its discretion from time to time may grant, and at such price as the board of directors in its discretion may fix; and the board of directors may issue shares of any class of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing stockholders of any class.

SIXTH: The address of the initial registered office of the corporation is 300 North 6th Street, Boise, Idaho 83701, and the name of its initial registered agent at such address is C T Corporation System.

SEVENTH: The number of directors constituting the initial board of directors of the corporation is One (1), and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are:

NAME	ADDRESS
Richard S. Kaplinski	Independence Square West Philadelphia, PA 19106

EIGHTH: The name and address of each incorporator is:

NAME	ADDRESS
Timothy F. O’Connell	123 South Broad Street Philadelphia, PA 19109
George Lewis	123 South Broad Street Philadelphia, PA 19109
B. J. Verdon	123 South Broad Street Philadelphia, PA 19109

Dated April 8, 1981.

/s/ Timothy F. O’Connell

_____

/s/ George Lewis

_____

/s/ B.J. Verdon

_____

Incorporator

2

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

AERO KITTY HAWK, INC.

Pursuant to the provisions of Section 30-1-61 of the Idaho Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is: AERO KITTY HAWK, INC.

SECOND: The following amendments of the Articles of Incorporation were adopted by the board of directors of the corporation on July 1, 1994 in the manner prescribed by the Idaho Business Corporation Act:

Article First of the Articles of Incorporation is hereby amended to read as follows:

1. The name of the corporation is: ARAMARK Kitty Hawk, Inc.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,000; and the number of shares entitled to vote thereon was 1,000.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class	Number of Shares
Common	1,000

FIFTH: The number of shares voted for such amendment was 1,000 and the number of shares voted against such amendment was -0-.

SIXTH: The Articles of Amendment shall become effective on October 10, 1994.

Dated September 30 , 1994.

By	/s/ Charles Caruso
	Charles Caruso, Its President
and	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Its Secretary

STATE OF Pennsylvania	)
	) SS
COUNTY OF Philadelphia	)

I, /s/ Francine M. Johnson, a notary public, do hereby certify that on this day of September, 1994, personally appeared before me Priscilla M. Bodnar, who, being by me first duly sworn, declared that she is the Secretary of AERO KITTY HAWK, INC., that she signed the foregoing document as Secretary of the corporation, and that the statements therein contained are true.

/s/ Francine M: Johnson

Notary Public for

Residing at:                     

My Commission Expires:                     

(NOTARIAL SEAL)

EX-3.100

Exhibit 3.100

B Y- L A W S

of

AERO KITTY HAWK, INC. *

Incorporated under the laws of Idaho

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

*Name changed to ARAMARK Kitty Hawk, Inc. as of 10/10/94

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.101

Exhibit 3.101

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

This Certificate of Limited Partnership of ServiceMaster Management Services Limited Partnership (the “Partnership”) is being executed and filed by the sole general partner, as the duly authorized attorney-in-fact for the Partnership, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act, DEL. CODE ANN. Title 6, Section 17-101 et seq. (“the Act”).

ARTICLE ONE

The name of the limited partnership is ServiceMaster Management Services Limited Partnership.

ARTICLE TWO

The address of the registered office of the Partnership in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent for service of process on the Partnership at such address in Delaware is The Corporation Trust Company.

ARTICLE THREE

The name and business address of the sole general partner of the Partnership is:

Name	Business Address
ServiceMaster Management Services, Inc.	One ServiceMaster Way Downers Grove, IL 60515 Attn: Chief Executive Officer

ARTICLE FOUR

The nature of the purpose or business to be conducted or promoted is to engage in any business which may be lawfully conducted by a limited partnership organized pursuant to the Act, including (without limitation) the provision of management services, including management services rendered to health care, education, and industrial customers; the carrying on of any business relating thereto or arising therefrom; the entering into of any partnership or joint venture or other similar arrangements to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing (including ownership of a limited partnership interest in any partnership); and anything incidental or necessary to the foregoing.

IN WITNESS WHEREOF, the undersigned, being the sole general partner, has executed this Certificate of Limited Partnership on October 14, 1991, as the Partnership’s duly authorized attorney-in-fact.

SERVICEMASTER MANAGEMENT SERVICES, INC.
By:	/s/ Vernon T. Squires
	Vernon T. Squires
	Vice President and Secretary
Attorney-in-Fact

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

ServiceMaster Management Services Limited Partnership, a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (“Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act to reflect the admission of a second general partner, certifies that Article Three of the Certificate of Limited Partnership is amended to read in its entirety as follows:

The name and business address of the General Partners of the Partnership are:

Name	Business Address
ServiceMaster Management Services, Inc.	One ServiceMaster Way Downers Grove, IL 60515 Attn: Chief Executive Officer
The ServiceMaster Company Limited Partnership	One ServiceMaster Way Downers Grove, IL 60515 Attn: Chief Executive Officer

IN WITNESS WHEREOF, the two general partners of ServiceMaster Management Services Limited Partnership have executed this Certificate of Amendment on April 2, 1992.

The ServiceMaster Company Limited Partnership			ServiceMaster Management Services, Inc.
		By:	/s/ E.L. Olsen
By:	ServiceMaster Management Corporation		E.L. Olsen, Vice President
By:	/s/ E.L. Olsen
	E.L. Olsen, Vice President

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

ServiceMaster Management Services Limited Partnership, a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (“Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act to reflect the withdrawal of The ServiceMaster Company Limited Partnership as a general partner, certifies that Article Three of the Certificate of Limited Partnership is amended to read in its entirety as follows:

The name and business address of the General Partner of the Partnership is:

Name	Business Address
ServiceMaster Management Services, Inc.	One ServiceMaster Way Downers Grove, IL 60515 Attn: Chief Executive Officer

IN WITNESS WHEREOF, the sole general partner of ServiceMaster Management Services Limited Partnership has executed this Certificate of Amendment on August 25, 1998.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas W. Colber
	Douglas W. Colber
	Vice President

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership of ServiceMaster Management Services Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is ServiceMaster Management Services Limited Partnership.

SECOND: Article First of the Certificate of Limited Partnership shall be amended as follows:

The name of the limited partnership is

ARAMARK Management Services Limited Partnership

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this Seventh day of December, 2001.

ServiceMaster Management Services, Inc. General Partner
By:	/s/ Michael O’Hara
	Michael O’Hara, Vice President

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON DECEMBER 7, 2001.

ARAMARK Management Services Limited Partnership, a limited partnership organized and existing under and by virtue of the Delaware Limited Partnership Act.

DOES HEREBY CERTIFY:

1. The name of the corporation is ARAMARK Management Services Limited Partnership.

2. That a Certificate of Amendment to the Certificate of Limited Partnership was filed by the Secretary of State of Delaware on December 7, 2001 and that said Certificate requires correction as permitted by Section 17-213 of the Delaware Limited Partnership Act.

3. The inaccuracy or defect of said Certificate is to be corrected as follows: To show the name change of the general partner.

4. Article Third of the Certificate is added to read as follows:

“THIRD: The name and mailing address of the general partner is: ARAMARK SM Management Services, Inc., 2300 Warrenville Road, Downer’s Grove, Illinois 60515”

IN WITNESS WHEREOF, said ARAMARK Management Services Limited Partnership has caused this Certificate to be signed by Priscilla M. Bodnar, its Secretary, this 17th day of January, 2002.

ARAMARK SM MANAGEMENT SERVICES, INC. General Partner
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar
	Secretary of General Partner

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ARAMARK MANAGEMENT SERVICES LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership of ARAMARK Management Services Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is ARAMARK Management Services Limited Partnership.

SECOND: Article Three of the Certificate of Limited Partnership shall be amended as follows:

The name and the business address of the sole general partner is:

ARAMARK SMMS LLC

110 Market Street

Philadelphia, Pennsylvania 19107

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Limited Partnership on this 9th day of May 2002.

ARAMARK SMMS LLC, General Partner
By:	/s/ Michael O’Hara
	Michael O’Hara, Vice President

CERTIFICATE OF CORRECTION

FILED TO CORRECT A CERTAIN ERROR IN THE

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

ARAMARK MANAGEMENT SERVICES LIMITED PARTNERSHIP

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON MAY 10, 2002

1. The name of the Limited Partnership is ARAMARK Management Services Limited Partnership.

2. A Certificate of Amendment to the Certificate of Limited Partnership was filed by the Secretary of State of Delaware on May 10, 2002 that requires correction as permitted by Section 17-213 of the Delaware Limited Partnership Act.

3. The inaccuracy or defect of the Certificate to be corrected is as follows:

Typographical error in the business address of the general partner

4. Article Three of the Certificate is corrected to read as follows:

The name and the business address of the sole general partner is:

ARAMARK SMMS LLC

1101 Market Street

Philadelphia, Pennsylvania 19107

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction to the Certificate of Limited Partnership on this 14th day of May 2002.

ARAMARK SMMS LLC, General Partner
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

EX-3.102

Exhibit 3.102

Amendment No. 8

to

Agreement of Limited Partnership

of ARAMARK Management Services Limited Partnership

dated April 1,1994

THIS AMENDMENT is made as of May 10, 2002 by and among ARAMARK Management Services Limited Partnership, a Delaware limited partnership (the “LP”), ARAMARK SM Management Services, Inc., a Delaware corporation (“ARAMARK SM”), ARAMARK SMMS LLC, a Delaware limited liability company (“SMMS”) and ARAMARK Services, Inc., a Delaware corporation (“Services”)

Recitals

A. The current partners of the LP are as follows:

Company	State of Organization	Partner Type
ARAMARK SM Management Services, Inc.	Delaware	General Partner –1	%
ARAMARK SMMS LLC	Delaware	Limited Partner – 99	%

B. Pursuant to that certain Agreement of Limited Partnership of ARAMARK Management Services LP dated April 1, 1994 (“LP Agreement”):

(i) ARAMARK SM desires to assign a 1% general partner interest in the LP to SMMS.

(ii) ARAMARK SMMS desires to assign a 99% limited partner interest in the LP to Services.

C. As a result of the transaction contemplated by this Amendment, the partners of the LP will be as follows:

Company	State of Organization	Partner Type
ARAMARK SMMS LLC	Delaware	General Partner – 1	%
ARAMARK Services, Inc	Delaware	Limited Partner – 99	%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

A. Assignment of Limited Partnership Interest:

(i) ARAMARK SM assigns a 1% general partnership interest in the LP to SMMS.

(ii) SMMS assigns a 99% limited partnership interest in the LP to Services.

B. Partners after Assignment. as a result of the transactions contemplated by this Amendment, SMMS is a 1% general partner of the LP and Services is a 99% limited partner of the LP.

C. No. Other Changes. The parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ARAMARK Management Services Limited Partnership
	By:	ARAMARK SM Management
		Services, Inc., General Partner
ARAMARK Services, Inc.
ARAMARK SMMS LLC.
ARAMARK SM Management Services, Inc.

By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Assignment of Partnership Interest No. 8B

THIS ASSIGNMENT INSTRUMENT is made as of May 10, 2002 by ARAMARK SMMS LLC, a Delaware company (“SMMS”), in favor of ARAMARK Services, Inc., Delaware corporation (“Services”).

Recitals

A. SMMS owns a ninety-nine percent (99%) limited partner interest (“LP Interest”) in ARAMARK Management Services Limited Partnership, a Delaware limited partnership (the “LP”).

B. SMMS considers it in the best interest of the LP to assign and transfer its LP Membership Interest in the LP to Services.

Assignment

SMMS assigns and transfers its LP Interest to Services effective on the date set forth above. SMMS represents and warrants to Services that SMMS will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, SMMS has executed this Assignment Instrument as of the date set forth above.

ARAMARK SMMS LLC
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Attest:

/s/ William G. Kiesling

          William G. Kiesling

          Assistant Secretary

Assignment of Partnership Interest No. 8A

THIS ASSIGNMENT INSTRUMENT is made as of May 10, 2002 by ARAMARK SM Management Services, Inc., a Delaware corporation (“ARAMARK SM”), in favor of ARAMARK SMMS LLC, a Delaware corporation (“SMMS”).

Recitals

A. ARAMARK SM owns a one percent (1%) general partner interest (“GP Interest”) in ARAMARK Management Services Limited Partnership, a Delaware limited partnership (the “LP”).

B. ARAMARK SM considers it in the best interest of the LP to assign and transfer its GP Membership Interest in the LP to SMMS.

Assignment

ARAMARK SM assigns and transfers its GP Interest to SMMS effective on the date set forth above. ARAMARK SM represents and warrants to SMMS that ARAMARK SM will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, ARAMARK SM has executed this Assignment Instrument as of the date set forth above.

ARAMARK SM Management Services, Inc.
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Attest:

/s/ William G. Kiesling

          William G. Kiesling

          Assistant Secretary

Amendment No. 7

to

Agreement of Limited Partnership

of ARAMARK Management Services Limited Partnership

dated April 1,1994

THIS AMENDMENT is made as of November 30, 2001 by and among ARAMARK Management Services Limited Partnership, a Delaware limited partnership (the “LP”), ARAMARK SM Management Services, Inc., a Delaware corporation (“ARAMARK SM”), ARAMARK SMMS LLC, a Delaware limited liability company (“SMMS”) and ARAMARK Corporation, a Delaware corporation (“ARAMARK”)

Recitals

A. The current partners of the LP are as follows:

Company	State of Organization	Partner Type
ARAMARK SM Management Services, Inc.	Delaware	General Partner – 1	%
ARAMARK Corporation	Delaware	Limited Partner – 99	%

B. Pursuant to that certain Agreement of Limited Partnership of the LP dated April 1, 1994 (“LP Agreement”), ARAMARK desires to assign a 99% limited partner interest in the LP to SMMS.

C. As a result of the transaction contemplated by this Amendment, the partners of the LP will be as follows:

Company	State of Organization	Partner Type
ARAMARK SM Management Services, Inc.	Delaware	General Partner – 1%
ARAMARK SMMS LLC	Delaware	Limited Partner – 99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

A. Assignment of Limited Partnership Interest:

ARAMARK assigns a 99% limited partnership interest in the LP to SMMS.

B. Partners after Assignment. As a result of the transactions contemplated by this Amendment, ARAMARK SM is a 1% general partner of the LP and SMMS is a 99% limited partner of the LP.

C. No Other Changes. The parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ARAMARK Management Services Limited Partnership
	By:	ARAMARK SM Management
		Services, Inc., General Partner
ARAMARK Corporation
ARAMARK SMMS LLC.
ARAMARK SM Management Services, Inc.

By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Assignment of Partnership Interest No. 7

THIS ASSIGNMENT INSTRUMENT is made as of November 30, 2001 by ARAMARK Corporation, a Delaware company (“ARAMARK”), in favor of ARAMARK SMMS LLC, a Delaware company (“SMMS”).

Recitals

A. ARAMARK owns a ninety-nine percent (99%) limited partner interest (“LP Interest”) in ARAMARK Management Services Limited Partnership, a Delaware limited partnership (the “LP”).

B. ARAMARK considers it in the best interest of the LP to assign and transfer its LP Membership Interest in the LP to SMMS.

Assignment

ARAMARK assigns and transfers its LP Interest to SMMS effective as of the date set forth above. ARAMARK represents and warrants to SMMS that ARAMARK will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, ARAMARK has executed this Assignment Instrument as of the date set forth above.

ARAMARK Corporation
By:	/s/ Barbara A. Austell
	Barbara A. Austell
	Treasurer

Attest:

/s/ William G. Kiesling

          William G. Kiesling

          Assistant Secretary

STRATEGIC INSTRUMENT OF ASSIGNMENT AND ASSUMPTION

Strategic Instrument of Assignment and Assumption dated November 30, 2001 between ServiceMaster Strategic II L.L.C., a Delaware limited liability company (“Strategic”), and ARAMARK Corporation, a Delaware corporation (“Buyer”).

Pursuant to Section 2.3 of the Purchase Agreement dated as of October 3, 2001, as amended by the First Amendment to Purchase Agreement dated as of November 30, 2001 (the “Purchase Agreement”), between The ServiceMaster Company, a Delaware corporation, and Buyer, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment. Strategic does hereby sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, the SMMSLP LP Interests, together with all right, title and interest therein.

2. Assumption. Buyer hereby accepts the foregoing assignment and assumes and agrees to pay, satisfy or discharge all debts, liabilities and obligations of any kind of Strategic with respect to the SMMSLP LP Interests.

3. Consent. Pursuant to Article 7.1 of the Agreement of Limited Partnership of ServiceMaster Management Services Limited Partnership dated as of January 1, 1994, as amended in amendments one through six thereto, between Strategic and ServiceMaster Management Services, Inc., a Delaware corporation (“SMMS Inc.”), SMMS Inc., as the sole general partner of SMMSLP, hereby consents and agrees to the foregoing assignment and assumption between Strategic and Buyer and, subject to the terms and conditions hereof and in accordance with Article 7.1 of the Partnership Agreement, hereby consents to Buyer’s succession to the SMMSLP LP Interests being transferred hereby and to capital accounts and tax accounts and all other rights and obligations of Strategic relating to the SMMSLP LP Interests as of the date hereof.

4. Further Assurances. Strategic, Buyer and their respective successors in interest hereby agree to execute any and all documents and to do any and all acts necessary to effectuate the terms hereof.

5. Successors and Assigns. This Strategic Instrument of Assignment and Assumption shall be binding upon, and shall inure to the benefit of, the successors and assigns of the respective parties hereto.

6. Counterparts. This Strategic Instrument of Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

IN WITNESS WHEREOF, parties have caused this Strategic Instrument of Assignment and Assumption to be duly executed and delivered as of the date first above written.

ServiceMaster Strategic II L.L.C.
By:	Jim Kaput
	Name: Jim Kaput
	Title: Senior Vice President
ARAMARK Corporation
By:
	Name:
	Title:

2

IN WITNESS WHEREOF, parties have caused this Strategic Instrument of Assignment and Assumption to be duly executed and delivered as of the date first above written.

ServiceMaster Strategic II L.L.C.
By:
	Name:
	Title:
ARAMARK Corporation
By:	/s/ Donald S. Morton
	Name: Donald S. Morton
	Title: Vice President

3

Amendment No. 6

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on October 1, 2001 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation, ServiceMaster Consumer Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Consumer Services L.P.”), and ServiceMaster Strategic II L.L.C., a Delaware limited liability company (“ServiceMaster Strategic II L.L.C.”).

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Consumer Services L.P.	Delaware	Limited Partner – 99%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), ServiceMaster Consumer Services L.P. desires to assign a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Strategic II L.L.C.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Strategic II, L.L.C.	Delaware	Limited Partner – 99%

1 of 2

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. ServiceMaster Consumer Services L.P. assigns a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Strategic II L.L.C.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc., is a 1% general partner of ServiceMaster Management Services L.P., and ServiceMaster Strategic II L.L.C. is a 99% limited partner of ServiceMaster Management Services L.P.

3. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		ServiceMaster Strategic II L.L.C.
By:	ServiceMaster Management Services, Inc., general partner
By:	/s/ Thomas E. Wilson	By:	/s/ Douglas W. Colber
	Thomas E. Wilson Secretary and General Counsel		Douglas W. Colber Vice President
ServiceMaster Management Services, Inc.		ServiceMaster Consumer Services Limited Partnership
		By:	ServiceMaster Consumer Services, Inc., general partner
By:	/s/ Thomas E. Wilson	By:	/s/ Barbara A. Connolly
	Thomas E. Wilson Secretary and General Counsel		Barbara A. Connolly Assistant Vice President

2 of 2

Assignment of Partner Interest No. 6

THIS ASSIGNMENT INSTRUMENT is made on October 1, 2001, by ServiceMaster Consumer Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Consumer Services L.P.”), in favor of ServiceMaster Strategic II L.L.C., a Delaware limited liability company (“ServiceMaster Strategic II L.L.C.”)

Recitals

A. ServiceMaster Consumer Services L.P. owns a 99% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. ServiceMaster Consumer Services L.P. considers it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to ServiceMaster Strategic II L.L.C.

Assignment

ServiceMaster Consumer Services L.P. assigns and transfers its LP Interest to ServiceMaster Strategic II L.L.C., effective on the date first mentioned above. ServiceMaster Consumer Services L.P. represents and warrants to ServiceMaster Strategic II L.L.C. that ServiceMaster Consumer Services L.P. will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, ServiceMaster Consumer Services L.P. has executed this Assignment Instrument as of the date first mentioned above.

ServiceMaster Consumer Services Limited Partnership
By:	ServiceMaster Consumer Services, Inc. general partner
By:	/s/ Madeline M. Stewart
	Madeline M. Stewart Assistant Vice President

1 of 3

State of Illinois	)
	) SS
County of DuPage	)

On October 1, 2001, before me personally came Barbara A. Connolly, to me known, who, being duly sworn, said that she is Assistant Vice President of ServiceMaster Consumer Services, Inc., the general partner of ServiceMaster Consumer Services L.P., the limited partnership described in and which executed the foregoing assignment instrument, and that she signed her name thereto on behalf of the limited partnership pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

Acknowledgment

ServiceMaster Strategic II L.L.C. acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

ServiceMaster Strategic II L.L.C.
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President

2 of 3

Consent of General Partner

ServiceMaster Management Services, Inc., the general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by ServiceMaster Consumer Services L.P. to ServiceMaster Strategic II L.L.C. pursuant to the foregoing assignment instrument and agrees that (i) ServiceMaster Strategic II L.L.C. prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ John A. Vasko
	John A. Vasko Vice President

3 of 3

Amendment No. 5

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on September 4, 2001 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation, ServiceMaster Consumer Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Consumer Services L.P.”), and ServiceMaster Strategic Limited Partnership, a Delaware limited partnership (“ServiceMaster Strategic L.P.”).

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Strategic L.P.	Delaware	Limited Partner – 99%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), ServiceMaster Strategic L.P. desires to assign a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Consumer Services L.P.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Consumer Services L.P.	Delaware	Limited Partner – 99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. ServiceMaster Strategic L.P. assigns a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Consumer Services L.P.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc., is a 1% general partner of ServiceMaster Management Services L.P., and ServiceMaster Consumer Services L.P. is a 99% limited partner of ServiceMaster Management Services L.P.

3. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		ServiceMaster Strategic Limited Partnership
By:	ServiceMaster Management Services, Inc., general partner	By:	ServiceMaster Management Corporation, general partner
By:	/s/ John A. Vasko	By:	/s/ Douglas W. Colber
	John A. Vasko Services, Inc., general partner		Douglas W. Colber Vice President and Legal Counsel
ServiceMaster Management Services		ServiceMaster Consumer Services Limited Partnership
		By:	ServiceMaster Consumer Services, Inc., general partner
By:	/s/ John A. Vasko	By:	/s/ Barbara A. Connolly
	John A. Vasko Vice President		Barbara A. Connolly Assistant Vice President

2 of 2

Assignment of Partner Interest No. 5

THIS ASSIGNMENT INSTRUMENT is made on September 4, 2001, by ServiceMaster Strategic Limited Partnership, a Delaware limited partnership (“Strategic”), in favor of ServiceMaster Consumer Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Consumer Services L.P.”)

Recitals

A. Strategic owns a 99% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. Strategic considers it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to ServiceMaster Consumer Services L.P.

Assignment

Strategic assigns and transfers its LP Interest to ServiceMaster Consumer Services L.P., effective on the date first mentioned above. Strategic represents and warrants to ServiceMaster Consumer Services L.P. that Strategic will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, Strategic has executed this Assignment Instrument as of the date first mentioned above.

ServiceMaster Strategic Limited Partnership
By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

1 of 3

State of Illinois	)
	) SS
County of DuPage	)

On September 4, 2001, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of ServiceMaster Management Corporation, the general partner of ServiceMaster Strategic L.P., the limited partnership described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the limited partnership pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

2 of 3

Acknowledgment

ServiceMaster Consumer Services Limited Partnership acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

ServiceMaster Consumer Services Limited Partnership
	By:	ServiceMaster Consumer Services, Inc., general partner
	By:	/s/ Madeline M. Stewart
		Madeline M. Stewart Assistant Vice President

Consent of General Partner

ServiceMaster Management Services, Inc., the general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by Strategic to ServiceMaster Consumer Services Limited Partnership pursuant to the foregoing assignment instrument and agrees that (i) ServiceMaster Consumer Services Limited Partnership prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ John A. Vasko
	John A. Vasko Vice President

4 of 3

Amendment No. 4

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on January 1, 1999 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation, ServiceMaster Holding Corporation, a Delaware corporation, and ServiceMaster Strategic Limited Partnership, a Delaware limited partnership (“ServiceMaster Strategic L.P.”).

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Holding Corporation	Delaware	Limited Partner – 99%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), ServiceMaster Holding Corporation desires to assign a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Strategic L.P.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner – 1%
ServiceMaster Strategic L.P.	Delaware	Limited Partner – 99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. ServiceMaster Holding Corporation assigns a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Strategic L.P.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc., is a 1% general partner of ServiceMaster Management Services L.P., and ServiceMaster Strategic L.P. is a 99% limited partner of ServiceMaster Management Services L.P.

3. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		ServiceMaster Strategic Limited Partnership
By:	ServiceMaster Management Services, Inc., general partner	By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel
ServiceMaster Management Services, Inc.		ServiceMaster Holding Corporation
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

2 of 2

Assignment of Partner Interest No. 4

THIS ASSIGNMENT INSTRUMENT is made on December 31, 1998, by ServiceMaster Holding Corporation, a Delaware corporation (“Holding”), in favor of ServiceMaster Strategic Limited Partnership, a Delaware limited partnership (“Strategic”).

Recitals

A. Holding owns a 99% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. Holding considers it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to Strategic.

Assignment

Holding assigns and transfers its LP Interest to Strategic, effective on the date first mentioned above. Holding represents and warrants to Strategic that Holding will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, Holding has executed this Assignment Instrument as of the date first mentioned above.

ServiceMaster Holding Corporation
By:	/s/ Douglas W. Colber
	Douglas W. Colber
	Vice President and Legal Counsel

1 of 3

State of Illinois	)
	) SS
County of DuPage	)

On December 31, 1998, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of ServiceMaster Holding Corporation, the corporation described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the corporation pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

Acknowledgment

ServiceMaster Strategic Limited Partnership acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

ServiceMaster Strategic Limited Partnership
By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

2 of 3

Consent of General Partner

ServiceMaster Management Services, Inc., the general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by ServiceMaster Holding Corporation to ServiceMaster Strategic Limited Partnership pursuant to the foregoing assignment instrument and agrees that (i) ServiceMaster Strategic Limited Partnership prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas W. Colber
	Douglas W. Colber
	Vice President and Legal Counsel

3 of 3

Amendment No. 3

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on August 25, 1998 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation (“Managing General Partner”), The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”), and ServiceMaster Holding Corporation, a Delaware corporation.

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—0.1%
ServiceMaster Company L.P.	Delaware	General Partner—0.9%
ServiceMaster Holding Corporation	Delaware	Limited Partner—99%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), The ServiceMaster Company L.P. desires to assign a 0.9% limited partnership interest in ServiceMaster Management Services L.P. to Managing General Partner.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—1%
ServiceMaster Holding Corporation	Delaware	Limited Partner—99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. The ServiceMaster Company L.P. assigns a 0.9% limited partnership interest in ServiceMaster Management Services L.P. to Managing General Partner.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc. is a 1% general partner of ServiceMaster Management Services L.P., and ServiceMaster Holding Corporation is a 99% limited partner of ServiceMaster Management Services L.P.

3. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		The Service Company Limited Partnership
By:	ServiceMaster Management Services, Inc., general partner	By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel
ServiceMaster Management Services, Inc.		ServiceMaster Holding Corporation
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

2 of 2

Assignment of Partner Interest No. 3

THIS ASSIGNMENT INSTRUMENT is made on August 25, 1998, by The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”), in favor of ServiceMaster Management Services, Inc., a Delaware corporation.

Recitals

A. The ServiceMaster Company L.P. owns a 0.9% general partner interest (“GP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. The ServiceMaster Company L.P. considers it in the best interests of the ServiceMaster enterprise to assign and transfer its GP Interest in ServiceMaster Management Services L.P. to ServiceMaster Management Services, Inc.

Assignment

The ServiceMaster Company L.P. assigns and transfers its GP Interest to ServiceMaster Management Services, Inc., effective on the date first mentioned above. The ServiceMaster Company L.P. represents and warrants to ServiceMaster Management Services, Inc. that The ServiceMaster Company L.P. will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, The ServiceMaster Company L.P. has executed this Assignment Instrument as of the date first mentioned above.

The ServiceMaster Company Limited Partnership
By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

1 of 3

State of Illinois	)
	) SS
County of DuPage	)

On August 25, 1998, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of ServiceMaster Management Corporation, the general partner of The ServiceMaster Company L.P., the limited partnership described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the limited partnership pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

Acknowledgment

ServiceMaster Management Services, Inc. acknowledges receipt of the foregoing assignment instrument and receipt of the GP Interest.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

2 of 3

Consent of Limited Partner

ServiceMaster Holding Corporation, the limited partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the GP Interest by The ServiceMaster Company L.P. to ServiceMaster Management Services, Inc. pursuant to the foregoing assignment instrument and agrees that (i) ServiceMaster Management Services, Inc. prospectively will be recognized as the sole general partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Holding Corporation
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President

3 of 3

Amendment No. 2

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on July I, 1998 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation (“Managing General Partner”), The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”), and ServiceMaster Holding Corporation, a Delaware corporation.

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—0.1% Special General
The ServiceMaster Company L.P.	Delaware	Partner—0.9%
The ServiceMaster Company L.P.	Delaware	Limited Partner—99%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), The ServiceMaster Company L.P. desires to assign a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Holding Corporation.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—0.1%
The ServiceMaster Company L.P.	Delaware	General Partner—0.9%
ServiceMaster Holding Corporation	Delaware	Limited Partner—99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. The ServiceMaster Company L.P. assigns a 99% limited partnership interest in ServiceMaster Management Services L.P. to ServiceMaster Holding Corporation.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc. is a 0.1% general partner of ServiceMaster Management Services L.P., The ServiceMaster Company L.P. is a 0.9% general partner of ServiceMaster Management Services L.P., and ServiceMaster Holding Corporation is a 99% limited partner of ServiceMaster Management Services L.P.

3. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		The ServiceMaster Company Limited Partnership
By:	ServiceMaster Management Services, Inc., general partner	By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

ServiceMaster Management Services, Inc.		ServiceMaster Holding Corporation
		By:	ServiceMaster Consumer Services, Inc. general partner
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

2 of 2

Assignment of Partner Interest No. 2

THIS ASSIGNMENT INSTRUMENT is made on July 1, 1998, by The ServiceMaster Company, a Delaware corporation, in favor of ServiceMaster Holding Corporation, a Delaware corporation.

Recitals

A. The ServiceMaster Company owns a 99% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. The ServiceMaster Company considers it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to ServiceMaster Holding Corporation.

Assignment

The ServiceMaster Company assigns and transfers its LP Interest to ServiceMaster Holding Corporation, effective on the date first mentioned above. The ServiceMaster Company represents and warrants to ServiceMaster Holding Corporation that The ServiceMaster Company will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, The ServiceMaster Company has executed this Assignment Instrument as of the date first mentioned above.

The ServiceMaster Company
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

Attest:

/s/ William T. McCormick

William T. McCormick

Asst. Secretary

1 of 3

State of Illinois	)
	) SS
County of DuPage	)

On July 1, 1998, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of The ServiceMaster Company, the corporation described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the corporation pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

Acknowledgment

ServiceMaster Holding Corporation acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

ServiceMaster Holding Corporation
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

2 of 3

Consent of General Partner

ServiceMaster Management Services, Inc., the managing general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by The ServiceMaster Company to ServiceMaster Holding Corporation pursuant to the foregoing assignment instrument and agrees that (i) ServiceMaster Holding Corporation prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

3 of 3

Amendment No. 1

(1994 Agreement of Limited Partnership)

Agreement of Limited Partnership

of

ServiceMaster Management Services Limited Partnership

dated April 1, 1994

THIS AMENDMENT is made on January 1, 1997 by and among ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (“ServiceMaster Management Services L.P.”), ServiceMaster Management Services, Inc., a Delaware corporation (“Managing General Partner”), The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”), and the Class A Limited Partners (the “Individuals”).

Recitals

A. The current partners of ServiceMaster Management Services L.P. are as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—0.1%
The ServiceMaster Company L.P.	Delaware	General Partner—0.9%
		Class A Limited
Individuals	Delaware	Partner—1.9%
		Class B Limited
The ServiceMaster Company L.P.	Delaware	Partner—97.1%

B. Pursuant to that certain Agreement of Limited Partnership of ServiceMaster Management Services L.P., dated April 1, 1994 (“LP Agreement”), the Individuals have exercised their right to assign their limited partnership interests in ServiceMaster Management Services L.P. to The ServiceMaster Company L.P.

C. As a result of the transaction contemplated by this Amendment, the partners of ServiceMaster Management Services L.P. will be as follows:

Company	State of Organization	Partner Type
ServiceMaster Management Services, Inc.	Delaware	General Partner—0.1%
The ServiceMaster Company L.P.	Delaware	General Partner—0.9%
The ServiceMaster Company L.P.	Delaware	Limited Partner—99%

Provisions

NOW THEREFORE, in consideration of the commitments contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Assignment of Limited Partnership Interest. Managing General Partner, pursuant to the power of attorney contained in Provision 1.4 of the LP Agreement, assigns the Individuals’ 1.9% limited partnership interest in ServiceMaster Management Services L.P. to The ServiceMaster Company L.P. in its capacity as the Class B Limited Partner of ServiceMaster Management Services L.P.

2. Partners after Assignment. As a result of the transaction contemplated by this Amendment, ServiceMaster Management Services, Inc., is a 0.1% general partner of ServiceMaster Management Services L.P., The ServiceMaster Company L.P. is a 0.9% general partner of ServiceMaster Management Services L.P., and The ServiceMaster Company L.P. is a 99% limited partner of ServiceMaster Management Services L.P.

3. Elimination of Class A and Class B Designations. The distinction between Class A Limited Partners and Class B Limited Partners is eliminated such that any limited partners of ServiceMaster Management Services L.P. all are of one class.

4. Deletion of Article XIII. Article XIII is deleted from the LP Agreement.

5. No Other Changes. The Parties make no changes to the LP Agreement other than the changes described in this Amendment.

[Signature page follows]

2 of 3

IN WITNESS WHEREOF, the parties have executed this Amendment on the date first mentioned above.

ServiceMaster Management Services Limited Partnership		Individuals
By:	ServiceMaster Management Services, Inc., general partner	By:	ServiceMaster Management Services, Inc., as attorney in fact for the Individuals
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

ServiceMaster Management Services, Inc.		The ServiceMaster Company Limited Partnership
		By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber	By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel		Douglas W. Colber Vice President and Legal Counsel

3 of 3

Assignment of Partner Interest No. 1B

THIS ASSIGNMENT INSTRUMENT is made on January 1, 1998, by The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”), in favor of The ServiceMaster Company, a Delaware corporation.

Recitals

A. The ServiceMaster Company L.P. owns a 99% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. The ServiceMaster Company L.P. considers it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to The ServiceMaster Company.

Assignment

The ServiceMaster Company L.P. assigns and transfers its LP Interest to The ServiceMaster Company, effective on the date first mentioned above. The ServiceMaster Company L.P. represents and warrants to The ServiceMaster Company that The ServiceMaster Company L.P. will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, The ServiceMaster Company L.P. has executed this Assignment Instrument as of the date first mentioned above.

The ServiceMaster Company Limited Partnership
By:	ServiceMaster Holding Corporation, general partner
By:	/s/ Douglas W. Colber
	Douglas W. Colber
	Vice President and Legal Counsel

State of Illinois	)
	) SS
County of DuPage	)

On January 1, 1998, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of ServiceMaster Management Corporation, the general partner of The ServiceMaster Company L.P., the limited partnership described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the limited partnership pursuant to all requisite authority.

My commission expires:

/s/ Latressa G. Stahlberg

Notary Public

Acknowledgment

The ServiceMaster Company acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

The ServiceMaster Company
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

Consent of General Partner

ServiceMaster Management Services, Inc., the managing general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by The ServiceMaster Company L.P. to The ServiceMaster Company pursuant to the foregoing assignment instrument and agrees that (i) The ServiceMaster Company prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

Assignment of Partner Interest No. 1A

THIS ASSIGNMENT INSTRUMENT is made on January 1, 1997, by certain Class A limited partners (the “Individuals”), in favor of The ServiceMaster Company Limited Partnership, a Delaware limited partnership (“The ServiceMaster Company L.P.”).

Recitals

A. The Individuals own a 1.9% limited partner interest (“LP Interest”) in ServiceMaster Management Services Limited Partnership (“ServiceMaster Management Services L.P.”).

B. The Individuals consider it in the best interests of the ServiceMaster enterprise to assign and transfer its LP Interest in ServiceMaster Management Services L.P. to The ServiceMaster Company L.P.

Assignment

The Individuals assign and transfer its LP Interest to The ServiceMaster Company L.P., effective on the date first mentioned above. The Individuals represent and warrant to The ServiceMaster Company L.P. that the Individuals will take any further action as may be necessary or desirable to perfect and complete the assignment and transfer contemplated by this Assignment Instrument.

IN WITNESS WHEREOF, the Individuals have executed this Assignment Instrument as of the date first mentioned above.

Class A Limited Partners
By:	ServiceMaster Management Services, Inc., on behalf of the Class A Limited Partners
By:	/s/ Douglas W. Colber
	Douglas Colber
	Vice President and Legal Counsel

State of Illinois	)
	) SS
County of DuPage	)

On January 1, 1997, before me personally came Douglas W. Colber, to me known, who, being duly sworn, said that he is Vice President and Legal Counsel of ServiceMaster Management Services, Inc., the entity serving as the attorney-in-fact for the Individuals described in and which executed the foregoing assignment instrument, and that he signed his name thereto on behalf of the limited partnership pursuant to all requisite authority.

My commission expires:

/s/ Latressa G.Stahlberg

Notary Public

Acknowledgment

The ServiceMaster Company Limited Partnership acknowledges receipt of the foregoing assignment instrument and receipt of the LP Interest.

The ServiceMaster Company Limited Partnership
By:	ServiceMaster Management Corporation, general partner
By:	/s/ Douglas W. Colber
	Douglas W. Colber Vice President and Legal Counsel

Consent of General Partner

ServiceMaster Management Services, Inc., the managing general partner of ServiceMaster Management Services L.P., consents to the assignment and transfer of the LP Interest by the Individuals to The ServiceMaster Company Limited Partnership pursuant to the foregoing assignment instrument and agrees that (i) The ServiceMaster Company Limited Partnership prospectively will be recognized as the sole limited partner of ServiceMaster Management Services L.P. in the books and records of ServiceMaster Management Services L.P., (ii) the Agreement of Limited Partnership for ServiceMaster Management Services L.P. will be amended accordingly, and (iii) the Certificate of Limited Partnership for ServiceMaster Management Services L.P., if necessary, will be amended and filed accordingly.

ServiceMaster Management Services, Inc.
By:	/s/ Douglas Colber
	Douglas Colber Vice President and Legal Counsel

AGREEMENT OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

January l, 1994

TABLE OF CONTENTS

		Page
ARTICLE I
Organizational Matters
1.1.	Formation	2
1.2.	Name	2
1.3.	Registered Office; Principal Office	2
1.4.	Power of Attorney	2
1.5.	Term	3
ARTICLE II
Definitions
2.1.	Defined Terms	4
ARTICLE III
Purpose
3.1.	Purpose	8
ARTICLE IV
Capital Contributions
4.1.	Managing General Partner	8
4.2.	Special General Partner	9
4.3.	Class A Limited Partners	9
4.4.	Class B Limited Partner	9
4.5.	Capital Accounts	9
4.6.	Computation Rules	10
4.7.	Effect of Transfer of Partnership Interest	10
4.10.	No Withdrawal	11
4.11.	Interest	11
4.12.	Loans From Partners	11
ARTICLE V
Allocations
5.1.	Determination of Profits and Losses	11
5.2.	General Rule for Capital Account Allocations	12
5.3.	Exceptions to the General Rule	12
5.4.	Allocations for Tax Purposes	13

i

5.5.	Allocation in the Event of Transfers	14
5.6.	Allocation of Profits and Losses on Distribution of Assets in Kind	14
5.7.	Elections	14
5.8.	Deficit in Capital Account Balances	15
5.9.	Recharacterization of Fees and Guaranteed Payments	15
5.10.	Imputation of Profit or Loss	15
5.11.	Minimum Gain	15
5.12.	Qualified Income Offset	16
5.13.	Limitation on Allocation of Losses	16
5.14.	Curative Allocations	16
ARTICLE VI
Distributions of Net Cash Flow
6.1.	Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership	16
6.2.	Distributions of Net Cash Flow in the Context of a Dissolution and Termination of the Partnership	17
ARTICLE VII
Management and Operation of the Business
7.1.	Management	17
7.2.	Certificate of Limited Partnership	18
7.3.	Reliance by Third Parties	18
7.4.	Compensation and Reimbursement of the Managing General Partner	19
7.5.	Outside Activities	19
7.6.	Partnership Funds	20
7.7.	Dealings with the General Partners	20
7.8.	Indemnification	21
7.9.	Limitation on Liability	22
7.10.	Resolution of Conflicts of Interest	22
7.11.	Other Matters Concerning the Managing General Partner	23
7.12.	Title to Partnership Assets	23
ARTICLE VIII
Rights and Obligations of the Limited Partners
8.1.	Limitation of Liability	23
8.2.	Management of Business	23
8.3.	Outside Activities	24
8.4.	Return of Capital	24
8.5.	Rights of Limited Partners Relating to the Partnership	24

ii

ARTICLE IX
Books, Records, Accounting and Reports
9.1.	Records of the Partnership	24
9.2.	Accounting Matters	24
9.3.	Reports	25
9.4.	Other Information	25
	ARTICLE X
	Tax Matters
10.1.	Preparation of Tax Returns	25
10.2.	Taxable Year	25
10.3.	Tax Elections	25
10.4.	Tax Controversies	26
10.5.	Organization Expense	26
10.6.	Taxation as a Partnership	26
10.7.	Tax Shelter Investor List	26
ARTICLE XI
Transfer of Interests
11.1.	Transfer	26
11.2.	Transfer of Interest of Managing General Partner	26
11.3.	Transfer of Interest of a Limited Partner	27
ARTICLE XII
Admission of Successor Partners
12.1.	Admission of Successor Limited Partner	27
12.2.	Amendment of Agreement and of Certificate of Limited Partnership	27

iii

ARTICLE XIII
Option to Sell and Option to Purchase the Partnership Interests Held by the Class A Limited Partners
13.1.	Introduction; Definition of Terms	27
13.2.	Grant to Class A Limited Partners of Option to Sell	29
13.3.	Grant to Partnership of Option to Purchase	29
13.4.	Grant to Purchasing Group of Option to Purchase	29
13.5.	Determination of Net Income for a Fiscal Year	29
13.6.	Resolution of Disputes	30
13.7.	Determination of the Option Price	30
13.8.	Procedure for Exercise of an Option; Payment of the Option Price	30
13.9.	Right of the Partnership to Purchase the Partnership Interest of a Departing Employee	32
13.10.	Right of a Purchase Group to Purchase the Partnership Interest of a Departing Employee	33
13.11.	Termination by Reason of Death or Incapacity During the Early Departure Period	36
13.12.	Partnership’s Purchase Right in the Event of Certain Actions	36
13.13.	Effect of Acquisition of Other Businesses on Earnings	36
13.14.	Right to Purchase	37
13.15.	Amendment to Article XIII	37
13.16.	No Right to Employment	37
ARTICLE XIV
Dissolution and Liquidation
14.1.	Dissolution	37
14.2.	Continuation of the Business of the Partnership After Dissolution	38
14.3.	Liquidation	39
14.4.	Distribution in Kind	40
14.5.	Cancellation of Certificate of Limited Partnership	40
14.6.	Reasonable Time for Winding Up	40
14.7.	Return of Capital	40
14.8.	Waiver of Partition	40
ARTICLE XV
Amendment of Partnership Agreement
15.1.	Amendment to be Adopted Solely by the Managing General Partner	40
15.2.	Amendment Procedures	41

iv

ARTICLE XVI
General Provisions
16.1.	Addresses	41
16.2.	Notices	41
16.3.	Titles and Captions	42
16.4.	Pronouns and Plurals	42
16.5.	Binding Effect	42
16.6.	Integration	42
16.7.	Creditors	42
16.8.	Waiver	42
16.9.	Counterparts	42
16.10.	Applicable Law	42
16.11.	Invalidity of Provisions	42
16.12.	Enforcement Costs	42

v

AGREEMENT OF LIMITED PARTNERSHIP

OF

SERVICEMASTER MANAGEMENT SERVICES LIMITED PARTNERSHIP

This Amended and Restated Agreement of Limited Partnership of ServiceMaster Management Services Limited Partnership, a Delaware limited partnership (the “Partnership”) is entered into as of January 1, 1994, by and among ServiceMaster Management Services, Inc., a Delaware corporation, as the managing general partner (the “Managing General Partner”), The ServiceMaster Company Limited Partnership, a Delaware limited partnership, as the special general partner (the “Special General Partner”), the persons executing the “Class A Limited Partner Signature Pages”, as the Class A Limited Partners (“Class A Limited Partners”), and The ServiceMaster Company Limited Partnership, as the Class B Limited Partner (“Class B Limited Partner”). The Class A Limited Partners and the Class B Limited Partners are collectively referred to herein as the “Limited Partners” and the two general partners and the Limited Partners are collectively referred to herein as the “Partners”.

RECITALS:

A. Since December 31, 1991, the Partnership has been, and the Partnership will continue to be, the organization through which the Management Services Business of the ServiceMaster enterprise is carried out; and

B. The Managing General Partner, the Special General Partner and the Class B as a Limited Partner desire to admit the Class A Limited Partners as partners in the Partnership.

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the Partners agree as follows:

ARTICLE I

Organizational Matters

1.1. Formation. The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”). Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Delaware Act. The Partnership Interest of any Partner shall be personal property for all purposes.

1.2. Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, “ServiceMaster Management Services”. The Partnership’s business may be conducted under any other name or names deemed advisable by the Managing General Partner, including the name of the Managing General Partner or any Affiliate. The words “Limited Partnership” or the abbreviation “L-P.” shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The Managing General Partner in its sole discretion may change the name of the Partnership at any time and from time to time.

1.3. Registered Office; Principal Office. (a) The address of the registered office of the Partnership in the State of Delaware shall be Corporation Trust Center, 1229 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company.

(b) The principal office of the Partnership shall be One ServiceMaster Way, Downers Grove, Illinois 60515, or such other place as the Managing General Partner may from time to time designate. The Partnership may maintain offices at such other place or places as the Managing General Partner deems advisable.

1.4. Power of Attorney. (a) Each of the Partners hereby constitutes and appoints the Managing General Partner and the Liquidator (as hereinafter defined), and any successor to either thereof by merger, assignment, election, or otherwise, with full power of substitution as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place, and stead, to:

(i) execute, swear to, acknowledge, deliver, file, and record in the appropriate office:

(A) this Agreement, all certificates and other instruments, and all amendments thereof which the Managing General Partner or the Liquidator deems reasonable and appropriate or necessary to form, qualify, or continue the qualification of the Partnership as a limited partnership (or a partnership in which limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property;

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(B) all instruments which the Managing General Partner or the Liquidator deems appropriate or necessary to reflect any amendment, change, modification, or restatement of this Agreement made in accordance with its terms;

(C) conveyances and other instruments or documents which the Managing General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation; and

(D) all instruments relating to the admission, withdrawal, or substitution of a partner pursuant to Articles XI and XII;

(ii) execute, swear to, and acknowledge all ballots, consents, approvals, waivers, certificates, and other instruments appropriate or necessary in the sole discretion of the Managing General Partner or the Liquidator to make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement and/or appropriate or necessary in the sole discretion of the Managing General Partner or the Liquidator to effectuate the terms or intent of this Agreement.

Nothing herein contained shall be construed as authorizing the Managing General Partner to amend this Agreement except in accordance with Article XV or as otherwise expressly provided for in this Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and not be affected by the subsequent dissolution, bankruptcy, or termination of any Partner or the transfer of all or any portion of any Partner’s Partnership Interest and shall extend to each Partner’s successors, assigns and representatives. Each Partner, in its capacity as such, hereby agrees to be bound by any representations made by the Managing General Partner or the Liquidator, acting in good faith pursuant to such power of attorney; and each Partner hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Managing General Partner or the Liquidator, taken in good faith under such power of attorney. Each Partner shall execute and deliver to the Managing General Partner or the Liquidator, within fifteen days after receipt of the Managing General Partner’s or the Liquidator’s request therefor, such further designations, powers of attorney, and other instruments as the Managing General Partner or the Liquidator deem necessary to effectuate this Agreement and the purposes of the Partnership.

1.5. Term. The Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act, and the Partnership shall continue in existence until the close of the Partnership business on December 31, 2040, or until the earlier termination of the Partnership in accordance with the provisions of Article XIV.

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ARTICLE II

Definitions

2.1. Defined Terms. Unless clearly indicated to the contrary, the following definitions shall, for all purposes, be applied to the terms used in this Agreement. Article XIII also contains definitions for application to that Article.

“Adjusted Capital Account Deficit” means, with respect to each of the Partners, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (1) credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentence of Treasury Regulation sec.1.704-1(b)(4)(iv)(f); and (2) debit to such Capital Account the items described in Treasury Regulation sec. 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulation sec. 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Adjusted Property” means any property for which the Carrying Value has been adjusted pursuant to Section 4.8 or Section 4.9. Once an Adjusted Property is deemed distributed by, and recontributed to, the Partnership for federal income tax purposes upon a termination thereof pursuant to Section 708 of the Code, such property shall thereafter constitute a Contributed Property until the Carrying Value of such property is further adjusted pursuant to Section 4.8 or Section 4.9.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with, the Person in question. As used in the definition of “Affiliate”, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreed Value” means, with respect to any Contributed Property transferred to the Partnership, the fair market value of such property as determined by the Managing General Partner. The Managing General Partner shall, in its discretion, use such method as it deems reasonable and appropriate to allocate the aggregate Agreed Value of the Contributed Properties transferred to the Partnership in a single or integrated transaction among each separate property. The Agreed Value of any Contributed Property shall reflect any adjustments made pursuant to Section 4.6.

“Agreement” means this Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.

“Book-Tax Disparity” means, with respect to a Contributed Property or Adjusted Property, as of any date of determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes. A Partner’s or assignee’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s or assignee’s Capital Account balance, as maintained pursuant to Article IV,

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and such balance had e Capital Account been maintained strictly in accordance with tax accounting principles.

“Business Day” means Monday through Friday of each week, except that a holiday recognized as such by the Government of the United States or the State of Illinois shall not be regarded as a Business Day.

“Capital Account” means the capital account maintained for a Partner pursuant to Section 4.5.

“Capital Contribution” means any cash and cash equivalent which a Partner contributes to the Partnership pursuant to Article IV.

“Carrying Value” means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, cost recovery deductions, and amortization deductions with respect to such property charged to the Capital Accounts as well as any other changes to such Carrying Value for sales, retirements, and other dispositions of assets included in a Contributed Property, at the time of determination; and (b) with respect to any other property, the adjusted basis thereof for federal income tax purposes, as of the time of determination, provided that if the value of such property shall be adjusted pursuant to Section 4.6, then (until a further adjustment shall be prescribed by this Agreement), the Carrying Value of such property shall thereafter be equal to the value after giving effect for such adjustment and to deductions for depreciation, cost recovery or amortization thereafter prescribed with respect to such property by paragraph (ii). The Carrying Value of any property shall be adjusted from time to time in accordance with Section 4.8 or Section 4.9, and to reflect changes, additions or other adjustments to the Carrying Value for dispositions, acquisitions or improvements of Partnership properties, as deemed appropriate by the Managing Partner.

“Certificate of Limited Partnership” means the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware pursuant to Section 1.4, as it may be amended and/or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, and applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Contributed Property” means each Contributing Partner’s interest in each property or other consideration, in such form as may be permitted by the Delaware Act (but excluding cash and cash equivalents) which is contributed to the Partnership by such Contributing Partner (or deemed contributed to the Partnership upon termination thereof pursuant to Section 708 of the Code). Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 4.6, such property shall no longer constitute a Contributed Property for purposes of Section 5.3 but shall thereafter constitute an Adjusted Property for such purposes.

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“Contributing Partner” means each Partner contributing (or deemed to have contributed, upon termination of the Partnership pursuant to Section 708 of the Code) property to the Partnership in exchange for Partnership Interests.

“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code, Sections 17-101, et seq., as it may be amended from time to time, and any successor to such Act.

“Designated Amount” has the meaning specified in Section 6.1(b).

“Fiscal Year” means the calendar year.

“General Partners” means the Managing General Partner and the Special General Partner.

“Limited Partners” means the Class A Limited Partners and the Class B Limited Partner.

“Liquidator” has the meaning specified in Section 14.3.

“Managing General Partner” means ServiceMaster Management Services, Inc., a Delaware corporation.

“Management Services Business” means the business as described in the Assignment and Assumption Agreement between The ServiceMaster Company and ServiceMaster Management Services L.P. dated January 1, 1993 (which description is incorporated herein by reference) as continued, enlarged or contracted since that date as a result of the conduct of business by the Partnership.

“Net Agreed Value” means (a) in the case of any Contributed Property, the Agreed Value of such property or other consideration reduced by any indebtedness or liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property currently distributed to a Partner pursuant to Section 5.6 or distributed in liquidation of the Partnership pursuant to Sections 14.3 or 14.4, the Partnership’s Carrying Value of such property at the time such property is distributed reduced by any indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“Net Cash Flow” means the total cash receipts generated from the operations of the Partnership, the sale or other disposition of any Partnership property, or otherwise (but specifically excluding (i) receipts from Capital Contributions and (ii) proceeds from loans to the Partnership), reduced by (a) all expense incident to the operation and management of the Partnership (but excluding any expense not involving a cash outlay, such as amounts charged for depreciation); (b) all current payments on account of any loans to the Partnership, including without limitation debt service to third party lenders; (c) expenditures for capital assets not financed through reserves previously set aside by the Partnership for such purposes; and (d) reasonable reserves for working capital and future obligations.

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“Net Income” means, for any period with respect to which the Partnership has any item of income, gain, deduction or loss (as determined under Section 5.1 and Section 4.6 which is to be reflected in the Capital Accounts, the excess (if any) of (a) the total amount of such items of income and gain for the period over (b) the total amount of such items of deduction and loss for the period, provided, however, that in the application of Article XIII, the term “Net Income” shall have the meaning set forth in Section 13.1.

“Net Loss” means, for any period with respect to which the Partnership has any item of income, gain, deduction or loss (as determined under Sections 5.1 and 4.6 which is to be reflected in the Capital Accounts, the excess (if any) of (a) the total amount of such items of deduction and loss for the period over (b) the total amount of such items of income and gain for the period.

“Opinion of Counsel” means a written opinion of counsel acceptable to the Managing General Partner. Such counsel may be the regular counsel to the Partnership or the Managing General Partner.

“Parent Partnership” means ServiceMaster Limited Partnership, a Delaware limited partnership.

“Partners” has the meaning set forth in the introductory paragraph to this Agreement.

“Partnership” means the limited partnership organized pursuant to this Agreement.

“Partnership Interest” means the interest of a Partner in the Partnership.

“Percentage Interest” means, the percentage ownership of the Partnership held by a given Partner at any time. On January 1, 1994, the Percentages Interests of the Partners were as follows: the Managing General Partner: 0.1%; the Special General Partner: 0.9%; the Class A Limited Partners collectively: 9.6282%; and the Class B Limited Partner: 89.3718%. The General Partner shall maintain in the books and records of the Partnership a record of the Percentage Interest held by each Partner. The Partners contemplate that the aggregate percentage interest of the Class A Limited Partners may increase to not more than 10% at a date or dates subsequent to January 1, 1994 (with a correlative adjustment in the Percentage Interest of the Class B Limited Partner). The Percentage Interest of each Class A Limited Partner shall be fixed at the date of his or her admission to the Partnership and any subsequent redemption or issuance of the Partnership Interest of a Class A Limited Partner shall be balanced by a correlative adjustment in the Percentage Interest of the Class B Limited Partner.

“Person” means an individual, corporation, partnership, trust, or unincorporated organization, association, or other entity.

“Recapture Income” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or 743 of the Code) upon the disposition of any property or asset of the Partnership that does not constitute capital gain or Section

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1231 gain for federal income tax purposes because such gain represents the recapture of deductions previously taken with respect to such property or assets.

“Residual Gain” or “Residual Loss” means any net gain or net loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or an Adjusted Property, to the extent such net gain or net loss is not allocated pursuant to Section 5.4 (a) to eliminate Book-Tax Disparities.

“ServiceMaster Management Services Affiliate” means any Affiliate of the Partnership.

“Unrealized Gain” attributable to a Partnership property means, as of any date of determination, the excess (if any) of the fair market value of such property (as determined pursuant to Section 4.6) as of such date of determination over the Carrying Value of such property as of such date of determination (prior to any adjustment to be made pursuant to Section 4.6 as of such date).

“Unrealized Loss” attributable to a Partnership property means, as of any date of determination, the excess (if any) of the Carrying Value of such property as of such date of determination (prior to any adjustment to be made pursuant to Section 4.6 as of such date) over the fair market value of such property (as determined pursuant to Section 4.6) as of the date of such determination.

ARTICLE III

Purpose

3.1. Purpose. The purpose and business of the Partnership shall be to conduct the Management Services Business as currently or hereafter conducted. Such business shall include, without limitation, the acquisition, management, operation, and disposition of the assets acquired by the Partnership, the carrying on of any businesses relating thereto or arising therefrom, the entering into any partnership, joint venture, or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing, and anything incidental or necessary to the foregoing, all for the production of income and profit.

ARTICLE IV

Capital Contributions

4.1. Managing General Partner. (a) The Managing General Partner shall not be required to contribute to the capital of the Partnership except (i) as may be necessary to pay liabilities of the Partnership for which provision cannot otherwise be made through cash flow generated from operations of the Partnership or debt incurred in accordance with this Agreement or (ii) as otherwise expressly required pursuant to the provisions of this Agreement.

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(b) The Managing General Partner will at all times while servicing in such capacity retain a Percentage Interest which entitles the Managing General Partner to a 0.1% participation in the income, gains, losses, deductions, and credits of the Partnership, but only for so long as it continues to serve in such capacity.

4.2. Special General Partner. The Special General Partner will at all times while serving in such capacity retain a Percentage Interest which entitles it to a 0.9% participation in the income, gains, losses, deductions, and credits of the Partnership, but only for so long as it continues to be serve in such capacity.

4.3. Class A Limited Partners. Effective January 1, 1994, each of the Class A Limited Partners contributed to the Partnership cash or property in the amount set forth on the signature page for such Class A Limited Partner. Each Class A Limited Partner is entitled to participate in the Partnership’s income, gains, losses, deductions and credits on the basis of his or her Percentage Interest, but only so long as his or her Partnership Interest is outstanding.

4.4. Class B Limited Partner. Effective January 1, 1994, the Class B Limited Partner shall be entitled to participate in the income, gains, losses, deductions, and credits of the Partnership on the basis of its Percentage Interest on that date. (If the collective Percentage Interest of the Class A Limited Partners is changed, the Percentage Interest of the Class B Limited Partner shall be adjusted in a manner reciprocal to such change, as provided in the definition of “Percentage Interest”).

4.5. Capital Accounts. The Partnership shall maintain for each Partner a separate capital account in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Except as otherwise required by Treasury Regulation Section 7.704-1(b)(2)(iv), such capital account shall be increased by (i) the amount of any cash on the Net Agreed Value of any property contributed to the Partnership by such Partner and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 4.6 and allocated to such Partner pursuant to Article V. The Capital Account of each Partner shall be decreased by: (i) the cash amount or Net Agreed Value of all actual and deemed distributions of cash or property made to such Partner pursuant to this Agreement and (ii) all items of Partnership deduction and loss allocated to such Partner pursuant to Article V.

4.6. Computation Rules. For purposes of computing the amount of Net Income or Net Loss for any period, the determination, recognition, and classification of each item of income, gain, deduction or loss comprising such Net Income or Net Loss shall be the same as its determination, recognition, and classification for federal income tax purposes (including any method of depreciation, cost recovery, or amortization used for this purpose); provided, that unless otherwise required under Treasury Regulation Section 1.704-1(b)(2)(iv):

(i) Solely for purposes of the application of the provisions hereof, the Partnership shall be treated as owning directly its proportionate share of all property owned by any partnership, joint venture, or similar entity in which the Partnership has an ownership interest (as determined by the Managing General Partner based upon the provisions of the governing documents of such entity).

(ii) In accordance with the requirements of Section 704(b) of the Code, any

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deductions for depreciation, cost recovery, or amortization attributable to a Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 4.8 or 4.9 to the Carrying Value of any Partnership property subject to depreciation, cost recovery, or amortization, any further deductions for such depreciation, cost recovery, or amortization attributable to such property shall be determined (A) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment and (B) using a rate of depreciation, cost recovery, or amortization derived under the same method and useful life as is applied for federal income tax purposes; provided, however, that if the asset has a zero adjusted basis, depreciation, cost recovery, or amortization, then deductions shall be determined using any reasonable method that the Managing General Partner may adopt.

(iii) Any income, gain, or loss attributable to the taxable disposition of any property shall be determined by the Partnership as if the adjusted basis of such property as of the date of such disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

(iv) If the Partnership’s adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 50(c)(1) of the Code (or any analogous provisions), the amount of such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or cost recovery deduction in the year that such property is placed in service and shall be allocated among the Partners pursuant to Article V. Any restoration of such basis pursuant to Section 50(c)(2) (or any analogous provision) of the Code shall be allocated in the same manner to the Partnership Interests to which such deemed deduction was allocated.

(v) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) an interest in the Partnership that can neither be deducted nor amortized under Section 709 of the Code shall be treated as an item of deduction and shall be allocated among the Partners pursuant to Article V.

(vi) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss, and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code (or treated as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(i)), without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalizable for federal income tax purposes.

4.7. Effect of Transfer of Partnership Interest. Generally, a transferee of a Partnership Interest shall succeed to the Capital Account of the transferor relating to the Partnership Interest transferred. However, if the transfer causes a termination of the Partnership under Section 708(b)(1)(B) of the Code, the Partnership properties shall be deemed to have been distributed in liquidation of the Partnership to the Partners (including the transferee of the Partnership Interest) and deemed recontributed by such Partners and transferees in reconstitution of the Partnership. In such event, the Carrying Values of the Partnership properties shall be adjusted immediately prior to such deemed distribution pursuant to Section 4.6, and such adjusted Carrying Values shall constitute

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the Agreed Values of such properties upon such deemed contribution to the reconstituted Partnership. The Capital Accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this Agreement.

4.8. Issuance of Additional Partnership Interests. Consistent with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv), upon the contribution to the Partnership of cash or properties in exchange for additional interests in the Partnership, the Managing General Partner shall make appropriate adjustments to the Capital Accounts (and other Carrying Values of the Partnership’s properties).

4.9. Redemptions. In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), immediately prior to actual or deemed distribution of any Partnership property (other than cash or cash equivalents), the Capital Accounts of all Partners and the Carrying Values of Partnership properties shall be adjusted (consistent with the provisions hereof) upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to each Partnership property (as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of each property, immediately prior to such distribution, and had been allocated to the Partners at such time pursuant to Article V). In determining the Unrealized Gain or Unrealized Loss, the aggregate fair market value of Partnership properties as of any date of determination shall, in the case of a current distribution pursuant to Article V (or deemed distribution occurring as a result of a termination of the Partnership pursuant to Section 708 of the Code), be determined in the same manner provided in Section 4.7 or in the case of a liquidating distribution pursuant to Article IV, be determined by the Managing General Partner using such reasonable methods of valuation as it may adopt.

4.10. Interest. No interest shall be paid by the Partnership on Capital Contributions or on balances in Partners’ Capital Accounts.

4.11. No Withdrawal. No Partner shall be entitled to withdraw any part of his, her or its Capital Contribution or its Capital Account or to receive any distribution from the Partnership except as provided in Article VI and Article XIV.

4.12. Loans From Partners. Loans by a Partner to the Partnership shall not be considered Capital Contributions. If any Partner shall advance funds to the Partnership in excess of the amounts required hereunder to be contributed by it to the capital of the Partnership, the making of such advance shall not result in any increase in the amount of the Capital Account of such Partner. The amounts of any such advances shall be a debt of the Partnership to such Partner and shall be payable or collectible only out of the Partnership assets in accordance with the terms and conditions upon which such advances are made.

ARTICLE V

Allocations

5.1. Determination of Profits and Losses. The profits and losses of the Partnership shall be determined for each Fiscal Year in accordance with the accrual method of accounting within ninety (90) days after the end of such Fiscal year. The terms “Net Income” and “Net Losses” as used herein include each item of Partnership income, gain, loss, deduction, and credit, as the case may be.

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5.2. General Rule for Capital Account Allocations. Except as otherwise provided in this Agreement, for purposes of maintaining the Capital Accounts of the Partners and determining the rights of the Partners among themselves, the Net Income and the Net Loss of the Partnership shall be allocated with respect to each Fiscal Year to the Partners in accordance with their Percentage Interests.

5.3. Exceptions to the General Rule. (a) If any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704¬1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of the Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate a deficit (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) in his, her or its Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided that, to the extent possible without violating the provisions or purposes of Code Section 704 or the Treasury Regulations thereunder, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated so as to achieve as nearly as possible the results that would have been achieved if this Section 5.3(a) was not in this Agreement. This Section 5.3(a) is intended to constitute a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(d)(3).

(b) If, and to the extent that, any Partner is deemed to recognize income as a result of any transaction between such Partner and the Partnership pursuant to Sections 1272-1274, Section 7872, Section 483 or Section 482 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting loss or deduction of the Partnership shall be allocated to the Partner who was charged with such income if and to the extent necessary to avoid consequences that were not anticipated by the partners at the time of the transaction.

(c) Items of loss or deduction attributable to partner nonrecourse debt (as defined in Treasury Regulation Section 1.704-2(b)(4)) shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). If there is a net decrease in partnership minimum gain (determined pursuant to Treasury Regulation Section 1.704-2(d)) or partner nonrecourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)) during any calendar year, each Partner shall be allocated items of income and gain for such calendar year (and, if necessary, for subsequent years) in the amounts and of such character as determined according to Treasury Regulation Section 1.704-2(f) and (i)(4), respectively. This Section 5.3(c) is intended to be a minimum gain chargeback provision that complies with the requirements of Treasury Regulation Section 1.704-2(f) and (i), and shall be interpreted in a manner consistent therewith.

(d) Allocations made pursuant to Section 5.3(c) shall be made before any other allocation of Partnership items is made pursuant to this Section 5.3.

(e) To the extent possible without violating the provisions or purposes of Code Section 704 or the Treasury Regulations thereunder, the Partnership’s subsequent income, gains, losses, deductions and credits will be allocated so as to achieve as nearly as possible the results that would have been achieved if Section 5.3(c) was not in this Agreement.

(f) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-

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1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis), and such item of gain or loss shall be allocated in a manner consistent with the manner in which the Capital Accounts are required to be adjusted pursuant to the Treasury Regulations.

5.4. Allocations for Tax Purposes. (a) For federal income tax purposes, except as otherwise provided in this Section 5.4, each item of income, gain, loss, deduction and credit of the Partnership shall be allocated among the Partners in the same manner as its correlative “book” item of income gain, loss, deduction or credit has been allocated pursuant to Sections 5.2 and 5.3.

(b) In the case of a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation and cost recovery deductions attributable thereto shall be allocated for federal income tax purposes among the Partners as follows:

(i) In the case of a Contributed Property, such items shall be allocated among the Partners in a manner that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution in attempting to eliminate Book-Tax Disparities.

(ii) In the case of an Adjusted Property, such items shall (A) first be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.4 in attempting to eliminate Book-Tax Disparities and (B) second, in the event such property was originally a Contributed Property, allocated among the Partners in a manner consistent with the first sentence of Section 5.4.

(c) Any gain allocated to the Partners pursuant to this Section 5.4 which arises upon the sale or other taxable disposition of any Partnership property for any taxable period shall be characterized as Recapture Income in the same proportions and to the same extent as such Partners and (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gain as Recapture Income. The balance of such gain, if any, shall be characterized as Recapture Income to such Partners whose share of such gain exceeds their share of Recapture Income in the proportion which such excess gain of such Partners bears to the aggregate excess gain.

(d) All items of income, gain, loss, deduction, credit and basis allocation recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted by Sections 734 and 743 of the Code and, where appropriate, to provide only Partners recognizing gain on Partnership distributions covered by Section 734 of the Code with the federal income tax benefits attributable to the increased basis in Partnership property resulting from any election under Section 754 of the Code.

(e) It is intended that the allocations prescribed in Sections 5.4(b)(i) and (b)(ii) constitute

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allocations for federal income tax purposes that are consistent with Section 704 of the Code and comply with any limitations or restrictions therein.

(f) Each item of Partnership income, gain, loss, deduction and credit attributable to a transferred Partnership Interest shall, for federal income tax purposes, be determined on an annual pro rated basis (or other basis, as required or permitted by Section 706 of the Code) and shall be allocated to the Partners who own Partnership Interests based on the number of days each such Partner is recognized by the Partnership as owning such Partnership Interest; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the record holder of the Partnership Interest on the date of sale. The Managing General Partner may revise, alter or otherwise modify such methods of determination and allocation as it determines appropriate, to the extent permitted by Section 706 of the Code and regulations or rulings promulgated thereunder.

(g) Solely for purposes of the interpretations and application of this Article V, the Partnership shall be treated as owning its proportionate share of all properties owned by a partnership which is an Affiliate.

5.5. Allocation in the Event of Transfers. Each item of income, gain, loss, deduction, or credit which is allocable to a Partner’s Partnership Interest that is transferred in whole or in part during any year shall, if permitted by law, be allocated according to the varying Percentage Interests of the Partners during the year. In applying this rule, the Partners shall prorate such Partnership items over the Partnership year by assigning the appropriate portion of each such item to each day in the period to which it is attributable.

5.6. Allocation of Profits and Losses on Distribution of Assets in Kind. In the event that all or a portion of the assets of the Partnership are distributed to the Partners in kind, the Capital Accounts of the Partners shall be—

(a) Increased by the gain which would have been recognized by the Partnership if the assets to be distributed in kind were sold by the Partnership at a price equal to the fair market value of such assets, and any such profits were allocated between the Partners in accordance with the provisions of this Article V; or

(b) Decreased by the loss which would have been recognized by the Partnership if the assets to be distributed in kind were sold by the Partnership at a price equal to the fair market value of such assets, and any such losses were allocated between the Partners in accordance with the provisions of this Article V.

The term “fair market value” shall be an amount agreed upon unanimously by the Partners within thirty (30) days of a determination to distribute assets in kind pursuant hereof and, if not so agreed, by appraisal performed by an appraiser selected in the reasonable good faith discretion of the Managing General Partner, provided that such appraiser shall be an M.A.I. appraiser with at least five (5) years prior experience in valuing similar assets.

5.7. Elections. In the event of a transfer of a Partnership Interest, including a transfer at death, the Partnership, upon the good faith approval of the Managing General Partner (who shall specifically take into account the request of the Partner acquiring such Partnership Interest), may

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elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets. Except insofar as an election pursuant to Section 754 has been made with respect to the interest of any Partner, the determination for federal income tax purposes of any Net Income or Net Loss shall be made as provided for in this Agreement. Each Partner agrees to furnish the Partnership with all information necessary to give effect to such election.

5.8. Deficit in Capital Account Balances. Upon dissolution and termination of the Partnership, the Managing General Partner, after giving effect to all contributions, distributions, and allocations for all taxable years, including the year in which such liquidation occurs, shall contribute to the capital of the Partnership an amount equal to the negative balance, if any, in its Capital Account in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(3). Any amount contributed by the Managing General Partner under this Section 5.8 shall be distributed according to the priorities set forth in Section 14.3.

5.9. Recharacterization of Fees and Guaranteed Payments. Notwithstanding anything to the contrary in this Agreement, if any fees, interest, or other amounts paid or payable to any Partner or any of its Affiliates (or any fees paid or payable to a third party) are deducted by the Partnership in reliance on Section 707(a) of the Code (or would be so deducted if such payee were treated as a Partner) and such fees, interest, or other amounts are disallowed as deductions to the Partnership and are recharacterized as Partnership distributions, then there shall be allocated to such Partner prior to the allocations otherwise pursuant to this Article V an amount of Partnership gross revenues for the year in which such fees, interest, or other amounts are treated as Partnership distributions in an amount equal to such fees, interests, or other amounts treated as distributions.

5.10. Imputation of Profit or Loss. Notwithstanding anything to the contrary in this Agreement, if and to the extent that, as a result of the Partnership engaging in any transaction with any Partner, any Partner is deemed to recognize income as a result of such transaction pursuant to Sections 1272-1274, Section 7372, Section 483, or Section 482 of the Code, or any similar provision now or hereinafter in effect, or the Partnership is deemed to receive income under any of these provisions, then any corresponding resulting loss, deduction, or income of the Partnership shall be allocated to the Partner who engaged in such transaction with the Partnership.

5.11. Minimum Gain. (a) Notwithstanding any other provision of this Agreement, if a Limited Partner’s Capital Account has a deficit balance resulting in whole or in part from allocations of loss or deduction attributable to nonrecourse debt which is secured by Partnership property, which deficit balance exceeds such Partner’s share of minimum gain (as defined below), then gross income and gain shall first be allocated to such Partner in an amount equal to such excess.

(b) For purposes of this Section 5.11, “minimum gain” means the excess of the outstanding principal balance of nonrecourse debt which is secured by Partnership property over the Partnership’s adjusted tax basis of such property.

(c) The Partners hereby acknowledge that this Section 5.11 is intended to comply with the requirements of Treasury Regulation Section 1.704-1(b)(4)(iv) and is to be interpreted, if possible, to comply with requirements of such regulation. The Managing General Partner shall have complete discretion to amend this provision if, in the Opinion of Counsel, such amendment is advisable to comply with Treasury Regulation Section 1.704-1(b)(4)(iv).

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5.12. Qualified Income Offset. (a) Except as provided in Section 5.10, if the Limited Partner unexpectedly receives an adjustment, allocation, or distribution due to items set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that results in such Partner having an Adjusted Capital Account Deficit, such Partner shall, as quickly as possible and to the extent required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d), be allocated items of gross income in an amount sufficient to eliminate such Adjusted Capital Account Deficit.

(b) The Partners hereby acknowledge that this Section 5.12 is intended to comply with the requirements of Treasury Regulation Section 1.704-1(b)(2)(ii)(d), relating to a “qualified income offset”, and is to be interpreted, if possible, to comply with the requirements of such regulation. The Managing General Partner shall have complete discretion to amend this provision if such an amendment would not have a material adverse effect on the Limited Partners and if, in the Opinion of Counsel, such amendment is advisable to comply with Treasury Regulation Section 1.704-1(b)(2)(ii)(d).

5.13. Limitation on Allocation of Losses. Notwithstanding the provisions of Section 5.2, Losses allocated pursuant to Section 5.2 shall not exceed the maximum amount of Net Losses that can be so allocated without causing a Limited Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. All Losses in excess of the limitation set forth in this Section 5.13 shall be allocated to the Managing General Partner.

5.14. Curative Allocations. Notwithstanding the provisions of Section 5.2, allocations pursuant to Sections 5.10, 5.11, and 5.12 shall be taken into account in allocating other profits or Losses between the Partners so that to the extent possible the net amount of such allocations of other Profits or Losses and the allocations pursuant to Sections 5.10, 5.11 and 5.12 to each Partner shall be equal to the net amount that would have been allocated to such Partner if the allocations pursuant to Sections 5.10, 5.11 and 5.12 had not occurred.

ARTICLE VI

Distributions of Net Cash Flow

6.1. Distributions of Net Cash Flow Not Within the Context of a Dissolution and Termination of the Partnership. (a) Net Cash Flow not distributed in connection with a dissolution and termination of the Partnership shall be distributed as provided in this Section 6.1.

(b) As used in this Article VI, the term “Designated Amount” shall mean, for the Class A Limited Partners as a group: (1) the total of all interest due from time to time under all of the Class A Limited Partners’ Equity Loans plus (2) the total of the annual federal and state tax obligations imposed on the Class A Limited Partners (and, for purposes of this calculation, it shall be assumed that the taxable income of the Partnership which is allocated to each Class A Limited Partner is subject to tax at the maximum marginal federal tax rate). For purposes of this definition it shall be assumed that each Class A Limited Partner received an Equity Loan equal to 50% of his or her Capital Contribution.

(c) For the period beginning January 1, 1994 and ending December 31, 1998, and for each Fiscal Year thereafter until the first Fiscal Year at the beginning of which no Class A Limited Partner

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interests are outstanding, the Managing General Partner shall cause the Partnership to distribute: (i) to each of the Class A Limited Partners cash in an amount equal to such Class A Limited Partner’s proportional share of the Designated Amount and (ii) to the Class B Limited Partner an amount determined in the discretion of the Managing General Partner. Distributions of Net Cash Flow made pursuant to this Section 6.1 (c) shall be made at such times during the first period described above and each such Fiscal Year thereafter or within a reasonable time thereafter as determined by the Managing General Partner, except that such distributions shall be made not less often than necessary to enable the Class A Limited Partners to meet their interest and tax payment obligations made and incurred in connection with their Equity Loans and their position as Class A Limited Partners.

(d) Commencing with the first Fiscal Year at the beginning of which no Class A Limited Partner interests are outstanding, the amount and timing of Net Cash Flow distributions shall be determined by the Managing General Partner in its discretion. All Distributions of Net Cash Flow which are made pursuant to this Section 6.1 (d) shall be distributed to the Partners in proportion to their Percentage Interests.

6.2. Distributions of Net Cash Flow in the Context of a Dissolution and Termination of the Partnership. Distributions of Net Cash Flow upon the dissolution and termination of the Partnership shall be made in accordance with the provisions of Section 14.3.

ARTICLE VII

Management and Operation of the Business

7.1. Management. (a) The Managing General Partner shall conduct, direct, and exercise full control over all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the Managing General Partner, and no other Partner shall have any right of control or management over the business and affairs of the Partnership.

(b) In addition to the powers now or hereafter granted to a Managing General Partner of a limited partnership under applicable law or which are granted to the Managing General Partner under any other provisions of this Agreement, the Managing General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, subject to the terms of this Agreement, including, without limitation:

(i) the making of any expenditures, the borrowing of money, the guaranteeing of indebtedness and other liabilities, the issuance of evidence of indebtedness, and the incurring of any obligations that it deems necessary for the conduct of the activities of the Partnership in the ordinary course of business;

(ii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation, or exchange of any or all of the assets of the Partnership and the merger of the Partnership into another entity;

(iii) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose and on any terms it sees fit, including, without limitation, the financing

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of the conduct of the operations of the Partnership, the lending of funds to other Persons, and the repayment of obligations of the Partnership;

(iv) the negotiation and execution on any terms deemed desirable in its sole discretion and the performance of any contracts, conveyances, or other instruments that it considers useful or necessary to the conduct of the Partnership operations or the implementation of its powers under this Agreement;

(v) the distribution of Partnership cash as provided herein;

(vi) the selection and dismissal of employees and outside attorneys, accountants, consultants, and contractors and the determination of their compensation and other terms of employment or hiring;

(vii) the maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary;

(viii) the formation of any further limited or Managing General Partnerships, joint ventures, or other relationships that it deems desirable in the ordinary course of business; and

(ix) the control of any matters affecting the rights and obligations of the Partnership, including, without limitation, the conduct of litigation, the incurring of legal expenses, and the settlement of claims and litigation.

(c) The participation by the Managing General Partner in any agreement authorized or permitted under this Agreement shall not constitute a breach by the Managing General Partner of , any duty that the Managing General Partner may owe to the Partnership or the Limited Partner under this Agreement or under applicable law.

7.2. Certificate of Limited Partnership. The Managing General Partner shall cause to be filed such certificates or documents as may be determined by the Managing General Partner to be reasonable or necessary or appropriate for the formation, continuation, qualification, and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business. To the extent that the Managing General Partner in its sole discretion determines such action to be reasonable and necessary or appropriate and not in contravention of this Agreement, the Managing General Partner shall file amendments to the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware or any other state in which the Partnership may elect to do business. Subject to applicable law, the Managing General Partner may omit from the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of Delaware and from any other certificates or documents filed in any other states in order to qualify the Partnership to do business therein, and from all amendments thereto, the name and address of any Limited Partner and information relating to the Capital Contributions and share of profits of any Limited Partner.

7.3. Reliance by Third Parties. Any other provision of this Agreement to the contrary notwithstanding, no lender or purchaser, including any purchaser of property from the Partnership

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or any other Person dealing with the Partnership, shall be required to look to the application of proceeds hereunder or to verify any representation by the Managing General Partner as to the extent of the interest in the assets of the Partnership that the Managing General Partner is entitled to encumber, sell, or otherwise use, and any such lender or purchaser shall be entitled to rely exclusively on the representation of the Managing General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the Managing General Partner as to its authority to enter into such financing or sale arrangements and shall be entitled to deal with the Managing General Partner on behalf of the Partnership as if it were the sole party in interest therein, both legally and beneficially. In no event shall any Person dealing with the Managing General Partner or the Managing General Partner’s representative with respect to any business or property of the Partnership be obligated to ascertain that the terms of this Agreement have been complied with, or be obligated to inquire into the necessity or expedience of any act or action of the Managing General Partner or the Managing General Partner’s representative; and every contract, agreement, deed, mortgage, security agreement, promissory note, or other instrument or document executed by the Managing General Partner or the Managing General Partner’s representative with respect to the business or property of the Partnership shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution and/or delivery thereof, this Agreement was in full force and effect, (ii) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Partnership, and (iii) the Managing General Partner or the Managing General Partner’s representative was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Partnership.

7.4. Compensation and Reimbursement of the Managing General Partner. (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, no General Partner shall be compensated for its services as a General Partner to the Partnership.

(b) The Managing General Partner shall be reimbursed for all expenses, disbursements, and advancements’ incurred or made in connection with the organization of the Partnership, the qualification of the Partnership and the Managing General Partner to do business.

(c) The Managing General Partner shall be reimbursed on a monthly basis, or such other basis as the Managing General Partner may determine in its sole discretion, for all direct expenses it incurs or makes on behalf of the Partnership (including amounts paid by the Managing General Partner to any Person to perform services to the Partnership) and for that portion of any in-house legal and accounting costs and expenses, telephone, secretarial, aircraft, travel and entertainment expenses, office rent and other office expenses, salaries and other compensation expenses of employees, officers and directors, other administrative expenses and other expenses necessary or appropriate to the conduct of the Partnership’s business and are allocable to the Partnership. Such reimbursements shall be in addition to any reimbursement to the General Partners as a result of indemnification pursuant to Section 7.8.

7.5. Outside Activities. (a) The Managing General Partner has been organized for the sole purpose of serving as the managing general partner of the Partnership. Accordingly, the Managing General Partner may not enter into or conduct any business in addition to the business of serving as the managing general partner of the partnership under the terms of this Agreement.

(b) Any Affiliate of the Managing General Partner and any director, officer, partner, or

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employee of the Managing General Partner or any Affiliate of the Managing General Partner may have business interests and engage in business activities in addition to those relating to the Partnership and may engage in any other business and activities for their own account and for the account of others, except for business interests and activities that conflict with or are in direct competition with the Partnership. Except as specified in Section 7.5(a) above and in this Section 7.5(b), no other provision of this Agreement shall be deemed to prohibit any such Person from conducting such other business and other activities. Neither the Partnership nor any of the Partners shall have any rights by virtue of this Agreement or their partnership relationship created hereby in any business ventures of any Affiliate of the Managing General Partner or any director, officer, partner, or employee of the Managing General Partner or an Affiliate of the Managing General Partner.

7.6. Partnership Funds. The funds of the Partnership shall be deposited in such account or accounts as are designated by the Managing General Partner. The Managing General Partner may, in its sole discretion, deposit funds of the Partnership in a central disbursing account maintained by or in the name of the Managing General Partner or the Partnership in which funds of the Partnership and other Persons are also deposited, provided, that at all times books of account are maintained which show the amount of funds of the Partnership on deposit in such account. The Managing General Partner may use the funds of the Partnership as compensating balances for its benefit, provided, that such funds do not directly or indirectly secure, and are not otherwise at risk on account of, any indebtedness or other obligation of the Managing General Partner or any director, officer, partner, employee, or Affiliate thereof. Nothing in this Section 7.6 shall be deemed to prohibit or limit in any manner the right of the Partnership to lend funds to any General Partner or any Affiliate thereof pursuant to Section 7.7(a). All withdrawals from or charges against such accounts shall be made by the Managing General Partner or by its officers or agents. Funds of the Partnership may be invested as determined by the Managing General Partner, except in connection with acts otherwise prohibited by this Agreement.

7.7. Dealings with the General Partners. (a) Any General Partner or any Affiliate thereof may lend to the Partnership funds needed by the Partnership for such periods of time as the Managing General Partner may determine; provided, however, that such General Partner or such Affiliate may not charge the Partnership interest at a rate greater than the rate (including points or other financing charges or fees) that would be charged to the Partnership (without reference to the General Partner’s or the Limited Partners’ financial abilities or guarantees) by unrelated lenders on comparable loans. The Partnership shall reimburse such General Partner or Affiliate for any costs incurred by it in connection with the borrowing of funds obtained by the General Partner or such Affiliate and loaned to the Partnership.

(b) The Managing General Partner may itself, or through an Affiliate, render services to the Partnership. Any service rendered to the Partnership by the Managing General Partner or any such Affiliate shall be on terms that are fair and reasonable to the Partnership. The provisions of Section 7.4 shall apply to the rendering of services described in this Section 7.7(b).

(c) The Partnership may transfer assets to joint ventures, other partnerships, corporations, or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions which are consistent with applicable law as the Managing General Partner deems appropriate.

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(d) The Partnership may transfer assets to other partnerships, corporations, or other business entities which are controlled, directly or indirectly, by ServiceMaster Limited Partnership upon such terms and subject to such conditions which are consistent with applicable laws as the Managing General Partner deems appropriate and which are fair to the Limited Partners.

(e) No General Partner or any Affiliate thereof shall sell, transfer, or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership.

7.8. Indemnification. (a) To the fullest extent permitted by law, the Partnership shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that the Person is or was a General Partner or a stockholder, director, officer or employee of a General Partner, or is or was serving at the request of a General Partner or the Partnership as a stockholder, director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Person in connection with such action, suit or proceeding, unless such Person failed to act in good faith and in a manner that such Person actually believed to be in or not opposed to the best interests of the Partnership. This indemnification shall continue as to any Person who has ceased to serve in any or all of the foregoing capacities and shall inure to the benefit of the heirs, executors and administrators of any deceased Person. The right to this indemnification shall be deemed a contract right and shall include the right to be advanced currently the expenses incurred in connection with any such action, suit or proceeding.

(b) If a claim under paragraph (a) of this Section is not paid in full by the Partnership within 60 days after a written claim has been received by the Partnership, except in the case of a claim for the advancement of expenses incurred in connection with any action, suit or proceeding in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Partnership to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Partnership to recover the advancement of expenses incurred in connection with any action, suit or proceeding, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such a claim. In any action brought by the indemnitee to enforce a right to indemnification hereunder or by the Partnership to recover the advancement of expenses incurred in connection with any action, suit or proceeding, the Partnership shall have the burden of proving by clear and convincing evidence that the indemnitee is not entitled to be indemnified under this Section or otherwise. No unilateral determination by the Partnership that the indemnitee has not met the standard of conduct set forth in paragraph (a) of this Section 7.8(a) shall create a presumption that the indemnitee has not met that standard of conduct or, in the case of an action brought by the indemnitee under this Section 7.8(b), be a defense to the action.

(c) The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, act of the Limited Partners or otherwise.

(d) The Partnership may maintain insurance, at its expense, to protect any Person against any expense, liability or loss, whether or not the Partnership would have the power to indemnify such

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Person against such expense, liability or loss under the Delaware Act.

(e) The Partnership may, to the extent authorized from time to time by the Managing General Partner, grant rights to indemnification and the advancement of expenses to any employee or agent of the Partnership or any Affiliate lesser than or coextensive with the rights set forth above in this Section.

(f) For purposes of this Section 7.8, the Partnership shall be deemed to have requested an indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the indemnitee of his or its duties to the Partnership also imposes duties on, or otherwise involves services by, the indemnitee to the plan or participants or beneficiaries of the plan; and action taken or omitted by the indemnitee with respect to an employee benefit plan in the performance of his or its duties for a purpose actually believed by him or it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interest of the Partnership.

(g) In no event may an indemnitee subject a Limited Partner to personal liability by reason of these indemnification provisions.

(h) An indemnitee shall not be denied indemnification in whole or in part under this Section 7.8 because the indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

7.9. Limitation on Liability . (a) No General Partner and no stockholder, director, officer or employee of a General Partner and no general partner of a General Partner shall be liable to the Partnership or to a Limited Partner unless the Partnership or such Limited Partner satisfies its burden of proof to show by clear and convincing evidence that the Person sought to be held liable (i) breached a duty of loyalty to the Partnership or (ii) acted in bad faith or engaged in intentional misconduct or a knowing violation of law or (iii) derived an improper personal benefit.

(b) Each General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents; and such General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by such General Partner in good faith.

7.10. Resolution of Conflicts of Interest .(a) Unless otherwise expressly provided herein, (a) whenever a conflict of interest exists or arises between any General Partner or Affiliate thereof, on the one hand, and the Partnership or a Limited Partner, on the other hand, or (b) whenever this Agreement or any other agreement contemplated herein provides that such General Partner shall act in a manner which is, or provides terms which are, fair and reasonable to the Partnership, the Managing General Partner shall resolve such conflict of interest, take such action, or provide such terms considering, in each case, the relative interests of each party to such conflict, agreement, transaction, or situation, the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Managing General Partner, the resolution, action, or terms so made, taken, or provided by the Managing General Partner shall not constitute a breach of this Agreement or any other agreement contemplated herein or therein.

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(b) Whenever in this Agreement any General Partner is permitted or required to make a decision (i) in its “sole discretion” or “discretion”, with “complete discretion” or under a grant of similar authority or latitude, such General Partner shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest or factors affecting the Partnership or any of the other Partners, or (ii) in its “good faith” or under another express standard, such General Partner shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, or any other agreement contemplated herein or therein. Any standard of care or duty imposed in this Agreement or under the Delaware Act or any other applicable law, rule or regulation shall be modified, waived or limited in each case as required to permit each General Partner to act under this Agreement and to make any decision pursuant to the authority presented in this Section 7.10(b).

7.11. Other Matters Concerning the Managing General Partner. (a) Each General Partner may rely and shall be protected in acting or refraining from acting upon resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) Each General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any opinion of such Persons as to matters which such General Partner believes to be within such Persons’ professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by such General Partner hereunder in good faith and in accordance with such opinion.

7.12. Title to Partnership Assets. Title to Partnership assets, whether real, personal, or mixed, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, any General Partner, or one or more nominees, as the Managing General Partner may determine. Each General Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of such General Partner shall be held in trust by such General Partner for the use and benefit of the Partnership in accordance with the terms and provisions of this Agreement. All Partnership assets shall be recorded as the property of the Partnership on its books and records irrespective of the name in which legal title to such Partnership assets is held.

ARTICLE VIII

Rights and Obligations of the Limited Partners

8.1. Limitation of Liability. No the Limited Partner and no Person who may become a limited partner hereunder, shall have any liability under this Agreement except as provided in this Agreement or in the Delaware Act.

8.2. Management of Business. The Limited Partners shall not take part in the operation, management, or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name, or have the power to sign documents for or otherwise

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bind the Partnership. The transaction of any such business by a director, officer, Managing General Partner, employee, or agent of a Limited Partner or its Affiliate in his, her or its capacity as such shall not affect, impair, or eliminate the limitations on the liability of any Limited Partner under this Agreement.

8.3. Outside Activities. Each Limited Partner shall be entitled to have business interests and engage in business activities in addition to those relating to the Partnership. Neither the Partnership, any other Partner, nor any one else shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

8.4. Return of Capital. No Limited Partner shall be entitled to the withdrawal or return of his, her or its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law, and then only to the extent provided for in this Agreement.

8.5. Rights of Limited Partners Relating to the Partnership. In addition to other rights provided by this Agreement or by applicable law, each Limited Partner shall have the right, for a proper purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon reasonable demand at the expense of the Partnership:

(i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;

(ii) promptly after becoming available, to obtain a copy of the Partnership’s federal, state, and local income tax returns for each year;

(iii) to have furnished to it, upon notification to the Managing General Partner, a current list of the name and last known business, residence, or mailing address of each Partner;

(iv) to have furnished to it, upon notification to the Managing General Partner, a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with executed copies of any powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed; and

(v) to inspect and copy any of the Partnership’s books and records and to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

ARTICLE IX

Books, Records, Accounting and Reports

9.1. Records of the Partnership. (a) The Managing General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including (without limitation) all books and records necessary to provide to the Limited Partners any information, lists, and copies of documents required to be provided

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pursuant to this Agreement. Any records maintained by the Partnership in the regular course of its business, including the record of the holders of Partnership Interests, books of account, and records of Partnership proceedings, may be kept on or be in the form of magnetic tape, photographs, micrographics, or any other information storage device; provided, that the records so kept are convertible into clearly legible written form within a reasonable period of time.

(b) Any former partner of the Partnership shall have a right to receive copies of all books and records of the Partnership pertaining to its term as a Partner at the expense of the Partnership.

9.2. Accounting Matters. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with generally accepted accounting principles consistently applied. All decisions as to accounting matters, except as specifically provided to the contrary herein, shall be made in good faith by the Managing General Partner.

9.3. Reports. (a) As soon as practicable, but in no event later than thirty (30) days after the close of each Fiscal Year, the Managing General Partner shall cause to be delivered to each Limited Partner reports containing financial statements of the Partnership for the Fiscal Year, presented in accordance with generally accepted accounting principles consistently applied, including a balance sheet, a statement of income, a statement of Partners’ equity, and a statement of changes in financial position.

(b) As soon as practicable, but in no event later than thirty (30) days after the close of each calendar quarter, except the last calendar quarter of each Fiscal Year, the Managing General Partner shall cause to be delivered to each Limited Partner a report containing such financial information for that calendar quarter as the Managing General Partner in good faith deems appropriate, but in no event anything less than a balance sheet, a statement of income and a statement of Partners’ equity.

9.4. Other Information. The Managing General Partner may release such information concerning the operations of the Partnership to such sources as is customary in the industry or required by law or regulation of any regulatory body.

ARTICLE X

Tax Matters

10.1. Preparation of Tax Returns. The Managing General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses, and other items necessary for federal and state income tax purposes and shall furnish to Partners within ninety (90) days of the close of the taxable year the tax information reasonably required for federal and state income tax reporting purposes. The classification, realization, and recognition of income, gains, losses, and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

10.2. Taxable Year. The taxable year of the Partnership shall be the calendar year.

10.3. Tax Elections. Except as otherwise provided herein, the Managing General Partner

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shall, in its sole discretion, determine whether to make any available election pursuant to the Code. The Managing General Partner shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the Managing General Partner’s determination that such revocation is in the best interests of the Limited Partners.

10.4. Tax Controversies. Subject to the provisions hereof, the Managing General Partner is designated the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith.

10.5. Organization Expense. The Partnership shall elect to deduct expenses incurred in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code.

10.6. Taxation as a Partnership. No election shall be made by the Partnership or any Partner for the Partnership to be excluded from the application of any of the provisions of Subchapter K, Chapter 1 of Subtitle A of the Code or from any provisions of any state tax laws.

10.7. Tax Shelter Investor List. The Managing General Partner, or such Person as may be selected by the Managing General Partner, shall be the designated Person for maintaining a list pursuant to Section 6112 of the Code of Persons who have acquired an interest in the Partnership. This provision shall constitute a designation agreement under Treasury Regulation 301.6112-1T among those Persons otherwise required to maintain investor lists under Code Section 6112.

ARTICLE XI

Transfer of Interests

11.1. Transfer. (a) The term “transfer”, when used in this Article XI with respect to a Partnership Interest, includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange, or any other disposition.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI. Any transfer or purported transfer of any Partnership Interest not made in accordance with this Article XI shall be null and void.

11.2. Transfer of Interest of Managing General Partner. The Managing General Partner may not transfer all or any part of its Partnership Interest to any Person except to one of its Affiliates. The Limited Partners hereby consent to any such transfer. The transferee Affiliate of all the Partnership Interest of the Managing General Partner pursuant to this Section 11.2 shall be admitted to the Partnership as the Managing General Partner immediately prior to the effective date of transfer of the Managing General Partner’s Partnership Interest and such transferee shall continue the business and operation of the Partnership without dissolution.

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11.3. Transfer of Interest of a Limited Partner. No Limited Partner may transfer all or any part of his, her or its Partnership Interest as a limited partner, except that (i) the Class B Limited Partner may transfer its Partnership Interest to its parent entity, ServiceMaster Limited Partnership, and (ii) a successor by operation of law of a Limited Partner may succeed to his, her or its Partnership Interest as a limited partner in the Partnership.

ARTICLE XII

Admission of Successor Partners

12.1. Admission of Successor Limited Partner. The successor of the Partnership Interest of a Limited Partner shall be admitted to the Partnership as a limited partner upon furnishing to the Managing General Partner an acceptance, in form satisfactory to the Managing General Partner, of all the terms and conditions of this Agreement and such other documents or instruments as may be required in order to effect its admission as a limited partner.

12.2. Amendment of Agreement and of Certificate of Limited Partnership. In connection with the admission to the Partnership of any successor Partner, the Managing General Partner shall take all steps necessary and appropriate to prepare as soon as practicable an appropriate amendment of this Agreement and, if required by law, to prepare and file an appropriate amendment of the Certificate of Limited Partnership and may for this purpose exercise the power of attorney granted pursuant to Section 1.4.

ARTICLE XIII

Option to Sell and Option to Purchase

the Partnership Interests Held by

the Class A Limited Partners

Part A: Basic Rules

13.1. Introduction; Definition of Terms. This Article XIII provides for the acquisition by the Partnership under certain circumstances of the Partnership Interests held by the Class A Limited Partners and of the Partnership Interest of a Class A Limited Partner by some or all of the other Class A Limited Partners under certain circumstances. As used in this Article XIII, the following terms have the indicated meanings:

“Average Net Income” means Cumulative Net Income divided by the number of Fiscal Years included in the relevant Calculation Period.

“Calculation Period” means the five-year period ending on December 31 of the year immediately preceding the year in which an Option is exercised, except that: (i) with respect to an Option exercised by a Class A Limited Partner during the Early Exercise Period, the Calculation Period shall be the four-year period ending December 31, 1997 and (ii) in the case of a transfer of a Partnership Interest under Part B of this Article XIII, the Calculation Period shall be the number and identity of the Fiscal Years specified in the relevant section

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of Part B. Unless an exception is applicable, the first Calculation Period with respect to which an Option may be exercised is the period beginning January 1, 1994 and ending December 31, 1998 and the last Calculation Period with respect to which an Option may be exercised is the period beginning January 1, 1999 and ending December 31, 2003.

“CFO” means the Chief Financial Officer of the managing general partner of the Parent Partnership or its successor in interest.

“Cumulative Net Income” means, with respect to any particular Option, the sum of the Net Income for each Fiscal Year in the Calculation Period.

“Departing Employee” means a Class A Limited Partner whose employment by an Employing Entity terminates, whether voluntarily or involuntarily, without immediate re-employment by another Employing Entity, during the Early Departure Period other than by reason of death or disability.

“Early Departure Period” means the period beginning on January 1, 1994 and ending December 31, 1998.

“Early Exercise Period” means the period beginning on November 15, 997 and ending on November 30, 1997.

“Employing Entity” means the Partnership or any Affiliate of the Partnership.

“Equity Loan” means the amount loaned to a Class A Limited Partner by The ServiceMaster Company in connection with such Class A Limited Partner’s purchase of his or her Class A Partnership interest.

“Exercise Period” means the period beginning on January 1, 1999, and ending on January 31, 2004.

“Loan Balance” means, at any given time, the principal balance of the Equity Loan of a Class A Limited Partner and all accrued interest thereon.

“Net Income” means, for any given Fiscal Year, the consolidated net income of the Partnership determined on a basis consistent with current segment reporting excluding extraordinary items, accounting changes and unusual gains or dispositions of operating assets, including amortization of goodwill and other intangibles, and reduced by an annual interest charge computed at nine percent (9%) on $505,600,000 of intercompany debt (which makes the amount of such annual interest charge $45,504,000). All other interest associated with the Partnership’s operations, as determined in accordance with generally accepted accounting principles, including interest on any other long term or short term debt, also shall be included in the computation of Net Income. For every Class A Limited Partner who exercises his or her Option during the Early Exercise Period, the CFO shall project Net Income for Fiscal Year 1997 by no later than December 15, 1997. The CFO’s projection for Fiscal Year 1997 shall be based upon actual results achieved through November 30, 1997 plus a best estimate of results for December 1997. The CFO’s projection shall be final notwithstanding Section

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13.5 and Cumulative Net Income for the period January 1, 1994 through December 31, 1997 shall be determined accordingly. Net Income shall be calculated by the CFO and as further provided in Section 13.6, unless a different section is applicable.

“Option” means the right granted to each Class A Limited Partner under Section 13.2 and the right granted to the Partnership under Section 13.3 or Section 13.9 and the right granted to a Purchasing Group under Section 13.10.

“Option Price” means the price payable for the Partnership Interest held by a Class A Limited Partner under any of the provisions of this Article XIII which provide for the redemption or purchase of such Partnership Interest. The Option Price shall be determined pursuant to Section 13.7, unless a different section is applicable in the circumstances.

“Purchasing Group” means the group of Class A Limited Partners who have elected to purchase the Partnership Interest of a Class A Limited Partner under the circumstances set forth in Section 13.10.

13.2. Grant to Class A Limited Partners of Option to Sell. (a) The Partnership grants to each Class A Limited Partner the right and option to sell to the Partnership, from time to time and at any time during the Exercise Period, at the Option Price, all of the Partnership Interest held by such Class A Limited Partner.

(b) The Partnership grants to each Class A Limited Partner the right and option to contribute all of the Partnership Interest held by such Class A Limited Partner to ServiceMaster Limited Partnership during the Early Exercise Period, and to receive in exchange therefor shares of ServiceMaster Limited Partnership, all as further provided in Section 13.8(d).

13.3. Grant to Partnership of Option to Purchase. (a) Each Class A Limited Partner grants to the Partnership the right and option to purchase from such Class A Limited Partner, from time to time and at any time during the Exercise Period, at the Option Price, all of the Partnership Interest held by such Class A Limited Partner.

(b) Each Class A Limited Partner also grants to the Partnership the right and option to purchase, at the Option Price, all of the Partnership Interest held by such Class A Limited Partner, at such times and on the terms and conditions as are set forth in Sections 13.9, 13.11 and 13.12.

13.4. Grant to Purchasing Group of Option to Purchase. Each Class A Limited Partner grants to each Purchasing Group, if and when such group is formed pursuant to Section 13.10, the right and option to purchase, at the Option Price, all of the Percentage Interest held by such Class A Limited Partner at the times and on the terms and conditions as are set forth in Section 13.10.

13.5. Determination of Net Income for a Fiscal Year. Except as otherwise provided in the definition of “Net Income”, as promptly as practicable after the close of each Fiscal Year within any Calculation Period, and in no event later than ninety (90) days after the close of such Fiscal Year, the CFO shall determine Net Income for that Fiscal Year in accordance with this Article XIII and, to the extent not inconsistent therewith, in accordance with generally accepted accounting principles consistently applied. The CFO thereupon shall notify the Class A Limited Partners of the amount of Net Income for such Fiscal Year, and the CFO shall provide the Class A Limited Partners with

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all of the information reasonably needed to enable them to understand how the determination of Net Income was made.

13.6. Resolution of Disputes. (a) If there is any disagreement between the Managing General Partner and a majority in interest of the Class A Limited Partners with respect to the determination of Net Income, then the CFO and such persons immediately shall meet for the purpose of resolving such disagreement. If such disagreement is not resolved within fifteen (15) days of any such meeting, then such majority in interest of the Class A Limited Partners may engage the services of a nationally recognized independent certified public accounting firm as may be selected by the Managing General Partner (the “First Accounting Firm”) to confirm or adjust the aforesaid calculation of Net Income by the CFO. If such majority in interest of the Class A Limited Partners disagree with the conclusions of the First Accounting Firm regarding the amount of Net Income, then such majority of interest of the Class A Limited Partners may engage a second, nationally recognized independent certified public accounting firm as may be selected by the CFO and the Class A Limited Partners (the “Second Accounting Firm”) to determine Net Income. The determination of Net Income as made by the Second Accounting Firm shall be final and binding upon all persons concerned (including any Class A Limited Partners who originally were not in disagreement with the CFO’s determination of Net Income).

(b) All expenses of any First Accounting Firm and any Second Accounting Firm incurred in connection with the foregoing adjustment procedure shall be the sole obligation of the Class A Limited Partners who engaged the accounting firms. All expenses of the CFO shall be the sole obligation of the Partnership. However, in the event that the ultimate resolution of the Net Income calculation contains an upward adjustment in excess of two percent (2%) of the computation delivered by the CFO, then all expenses of the accounting firms shall become the sole obligation of the Partnership, with no effect on the Net Income calculation by virtue of such expense.

13.7. Determination of the Option Price. (a) Except as otherwise provided herein, the Option Price for the Partnership Interest held by a Class A Limited Partner which is transferred pursuant to the exercise of an Option shall initially be determined by using the following formula:

Option Price = Average Net Income x Multiple x Percentage Interest

The “Multiple” used in the above formula shall be determined in accordance with the following schedule:

If the Partnership’s Compound Rate of Growth over the Relevant Calculation Period is:	The Multiple is:
less than 5%	5
5% to 6.99%	6
7% to 15%	compound growth rate (to two decimal places)
more than 15%	15

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For purposes of the above schedule, the “Compound Rate of Growth” shall be determined before the deduction for intercompany interest and shall use as the base year the Fiscal Year which immediately precedes the first year of the relevant Calculation Period. The overall rate of growth for the Calculation Period shall be a compounded rate and not simply a comparison of the last year in the Calculation Period to the base year.

To illustrate the application of this schedule, if the Partnership’s compound growth rate during the period January 1, 1994 to December 31, 1998 is 12.7426%, the Multiple for the Calculation Period which consists of such five-year period shall be 12.74.

(b) The results obtained pursuant to Section 13.7(a) shall be confirmed by an independent appraisal. A nationally recognized independent appraisal firm selected by the Managing General Partner shall conduct the independent appraisal. The Partnership will bear the expense of any independent appraisal, with no effect on the Net Income calculation by virtue of such expense.

13.8. Procedure for Exercise of an Option; Payment of the Option Price. (a) Each Class A Limited Partner may exercise the Option granted to him or her under Section 13.2 by giving the Managing General Partner, Attn: Chief Executive Officer, a written notice to that effect. The notice shall identify the Class A Limited Partner to whom such exercise relates and shall set a date for the closing of the transaction contemplated by such Option, which date shall be thirty (30) days from the date of such notice (unless such thirtieth day is a Saturday, Sunday or holiday, in which case the closing shall be on the first business day thereafter). Such notice must be given before the expiration of the applicable Exercise Period (or the expiration of the Early Exercise Period, if the Class A Limited Partner is proceeding under Section 13.2(b)).

(b) The Partnership may exercise the Option granted to it under Section 13.3 by giving the Class A Limited Partner a written notice to that effect. The notice shall set a date for closing, which date shall be seven (7) days from the date of such notice (unless such seventh day is a Saturday, Sunday or holiday, in which case the closing shall be on the first business day thereafter). Such notice must be given before the expiration of the Exercise Period.

(c) At the closing held with respect to each notice given by a Class A Limited Partner pursuant to Section 13.2(a) or by the Partnership to a Class A Limited Partner under Section 13.3, such Class A Limited Partner shall deliver to the Partnership an assignment of his or her Partnership Interest, and the Partnership shall deliver —

(1) to the holder of the Equity Loan, the lesser of: (i) the amount of the Loan Balance due on the Equity Loan or (ii) the entire Option Price for the Partnership Interest being purchased; and

(2) to such Class A Limited Partner, the amount (if any) by which the Option Price for such Partnership Interest exceeds the amount specified in clause (1).

If the payment made to the holder of the Equity Loan pursuant to the preceding clause (i) or clause (ii) of Section 13.8(c)(1) is not sufficient to pay the Equity Loan in full, then simultaneously with such payment, such Class A Limited Partner shall make a payment to the holder of the Equity Loan in an amount which, when combined with the payment made under clause (i) or clause (ii) of

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subparagraph (a), is sufficient to pay the Equity Loan in full.

(d) At the closing held with respect to each notice given by a Class A Limited Partner pursuant to Section 13.2(b), such Class A Limited Partner shall deliver to ServiceMaster Limited Partnership an assignment of his or her Partnership Interest, and ServiceMaster Limited Partnership shall deliver to the Class A Limited Partner a certificate for that number of shares of ServiceMaster Limited Partnership which is determined by dividing the Option Price for such Partnership Interest by the per-share fair market value of such shares. Such value shall be determined by reference to the average of the closing prices on the shares of ServiceMaster Limited Partnership on the New York Stock Exchange for the five trading days immediately preceding the closing date. Concurrently with the foregoing exchange, the Class A Limited Partner shall pay in full his or her Equity Loan (which may be accomplished either by (i) the delivery to The ServiceMaster Company of shares of ServiceMaster Limited Partnership in a number sufficient to retire the Equity Loan or (ii) by payment in cash).

Part B: Purchases of Partnership Interests

in Special Situations

13.9. Right of the Partnership to Purchase the Partnership Interest of a Departing Employee. (a ) Commencing with the date upon which the Departing Employee’s employment terminates (the “Employment Termination Date”) and ending 90 days later, the Partnership shall have the right, upon written notice to the Departing Employee, to purchase the Partnership Interest of the Departing Employee.

(b) If the Partnership elects, pursuant to Section 13.9(a), to purchase the Partnership Interest of a Departing Employee, the Option Price for the Departing Employee’s Partnership Interest shall be determined in accordance with the following rules:

(1) If the Departing Employee’s employment terminates during the year 1994, the Option Price for the Departing Employee’s Partnership Interest shall be equal to the amount of the Departing Employee’s total Capital Contribution as shown in his or her Schedule A.

(2) If the Departing Employee’s employment terminates during the Early Departure Period but after December 31, 1994, the Option Price for the Departing Employee’s Partnership Interest shall be the amount determined pursuant to Section 13.7 except that the number and identity of the Fiscal Years to be used for the Calculation Period shall be the number and identity of the full Fiscal Years that shall have elapsed prior to the Partnership’s notice as given pursuant to Section 13.9(a).

(c) The time or times for the payment of the Option Price under this Section 13.9 (the “Section 13.9 Pay Out”) shall be determined in accordance with the following rules:

(1) If the Section 13.9 Pay Out is made in connection with Section 13.9(b)(1), the Section 13.9 Pay Out shall be paid to the holder of the Equity Loan to the extent of the Loan Balance and the remainder of the Section 13.9 Pay Out shall be paid to the Class A Limited Partner not later than thirty (30) days after the Partnership’s notice pursuant to Section 13.9(a);

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(2) If the Section 13.9 Pay Out is made in connection with Section 13.9(b)(2) and the amount thereof is less than or equal to the Loan Balance, the Section 13.9 Pay Out shall be paid to the holder of the Equity Loan not later than thirty (30) days after the Partnership’s notice pursuant to Section 13.9(a);

(3) If the Section 13.9 Pay Out is made in connection with Section 13.9(b)(2) and the amount thereof exceeds the Loan Balance, then the Section 13.9 Pay Out shall be paid in two installments as follows:

(i) a first installment which shall equal the Loan Balance shall be paid to the holder of the Equity Loan not later than thirty (30) days after the Partnership’s notice pursuant to Section 13.9(a); and

(ii) a second installment which shall equal the remainder of the Section 13.9 Pay Out shall be paid to the Departing Employee not later than thirty (30) days after Net Income for the Fiscal Year 1998 has been determined with finality, as provided in Section 13.5 and 13.6.

(d) The closing of purchases of Partnership Interests made pursuant to this Section 13.9 shall be made as follows:

(1) For transactions to which Section 13.9(c)(1) is applicable, the closing procedure shall be the same as set forth in Section 13.8(c).

(2) For transactions to which Section 13.9(c)(2) is applicable, at the closing the Departing Employee shall deliver to the Partnership an assignment of his or her Partnership Interest, and the Partnership shall deliver to the holder of the Equity Loan the entire amount of the Section 13.9 Pay Out.

(3) For transactions to which Section 13.9(c)(3) is applicable, at the closing the Departing Employee shall deliver to the Partnership an assignment of his or her Partnership Interest and the Partnership shall (i) pay to the holder of the Equity Loan the amount of the Loan Balance and (ii) deliver to the Departing Employee a promissory note for the second installment of the Section 13.9 Pay Out, with the maturity date of such note to be as specified in Section 13.9(c)(3)(ii)).

(e) When a Departing Employee executes and delivers the assignment of his or her Partnership Interest to the Partnership pursuant to any provision of this Section 13.9, such Departing Employee shall thereupon cease to be a Partner and shall be a creditor with respect to any portion of the Section 13.9 pay out not paid at the closing.

13.10. Right of a Purchase Group to Purchase the Partnership Interest of a Departing Employee. (a) This Section 13.10 shall be applicable in each case in which the Partnership has a right to purchase the Partnership Interest of a Departing Employee under Section 13.9, but the Partnership either does not exercise such right within the time period allowed therefor under Section 13.9(a) or waives its right in writing prior to the expiration of such time period.

(b) If the Partnership has not exercised its rights under Section 13.9(a) (either by written

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waiver or the lapse of time), then any one or more of the Class A Limited Partners other than the Class A Limited Partner who is the Departing Employee may elect to form a Purchasing Group for the purpose of acquiring the Partnership Interest of the Departing Employee. The Purchasing Group shall be organized, if at all, not earlier than the first day after the Partnership’s rights under Section 13.9 have expired and not later than the 31st day of March of the second year after the year in which the Departing Employee terminated his or her employment. The initiative for forming a Purchasing Group shall lie with the Chief Executive Officer of the Partnership. The Purchasing Group shall have the right, upon written notice to the Departing Employee given not later than the last day in which the Purchasing Group may be formed, to purchase the Partnership Interest of the Departing Employee. The participation of each member of the Purchasing Group in the Partnership Interest acquired by the Purchasing Group shall be established by the ratio of: (i) such member’s Stet Interest in the Partnership immediately prior to the formation of the Purchasing Group to (ii) the total of the Percentage Interests in the Partnership of all members of the Purchasing Group immediately prior to the formation of the Purchasing Group.

(c) The Option Price payable by a Purchasing Group to a Departing Employee under this Section 13.10 shall be determined in accordance with the following rules:

(1) If the Departing Employee’s employment terminates during the year 1994, then the Option Price for the Departing Employee’s Partnership Interest shall be equal to the amount of the Departing Employee’s total Capital Contribution as shown in his or her Schedule A.

(2) If the Departing Employee’s employment terminates during the Early Departure Period but after December 31, 1994, then the Option Price for the Departing Employee’s Partnership Interest shall be equal to the amount determined pursuant to Section 13.7, except that, subject to the proviso set forth below, the number and identity of the Fiscal Years to be used for the Calculation Period shall be the number and identity of the full Fiscal Years that shall have elapsed prior to the Purchasing Group’s notice pursuant to Section 13.10(b), provided, however, that —

(i) if the Departing Employee’s employment terminates during Fiscal Year 1995, then only Fiscal Year 1994 shall be used for the Calculation Period if the Purchasing Group so elects by a notice given to the Departing Employee by not later than March 31, 1997; and

(ii) if the Departing Employee’s employment terminates during Fiscal Year 1996, then only Fiscal Years 1994 and 1995 shall be used for the Calculation Period if the Purchasing Group so elects by a notice given to the Departing Employee by not later than March 31, 1998.

(d) The time or times for the payment of the Option Price under this Section 13.10 (the “Section 13.10 Pay Out”) shall be determined in accordance with the following rules:

(1) If the Section 13.10 Pay Out is made in connection with Section 13.10(c)(1), the Section 13.10 Pay Out shall be paid to the holder of the Equity Loan to the extent of the Loan Balance and the remainder of the Section 13.10 Pay Out shall be paid to the Class A Limited Partner not later than thirty (30) days after the Purchasing Group’s notice pursuant to Section 13.10(b);

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(2) If the Section 13.10 Pay Out is made in connection with Section 13.10(c)(2) and the amount thereof is less than or equal to the Loan Balance, the Section 13.10 Pay Out shall be paid to the holder of the Equity Loan not later than thirty (30) days after the Purchasing Group’s notice pursuant to Section 13.10(b).

(3) If the Section 13.10 Pay Out is made in connection with Section 13.10(c)(2) and the amount thereof exceeds the Loan Balance, then the Section 13.10 Pay Out shall be made in two installments as follows:

(i) a first installment which shall equal the Loan Balance shall be paid to the holder of the Equity Loan not later than thirty (30) days after the Purchasing Group’s notice pursuant to Section 13.10(b); and

(ii) a second installment which shall equal the balance of the Section 13.10 Pay Out shall be paid to the Departing Employee not later than thirty (30) days after Net Income for the Fiscal Year 1998 has been determined with finality, as provided in Section 13.5 and 13.6.

(e) The closing of purchases of Partnership Interests made pursuant to this Section 13.10 shall be made as follows:

(1) For transactions to which Section 13.10(d)(1) is applicable, the closing procedure shall be the same as set forth in Section 13.8(c).

(2) For transactions to which Section 13.10(d)(2) is applicable, at the closing the Departing Employee shall deliver to the Purchasing Group an assignment of his or her Partnership Interest and the Purchasing Group shall deliver to the holder of the Equity Loan the entire amount of the Section 13.10 Pay Out.

(3) For transactions to which Section 13.10(d)(3) is applicable, at the closing the Departing Employee shall deliver to the members of the Purchasing Group an assignment of his or her Partnership Interest, and the Purchasing Group shall (i) pay to the holder of the Equity Loan the amount of the Loan Balance and (ii) deliver to the Departing Employee a promissory note for the second installment of the Section 13.10 pay out, with the maturity date of such note to be as specified in Section 13.10(d)(3)(ii)).

(f) When a Departing Employee executes and delivers an assignment of his or her Partnership Interest to the Purchasing Group pursuant to any provision of this Section 13.10, such Departing Employee shall thereupon cease to be a Partner and shall be a creditor with respect to any portion of the Option Price which is not paid at the closing.

(g) Each Class A Limited Partner who elects to become a member of a Purchasing Group shall be obligated to each other member of the Purchasing Group and to the Departing Employee to provide his or her share of the funds required by the Purchasing Group to make the payments required of it under this Section 13.10. The Chief Financial Officer of the Managing General Partner

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shall cause to be prepared a memorandum which shall recite the formation of each Purchasing Group under this Section 13.10 and the monetary obligations of each of its members. Such memorandum shall be signed by each member of such Purchasing Group.

13.11. Termination by Reason of Death or Incapacity During the Early Departure Period. If a Class A Limited Partner ceases to be an employee of the Employing Entity at any time during either the Early Departure Period because of his or her death or incapacity, then the Partnership shall have both the right and the duty to purchase the Partnership Interest of such Class A Limited Partner as soon as practicable thereafter. The Option Price for such Partnership Interest shall be determined pursuant to Section 13.7, except that if the Class A Limited Partner dies or becomes incapacitated during Fiscal Year 1994, the Option Price for such Class A Limited Partner’s Partnership Interest shall equal the amount of his or her capital contribution as shown in his or her Schedule A. In applying Section 13.7, the number and identity of the Fiscal Years to be used for the Calculation Period shall be the number and identity of full Fiscal Years during the Early Departure Period in which such Class A Limited Partner shall have been both an employee of the Employing Entity and a Class A Limited Partner or, at any time after December 31, 1999, the most recent five full Fiscal Years.

13.12. Partnership’s Purchase Right in the Event of Certain Actions. (a) If a Class A Limited Partner, or a person who was a Class A Limited Partner but who became a creditor under Section 13.9 or Section 13.10, shall (i) directly or indirectly participate in or be connected with any activity or activities which compete with the Partnership, (ii) directly or indirectly approach, counsel, solicit, or attempt to induce any then present employee or customer of the Partnership to terminate employment or leave such customer status, other than in the normal course of performing his or her duties as an employee of the Partnership, (iii) use, divulge, furnish or make accessible to any Person other than the Partnership or an Affiliate of the Partnership any proprietary or confidential information, trade secret or other property belonging to the Partnership (except when acting on behalf of the Partnership in a manner reasonably believed to be in the best interests of the Partnership) or (iv) default under an Equity Loan, then (A) the Partnership shall have the right to purchase the Partnership Interest of such Class A Limited Partner, (B) the Partnership shall have the right to adjust the amount then due under any note given under Section 13.9 to conform it to the Option Price determined under the next sentence of this Section 13.12(a), and (C) any Purchasing Group formed relative to the Partnership Interest of such Class A Limited Partner shall have the right to adjust the amount then due under any note given under Section 13.10 to conform it to the Option Price determined under the next sentence of this Section 13.12(a). The Option Price under this Section 13.12(a) shall be lesser of (i) the amount of the Class A Limited Partners Capital Contribution or (ii) the amount determined under Section 13.7, Section 13.9 or Section 13.10, as the case may be. In the case of a transaction previously closed under either Section 13.9 or Section 13.10, the Option Price under such section shall be retroactively adjusted pursuant to this Section 13.12. The Option Price, or the balance due (as retroactively adjusted) under Section 13.9(c)(3)(ii) or Section 13.10(d)(3)(ii) (any existing promissory note to the contrary notwithstanding), shall be payable, without interest, not later than 30 days after the date on which Net Income for Fiscal Year 1998 is determined with finality.

(b) The Partnership or a Purchasing Group shall exercise its purchase right under Section 13.12(a) by giving a notice to that effect to the current or former Class A Limited Partner. The notice shall contain a short statement of the facts on which the Partnership or the Purchasing Group is relying for its exercise of its rights under this Section 13.12. Unless, within ten days of his or her

36

receipt of such notice, the Class A Limited Partner shall have demonstrated to the satisfaction of the board of directors of the Managing General Partner that the facts stated in such notice are incorrect and that none of the events described in items (i) through (iv) of Section 13.12(a) has occurred, the Partnership Interest of the current or former Class A Limited Partner shall be deemed canceled without further action by the Partnership or the Class A Limited Partner if such Partnership Interest has not been previously transferred.

Part C: Miscellaneous Provisions

13.13. Effect of Acquisition of Other Businesses on Earnings. If the Partnership or any other Affiliate of ServiceMaster (a “ServiceMaster Affiliate”) has the opportunity to acquire a business at any time after December 31, 1993 a (“Future Acquisition”), and if such Future Acquisition is in any way related to or engaged in any similar or competitive business to that of the Partnership as being conducted at that time, then the Class A Limited Partners, by a majority vote according to Percentage Interests, shall determine whether such Future Acquisition shall be of any effect on the calculation of Net Income (regardless of whether it is to be acquired by the Partnership or acquired by any ServiceMaster Affiliate or through a separate entity formed by any ServiceMaster Affiliate). If such majority of the Class A Limited Partners favors including the Future Acquisition in the Earnings calculation, and if the Managing General Partner concurs in such conclusion, and if the Future Acquisition is in fact made, then the earnings, debt service and all other items affecting income and cash flow shall be included in the computation of Net Income. If, on the other hand, such majority of the Class A Limited Partners disfavors including the Future Acquisition in the computation of Net Income, then the making of the Future Acquisition shall not in any way affect the computation of Net Income. This Section 13.13 shall apply to one or more Future Acquisitions.

13.14. Right to Purchase. Nothing in this Agreement restricting the Partnership’s ability to purchase assets shall be deemed to interfere with the ability of the Partnership to purchase Partnership Interests pursuant to this Article XIII. The ServiceMaster Company hereby guarantees payments of all amounts which the Partnership may become obligated to pay under this Article XIII.

13.15. Amendment to Article XIII. This Article XIII shall not be amended except by the consent of the Managing General Partner, and the holders of a majority of the then outstanding Percentage Interests of the Class A Limited Partners.

13.16. No Right to Employment. Nothing in this Article XIII or elsewhere in this Agreement shall provide any Class A Limited Partner any right to employment or limit or impair any right which the Partnership or any ServiceMaster Affiliate would otherwise have to terminate the employment of any Class A Limited Partner.

ARTICLE XIV

Dissolution and Liquidation

14.1. Dissolution. (a) The Partnership shall not be dissolved by the admission of additional or successor partners in accordance with the terms of this Agreement.

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(b) The Partnership shall dissolve and its affairs shall be wound up, upon:

(1) the expiration of its term as provided in Section 1.5;

(2) the withdrawal or removal of the Managing General Partner or any other event that results in its ceasing to be the Managing General Partner (other than by reason of a transfer pursuant to this Agreement);

(3) an election to dissolve the Partnership given to the Managing General Partner by the unanimous consent of all the Partners; or

(4) the bankruptcy or the dissolution of the Managing General Partner;

provided, however, that the Partnership shall not be dissolved upon an event described in Section 14.1(b)(2) if, within ninety (90) days after such event, all Partners agree in writing to continue the business of the Partnership and to the appointment of a successor Managing General Partner.

(c) For purposes of this Section 14.1, bankruptcy of the Managing General Partner shall be deemed to have occurred when (i) the Managing General Partner commences a voluntary proceeding or files an answer in any involuntary proceeding seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect; (ii) it is adjudicated a bankrupt or insolvent or has entered against it a final and nonappealable order for relief under any bankruptcy, insolvency, or similar law now or hereafter in effect; (iii) it executes and delivers a general assignment for the benefit of its creditors; (iv) it files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of the nature described in clause (i) above; (v) it seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator for it or for all or for any substantial part of its properties; or (vi) (A) any proceeding of the nature described in clause (i) above has not been dismissed within one hundred twenty (120) days after the commencement thereof or (B) the appointment is without consent or acquiescence of a trustee, receiver, or liquidator appointed pursuant to clause (v) above has not been vacated or stayed within ninety (90) days after the expiration of any such stay.

14.2. Continuation of the Business of the Partnership After Dissolution. Upon dissolution of the Partnership in accordance with Section 14.1(b)(2) or Section 14.1(b)(4), and a failure of all Partners to agree to continue the business of the Partnership and appoint a successor Managing General Partner as provided in Section 14.1, then within an additional ninety (90) days, the remaining Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement and having as a Managing General Partner a Person elected by the remaining Partners. Upon any such election, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within one hundred eighty (180) days after dissolution, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within one hundred eighty (180) days after dissolution or within ninety (90) days after any event in Section 14.1(b), then:

(a) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIV;

(b) if the successor Managing General Partner is not the former Managing General

38

Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest of a Class B Limited Partner in the Partnership; and

(c) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.4;

provided, that the right of the remaining partners to select a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of the Limited Partner and (ii) neither the Partnership nor the reconstituted Partnership would be treated as an associations taxable as a corporation for federal income tax purposes upon the exercise of such right to continue.

14.3. Liquidation. Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the Managing General Partner or, in the event the Managing General Partner has been dissolved or removed, become bankrupt as defined in Section 14.1, or has withdrawn from the Partnership, a liquidator or liquidating committee selected by the mutual agreement of the other Partners shall be the Liquidator. The Liquidator (if other than the Managing General Partner) shall be entitled to receive such compensation for its services as may be approved by the Limited Partners. The Liquidator shall agree not to resign at any time without fifteen (15) days prior written notice and (if other than the Managing General Partner) may be removed at any time, with or without cause, by notice of removal, given by the Limited Partners. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers, and duties of the original Liquidator) shall within thirty (30) days thereafter be selected by the Limited Partners. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. Except as expressly provided in this Article XIV, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitations on sale set forth in this Agreement) and to the extent necessary or desirable in the good faith judgment of the Liquidator, the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as provided for herein. The Liquidator shall liquidate the assets of the Partnership, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(a) the payment to creditors of the Partnership, including Partners, in order of priority provided by law; and the creation of a reserve of cash or other assets of the Partnership for contingent liabilities in an amount, if any, determined by the Liquidator to the appropriate Person for such purposes:

39

(b) to the Partners in proportion to the positive balances in their respective Capital Accounts; provided, however, that prior to such distribution, the Capital Accounts shall have been adjusted to reflect the allocations of Net Income and Net Loss set forth in Article V hereof prior to such distribution; and thereafter

(c) to the Partners in accordance with their respective Percentage Interests.

14.4. Distribution in Kind. Notwithstanding the provisions of Section 14.3 which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (other than those to Partners) and/or may, in its absolute discretion, distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 14.3(b) undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. The fair market value of any property distributed in kind shall be determined in accordance with Section 5.4.

14.5. Cancellation of Certificate of Limited Partnership. Upon the completion of the distribution of Partnership property as provided in Sections 14.3 and 14.4, the Partnership shall be terminated, and the Liquidator (or the Managing General Partner and the Limited Partners, if necessary) shall cause the cancellation of the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Partnership.

14.6. Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 14.3 in order to minimize any losses otherwise attendant upon such winding up.

14.7. Return of Capital. Upon dissolution of the Partnership, the Managing General Partner shall contribute an amount equal to the deficit balance in its Capital Account in accordance with Section 5.8. Other than as provided in the preceding sentence, no Managing General Partner or limited partner of the Partnership shall be required to restore a deficit in its Capital Account or shall be personally liable for the return of the Capital Contributions of any Partner or any portion thereof.

14.8. Waiver of Partition. Each Partner hereby waives any right to partition of the Partnership property.

ARTICLE XV

Amendment of Partnership Agreement

15.1. Amendment to be Adopted Solely by the Managing General Partner. The Managing General Partner (pursuant to its power of attorney from the Limited Partners), without the consent of the Limited Partners, may amend any provision of this Agreement and execute, swear to,

40

acknowledge, deliver, file, and record whatever documents may be required in connection therewith, solely to reflect:

(a) a change in the name of the Partnership or the location of the principal place of business of the Partnership;

(b) a change that the Managing General Partner, in its sole discretion, has determined to be reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which limited partners have limited liability under the laws of any state or that is necessary or advisable in the opinion of the Managing General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes;

(c) a change that (i) in the good faith discretion of the Managing General Partner does not adversely affect the Limited Partners in any material respect or (ii) is necessary or desirable to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

(d) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership or the Managing General Partner or its directors or officers from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or the “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, whether or not substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor.

15.2. Amendment Procedures. Amendments to this Agreement may be proposed by the Managing General Partner or by the Class B Limited Partner.

ARTICLE XVI

General Provisions

16.1. Addresses. The address of each Partner for all purposes shall be the address set forth on the signature page of this Agreement or such other address of which each other Partner has received written notice.

16.2. Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing (including telex and telegraphic communications) and shall be, as elected by the Person giving such notice, hand-delivered by messenger or courier service, telecommunicated, or mailed (airmail, if international) by registered or certified mail, postage prepaid, return receipt requested. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery, (b) on the date telecommunicated, if by telegraph, (c) on the date of transmission with confirmed answer-back, if by telex, and (d) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not

41

deliverable, as the case may be, if mailed.

16.3. Titles and Captions. All article or section titles or captions of this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way shall define, limit, extend, or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

16.4. Pronouns and Plurals. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and vice versa.

16.5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, legal representatives, and permitted assigns.

16.6. Integration. This Agreement constitutes the entire agreement among the partners pertaining to the subject matter hereof, and supersedes all prior agreements and understandings pertaining thereto.

16.7. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Partnership.

16.8. Waiver. No failure by any party to insist upon strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of such breach or any other covenant, duty, agreement, or condition.

16.9. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all stet, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto independently of the signature of any other party.

16.10. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

16.11. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby.

16.12. Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees, court costs, and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs, and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled.

42

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SERVICEMASTER MANAGEMENT SERVICES, INC. (Managing General Partner)		THE SERVICEMASTER COMPANY (as the Special General Partner and as the Class B Limited Partner)
By:	/s/ Charles W. Stair	By:	ServiceMaster Management Corporation
	Charles W. Stair
	President and Chief Executive Officer		By:	/s/ C. William Pollard
				C. William Pollard
				Chairman
Attest:	/s/ Susan D. Krause
	Susan D. Krause		Attest:	/s/ Susan D. Krause
	Secretary			Susan D. Krause
				Secretary

ServiceMaster Limited Partnership has executed this Agreement for the purpose of committing to the transaction described in Section 13.2(b) and Section 13.8(d).

SERVICEMASTER LIMITED PARTNERSHIP
By:	ServiceMaster Management Corporation
	By:	/s/ C. William Pollard
		C. William Pollard
		Chairman

SIGNATURE PAGES FOR THE CLASS A LIMITED PARTNERS ARE

ATTACHED TO THE PARTNERSHIP’S COPY OF THIS AGREEMENT

43

EX-3.103

Exhibit 3.103

RESTATED CERTIFICATE OF INCORPORATION

OF

ARAMARK MARKETING SERVICES GROUP, INC.

(Originally incorporated December 20, 1960 under the name “Vendors Supply Corp.”)

FIRST: The name of the corporation is ARAMARK Marketing Services Group, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the corporation shall have the authority to issue is 1,000 shares of common stock, $1.00 par value per share.

FIFTH: Elections of directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation which restates and integrates and also further amends the Corporation’s Certificate of Incorporation, as heretofore amended, having been duly adopted pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, has been duly executed this 24th day of April, 1996.

ARAMARK MARKETING SERVICES GROUP, INC.
By:	/s/ Michael O’Hara
	Vice President

Attest:	/s/ Priscilla M. Bodnar
	Secretary

2

EX-3.104

Exhibit 3.104

VENDORS SUPPLY CORP.

January 2, 1991

B Y – L A W S

of

VENDORS SUPPLY CORP.¹

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

¹ Name changed to ARA Marketing Services Group, Inc. as of 5/23/91

Name changed to ARAMARK Marketing Services Group, Inc. as of 10/10/94.

1

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.105

Exhibit 3.105

CERTIFICATE OF INCORPORATION

OF

ARAMARK ORGANIZATIONAL SERVICES, INC.

FIRST: The name of the corporation is ARAMARK Organizational Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement,

the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 29^th day of September, 1999.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

EX-3.106

Exhibit 3.106

BY-LAWS

of

ARAMARK ORGANIZATIONAL SERVICES, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.107

Exhibit 3.107

CERTIFICATE OF FORMATION

OF

ARAMARK RAV, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK RAV, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ MEGAN C. TIMMINS
	Megan C. Timmins
	Organizer

EX-3.108

Exhibit 3.108

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK RAV, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK RAV, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK RAV, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK RAV, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Uniform & Career Apparel, LLC, a Delaware limited liability company, formerly, ARAMARK Uniform & Career Apparel, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK UNIFORM & CAREER APPAREL, LLC
Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

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EX-3.109

Exhibit 3.109

CERTIFICATE OF INCORPORATION

OF

ARA RBI, INC.

FIRST: The name of the corporation is ARA RBI, Inc.

SECOND: The registered office of the corporation is to be located at 1809 Orange Street, in the City of Wilmington, in the County of Now Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the state of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on

all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this twenty second day of March, 1993.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

ARA RBI, INC.

* * * * * *

ARA RBI, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARA RBI, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is; ARAMARK RBI, INC.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ARA RBI, Inc. has caused this certificate to be signed by Elizabeth B. Cartmell, its Vice President, and attested by Priscilla M. Bodnar, its Secretary, this 15th day of July, 1997.

AKA RBI, Inc.
By	/s/ Elizabeth B. Cartmell
	Elizabeth B. Cartmell
	Vice President

ATTEST:
By	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

CERTIFICATE

FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION

ARAMARK RBI, INC., a corporation organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the office of the Secretary of State on March 22, 1993 and thereafter forfeited pursuant to section 136(c) of the General Corporation Law of Delaware, now desiring to procure a revival of its Certificate of Incorporation, hereby certified as follows:

1. The name of the corporation is ARAMARK RBI, INC.

2. Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle and the name of its registered agent at such address is The Corporation Trust Company.

3. The date when the revival of the Certificate of Incorporation of this corporation is to commence is the 4th day of November, 1997, the same being prior to the date of the forfeiture of the Certificate of Incorporation. Revival of the Certificate of Incorporation is to be perpetual.

4. This corporation was duly organized under the laws of Delaware and carried on the business authorized by its Certificate of Incorporation until the 5th day of November, 1997, at which time its Certificate of Incorporation became forfeited pursuant to section 136(c) of the General Corporation Law of Delaware and this Certificate for Renewal and Revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of Delaware.

IN WITNESS WHEREOF, said ARAMARK RBI, INC. in compliance with Section 312 of the General Corporation Law of Delaware has caused this Certificate to be signed by Michael J. O’Hara, its last and acting Vice President this 12th day of February, 1998.

ARAMARK RBI, INC.
By:	/s/ Michael J. O’Hara
	Michael J. O’Hara

EX-3.110

Exhibit 3.110

BY-LAWS

of

ARA RBI, Inc.¹

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

¹ Name changed to ARAMARK RBI, Inc. as of 7/15/97

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

2

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.111

Exhibit 3.111

CERTIFICATE OF FORMATION

OF

ARAMARK REFRESHMENT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK REFRESHMENT SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ GREGORY C. OTT
	Gregory C. Ott
	Organizer

EX-3.112

Exhibit 3.112

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK REFRESHMENT SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Refreshment Services, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Refreshment Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on October 19, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Refreshment Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation
Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara
	Vice President

4

EX-3.113

Exhibit 3.113

CERTIFICATE OF FORMATION

OF

ARAMARK SCHOOLS, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK SCHOOLS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ THOMAS M. MOLCHAN
	Thomas M. Molchan
	Organizer

EX-3.114

Exhibit 3.114

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SCHOOLS, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Schools, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Schools, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Schools, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Educational Services, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Educational Services, LLC, a Delaware limited liability company, formerly, ARAMARK Educational Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK EDUCATIONAL SERVICES, LLC
Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

4

EX-3.115

Exhibit 3.115

CERTIFICATE OF INCORPORATION

OF

ARAMARK SCM, Inc.

FIRST: The name of the corporation is ARAMARK SCM, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, after, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter presented by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 24^th day of April, 2002.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

2

EX-3.116

Exhibit 3.116

BY-LAWS

of

ARAMARK SCM, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.117

Exhibit 3.117

CERTIFICATE OF FORMATION

OF

ARAMARK SENIOR LIVING SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Senior Living Services, LLC

2. The address of its registered Office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 23rd day of January, 2004.

ARAMARK HEALTHCARE SUPPORT SERVICES, INC.
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.118

Exhibit 3.118

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SENIOR LIVING SERVICES, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK Senior Living Services, LLC, (the “Company”), dated and effective as of January     , 2004 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Healthcare Support Services, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Senior Living Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Healthcare Support Services, Inc.. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Healthcare Support

Services, Inc.,

Sole Member

/s/ Alexander P. Marino

Alexander P. Marino,

Vice President

EX-3.119

Exhibit 3.119

CERTIFICATE OF INCORPORATION

OF

ARA SENIOR NOTES HOLDING COMPANY

FIRST: The name of the corporation is ARA Senior Notes Holding Company.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 21st day of April, 1992.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

ARA SENIOR NOTES HOLDING COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARA SENIOR NOTES HOLDING COMPANY be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Senior Notes Company

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: The Certificate of Amendment shall become effective on October 10, 1994.

IN WITNESS WHEREOF, said ARA SENIOR NOTES HOLDING COMPANY has caused this certificate to be signed by Melvin M. Mahoney, its vice president and attested by Priscilla M. Bodnar, its secretary, this 3^rd day of October, 1994.

ARA SENIOR NOTES HOLDING COMPANY
By	/s/ Melvin M. Mahoney
	Melvin M. Mahoney, Vice President

ATTEST:
By	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar, Secretary

3

EX-3.120

Exhibit 3.120

BY-LAWS

of

ARA SENIOR NOTES HOLDING COMPANY*

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

* Name changed to ARAMARK Senior Notes Company as of 10/10/94

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

2

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.121

Exhibit 3.121

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Mailing Address: P. O. Box 113600, Honolulu, HI 96810

Phone: (808) 586-2727

Fax: (808) 586-2733

August 15, 2002

ARAMARK SERVICES MANAGEMENT OF HI, INC. The Corporation Company, Inc. 1000 Bishop St. Honolulu, HI 96813-4212 FILED 10/15/2002 10:43 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii

Effective July 1, 2002, your type of business entity is required to have a registered agent. The registered agent may be an individual who resides in the State of Hawaii, a domestic or foreign entity authorized to transact business or conduct affairs in Hawaii. If the registered agent is an individual, it may be an officer, director or partner of your entity. See Act 130, 2002 Hawaii Session Laws.

You can designate a registered agent and provide the street address of its office by completing and filing this forth or save time and postage by filing ONLINE (see instructions below), or faxing to the number above. The filing fee for the designation of registered agent shall be waived if filed on or before December 31, 2002.

Designation of registered agent INFORMATION MUST BE TYPED x       Business Entity (check this box, if the registered agent is a business and not an individual)

1.	Name of registered agent:
	The Corporation Company, Inc .	Hawaii
	(Type name of registered agent)	(State or County of Incorporation or formation, if registered agent is an entity)
2.	Hawaii street address of registered agent’s office:
	Address: 1000 Bishop Street
	City: Honolulu State: HI Zip: 96813
3.	The address of the registered agent and address of the registered agent’s office shall be identical.

I certify that I have read the above statements and that the same are true and correct to the best of my knowledge and belief.

Alexander P. Marino	/s/
Vice President	Signature and Date

You can file ONLINE at www.ehawaiigov.org/agent

Login using your ‘File No.’ at upper left of this page

IF FILING ONLINE, DO NOT RETURN THIS FORM

Payment is waived if filed on or before December 31, 2002

Please type the information on the form

Nonrefundable Filing Fee: $50
Certified copy, if desired:		DOMESTIC PROFIT
$10 plus 25¢ per page	State of Hawaii

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

1010 Richards Street

Mailing Address: P.O. Box 40, Honolulu, HI 96810

ARTICLES OF INCORPORATION

(Section 415-54, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a corporation under the laws of the State of Hawaii, do hereby make and execute these Articles of Incorporation:

I

The name of the corporation shall be:

ARAMARK Services Management of HI, Inc.

Note: The name must contain the word “Corporation,” “Incorporated, “or “Limited, “or an abbreviation of one of the words.

II

The mailing address (must be a street address) of the initial or principal office of the corporation is:

c/o THE CORPORATION COMPANY, INC., 1000 Bishop Street, Honolulu, Hawaii 96813

III

The purpose or purposes for which this corporation is organized shall be:

(a) Provision of labor management services.

(b) The transaction of any or all lawful business for which corporations may be incorporated under Chapter 415, Hawaii Revised Statutes.

IV

The aggregate number of common shares all of the same class which the corporation shall have authority to issue is 1000.

V

The initial Board of Directors shall consist of 3 members whose names and residence addresses are as follows:

Name	Residence Address
William Leonard	632 Fox Field Rd., Bryn Mawr, PA 19010
Barbara A. Austell	727 County Line Road, Villanova, PA 19085
Kevin Haggarty	99-500 Salt Lake Blvd., Honolulu HI 96818

Note: At least one member of the board must be a resident of the State of Hawaii.

The initial Board of Directors shall serve as Directors unto the first annual meeting of shareholders or until their successors are duly elected and qualified as provided in the By-Laws.

All the powers and authority of the corporation shall be vested in and may be exercised by the Board of Directors except as otherwise provided by law, these Articles of Incorporation or the By-Laws of the corporation.

VI

The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer, who shall be appointed by the Board of Directors as shall be prescribed by the By-Laws.

The following individuals are the initial officers of the corporation:

Office Held	Name	Residence Address
President	William Leonard	632 Fox Field Rd., Bryn Mawr, PA 19010
Vice-President	Michael O’Hara	53 Paul Lane, Glen Mills, PA 19342
Secretary	Priscilla M. Bodnar	30 Llanfair Circle, Ardmore, PA 19003
Treasurer	Barbara A. Austell	727 County Line Rd., Villanova, PA 19005

-2-

VII

The names of the initial subscribers for shares, the number of shares subscribed for, the subscription price and the amount of capital paid are as follows:

Names of Subscribers	Number of Shares Subscribed For By Each Subscriber	Subscription Price For the Shares Subscribed For By Each Subscriber	Amount of Capital Paid In Cash By Each Subscriber
Lilly Dorsa	-1-	$1.00	$1.00

VIII

(Optional provisions for the regulation of the internal affairs of the corporation as may be appropriate. If none, leave blank.)

We certify that we have read the above statements and that the same are true and correct to the best of our knowledge and belief.

Witness our hands this 23^rd, day of December , 1998.

Lilly Dorsa
(Type/Print Name of Incorporator)	(Type/Print Name of Incorporator)
/s/ Lilly Dorsa
(Signature of Incorporator)	(Signature of Incorporator)

Please sign in black ink.

-3-

EX-3.122

Exhibit 3.122

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF HI, INC.

Incorporated under the laws of Hawaii

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.123

Exhibit 3.123

Form BCA-2.10	ARTICLES OF INCORPORATION
(Rev. Jan. 1995)	This space for use by Secretary of State	SUBMIT IN DUPLICATE
George H. Ryan
Secretary of State	F I L E D	This space for use by Secretary of State
Department of Business Services
Springfield, IL 62756	DEC 3, 1998
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order payable to “Secretary of State.”	GEORGE H. RYAN SECRETARY OF STATE	Date 12/3/92 Franchise Tax   $    25.00 Filing Fee         $    75.00                           $  100.00 Approved

1.	CORPORATE NAME: ARAMARK Services Management of IL. Inc.
	(The corporate name must contain the word “corporation”, “company,” “incorporated;”limited” or an abbreviation thereof.)

2.	Initial Registered Agent:	C.T CORPORATION SYSTEM
		First Name	Middle Initial	Last Name
	Initial Registered Office:	c/o C T CORPORATION SYSTEM, 208 S. La Salle Street
		Number	Street	Suite #
		Chicago, IL	60604	Cook
		City	Zip Code	County

3. Purpose or purposes for which the corporation is organized: (If not sufficient space to cover this point, add one or more sheets of this size.)

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized to do business under the Illinois Business Corporation Act of-1983.

4. Paragraph 1: Authorized Shares, Issued Shares and Consideration Received:

Class	Par Value per Share	Number of Shares Authorized	Number of Shares Proposed to be Issued	Consideration to be Received Therefor
Common	$1.00	1,000	1,000	$1,000.00
			TOTAL	$1,000.00

Paragraph 2: The preferences, qualifications, limitations, restrictions and special or relative rights in respect to the shares of each class are: (If not sufficient space to cover this point, add one or more sheets of this size.)

5. OPTIONAL:    (a) Number of directors constituting the initial board of directors of the corporation:             

(b) Names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify:

Name Residential Address City, State, Zip

6.      OPTIONAL:	(a)    it is estimated that the value of all property to be owned by the corporation for the following year wherever located will be:	$
	(b)    It is estimated that the value of the property to be located within the State of Illinois during the following year will be:	$
	(c)    It is estimated that the gross amount of business that will be transacted by the corporation during the following year will be:	$
	(d)    It Is estimated that the gross amount of business that will be transacted from places of business in the State of Illinois during the following year will be:	$

7. OPTIONAL: OTHER PROVISIONS

Attach a separate sheet of this size for any other provision to be included in the Articles of Incorporation, e.g., authorizing preemptive rights, denying cumulative voting, regulating internal affairs, voting majority requirements, fixing a duration other than perpetual, etc.

8. NAME(S) & ADDRESS(ES) OF INCORPORATOR(S)

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Dated:	December 1, 1988
	Signature and Name

1.	/s/ Lilly Dorsa	1.	ADDRESS Aramark Corporation 1101 Market Street
	Signature		Street
	Lilly Dorsa		Phila	PA	19107
	(Type or Print Name)		City/Town	State	ZipCode
2.		2.
	Signature		Street
	(Type or Print Name)		City/Town	State	Zip Code
3.		3.
	Signature		Street
	(Type or Print Name)		City/Town	State	Zip Code

2

EX-3.124

Exhibit 3.124

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF IL, INC.

Incorporated under the laws of Illinois

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.125

Exhibit 3.125

C&S 500 (7/96)

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
Date Received			(FOR BUREAU USE ONLY)
DEC 11 1998			FILED DEC 11 1998
Name			Administrator ALL DEPARTMENT OF CONSUMER & INDUSTRY SERVICES CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
CT Corporation/Peggy Routzahn
Address
1635 Market Street
City	State	Zip Code
Philadelphia	PA	19103	EFFECTIVE DATE

017 – 04A

ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is:

ARAMARK Services Management of MI, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

Provisions of labor management services.

ARTICLE III

The total authorized shares:
1.	Common Shares 1,000
	Preferred Shares
2.	A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

(MICH. – 179 – 3/21/97)

ARTICLE IV

1. The address of the registered office is:
30600 Telegraph Road	Bingham Farms	,	Michigan	48025
(Street Address)	(City)			(Zip Code)
2. The mailing address of the registered office, if different than above:
		,	Michigan
(Street Address or P.O. Box)	(City)			(Zip Code)
3. The name of the resident agent at the registered office is: THE CORPORATION COMPANY

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:
Name	Residence or Business Address
Lilly Dorsa	1101 Market Street, Philadelphia, PA 19107

Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed.

I, (We), the incorporator(s) sign my (our) name(s) this 3^rdday of December , 1998 .

Lilly Dorsa /s/ Lilly Dorsa

EX-3.126

Exhibit 3.126

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF MI, INC.

Incorporated under the laws of Michigan

* * * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors : The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.127

Exhibit 3.127

New Jersey Division of Revenue

Commercial Recording

Certificate of Incorporation, Profit

(Title 14A:2-7 New Jersey Business Corporation Act

For Use by Domestic Profit Corporations)

This is to Certify that, there is hereby organized a corporation under and by virtue of the above noted statute of the New Jersey Statutes.

1. Name of Corporation: ARAMARK Services Management of NJ, Inc.

2. The purpose for which the corporation is organized is (are) to engage in any activity within the purposes for which corporations may be organized under NJSA 14A 1-1 et seq:

3. Registered Agent: CT CORPORATION SYSTEM

4. Registered Office: 820 Bear Tavern Rd.

Trenton, New Jersey 08628

5. The aggregate number of shares which the corporation shall have authority to issue is: 1,000

6. If applicable, set forth the designation of each class and series of shares, the number in each, and a statement of the relative rights, preferences and limitations.

7. If applicable, set forth a statement of any authority vested in the board to divide the shares into classes or series or both and to determine or change their designation number, relative rights, preferences and limitations.

8. The first Board of Directors shall consist of 2 Directors (minimum of one).

Name	Street Address	City	State	Zip
Barbara A. Austell	ARAMARK Tower 1101 Market Street	Philadelphia	Pennsylvania	19107
William Leonard	ARAMARK Tower 1101 Market Street,	Philadelphia	Pennsylvania	19107

9. Name and Address of Incorporator(s):

Name	Street Address	City	State	Zip
Lilly Dorsa	ARAMARK Tower 1101 Market Street,	Philadelphia	Pennsylvania	19107

10. The duration of the corporation is: Perpetual

11. Other provisions:

12. Effective Date (Not to exceed 90 days from date of filing): Perpetual

In Witness whereof, each individual incorporator being over eighteen years of age has signed this certificate, or if the Incorporator is a corporation has caused this Certificate to be signed by its duly authorized officers this first day of December 1998.

Signature:	/s/ Lilly Dorsa	Signature:
Signature:		Signature:

EX-3.128

Exhibit 3.128

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF NJ, INC.

Incorporated under the laws of New Jersey

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.129

Exhibit 3.129

ARTICLES OF INCORPORATION

(Under Chapter 1701 of the Ohio Revised Code)

Profit Corporation

The undersigned, desiring to form a corporation, for profit, under Sections 1701.01 et seq. of the Ohio Revised Code, do hereby state the following:

FIRST.         The name of said corporation shall be ARAMARK Services Management of OH, Inc.

SECOND.    The place in Ohio where its principal office is to be located is 441 Vine Street, Cincinnati, OH 45202, Hamilton County, Ohio.

THIRD.        The purpose(s) for which this corporation is formed is: Provision of labor management services.

FOURTH.    The number of shares which the corporation is authorized to have outstanding is:

(Please state whether shares are common or preferred, and their par value, if any. Shares will be recorded as common with no par value unless otherwise indicated.)

1,000 shares at $1.00 par value

IN WITNESS WHEREOF, we have hereunto subscribed our names, this 16^th day of December, 1998.

By:	/s/ Lilly Dorsa	, Incorporator
	Lilly Dorsa
By:		, Incorporator
By:		, Incorporator

Print or type Incorporators’ names below their signatures.

INSTRUCTIONS

1. The minimum fee for filing Articles of Incorporation for a profit corporation is $75.00. If Article Fourth indicates more than 750 shares of stock authorized, please see Section 111.16 (A) of the Ohio Revised Code or contact the Secretary of State’s office (614-466-3910) to determine the correct fee.

2. Articles will be returned unless accompanied by an Original Appointment of Statutory Agent. Please see Section 1701.07 of the Ohio Revised Code.

ORIGINAL APPOINTMENT OF STATUTORY AGENT

The undersigned, being at least a majority of the incorporators of ARAMARK Services Management of OH, Inc., hereby appoint CT CORPORATION SYSTEM to be to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is: 441 Vine Street, Cincinnati, Ohio 45202.

NOTE: P.O. Box addresses are not acceptable.

/s/ Lilly Dorsa

(Incorporator)

Lilly Dorsa

(Incorporator)

(Incorporator)

ACCEPTANCE OF APPOINTMENT

The undersigned, CT CORPORATION SYSTEM, named herein as the statutory agent for ARAMARK Services Management of OH, Inc., hereby acknowledges and accepts the appointment of statutory agent for said corporation.

CT CORPORATION SYSTEM
By:	/s/ illegible
	Statutory Agent

INSTRUCTIONS

1) Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent. R.C. 1701.07(B), 1702.08(B).

2) The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio, or (b) an Ohio corporation or a foreign profit corporation licensed in Ohio which has a business address In this state and is explicitly authorized by its articles of incorporation to act as a statutory agent. R.C.1701.07(A), 1702.06(A),

3) An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation. R.C. 1701.07(B), 1702.06(B). These signatures must be the same as the signatures on the articles of Incorporation.

^* As of October 8, 1992, R.C. 1701.07(B) will be amended to require acknowledgement and acceptance by the appointed statutory agent.

EX-3.130

Exhibit 3.130

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF OH, INC.

Incorporated under the laws of Ohio

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.131

Exhibit 3.131

STATE OF SOUTH CAROLINA

SECRETARY OF STATE

ARTICLES OF INCORPORATION

1. The name of the proposed corporation is ARAMARK SERVICES MANAGEMENT OF SC, INC.

2. The initial registered office of the corporation is c/o C T CORPORATION SYSTEM,

75 Beattie Pl., Two Insignia Financial Plaza, Greenville, Greenville, 29601

                              City                                    County                             Zip Code

and the initial registered agent as such address is C T CORPORATION SYSTEM

3. The corporation is authorized to issue shares of stock as follows: Complete a or b, whichever is applicable

a. x If the corporation is authorized to issue a single class of shares, the total number of shares authorised is 1,000 .

b. ¨ The corporation is authorized to issue more than one class of shares:

Class of Shares Authorized No. of Each Class

The relative rights, preferences, and limitations of the shares of each class, and of each series within a class, are as follows:

4. The existence of the corporation shall begin when these articles are filed with the Secretary of State unless a delayed date is indicated (See §33-1-230(b)):                          .

5. The optional provisions which the corporation elects to include in the articles of incorporation are as follows (See §33-2-102 and the applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South Carolina Code):

/s/ illegible

SECRETARY OF STATE OF SOUTH CAROLINA

6. The name and address of each incorporator is as follows (only one is required);

Name	Address	Signature
Lilly Dorsa,	1101 Market St., Phila., PA 19107

7. I, Charles E. McDonald Jr., an attorney licensed to practice in the State of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements Chapter 2, Title 33 of the 1976 South Carolina Code relating to the articles of incorporation.

Dated 12/17/98

/s/ Charles E. McDonald Jr.

(Signature)

Charles E. McDonald Jr.

(Type or Print Name)

Address: 75 Beattie Place

Two Insignia Financial Plaza

Greenville, SC 29601

FILING INSTRUCTIONS

1. Two copies of this form, the original and either a duplicate original or a conformed copy, must be filed.

2. If the space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form.

3. Schedule of Fees – payable at time of filing this document.

Fee for filing Application – payable to Secretary of State	$	10.00
Filing Tax – Payable to Secretary of State		100.00
Minimum License Fee – payable to SC Tax Commission		25.00

4. THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (See § 12-19-20), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE SOUTH CAROLINA TAX COMMISSION.

EX-3.132

Exhibit 3.132

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF SC, INC.

Incorporated under the laws of South Carolina

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and

newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.133

Exhibit 3.133

ARTICLES OF INCORPORATION

Stock (for profit)

Executed by the undersigned for the purpose of forming a Wisconsin for-profit corporation under Chapter 180 of the Wisconsin Statutes repealed and recreated by 1989 Wis. Act 303:

Article 1.

Name of Corporation: ARAMARK Services Management of WI, Inc.

Article 2. (See FEE information on reverse)

The corporation shall be authorized to issue 1,000 shares.

Article 3.

The street address of the initial registered office is: 44 East Mifflin Street, Madison, Wisconsin 53703

(The complete address, including street and number, if assigned, and ZIP code. P.O. Bar address may be included as part of the address, but is insufficient alone.)

Article 4.

The name of the initial registered agent at the above registered office is: C T CORPORATION SYSTEM

Article 5. Other provisions (OPTIONAL):

Article 6. Executed on December 3, 1998

                        (date)

Name and complete address of each incorporator:

1) Lilly Dorsa                     2)

ARAMARK Tower

1101 Market Street

Philadelphia, PA 19107

/s/ Lilly Dorsa
(Incorporator Signature)	(Incorporator Signature)

This document was drafted by	Lilly Dorsa
	(name of Individual required by law)

FILING FEE - $90.00 OR MORE

SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures

EX-3.134

Exhibit 3.134

BY-LAWS

of

ARAMARK SERVICES MANAGEMENT OF WI, INC.

Incorporated under the laws of Wisconsin

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and

newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.135

Exhibit 3.135

Articles of Incorporation

We, the undersigned, incorporator(s), hereby associate ourselves together to form and establish a corporation FOR profit under the laws of the State of Kansas.

ARTICLE ONE: The name of the corporation is ARASERV of Kansas, Inc.

ARTICLE TWO: The address of its registered office in Kansas is c/o The Corporation Company, Inc., 534 So. Kansas Avenue, in the city of Topeka, county of Shawnee, and the name of the resident agent in charge thereof at the above address is The Corporation Company, Inc.

ARTICLE THREE: This corporation is organized FOR profit and the nature of its business or purposes to be conducted or promoted is: To engage in any lawful act or activity for which Corporations may be organized under the General Corporation Code of the State of Kansas.

ARTICLE FOUR: The total number of shares which this corporation shall be authorized to issue is as follows: (Describe fully the class or classes of stock and the value of each.)

1,000 shares of Common stock, class             par value of  $1.00 dollars each

            shares of              stock, class              par value of              dollars each

            shares of              stock, class              without nominal or par value    

            shares of              stock, class              without nominal or par value    

State the designations, powers. preferences, rights, qualifications, limitations or restrictions applicable to any class of stock, if any: N/A

Statement of Grant of Authority to be given to the Board of Directors, if any: N/A

ARTICLE FIVE: The name and mailing address of each INCORPORATOR is as follows:

Janice C. Anderle	123 South Broad Street Philadelphia, PA	19109
Timothy F. O’Connell	123 South Broad Street Philadelphia, PA	19109

ARTICLE SIX: The name and mailing address of each person who will serve as a director until the first annual meeting of the stockholders or until a successor is elected and [illegible] is as follows:

John A. Farquharson	ARA Tower, 1101 Market St.Philadelphia, PA	19107
L. Frederick Sutherland	ARA Tower, 1101 Market St.Philadelphia, PA	19107

ARTICLE SEVEN: Is this corporation to exist perpetually? YES     X     NO.             

If No, the term for which this corporation is to exist is                     .

ARTICLE EIGHT: The corporation’s annual fiscal year closing date is (if known)

                            .       (Month, Day)

Its Testimony Whereof, We have hereunto subscribed our names this 2nd day of September, A.D. 1988 (Signatures must correspond to the names of the incorporator(s) listed in ARTICLE FIVE.)

/s/ Janice C. Anderle	/s/ Timothy F. O’Connell
Janice C. Anderle	Timothy F. O’Connell

STATE OF Pennsylvania

COUNTY OF Philadelphia

Before me, a Notary Public in and for said county and state, personally appeared: Janice C. Anderle and Timothy F. O’Connell who are known to me to be the same persons who executed the foregoing Articles of Incorporation and duly acknowledged the execution of the same.

In Witness Whereof, I have hereunto subscribed my

name and affixed my official seal, this 2nd

day of September, A.D. 1988

[Seal]	/s/ Ann J. Williams
	Notary Public

My appointment or commission expires Nov. 28, 1988

THIS FORM MUST BE SUBMITTED TO THIS OFFICE IN DUPLICATE.

THE FILING FEE OF $75 MUST ACCOMPANY THIS FORM.

MAIL THIS DOCUMENT, WITH PAYMENT TO:

Secretary of State

Capitol, 2nd Floor

Topeka, Kansas 666l2

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF

INCORPORATION OF ARASERV of Kansas, Inc.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF KANSAS ON SEPTEMBER 6, 1988, AND RECORDED

IN THE OFFICE OF THE REGISTER OF DEEDS FOR

SHAWNEE COUNTY, KANSAS, ON SEPTEMBER 7, 1988

ARASERV of Kansas, Inc., a corporation organized and existing under and by virtue of the Laws of the State of Kansas,

DOES HEREBY CERTIFY:

1. The name of the corporation is

ARASERV of Kansas, Inc.

2. That a Certificate of Incorporation was filed with the Secretary of State of Kansas on September 6, 1988 and recorded in the office of the Register of Deeds of Shawnee County on September 7, 1988 and that said certificate requires correction as permitted by subsection (f) K.S.A. 17-6003.

3. The inaccuracy or defect of said certificate to be corrected is as follows:

4. ARTICLE ONE of the certificate is corrected to read as follows:

ARTICLE ONE The name of the corporation is

ARASERVE of Kansas, Inc.

IN WITNESS WHEREOF, said ARASERV of Kansas, Inc. has caused this certificate to be signed by Janice C. Anderle and Timothy F. O’Connell., its Incorporators, this 14th day of September, 1988.

/s/ Timothy F. O’Connell

Timothy F. O’Connell, Incorporator

/s/ Janice C. Anderle

Janice C. Anderle, Incorporator

STATE OF Pennsylvania	)
	)	SS.
COUNTY OF Philadelphia	)

Be it remembered, that before me Ann J. Williams, a Notary Public in and for the County and State aforesaid, came Timothy F. O’Connell and Janice. C. Anderle, Incorporators, of ARASERV of Kansas, Inc., a corporation, personally known to me to be the persons who executed the foregoing instrument of writing duly acknowledged the execution of the same this 14^th day of September, 1988.

/s/ Ann J. Williams

Notary Public

(SEAL)

My Commission expires Nov. 28, 1988

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF

INCORPORATION OF ARASERV of Kansas, Inc.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF KANSAS ON SEPTEMBER 6, 1988, AND RECORDED

IN THE OFFICE OF THE REGISTER OF DEEDS FOR

SHAWNEE COUNTY, KANSAS, ON SEPTEMBER 7, 1988

ARASERV of Kansas, Inc., a corporation organized and existing under and by virtue of the Laws of the State of Kansas,

DOES HEREBY CERTIFY:

1. The name of the corporation is

ARASERV of Kansas, Inc.

2. That a Certificate of Incorporation was filed with the Secretary of State of Kansas on September 6, 1988 and recorded in the office of the Register of Deeds of Shawnee County on September 7, 1988 and that said certificate requires correction as permitted by subsection (f) K.S.A. 17-6003.

3. The inaccuracy or defect of said certificate to be corrected is as follows:

ARTICLE SIX of the Certificate is corrected to read as follows:

ARTICLE SIX: The home and mailing address of each person who is to serve as a director until the first annual meeting of the stockholder or until a successor is elected and qualified is as follows:

John A. Farquharson	ARA Tower, 1101 Market St. Philadelphia, PA	19107
L. Frederick Sutherland	ARA Tower, 1101 Market St. Philadelphia, PA	19107

IN WITNESS WHEREOF, said ARASERV of Kansas, Inc. has caused this certificate to be signed by Janice C. Anderle and Timothy F. O’Connell., its Incorporators, this 14^th day of October, 1988.

/s/ Timothy O’Connell

Timothy F. O’Connell

/s/ Janice C. Anderle

Janice C. Anderle

STATE OF Pennsylvania	)
	)	SS.
COUNTY OF Philadelphia	)

Be it remembered, that before me Doris M. Scotese, a Notary Public in and for the County and State aforesaid, came Janice. C. Anderle and Timothy F. O’Connell, Incorporators of ARASERV of Kansas, Inc., a corporation, personally known to me to be the persons who executed the foregoing instrument of writing, and duly acknowledged the execution of the same this 14^th day of October, 1988.

/s/ illegible

Notary Public

(SEAL)

My Commission expires

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

OF

ARASERVE OF KANSAS, INC.

We,	Michael O’Hara                                 ,	President, Vice-President and
	(President or Vice-President)
Priscilla M. Bodnar                                         ,		Secretary, Assistant Secretary, of
(Secretary, or Assistant Secretary)

                                                 ARASERVE OF KANSAS, INC.                                                         ,

                            (Name of Corporation)

a corporation organized and existing under the laws of the State of Kansas and whose registered

address is:           The Corporation Company, Inc., 515 South Kansas Avenue           in the city of

                (Street Address or Rural Route)

            Topeka                                     , county of         Shawnee                                         66603

(City)(County)    (Zip Code)

Kansas, do hereby certify that at the     special             meeting of the Board of Directors of said

                                (Regular or Special)

corporation held on the first day of, day of August, 1996, said board adopted a resolution setting

forth the following amendment to the Articles of Incorporation and declaring its advisability;

The name of the corporation is ARAMARK Services of Kansas, Inc.

We further certify that thereafter, pursuant to said resolution, and in accordance with the

by-laws of the corporation and the laws of the State of Kansas, the Board of Directors called a

meeting of stockholders for consideration of the proposed amendment, and thereafter, pursuant

to notice and in accordance with the statutes of the State of Kansas, on the 2^nd day of

August, 1996, said stockholders convened and considered the proposed amendment.

We further certify that at said meeting a majority of the stockholders entitled to vote

voted in favor of the proposed amendment, and that the votes were             1,000     shares in

(By Class or Classes)

favor of the proposed amendment and             0             shares against the amendment.

(By Class or Classes)

We further certify that the amendment was duly adopted in accordance with the provisions of K.S.A. 17-6602, as amended.

IN WITNESS WHEREOF, we have hereunto set

our hands and affixed the seal of said corporation, this 6th day of August, 1996

/s/ illegible

President or Vice President

/s/ illegible

Secretary or Assistant Secretary

(Over)

8

STATE OF Pennsylvania	)
	)	SS.
COUNTY OF Philadelphia	)

Be it remembered, that before me, a Notary Public in and for the aforesaid county and date, personally appeared Michael O’Hara, President, Vice-President and Priscilla Bodnor, Secretary, Assistant Secretary of ARASERV of Kansas, Inc., a corporation, who are known to me to be the same persons who executed the foregoing Certificate of Amendment to Articles of Incorporation, and duly acknowledged the execution of the same this 6^th day of October, 1996.

/s/ illegible

Notary Public

(SEAL)

My appointment or commission expires                     

THIS FORM MUST BE SUBMITTED TO THIS OFFICE IN DUPLICATE.

THE FILING FEE OF $20 MUST ACCOMPANY THIS DOCUMENT.

MAIL THIS DOCUMENT, WITH FEE, TO:

Secretary of State

Capitol, 2nd Floor

Topeka, KS 66612

EX-3.136

Exhibit 3.136

Name changed to ARAMARK Services of Kansas, Inc. as of 8/8/96

ARASERVE OF KANSAS, INC.

July 31, 1990

BY-LAWS

of

ARASERVE OF KANSAS, INC.

Incorporated under the laws of Kansas

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

ARASERVE OF KANSAS, INC

July 31, 1990

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

2

ARASERVE OF KANSAS, INC

July 31, 1990

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.137

Exhibit 3.137

RESTATED CERTIFICATE OF INCORPORATION

OF

ARAMARK SERVICES OF PUERTO RICO, INC.

(Originally incorporated December 18, 1958 under the name “Slater International Corporation”)

FIRST: The name of the corporation is ARAMARK Services of Puerto Rico, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the corporation shall have the authority to issue is 1,000 shares of common stock, $1.00 par value per share.

FIFTH: Elections of directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation which restates and integrates and also further amends the Corporation’s Certificate of Incorporation, as heretofore amended, having been duly adopted pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, has been duly executed this 24th day of April, 1996.

ARAMARK SERVICES OF PUERTO RICO, INC.
By:	/s/ Michael O’Hara
	Vice President

Attest:	/s/ Priscilla M. Bodnar
	Secretary

2

EX-3.138

Exhibit 3.138

ARASERVE OF PUERTO RICO, INC.

July 31, 1990

BY–LAWS

of

ARASERVE OF PUERTO RICO, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

* Name changed to ARAMARK Services of Puerto Rico, Inc. as of October 10, 1994.

ARASERVE OF PUERTO RICO, INC.

July 31, 1990

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

2

ARASERVE OF PUERTO RICO, INC.

July 31, 1990

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.139

Exhibit 3.139

CERTIFICATE OF INCORPORATION

OF

SERVICEMASTER MANAGEMENT SERVICES

GOVERNANCE CORPORATION

* * * * *

ARTICLE ONE

The name of the corporation is: SERVICEMASTER MANAGEMENT SERVICES GOVERNANCE CORPORATION.

ARTICLE TWO

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Cent ($0.01), amounting in the aggregate to One Hundred Dollars ($100.00).

ARTICLE FIVE

A. The name and mailing address of each incorporator is as follows:

Name	Mailing Address
L. J. Vitale	1209 Orange Street Wilmington, Delaware 19801
M. A. Brzoska	1209 Orange Street Wilmington, Delaware 19801
D. A. Hampton	1209 Orange Street Wilmington, Delaware 19081

B. The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified is as follows:

Name	Mailing Address
Vernon T. Squires	2300 Warrenville Road Downers Grove, IL 60515

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, or repeal the bylaws of the corporation.

ARTICLE EIGHT

Meetings of the stockholders may be held within or without the State of Delaware, as the bylaws of the corporation may

provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation. Election of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this Article Nine shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, DO MAKE THIS CERTIFICATE, hereby declaring and certifying that this is our act and deed and the facts herein stated are true and accordingly have hereunto set our hands this 13th day of December 1990.

/s/ L.T. Vitalo

L.T. Vitalo

/s/ M.A. Brzoska

M. A. Brzoska

/s/ D.A. Hampton

D. A. Hampton

4

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SERVICEMASTER MANAGEMENT SERVICES GOVERNANCE CORPORATION

ServiceMaster Management Services Governance Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, certifies:

FIRST, that Article One of the Certificate of Incorporation be and it hereby is amended to read as follows:

The name of the corporation is: ServiceMaster Management Services, Inc.

SECOND, that this amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, ServiceMaster Management Services Governance Corporation has caused this certificate to be signed by its President and attested by its Secretary on August 9, 1991.

ServiceMaster Management Services Governance Corporation
By:	/s/ C. William Polland President
	C. William Polland, President

ATTEST:
By:	/s/ Vernon T. Squires, Secretary
	Vernon T. Squires, Secretary

CERTIFICATE OF CORRECTION FILED TO CORRECT

A CERTAIN ERROR IN THE CERTIFICATE OF

INCORPORATION OF SERVICEMASTER MANAGEMENT SERVICES, INC.

FILED IN THE OFFICE OF THE SECRETARY OF STATE

OF DELAWARE ON DECEMBER 13, 1990

ServiceMaster Management Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY;

1. The name of the corporation is ServiceMaster Management Services, Inc.

2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on December 13, 1990 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows: The aggregate amount of One Hundred Dollars ($100.00) for the authorized number of shares of One Thousand (1,000) at one cent. ($0.01)

4. Article Four of the Certificate is corrected to read as follows:

ARTICLE FOUR

The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Cent ($0.01), amounting in the aggregate to Ten Dollars ($10.00).

IN WITNESS WHEREOF said ServiceMaster Management Services, Inc. has caused this Certificate to be signed by E.L. Olsen, its Vice-President and attested by John S. Talley, its Assistant Secretary this 29th day of April, 1993.

ServiceMaster Management Services, Inc.
By:	/s/ E.L. Olsen
	Vice President

ATTEST:
By:	/s/ John S. Talley
	Assistant Secretary

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OP INCORPORATION

ServiceMaster Management Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ServiceMaster Management Services, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK SM Management Services, Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted In accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ServiceMaster Management Services, Inc. has caused this certificate to be signed by Michael O’Hara, its Vice President and attested by Priscilla M. Bodnar, its Secretary, this Seventh day of December, 2001.

ServiceMaster Management Services, Inc.
By:	/s/ Michael O’Hara
	Michael O’Hara Vice President

Attest:
By:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar Secretary

EX-3.140

Exhibit 3.140

November 30, 2001

BY-LAWS

of

ARAMARK SM Management Services, Inc.

(formerly known as ServiceMaster Management Services, Inc.)

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.141

Exhibit 3.141

CERTIFICATE OF FORMATION

OF

ARAMARK SMMS LLC

1. The name of the limited liability company is ARAMARK SMMS LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is the Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ARAMARK SMMS LLC this sixteenth day of November, 2001.

/s/ Lilly Dorsa

Lilly Dorsa

Authorized Person

EX-3.142

Exhibit 3.142

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SMMS LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK SMMS LLC (the “Company”), dated and effective as of November 16, 2001, is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc. (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK SMMS LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the

Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers. ARAMARK shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper. The term of office of all officers shall be until their respective successors are chosen and

qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

SOLE MEMBER
ARAMARK SERVICES, INC.
By:	/s/ Michael O’Hara
	Michael O’Hara
	Vice President

3

EX-3.143

Exhibit 3.143

CERTIFICATE OF FORMATION

OF

ARAMARK SMMS REAL ESTATE LLC

1. The name of the limited liability company is ARAMARK SMMS Real Estate LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of ARAMARK SMMS Real Estate LLC this nineteenth day of November, 2001.

/s/ LILLY DORSA

Lilly Dorsa

Authorized Person

EX-3.144

Exhibit 3.144

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SMMS REAL ESTATE LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK SMMS REAL ESTATE LLC (the “Company”), dated and effective as of November 19, 2001, is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Services, Inc. (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK SMMS Real Estate LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Services, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the

Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers. ARAMARK shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper. The term of office of all officers shall be until their respective successors are chosen and

2

qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

SOLE MEMBER:
ARAMARK SERVICES, INC.
By:	/s/ Michael O’Hara
	Michael O’Hara
	Vice President

3

EX-3.145

Exhibit 3.145

CERTIFICATE OF FORMATION

OF

ARAMARK SPORTS AND ENTERTAINMENT GROUP, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Sports and Entertainment Group, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox
	Organizer

EX-3.146

Exhibit 3.146

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SPORTS AND ENTERTAINMENT GROUP, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Sports and Entertainment Group, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Sports and Entertainment Group, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on September 1, 1989, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Sports and Entertainment Group, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly known as ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation
Sole Member
By	/s/ Michael J. O’Hara
	Michael O’Hara
	Vice President

4

EX-3.147

Exhibit 3.147

Form 205 (Revised 01/06)		This space reserved for office use.
Return in duplicate to:
Secretary of State
P.O. Box 13697	Certificate of Formation
Austin, TX 78711-3697	Limited Liability Company
512 463-5555
FAX: 512 463-5709
Filing Fee: $300

Article 1 – Entity Name and Type

The filing entity being formed is a limited liability company. The name of the entity is:

ARAMARK Sports and Entertainment Services of Texas, LLC

  The name must contain the words “limited liability company,” “limited company,” or an abbreviation of one of these phrases.

Article 2 – Registered Agent and Registered Office

(Select and complete either A or B and complete C)

x A. The initial registered agent is an organization (cannot be entity named above) by the name of:

C T Corporation System

OR

¨ B. The initial registered agent is an individual resident of the state whose name is set forth below:

First Name M.I. Last Name Suffix

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street	Dallas	TX	75201
Street Address	City	State	Zip Code

Article 3—Governing Authority

(Select and complete either A or B and provide the name and address of each governing person.)

¨ A. The limited liability company will have managers. The name and address of each initial manager are set forth below.

x B. The limited liability company will not have managers. The company will be governed by its members, and the name and address of each initial member are set forth below.

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	ARAMARK Sports and Entertainment Services, LLC
	Organization Name
ADDRESS OF GOVERNING PERSON

1101 Market Street	Philadelphia	PA		19107
Street or Mailing Address	City	State	Country Code	Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON

Street or Mailing Address City                 State         Country Code Zip Code

NAME OF GOVERNING PERSON (Enter the name of either an individual or an organization but not both)
	IF INDIVIDUAL
	First Name	M.I.	Last Name	Suffix
OR
	IF ORGANIZATION
	Organization Name
ADDRESS OF GOVERNING PERSON

Street or Mailing Address City                 State         Country Code Zip Code

Article 4 – Purpose

The purpose for which the company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

Supplemental Provisions/Information

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

Information regarding the converting entity, which is being created pursuant

to the Plan of Conversion:

Name: ARAMARK Sports and Entertainment Services of Texas, Inc.

Address: 350 N. Paul Street; Dallas, Texas 75201

Prior form of Organization: Corporation

Date of Organization: September 7, 1989

Jurisdiction of Organization: Texas

Organizer

The name and address of the organizer:

Nora Betty McCann
Name
c/o 2005 Lake Robbins Drive	The Woodlands	TX	77380
Street or Mailing Address	City	State	Zip Code

Effectiveness of Filing (Select either A. B, or C)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                     

C. ¨ This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90^th day after the date of signing is:                     

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: March 15, 2007

/s/ Nora Betty McCann

Signature of organizer

Nora Betty McCann

EX-3.148

Exhibit 3.148

COMPANY AGREEMENT

OF

ARAMARK SPORTS AND ENTERTAINMENT SERVICES OF TEXAS, LLC

A Texas Limited Liability Company

THE UNDERSIGNED is executing this Company Agreement (this “Agreement”) as of April 11, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Sports and Entertainment Services of Texas, Inc., a Texas corporation (the “Converted Corporation”), to a Texas limited liability company (the “Company”), and (ii) adopting a company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Sports and Entertainment Services of Texas, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Texas limited liability company. In accordance with Sections 10.154 and 10.155 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Texas (any such person being authorized to take such action) and filed with the Secretary of State of the State of Texas.

2. Definitions. Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Texas Limited Liability Company Law, TEX. BUS. ORGS. CODE ANN. §§ 1.001 et seq., as amended from time to time, to the extent applicable to limited liability companies.

Agreement. “Agreement” shall mean this Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK Sports and Entertainment Services of Texas, LLC, a Texas limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Sports and Entertainment Services, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

1

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Texas is C T Corporation System. The registered office of the Company in the State of Texas is 350 N. St. Paul Street, Dallas, TX 75201.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Services, LLC, a Delaware limited liability company, formerly, ARAMARK Sports and Entertainment Services, Inc., a Delaware corporation and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Agent. Any officer of the Company is designated as an agent to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Texas and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them

2

shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of by a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows.)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Services, LLC Sole Member
By:	/s/ CHRISTOPHER S. HOLLAND
	Christopher S. Holland
	Treasurer

4

EX-3.149

Exhibit 3.149

CERTIFICATE OF FORMATION

OF

ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox
	Organizer

EX-3.150

Exhibit 3.150

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SPORTS AND ENTERTAINMENT SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 9, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Sports and Entertainment Services, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Sports and Entertainment Services, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on February 28, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Sports and Entertainment Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK/HMS, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK/HMS, LLC a Delaware limited liability company, formerly, ARAMARK/HMS Company, a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK/HMS, LLC
Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

EX-3.151

Exhibit 3.151

CERTIFICATE OF FORMATION

OF

ARAMARK SPORTS FACILITIES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Sports Facilities, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 17th day of November, 2005.

By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

EX-3.152

Exhibit 3.152

OPERATING AGREEMENT

OF

ARAMARK SPORTS FACILITIES, LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Sports Facilities, LLC, (the “Company”), dated and effective as of November 17, 2005 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Sports and Entertainment Services, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Sports Facilities, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Sports and Entertainment Services, Inc.. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Services, Inc.
Sole Member
By:	/s/ Alex P. Marino
	Alexander P. Marino
	Vice President

EX-3.153

Exhibit 3.153

CERTIFICATE OF FORMATION

OF

ARAMARK SPORTS, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK SPORTS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26^th day of March, 2007.

By:	/s/ THOMAS M. MOLCHAN
	Thomas M. Molchan
	Organizer

EX-3.154

Exhibit 3.154

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SPORTS, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 12, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Sports, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Sports, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Sports, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Sports and Entertainment Services, LLC. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Services LLC, a Delaware limited liability company, formerly ARAMARK Sports and Entertainment Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management,

administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Services, LLC Sole Member
By	/s/ Christopher S. Holland
	Christopher S. Holland
	Treasurer

EX-3.155

Exhibit 3.155

CERTIFICATE OF FORMATION

OF

ARAMARK SUMMER GAMES 1996, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Summer Games 1996, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ DANIEL W. SIMCOX
	Daniel W. Simcox Organizer

1

EX-3.156

Exhibit 3.156

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK SUMMER GAMES 1996, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Summer Games 1996, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Summer Games 1996, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on September 14, 1995, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Summer Games 1996, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Sports and Entertainment Group, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Group, LLC, a Delaware limited liability company, formerly ARAMARK Sports and Entertainment Group, Inc., Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

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Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Group, LLC Sole Member
By	/s/ Alexander P. Marino
	Alexander P. Marino Vice President

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EX-3.157

Exhibit 3.157

CERTIFICATE OF FORMATION

OF

ARAMARK U.S. OFFSHORE SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK U.S. OFFSHORE SERVICES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26^th day of March, 2007.

By:	/s/ JAMES P. WEYGANDT
	James P. Weygandt Organizer

EX-3.158

Exhibit 3.158

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK U.S. OFFSHORE SERVICES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK U.S. Offshore Services, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Correctional Services, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on October 1, 1999, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK U.S. Offshore Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

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Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

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EX-3.159

Exhibit 3.159

CERTIFICATE OF INCORPORATION

OF

ARAMARK UNIFORM SERVICES GROUP, INC.

FIRST: The name of the corporation is ARAMARK Uniform Services Group, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the initial incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of May, 1995.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

ARAMARK Uniform Services Group, Inc. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of ARAMARK Uniform Services Group, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

The name of the corporation is: ARAMARK Uniform & Career Apparel Group, Inc.

SECOND: That in lieu of a meeting and vole of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ARAMARK Uniform Services Group. Inc. has caused this certificate to be signed by Michael O’Hara, its Vice president and attested by Priscilla M. Bodnar, its Secretary, this 28^th day of May, 1999.

ARAMARK Uniform Services Group, Inc.
By:	/s/ Michael O’Hara
	Vice President

ATTEST:
By	/s/ Priscilla M. Bodnar
	Secretary

EX-3.160

Exhibit 3.160

EXHIBIT C

BY-LAWS

of

ARAMARK UNIFORM SERVICES GROUP, INC.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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EX-3.161

Exhibit 3.161

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM & CAREER APPAREL, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform & Career Apparel, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26th day of March, 2007.

By:	/s/ MEGAN C. TIMMINS
	Megan C. Timmins Organizer

EX-3.162

Exhibit 3.162

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK UNIFORM & CAREER APPAREL, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of ARAMARK Uniform & Career Apparel, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be ARAMARK Uniform & Career Apparel, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on October 19, 1966, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform & Career Apparel, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel Group, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Uniform & Career Apparel Group, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

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Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel Group, Inc. Sole Member
By	/s/ CHRISTOPHER S. HOLLAND
	Christopher S. Holland Treasurer

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EX-3.163

Exhibit 3.163

RESTATED CERTIFICATE OF INCORPORATION

OF

ARATEX UNIFORM MANUFACTURING COMPANY

(Originally Incorporated on November 21, 1986

under the name “DELSAC V, INC.”)

FIRST: The name of the corporation is ARATEX Uniform Manufacturing Company.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: Elections of directors need not be by written ballot.

SIXTH: The Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the By-laws of the corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of` this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the

said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates but does not further amend the Corporation’s Certificate of Incorporation, as heretofore amended, having been duly adopted pursuant to the provisions of Sections 228 and 245 of the General Corporation Law of the State of Delaware, has been duly executed this 3^rd day of September, 1993.

ARATEX UNIFORM MANUFACTURING COMPANY
By:	/s/ Michael O’Hara
	Michael O’Hara Vice President

Attest:	/s/ Priscilla M. Bodnar
	Priscilla M. Bodnar Secretary

2

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

* * * * *

ARATEX UNIFORM MANUFACTURING COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Restated Certificate of Incorporation of ARATEX UNIFORM MANUFACTURING COMPANY be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

1. The name of the corporation is: ARAMARK Uniform Manufacturing Company

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: The Certificate of Amendment shall become effective on October 10, 1994.

IN WITNESS WHEREOF, said ARATEX UNIFORM MANUFACTURING COMPANY has caused this certificate to be signed by Bruce Lafferman, its vice president and attested by Laurence G. Miller, its secretary, this 3rd day of October, 1994.

ARATEX UNIFORM MANUFACTURING COMPANY
By	/s/ Bruce Lafferman
	Bruce Lafferman, Vice President

ATTEST:
By	/s/ Laurence G. Miller
	Laurence G. Miller, Secretary

EX-3.164

Exhibit 3.164

Aratex Uniform Manufacturing Company

June 24, 1988

BY-LAWS

of

Aratex Uniform Manufacturing Company*

Incorporated under the laws of Delaware

* * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held at 11:00 o’clock A.M. on the third Thursday of February in each year, unless such day is a legal holiday, in which case such meeting shall be held on the business day next following. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof may be taken without a meeting if all the stockholders consent thereto

^* Name Changed to ARAMARK Uniform Manufacturing Company DE as of 10/10/94

Aratex Uniform Manufacturing Company

June 24, 1988

in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or

Aratex Uniform Manufacturing Company

June 24, 1988

any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.165

Exhibit 3.165

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (MATCHPOINT) LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (Matchpoint) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this third day of August, 2006.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.166

Exhibit 3.166

OPERATING AGREEMENT

OF

ARAMARK UNIFORM SERVICES (MATCHPOINT) LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (Matchpoint) LLC, (the “Company”), dated and effective as of August 2, 2006 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc. (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK Uniform Services (Matchpoint) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1. Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2. Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc.
Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

3

EX-3.167

Exhibit 3.167

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (MIDWEST) LLC

1. The name of the limited liability company (the “Company’) is

ARAMARK Uniform Services (Midwest) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 18th day of April, 2006.

By:	/s/ LILLY DORSA
	Lilly Dorsa
	Organizer

EX-3.168

Exhibit 3.168

OPERATING AGREEMENT

OF

ARAMARK UNIFORM SERVICES (MIDWEST) LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (Midwest) LLC, (the “Company”), dated and effective as of April 18, 2006 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform Career & Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean ARAMARK Uniform Services (Midwest) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Uniform Career & Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE,

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Count of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1. Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2. Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform Career & Apparel, Inc. Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino Vice President

EX-3.169

Exhibit 3.169

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (NORTH CAROLINA) LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (North Carolina) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this second day of March, 2006.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:04 PM 05/23/2007

FILED 06:46 PM 05/23/2007

SRV 070610842 – 4118443 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company : ARAMARK Uniform Services (North Carolina) LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

To change the name of the Company in Article 1 so that, as amended, Article 1 reads as follows:

1. The name of the limited liability company (the “Company”) is:

ARAMARK Uniform Services (Texas) LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 23rd day of May, A.D. 2007.

By:	/s/ Megan C. Timmins
	Authorized Person(s)
Name:	Megan C. Timmins
	Print or Type

EX-3.170

Exhibit 3.170

OPERATING AGREEMENT

OF

ARAMARK Uniform Services (North Carolina) LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (North Carolina) LLC, (the “Company”), dated and effective as of March 2 2006 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Services (North Carolina) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has caused the Company to be organized pursuant to the Act and (b) a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc.
Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

EX-3.171

Exhibit 3.171

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (PITTSBURGH) LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (Pittsburgh) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this second day of March, 2006.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.172

Exhibit 3.172

OPERATING AGREEMENT

OF

ARAMARK Uniform Services (Pittsburgh) LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (Pittsburgh) LLC, (the “Company”), dated and effective as of March 2, 2006 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Services (Pittsburgh) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has caused the Company to be organized pursuant to the Act and (b) a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc.
Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

EX-3.173

Exhibit 3.173

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM ACQUISITION II, LLC

1. The name of the limited liability company (the “Company’) is

ARAMARK Uniform Acquisition II, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 27^th day of February 2002.

ARAMARK UNIFORM ACQUISITION II, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

CERTIFICATE OF AMENDMENT

OF

ARAMARK UNIFORM ACQUISITION II, LLC

1. The name of the limited liability company is ARAMARK Uniform Acquisition II, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended to change the name of the company as stated in Article One, so that Article One shall read as follows:

The name of the limited liability company is

ARAMARK UNIFORM SERVICES (ROCHESTER) LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of ARAMARK Uniform Acquisition II, LLC this 27th day of October, 2003.

/s/Alexander P. Marino

Alexander P. Marino

Vice President

EX-3.174

Exhibit 3.174

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK UNIFORM ACQUISITION II, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK Uniform Acquisition II, LLC (the “Company”), dated and effective as of February 27, 2003, is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc. (“AUCA”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Acquisition II, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. AUCA has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. AUCA has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, AUCA is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of AUCA.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers. AUCA shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by AUCA without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by AUCA, and shall also have such powers and duties as may from time to time be conferred upon them by AUCA.

2

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK UNIFORM & CAREER APPAREL, INC.
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

3

EX-3.175

Exhibit 3.175

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (SAN GABRIEL) LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (San Gabriel) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company,

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 25th day of March, 2004.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

CERTIFICATE OF AMENDMENT

OF

ARAMARK UNIFORM SERVICES (SAN GABRIEL) LLC

1. The name of the limited liability company is ARAMARK Uniform Services (San Gabriel) LLC (the “Company”).

2. Article One of the Certificate of Formation of the Company is hereby amended to change the name of the Company; and, as amended, Article One shall read as follows:

3. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (Santa Ana) LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of ARAMARK Uniform Services (San Gabriel) LLC this sixteenth day of April, 2004.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Authorized Person

EX-3.176

Exhibit 3.176

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK UNIFORM SERVICES (SAN GABRIEL) LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (San Gabriel) LLC, (the “Company”), dated and effective as of March 25, 2004 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Services (San Gabriel) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, any Vice President or the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc.
Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

EX-3.177

Exhibit 3.177

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM ACQUISITION, LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Acquisition, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF; the undersigned has executed this Certificate of Formation this 11th day of December 2002.

ARAMARK UNIFORM ACQUISITION, LLC
By:	/s/ Lilly Dorsa
	Lilly Dorsa
	Organizer

CERTIFICATE OF AMENDMENT

OF

ARAMARK UNIFORM ACQUISITION, LLC

1. The name of the limited liability company is ARAMARK Uniform Acquisition, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended to change the name of the company as stated in Article One, so that Article One shall read as follows:

The name of the limited liability company is

ARAMARK UNIFORM SERVICES (SYRACUSE) LLC

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of ARAMARK Uniform Acquisition, LLC this          day of October, 2003.

/s/ Alexander P. Marino

Alexander P. Marino

Vice President

EX-3.178

Exhibit 3.178

LIMITED LIABILITY COMPANY AGREEMENT

OF

ARAMARK UNIFORM ACQUISITION II, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of ARAMARK Uniform Acquisition II, LLC (the “Company”), dated and effective as of February 27, 2003, is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc. (“AUCA”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Acquisition II, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. AUCA has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy that is attached as Exhibit 2.1 hereto.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. AUCA has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, AUCA is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of AUCA.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers. AUCA shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by AUCA without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by AUCA, and shall also have such powers and duties as may from time to time be conferred upon them by AUCA.

2

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK UNIFORM & CAREER APPAREL, INC.
By:	/s/ Alexander P. Marino
	Alexander P. Marino
	Vice President

3

EX-3.179

Exhibit 3.179

CERTIFICATE OF FORMATION

OF

ARAMARK UNIFORM SERVICES (WEST ADAMS) LLC

1. The name of the limited liability company (the “Company”) is

ARAMARK Uniform Services (West Adams) LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 12th day of November, 2004.

By:	/s/ Lilly Dorsa
	Lilly Dorsa Organizer

EX-3.180

Exhibit 3.180

OPERATING AGREEMENT

OF

ARAMARK UNIFORM SERVICES (WEST ADAMS) LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of ARAMARK Uniform Services (West Adams) LLC, (the “Company”), dated and effective as of November 15, 2004 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean ARAMARK Uniform Services (West Adams) LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc.. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

2

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers or authorized agents, as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK UNIFORM & CAREER APPAREL, INC.
Sole Member
By:	/s/ David Prall
	David Prall
	Assistant Secretary

3

EX-3.181

Exhibit 3.181

CERTIFICATE OF INCORPORATION

OF

ARAMARK VENUE SERVICES, INC.

FIRST: The name of the corporation is ARAMARK Venue Services, Inc.

SECOND: The registered office of the corporation is to be located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The corporation shall be authorized to issue 1,000 shares all of which are to be of one class and with a par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is as follows:

Name	Address
Lilly Dorsa	1101 Market Street Philadelphia, Pennsylvania 19107

SIXTH: Elections of directors need not be by written ballot.

SEVENTH: The original by-laws of the corporation shall be adopted by the incorporator named herein. Thereafter the Board of Directors shall have the power, in addition to the stockholders, to make, alter, or repeal the by-laws of the corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 17^th day of April, 1998.

/s/ Lilly Dorsa

Lilly Dorsa

Incorporator

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EX-3.182

Exhibit 3.182

BY-LAWS

of

ARAMARK VENUE SERVICES, INC.

Incorporated under the laws of Delaware

* * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The

authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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EX-3.183

Exhibit 3.183

CERTIFICATE OF INCORPORATION

OF

DELSAC VIII, INC.

1. The name of the corporation is:

DELSAC VIII, INC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1.00).

5. The board of directors is authorized to make, alter, or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:

J. L. Austin

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 21st day of November, 1986.

/s/ J.L. Austin

J. L. Austin

EX-3.184

Exhibit 3.184

June 24, 1988

BY-LAWS

of

Delsac VIII, Inc.

Incorporated under the laws of Delaware

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held at 11:00 o’clock A.M. on the third Thursday of February in each year, unless such day is a legal holiday, in which case such meeting shall be held on the business day next following. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

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Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.185

Exhibit 3.185

CERTIFICATE OF FORMATION

OF

FINE HOST HOLDINGS, LLC

This Certificate of Formation of Fine Host Holdings, LLC (the “LLC”), dated as of October 29^th, 2002, is being duly executed and filed by David Bersh, as an authorized person to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.)

FIRST. The name of the limited liability company formed hereby is Fine Host Holdings, LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is C/O Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE, 19808.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, DE, 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

/s/ David Bersh

David Bersh

Authorized Person

CERTIFICATE OF AMENDMENT

OF

FINE HOST HOLDINGS, LLC

1. The name of the limited liability company is Fine Host Holdings, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

That the registered office of the company in the State of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Fine Host Holdings, LLC this 11^th day of March, 2004.

ARAMARK FHC, LLC, Sole Member of Fine Host Holdings, LLC
By:	/s/ Thomas M. Molchan
	Thomas M. Molchan, Assistant Secretary of ARAMARK Services, Inc., Sole Member of ARAMARK FHC,LLC

EX-3.186

Exhibit 3.186

LIMITED LIABILITY COMPANY AGREEMENT

OF

FINE HOST HOLDINGS, LLC

A Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of FINE HOST HOLDINGS, LLC, (the “Company”), dated and effective as of January 17, 2003 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK FHC, LLC, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean FINE HOST HOLDINGS, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK FHC, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1 Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2 Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3 Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4 Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1 Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1 Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing

of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3 Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4 Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK FHC, LLC
Sole Member
By:	ARAMARK Services, Inc.
	Sole Member of ARAMARK FHC, LLC
/s/ Laurence G. Miller
Laurence G. Miller, Vice President

EX-3.187

Exhibit 3.187

CERTIFICATE OF FORMATION

OF

GALLS, AN ARAMARK COMPANY LLC

1. The name of the limited liability company (the “Company”) is

Galls, an ARAMARK Company LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 23rd day of September, 2005.

By:	/s/ LILLY DORSA
	Lilly Dorsa Organizer

EX-3.188

Exhibit 3.188

OPERATING AGREEMENT

OF

GALLS, AN ARAMARK COMPANY LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of, Galls, an ARAMARK Company LLC (the “Company”), dated and effective as of September 23, 2005 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean Galls, an ARAMARK Company LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

2

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc.
Sole Member
By:	/s/ Alex P. Marino
	Alexander P. Marino

3

EX-3.189

Exhibit 3.189

CERTIFICATE OF FORMATION

OF

HARRISON CONFERENCE ASSOCIATES, LLC

1. The name of the limited liability company (the “Company”) is

HARRISON CONFERENCE ASSOCIATES, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 26^th day of March, 2007.

By:	/s/ KIMBERLY S. COOK
	Kimberly S. Cook Organizer

1

EX-3.190

Exhibit 3.190

LIMITED LIABILITY COMPANY AGREEMENT

OF

HARRISON CONFERENCE ASSOCIATES, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Harrison Conference Associates, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Harrison Conference Associates, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on November 21, 1979, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean Harrison Conference Associates, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

1

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation., formerly known as ARAMARK Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

4

EX-3.191

Exhibit 3.191

CERTIFICATE OF INCORPORATION

of

HARRISON CONFERENCE CENTER OF GLEN COVE, INC.

(Under Section 402 of the Business Corporation Law)

The undersigned, a natural person of the age of twenty-one years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is Harrison Conference Center of Glen Cove, Inc.

hereinafter sometimes called “the corporation”.

SECOND: The purposes for which it is to be formed are:

(a) To acquire, construct, purchase, establish, own, rent, lease, equip, use, maintain, operate, conduct, manage, direct, furnish and provide facilities of every nature and description for business conferences, training programs, meetings, seminars and conventions and for gatherings of any other sort or nature; to carry on the business of advisors, consultants, counselors and managers to business of every nature and description; and to contract for, acquire, plan, superintend, manage, operate, cooperate with, assist in the management of, finance, supervise and otherwise deal with corporations, firms, associations, businesses and financial and other enterprises.

(b) To acquire, construct, purchase, establish, own, rent, lease, equip, use, maintain, operate, conduct, manage, and direct one or more schools for the training of management personnel and for the teaching of management skills and techniques,

1

business operations, and any and all other subjects connected with or related to the management, operation, financing, supervision and conduct of businesses, and to prepare, design, develop, publish, sell and otherwise [illegible] with books, magazines, periodicals and other literature dealing with conference facilities for businesses, and any and all related subjects.

(c) To acquire, construct, purchase, establish, own, rent, lease, equip, use, maintain, operate, conduct, manage and direct a correspondence school for the training of management personnel and for the teaching of management skills and techniques, business operations, vocations related to the conduct of business establishments and any and all other subjects connected with or related to the management, operation, financing, supervision and conduct of businesses.

(d) To acquire (by purchase, lease, exchange, gift or otherwise), to hold, manage, use and operate, to develop and improve, to mortgage and encumber, to invest and reinvest, and to dispose of (by sale, lease, exchange or otherwise) real properties of all kinds, and any and all rights, interests and estates in such real properties; and to erect, construct, improve, enlarge, alter, repair, maintain and demolish buildings, structures and works of all kinds.

(e) To subscribe for, acquire (by purchase, lease or otherwise), invest in, hold, guaranty as permitted by law, own, sell, assign, exchange, transfer or otherwise dispose of, mortgage, pledge, encumber and otherwise deal in and with stocks, bonds, notes, debentures or other securities, evidences of indebtedness or evidences or rights of any corporation, association, partnership, trust, entity or person, public, private or municipal, or of any state, municipality, district or other political subdivision, territory or country, and to exercise any and all rights of ownership thereof, including without limitation the right to vote thereon and otherwise act with respect thereto.

2

(f) To borrow money and otherwise contract indebtedness, and to issue its bonds, notes, debentures or other evidences of indebtedness therefor, and to secure such borrowings or indebtednesses by mortgage, pledge or deed of trust of or lien upon any or all of its property, rights and franchises then owned or thereafter to be acquired.

(g) To acquire (by purchase, lease or otherwise), as a going concern or otherwise, the whole or any part of the assets, business, good will, rights, franchises or other properties of any corporation, association, partnership, trust, entity or person, public or private, domestic or foreign, and to undertake or assume the whole or any part of the obligations or liabilities thereof, and to continue any business so acquired, if lawful for the Corporation.

(h) To apply for and register, to acquire by purchase, lease, license, mortgage, pledge, gift and otherwise, to design, produce, manufacture, invent, own, hold, use, display, sell, transfer, exchange, hire, lease, license, mortgage, pledge, dispose of, turn to account, trade and deal with domestic and foreign patents, patent rights, copyrights, trademarks, registered marks, trade names, trade secrets, formulae, processes, improvements, inventions, names, brands, labels, marks, licenses and similar rights, powers and privileges.

(i) To conduct its business and activities, and to maintain offices, in any state, district, territory or possession of the United States of America, or any foreign country; to do all and everything relative to the accomplishment of the objects enumerated in this certificate of any amendment hereto or incidental to the protection and benefit of the Corporation; to have and exercise all the rights, powers and privileges that are now or may hereafter be conferred by the laws of the State of New York on corporations formed thereunder; and, in general, to carry on any lawful business connected with or incidental to the attainment of the objects of the Corporation (whether or not such business is similar in nature to the objects stated in this

3

certificate or any amendment hereto), and to do any and all of the acts and exercise any and all of the powers hereinabove mentioned to the same extent as natural persons might or could do.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the Corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: The office of the Corporation in the State of New York is to be located in the City, County and State of New York.

FOURTH: The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares at the par value of $1.00 per share.

FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is:

DORNBUSH MENSCH & MANDELSTAN

22 East 40th Street

New York City 10016

SIXTH: The accounting period which the Corporation intends to establish as its first calendar or fiscal year for reporting the franchise tax is as follows: December 31, 1976.

4

SEVENTH: The Directors need not be shareholders. Any or all of the Directors may be removed without cause by vote of the shareholders. Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be taken without a meeting if all the members of the Board or Committee consent in writing to the adoption of a resolution authorizing the action. Any one or more members of the Board of any Committee thereof may participate in a meeting of such Board or Committee by means of a telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

EIGHTH: No contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers, or are financially interested, shall be either void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction, or that his or their votes are counted for such purpose.

(1) If the fact of such common directorship, officership or financial interest is disclosed or known to the board of directors or committee, and the board of directors or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors;

5

(2) If such common directorship, officership or financial interest is disclosed or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of the shareholders; or

(3) If the contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board of directors, a committee or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes such contract or transaction.

NINTH: (a) Any person, made a party to an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation, may be indemnified against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such director or officer is adjudged to have breached his duty to the corporation under Section 717 of the New York Business Corporation Law.

(b) The indemnification authorized under paragraph (a) shall in no case include:

(1) Amounts paid in settling or otherwise disposing of a threatened action, or a pending action with or without court approval; or

(2) Expenses incurred in defending a threatened action, or a pending action which is settled or otherwise disposed of without court approval.

6

TENTH: Any person, made, or threatened to be made a party to an action or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he, his testator, or intestate, was a director or officer of the Corporation, or served such other corporation in any capacity, may be indemnified against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in the best interests of the Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

The undersigned incorporator is of the age of twenty-one years or over.

IN WITNESS WHEREOF, this certificate has been executed this 2nd day of January, 1976.

NAME	ADDRESS
/s/ illegible	illegible

7

STATE OF NEW YORK	)
	) SS.:
COUNTY OF NEW YORK	)

On this 2nd day of January, 1976, before me personally came Eileen Going, to me known and known to me to be the individual described in and who executed the foregoing certificate, and she duly acknowledged to me that she executed the same.

/s/ Carl L. Zanger

Carl L. Zanger

8

RESOLUTION OF DIRECTORS

-of-

HARRISON CONFERENCE SERVICES, INC.

We, Walter A. Green and Grace Jara, President and Secretary, respectively, of Harrison Conference Services, Inc., a New York corporation, do hereby certify that at a meeting of the Board of Directors of said corporation duly held on the 29th day of December, 1975, the following resolutions were placed before the meeting and unanimously adopted:

RESOLVED, that it is the judgment of this Board of Directors that the name of Harrison Conference Center of Glen Cove, Inc. will in no way interfere or conflict with the name of this corporation, Harrison Conference Services, Inc., and it is our further judgment that said corporate names are sufficiently different and will not tend to confuse or deceive.

RESOLVED, that a certified copy of the foregoing resolution be submitted to the Secretary of State of the State of New York, with the request that the Certificate of Incorporation of Harrison Conference Center of Glen Cove, Inc. be filed.

IN WITNESS WHEREOF, we have subscribed this instrument this 31st day of December, 1975.

/s/ Walter A. Green

Walter A. Green, President

/s/ Grace Jara

Grace Jara, Secretary

9

STATE OF NEW YORK	)
	) SS.:
COUNTY OF NASSAU	)

On this 31st day of December, 1975, before me personally came Walter A. Green and Grace Jara, to me known and known to me to be the persons described in and who executed the foregoing certificate, and severally acknowledged to me that they executed the same.

/s/ illegible

Notary Public

10

CERTIFICATE OF CHANGE

OF

HARRISON CONFERENCE CENTER OF GLEN COVE, INC.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

1. The name of the corporation is Harrison Conference Center of Glen Cove, Inc. It was incorporated under the name Harrison Conference Center of Glen Cove, Inc.

2. The Certificate of Incorporation of said corporation was filed by the Department of State on January 9, 1978.

3. The following was authorized by the Board of Directors:

To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him to c/o C T Corporation System, 111 Eighth Avenue, New York, N.Y. 10011.

To change the registered agent in New York upon whom all process against the corporation may be served to C T CORPORATION SYSTEM, at 111 Eighth Avenue, New York, N.Y. 10011.

/s/ Priscilla Bodnar

Priscilla Bodnar, Secretary

11

EX-3.192

Exhibit 3.192

June 21, 2002

BY-LAWS

of

HARRISON CONFERENCE CENTER OF GLEN COVE, INC.

Incorporated under the laws of New York

* * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

2

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.193

Exhibit 3.193

FORM B C A-47

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ

CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,	)
	)	ss.
COOK COUNTY	)

TO PAUL POWELL, Secretary of State:

The undersigned,

Name	Number	Street	Address City	State
Willard J. Lassers	11 South La Salle St.,		Chicago,	Ill.
Aaron S. Wolff	11 South La Salle St.		Chicago,	Ill.
Nancy E. Thomas	1431 W. Elmdale Ave.,		Chicago,	Ill.

being one or more natural persons of the age of twenty-one years or more or a corporation, and having subscribed to shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation hereby incorporated is: Harrison House of Lake Bluff, Inc.

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: 11 S. La Salle

Street, in the City of Chicago (60603) County of Cook and

                                                                 (Zip Code)

the name of its initial Registered Agent at said address is:. Willard J. Lassers

ARTICLE THREE

The duration of the corporation is: perpetual

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

Operation of a guest house.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 100,000, divided into no classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
—	—	100,000	$1.00

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:    NONE

2

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

Class of shares	Number of shares	Total consideration to be received therefor:
	1,000	$1,000

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is:      3  

ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $            

PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $            

PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $            

PARAGRAPH 4: It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $            

NOTE: If all the property of the corporation is to be located in this State and all of its business is to be transacted at or from places of business in this State, or if the incorporators elect to pay the initial franchise tax on the basis of its entire stated capital and paid-in surplus, then the information called for in Article Nine need not be stated.

Incorporators elect to pay initial

franchise tax on the basis of entire

stated capital, and paid in surplus.

/s/ Willard J. Lassers	)
/s/ Aaron S. Wolff	)
/s/ Nancy E. Thomas	)
Willard J. Lassers	)  Incorporators
Aaron S. Wolff	)
Nancy E. Thomas	)
	)
	)

NOTE: There may be one or more incorporators. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of twenty-one years or more. If a corporation acts as incorporator, the name of the corporation and state of incorporation shall be shown and the execution must be by its President or Vice-President and verified by him and the corporate seal shall be affixed and attested by its Secretary or an Assistant Secretary.

OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS	)
	)	ss.
COOK County	)

I, Kathleen Ann Plummer, A Notary Public, do hereby certify that on the  5   day of August 1969 Wil1ard J. Lassers, Aaron S. Wolff and Nancy E. Thomas personally appeared before me and being first duly sworn by me acknowledged the signing of the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

	/s/ Kathleen Ann Plummer
MY COMMISSION EXPIRES JULY 2, 1973 Issued thru the Illinois Notary Assn.	Notary Public

4

Form BCA-55

(File in Duplicate)

ARTICLE OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

HARRISON HOUSE OF LAKE BLUFF, INC.

(Exact Corporate Name)

To MICHAEL J. HOWLETT

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

HARRISON HOUSE OF LAKE BLUFF, INC.

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

That the Certificate of Incorporation of the Corporation be amended to delete Article 1 thereof and to substitute the following therefor:

“1. The name of the corporation is:

HARRISON CONFERENCE CENTER OF LAKE BLUFF, INC.

5

ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was   -1,000-  ; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class	Number of Shares
—	1,000

ARTICLE FOURTH: The number of shares voted for said amendment or amendments was   1,000  ; and the number of shares voted against said amendment or amendments was None . The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was

Class	Number of Shares Voted For Against
—	1,000

Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had              shares issued, itemized as follows:

Class Series
(If Any) Number of
Shares Par value per share or statement that
shares are without par value

Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $             and a paid-in surplus of $             or a total of $            

ARTICLE FIFTH: The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

	Before Amendment	After Amendment
Stated capital	$	$
Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its              President, and its corporate seal to be hereto affixed, attested by its              Secretary, this      day of                     , 19    .

		(Exact Corporate Name)
Place (CORPORATE SEAL) Here
	By:	/s/Walter A Green President
		Its President

ATTEST:
By:	/s/Illegible
	Its Secretary

STATE OF NEW YORK	)
	)	ss.
COUNTY OF NASSAU	)

I, Noreen Trezise Gambeski, a Notary Public, do hereby certify that on the 31st day of December 1975, Walter A. Green personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	Noreen Trezise Gambeski
	Notary Public
Place (NOTARIAL SEAL) Here

Form BCA-5.10

NFP-105.10

(Rev. April 1995)

1. CORPORATE NAME: HARRISON CONFERENCE CENTER OF LAKE BLUFF, INC.

2. STATE OR COUNTRY OF INCORPORATION: Illinois

3. Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent	UNITED STATES CORPORATION COMPANY
	First Name	Middle Name	Last Name
Registered Office	33 NORTH LASALLE ST
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	CHICAGO	60602-	COOK
	City	ZIP Code	County

4. Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent	C T CORPORATION SYSTEM
	First Name	Middle Name	Last Name
Registered Office	c/o C T CORPORATION SYSTEM, 208 S. Lasalle Street
	Number	Street	Suite No. (A P.O. Box alone is not acceptable)
	CHICAGO	60604	COOK
	City	ZIP Code	County

5. The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

6. The above change was authorized by: (“X” one box only)

a. x By resolution duly adopted by the board of directors.                                                         (Note 5)

b. ¨ By action of the registered agent.                                                                                          (Note 6)

NOTE: When the registered agent changes, the signatures of both president and secretary are required.

7. (If authorized by the board of directors sign here. See Note 5)

9

The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated:        8/20 , 1999		HARRISON CONFERENCE CENTER OF LAKE BLUFF, INC.
		(Exact name of Corporation)
attested by	/s/ W. Steven Standefer	by	/s/ David L. Stivers – Senior V.P.
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	W. STEVEN STANDEFER		DAVID L. STIVERS – SENIOR V.P.
	Vice President/Asst. Treasurer		(Type or Print Name and Title)
	(Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6)

The undersigned under penalties of perjury, that the facts stated herein are true.

Dated                     , 19
	(Signature of Registered Agent of Record)

NOTES

1. The registered office may, but need not be the same as the principal office of the corporation. However the registered office and the office address of the registered agent must be the same.

2. The registered office must include a street or road address; a post office box number alone is not acceptable.

3. A corporation cannot act as its own registered agent.

4. It the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.

5. Any change of registered agent must be by resolution adopted by the board of directors. The statement must then be signed by the president (or vice-president) and by the secretary (or an assistant secretary).

6. The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent.

10

EX-3.194

Exhibit 3.194

January 4, 2006

BY-LAWS

of

HARRISON CONFERENCE CENTER OF LAKE BLUFF, INC.

Incorporated under the laws of Illinois

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

2

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.195

Exhibit 3.195

DOMESTIC LIMITED LIABILITY COMPANY CERTIFICATE OF ORGANIZATION

FEDERAL EMPLOYER IDENTIFICATION

NO . 04-2528586

1.	The name of the limited liability company: Harrison Conference Services of Massachusetts, LLC
2.	The street address of the office in Massachusetts at which the limited liability company’s records will be maintained: 101 Federal Street, Boston MA 02110
3a.	The general character of its business is: conference services
3b.	If the limited liability company is organized to render a professional service, the service to be rendered, and the name and address of each member or manager who will render a service in Massachusetts are as follows:
	The limited liability company will abide by and be subject to any conditions or limitations established by any regulating board, including the provisions of liability insurance required by Chapter 156C, Section 65.
	This Certificate or Organization is accompanied by a certificate from the applicable regulating board certifying that each member or manager who will render a professional service in Massachusetts is duly licensed.
4.	The latest date of dissolution, if any:
5.	The name and business address of the agent for service of process required to be maintained by M.G.L. Chapter 156C, Section 5 is : C T Corporation System, 155 Federal Street, Suite 700, Boston, Massachusetts 02110

6.	The name and business address, if different from the office location, of each manager is as follows:
	NAME	BUSINESS ADDRESS
	None
7.	The name and business address, if different from the office location, of any person in addition to the manager, who is authorized to execute documents to be filed with the Division is as follows:
	NAME	BUSINESS ADDRESS
		1101 Market Street
	Kimberly S. Cook	Philadelphia, PA 19107
8.	The name and business address, if different from the office location, of the person, if any, authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property is:
9.	Other matters the authorized persons have determined to include are as follows:

DATED March 31, 2007	Harrison Conference Services of Massachusetts, LLC (Name of Limited Liability Company)
	By:	/s/ Kimberly S. Cook
		Kimberly S. Cook, Authorized Person
		(Print Name)

EX-3.196

Exhibit 3.196

OPERATING AGREEMENT

OF

HARRISON CONFERENCE SERVICES OF MASSACHUSETTS, LLC

A Massachusetts Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Harrison Conference Services of Massachusetts, Inc., a Massachusetts corporation (the “Converted Corporation”), to a Massachusetts limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Harrison Conference Services of Massachusetts, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Chapter 156D, Section 9.53 of the Massachusetts Business Corporation Act (the “MBCA”) and Chapter 156C, Section 69 of the Act (as defined below), the Articles of Entity Conversion (converting the Converted Corporation to the Company) and the Certificate of Organization of the Company have been duly executed by a Member or other person designated by a Member (any such person being an authorized person to take such action) and filed in the Office of the State Secretary of the Commonwealth of Massachusetts. As provided in Chapter 156D, Section 9.55(a)(7)(iii) of the MBCA, the existence of the Company is deemed to have commenced on March 26, 1973, the date the Converted Corporation was originally organized under the laws of the Commonwealth of Massachusetts.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Massachusetts Limited Liability Company Act, MASS. GEN. LAWS ch. 156C, §§ 1 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Harrison Conference Services of Massachusetts, LLC, LLC, a Massachusetts limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean Harrison Conference Associates, LLC, formerly Harrison Conference Associates, Inc., and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

1

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Resident Agent and Office. The name and address of the resident agent for service of process on the Company in the Commonwealth of Massachusetts is CT Corporation System, 101 Federal Street, Boston, MA 02110. The office of the Company in the Commonwealth of Massachusetts is 101 Federal Street, Boston, MA 02110.

7. Members. Upon the effectiveness of the Conversion, Harrison Conference Associates, LLC, formerly, Harrison Conference Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“Harrison”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of Harrison.

8. Capital Contribution. The cash, property or services previously contributed by Harrison to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of Harrison to the Company. Harrison shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by Harrison at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, Harrison shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the State Secretary of the Commonwealth of Massachusetts and all acts committed in furtherance thereof are ratified.

2

11. Officers.

(a) Harrison shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by Harrison without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by Harrison, and shall also have such powers and duties as may from time to time be conferred upon them by Harrison.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 44 of the Act.

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

Harrison Conference Associates, LLC Sole Member
By:	/s/ Alexander P. Marino
	Name: Alexander P. Marino Title: Vice President

3

EX-3.197

Exhibit 3.197

SOSID: 0295875

Date Filed: 4/4/2007 3:36:00 PM

Elaine F. Marshall

North Carolina Secretary of State

C200709400561

State of North Carolina

Department of the Secretary of State

ARTICLES OF ORGANIZATION

INCLUDING ARTICLES OF CONVERSION

Pursuant to §§ 57C-2-21, 57C-9A-01 and 57C-9A-03 of the General Statutes of North Carolina, the undersigned converting business entity does hereby submit these Articles of Organization Including Articles of Conversion for the purpose of forming a limited liability company.

1. The name of the limited liability company is: Harrison Conference Services of North Carolina, LLC.

The limited liability company is being formed pursuant to a conversion of another business entity.

2. The name of the converting business entity is Harrison Conference Services of North Carolina, Inc. and the organization and internal affairs of the converting business entity are governed by the laws of the state or country of North Carolina. A plan of conversion has been approved by the converting business entity as required by law.

3. The converting business entity is a (check one);    x  domestic corporation;    ¨  foreign corporation;    ¨  foreign limited liability company;    ¨  domestic limited partnership;    ¨  foreign limited partnership;    ¨  domestic registered limited liability partnership;     ¨  foreign limited liability partnership; or    ¨  other partnership as defined in G.S. 59-36, whether or not formed under the laws of North Carolina.

4. If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)

5. The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).

Kimberly S. Cook, Assistant Secretary and Organizer

1101 Market Street, Philadelphia, PA 19107

6. The street address and county of the initial registered office of the limited liability company is:

Number and Street 225 Hillsborough Street

City, State, Zip Code Raleigh, North Carolina 27603     County Wake

7. The mailing address, if different from the street address, of the initial registered office is:

8. The name of the initial registered agent is: C T Corporation system

CORPORATIONS DIVISION	P.O. BOX 29622	RALEIGH, NC 27626-0622
(Revised January 2002)		(Form L-O1A)

9. Principal office information: (Select either a or b.)

a. x  The limited liability company has a principal office.

• The street address and county of the principal office of the limited liability company is:

Number and Street 1101 Market Street

City, State, Zip Code Philadelphia, PA 19107    County     Philadelphia

• The mailing address, if different from the street address, of the principal office of the limited liability company is:

b. ¨  The limited liability company does not have a principal office.

10. Check one of the following:

x  (i) Member-managed LLC; all members by virtue of their status as members shall be managers of this limited liability company.

¨  (ii) Manager-managed LLC; except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

11. Any other provisions which the limited liability company elects to include are attached.

12. These articles will be effective upon filing, unless a date and/or time is specified:                                                                                               

This is the 15^th day of March, 2007.

Harrison Conference Services of North Carolina, LLC

/s/ Kimberly S. Cook

Signature

Kimberly S. Cook, Assistant Secretary and Organizer

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document must be filed with the Secretary of State.

CORPORATIONS DIVISION	P.O. BOX 29622	RALEIGH, NC 27626-0622
(Revised January 2002)		(Form L-01A)

EX-3.198

Exhibit 3.198

OPERATING AGREEMENT

OF

HARRISON CONFERENCE SERVICES OF NORTH CAROLINA, LLC

A North Carolina Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Harrison Conference Services of North Carolina, Inc., a North Carolina corporation (the “Converted Corporation”), to a North Carolina limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

Name; Formation. The name of the Company shall be Harrison Conference Services of North Carolina, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a North Carolina limited liability company. In accordance with Section 57C-9A-03 of the Act, the Articles of Organization of the Company containing the Articles of Conversion have been duly executed by a Member and filed with the Secretary of State of the State of North Carolina.

Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the North Carolina Limited Liability Company Act, N.C. GEN. STAT. §§ 57C-1-01 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Harrison Conference Services of North Carolina, LLC, a North Carolina limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean Harrison Conference Associates, LLC, and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

1

Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of North Carolina is CT Corporation System. The registered office of the Company in the State of North Carolina is 225 Hillsborough Street, Raleigh, NC 27603.

Members. Upon the effectiveness of the Conversion, Harrison Conference Services Associates, LLC, a Delaware limited liability company, formerly Harrison Conference Associates, Inc., a Delaware corporation and the sole stockholder of the Converted Corporation prior to conversion (“Harrison”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of Harrison.

Capital Contribution. The cash, property or services previously contributed by Harrison to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of Harrison to the Company. Harrison shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by Harrison at the time of each such admission.

Management. Except as otherwise specifically provided in this Agreement, Harrison shall have the authority to, and shall, conduct the affairs of the Company.

Officers.

(a) Harrison shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by Harrison without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by Harrison, and shall also have such powers and duties as may from time to time be conferred upon them by Harrison.

2

Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of judicial dissolution under Section 57C-6-02 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows.)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

Harrison Conference Associates, LLC Sole Member
By:	/s/ Christopher S. Holland
	Name: Christopher S. Holland
	Title: Treasurer

4

EX-3.199

Exhibit 3.199

Certificate of Incorporation

of

Harrison Conference Services of Princeton, Inc.

THIS IS TO CERTIFY THAT there is hereby organized a corporation under and by virtue of N. J. S. 14A:1-1 et seq., the “New Jersey Business Corporation Act.”

FIRST: The name of the corporation is Harrison Conference Services of Princeton, Inc.

SECOND: The address of the corporation’s initial registered office is 156 W. State Street, Trenton, N.J. 08608.

The name of the registered agent at such address is United States Corporation Company.

THIRD: The purpose for which this corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the “New Jersey Business Corporation Act.” N. J. S. 14A:1-1 et seq.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 2,500 shares without par value.

FIFTH: The number of directors constituting the initial Board of Directors of this corporation is Three.

The name and address of each person who is to serve as such Director is: Walter A. Green, 11 Pine Low, Glen Cove, N.Y. 11542; Thomas A. Silvestri, 3 Fox Hunt Court, Cold Spring Harbor, N.Y. 11724; Grace Jara, 51 Merrick Avenue, E. Meadow, N.Y. 11554.

SIXTH: The name and address of the incorporator is Capitol Information Services, Inc., 156 West State Street, Trenton, N.J. 08608.

In Witness Whereof, each individual incorporator, being over eighteen years of age has signed this certificate; or if the incorporator be a corporation has caused this certificate to be signed by its duly authorized officers this 29^th day of March 1985.

/s/ Terry Monroe

Terry Monroe, Vice President

Capitol Information Service, Inc.

156 West State Street

Trenton, N.J. 08408

FILED FOR:	United States Corporation Company
	70 Pine Street
	New York, N.Y. 10270

EX-3.200

Exhibit 3.200

June , 2002

BY-LAWS

of

HARRISON CONFERENCE SERVICES OF PRINCETON, INC.

Incorporated under the laws of New York

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

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Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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EX-3.201

Exhibit 3.201

DOMESTIC LIMITED LIABILITY COMPANY CERTIFICATE OF ORGANIZATION

FEDERAL EMPLOYER IDENTIFICATION

NO. 04-2969190

1.	The name of the limited liability company: Harrison Conference Services of Wellesley, LLC
2.	The street address of the office in Massachusetts at which the limited liability company’s records will be maintained: 101 Federal Street, Boston MA 02110
3a.	The general character of its business is: conference services
3b.	If the limited liability company is organized to render a professional service, the service to be rendered, and the name and address of each member or manager who will render a service in Massachusetts are as follows:
	The limited liability company will abide by and be subject to any conditions or limitations established by any regulating board, including the provisions of liability insurance required by Chapter 156C, Section 65.
	This Certificate or Organization is accompanied by a certificate from the applicable regulating board certifying that each member or manager who will render a professional service in Massachusetts is duly licensed.
4.	The latest date of dissolution, if any:
5.	The name and business address of the agent for service of process required to be maintained by M.G.L. Chapter 156C, Section 5 is : C T Corporation System, 155 Federal Street, Suite 700, Boston, Massachusetts 02110

6.	The name and business address, if different from the office location, of each manager is as follows:
	NAME	BUSINESS ADDRESS
	None
7.	The name and business address, if different from the office location, of any person in addition to the manager, who is authorized to execute documents to be filed with the Division is as follows:
	NAME	BUSINESS ADDRESS
	Kimberly S. Cook	1101 Market Street
		Philadelphia, PA 19107
8.	The name and business address, if different from the office location, of the person, if any, authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property is:
9.	Other matters the authorized persons have determined to include are as follows:

DATED March 31, 2007	Harrison Conference Services of Wellesley, LLC (Name of Limited Liability Company)
	By:	/s/ Kimberly S. Cook
		Kimberly S. Cook, Authorized Person
		(Print Name)

EX-3.202

Exhibit 3.202

OPERATING AGREEMENT

OF

HARRISON CONFERENCE SERVICES OF WELLESLEY, LLC

A Massachusetts Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 4, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Harrison Conference Services of Wellesley, Inc., a Massachusetts corporation (the “Converted Corporation”), to a Massachusetts limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Harrison Conference Services of Wellesley, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Chapter 156D, Section 9.53 of the Massachusetts Business Corporation Act (the “MBCA”) and Chapter 156C, Section 69 of the Act (as defined below), the Articles of Entity Conversion (converting the Converted Corporation to the Company) and the Certificate of Organization of the Company have been duly executed by a Member or other person designated by a Member (any such person being an authorized person to take such action) and filed in the Office of the State Secretary of the Commonwealth of Massachusetts. As provided in Chapter 156D, Section 9.55(a)(7)(iii) of the MBCA, the existence of the Company is deemed to have commenced on March 26, 1973, the date the Converted Corporation was originally organized under the laws of the Commonwealth of Massachusetts.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Massachusetts Limited Liability Company Act, MASS. GEN. LAWS ch. 156C, §§ 1 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Harrison Conference Services of Wellesley, LLC, a Massachusetts limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean Harrison Conference Associates, LLC, formerly Harrison Conference Associates, Inc., and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

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3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Resident Agent and Office. The name and address of the resident agent for service of process on the Company in the Commonwealth of Massachusetts is CT Corporation System, 101 Federal Street, Boston, MA 02110. The office of the Company in the Commonwealth of Massachusetts is 101 Federal Street, Boston, MA 02110.

7. Members. Upon the effectiveness of the Conversion, Harrison Conference Associates, LLC, formerly, Harrison Conference Services, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“Harrison”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of Harrison.

8. Capital Contribution. The cash, property or services previously contributed by Harrison to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of Harrison to the Company. Harrison shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by Harrison at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, Harrison shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the State Secretary of the Commonwealth of Massachusetts and all acts committed in furtherance thereof are ratified.

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11. Officers.

(a) Harrison shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by Harrison without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by Harrison, and shall also have such powers and duties as may from time to time be conferred upon them by Harrison.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 44 of the Act.

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

Harrison Conference Associates, LLC Sole Member
By:	/s/ Alexander P. Marino
	Name: Alexander P. Marino
	Title: Vice President

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EX-3.203

Exhibit 3.203

CERTIFICATE OF FORMATION

OF

HARRY M. STEVENS, LLC

1. The name of the limited liability company (the “Company”) is

Harry M. Stevens, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 7^th day of February, 2007.

By:	/s/ LILLY DORSA
	Lilly Dorsa Organizer

EX-3.204

Exhibit 3.204

OPERATING AGREEMENT

OF

HARRY M. STEVENS, LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of Harry M. Stevens, LLC, (the “Company”), dated and effective as of February 8, 2007 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK/HMS Company, (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean Harry M. Stevens, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK/HMS Company and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

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2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

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5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK/HMS Company Sole Member
By:	/s/ Alexander P. Marino
	Alexander P. Marino Vice President

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EX-3.205

Exhibit 3.205

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

Certificate of

JOSEPH B. STEVENS, Vice President and WILLIAM H. STEVENS, Assistant Secretary

of

HARRY M. STEVENS, INC. OF NEW JERSEY

The location of the principal office in this State is at No. 921 Bergen Avenue in the City of Jersey City, County of Hudson.

The name of the agent herein and in charge thereof upon whom process against this Corporation may be served, is JOHN P. NUGENT.

RESOLUTION OF DIRECTORS

The Board of Directors of Harry M. Stevens, Inc. of New Jersey, a corporation of New Jersey, on this 2nd day of October, A. D., 1953, do hereby resolve and declare that it is advisable to amend Article (E) of the Certificate of Incorporation as amended and filed relative to the amount of interest payable on preferred stock, the terms of the amending Article as drawn by Counsel for the company having been approved by all the directors and the directors do hereby call a meeting of the stockholders to be held at the Company’s office, in the City of Jersey City on the 2nd day of November, 1953, at 10:00 A. M., to take action upon the above resolution.

CERTIFICATE OF CHANGE

HARRY M. STEVENS, INC. OF NEW JERSEY, a corporation of New Jersey, doth hereby certify that it has stricken from the Certificate of Incorporation of the company as originally filed relating to the capitalization of the Company Article (E) as amended and filed with the Secretary of State of the State of New Jersey on

the 22nd day of July, 1953 and has added a new Article (E) to the Certificate of Incorporation as follows:

“(E) That the amount of the capital stock shall be Three Hundred Thirty-Six Thousand ($336,000.00) Dollars, par value, of which Three Hundred Thousand ($300,000.00) Dollars par value is represented by Three Thousand (3,000) shares of non-cumulative eight per cent (8%) Preferred Stock of a par value of One Hundred ($100.00) Dollars each, Thirty Thousand ($30,000.00) Dollars par value is represented by Three Thousand (3,000) shares of Class A non-voting Common Stock of a par value of Ten ($10.00) Dollars each, and Six Thousand ($6,000.00) Dollars par value is represented by Six Hundred (600) shares of Class B voting Common Stock of a par value of Ten ($10.00) Dollars each.

“The following is a description of each class of stock of the corporation with the preferences, voting powers, restrictions and qualifications thereof:

“The holders of the preferred stock are entitled in each year when and as declared by the Board of Directors of the corporation, to receive preferential dividends at the rate of eight per cent (8%) per annum out of any assets of the corporation available for dividends pursuant to the laws of the State of New Jersey, payable at least semi-annually or at such other times and on such dates as may be determined by the Board of Directors, before any dividend shall be declared or paid or set apart for the Common stock for such year, but if in any year dividends amounting to eight per cent (8%) shall not be declared payable on the preferred stock, the holder thereof shall not receive any further dividends for said year, the dividends on such

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preferred stock not being cumulative. Whenever the full dividends upon the preferred stock for the current period shall have been paid or declared and a sum sufficient for the payment thereof set apart, dividends may be declared and paid or set apart for payment from any remaining surplus or net profits, ratably and equally per share on all shares of both Class A and Class B common stocks.

“The corporation may, at the option of the Board of Directors, redeem the whole or any part of the outstanding preferred stock on any dividend payment date by paying One Hundred Two ($102.00) Dollars for each share thereof; provided, however, that the corporation, if it is in a position legally to do so, shall redeem all of the issued preferred stock on or before thirty (30) years after issuance. Notice of such election to redeem shall, not less than thirty (30) days prior to the date upon which the stock is to be redeemed, be mailed to each holder of stock so to be redeemed at his address as it appears on the books of the corporation. In case less than all of the outstanding preferred stock is to be redeemed, the amount to be redeemed and the method of effecting such redemption, whether by lot or pro rata or other equitable method, may be determined by the Board of Directors. If, on or before the redemption date named in such notice, the funds necessary for such redemption shall have been set aside by the corporation so as to be available for payment on demand to the holders of the preferred stock so called for redemption, then, notwithstanding that any certificate of the preferred stock so called for redemption shall not have been surrendered for

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cancellation, all rights with respect to such Preferred stock so called for redemption, including any right to vote or otherwise participate in the determination of any proposed corporate action, shall forthwith after such redemption date cease and determine, except only the right of the holder to receive the redemption price therefor, but without interest.

“In the event of any liquidation, dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of the Preferred stock shall be entitled, before any assets of the corporation shall be distributed among or paid over to the holders of the Class A non-voting Common and Class B voting Common stocks, to be paid One Hundred ($100.00) Dollars per share. After the making of such payments to the holders of the Preferred stock, the remaining assets of the corporation shall be distributed among the holders of the Class A non-voting Common and Class B voting Common stocks, according to the number of shares held by each, irrespective of class. If, upon such liquidation, dissolution or winding up, the assets of the corporation distributable as aforesaid among the holders of the Preferred stock shall be insufficient to permit of the payment to them of said amount, the entire assets shall be distributed ratably among the holders of the Preferred stock.

“Except as expressly required by law or as herein otherwise provided, the holders of the Preferred and

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Class A non-voting Common stocks shall have no voting power nor shall they be entitled to notice of meetings of stockholders, all rights to vote and all voting power being vested exclusively in the holders of the Class B voting Common stock.”

Said amendment to Article (E) has been declared by resolution of the board of directors of said corporation (above recited) to be advisable, and has been duly and regularly assented to by the vote of two-thirds in interest of each class of stockholders having voting powers, at a meeting duly called by the board of directors for that purpose.

IN WITNESS WHEREOF, said corporation has made this certificate under its seal and the hands of its Vice President and Assistant Secretary, the 16^th day of November, A.D., 1953.

/s/ Joseph B. Stevens

JOSEPH B. STEVENS, Vice President

(SEAL)

/s/ William H. Stevens

WILLIAM H. STEVENS, Assistant Secretary

Attest:

/s/ William H. Stevens

WILLIAM H. STEVENS, Assistant Secretary

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STATE OF NEW JERSEY	)
	)	ss.
COUNTY OF HUDSON	)

Be it remembered, that on this 16^th day of November A.D., 1953, before me, the subscriber, a Master of the Superior Court of the State of New Jersey, personally appeared WILLIAM H. STEVENS, Assistant Secretary of HARRY M. STEVENS, INC. OF NEW JERSEY, the corporation named in and which executed the foregoing certificate, who, being by me duly sworn, according to law, does depose and say and make proof to my satisfaction that he is the Asst. Secretary of said corporation; that the seal affixed to said corporation certificate is the corporate seal of said corporation, the same being well known to him; that it was affixed by order of said corporation; that JOSEPH B. STEVENS, is Vice President of said corporation; that he saw said JOSEPH B. STEVENS as such Vice President sign said certificate and affix said seal thereto and deliver said certificate, and heard him declare that he signed, sealed and delivered said certificate as the voluntary act and deed of said corporation, by its order and by authority of its Board of Directors and by the vote, either in person or by proxy, duly constituted and thereunto duly authorized, of more than two-thirds in interest of each class of said stockholders having voting powers, for the uses and purposes therein expressed; and that said WILLIAM H. STEVENS signed his name thereto at the same time as subscribing witness.

/s/ Frederick M. Rollenhagen

(Frederick M. Rollenhagen)

A Master of the Superior Court of the State of New Jersey

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CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

Certificate of

FRANK M. STEVENS, President and JOSEPH B. STEVENS, Secretary

of

HARRY M. STEVENS, INC. OF NEW JERSEY

The location of the principal office in this State is at No. 921 Bergen Avenue in the City of Jersey City, County of Hudson.

The name of the agent therein and in charge thereof upon whom process against this Corporation may be served, is JOHN P. NUGENT.

RESOLUTION OF DIRECTORS

The Board of Directors of Harry M. Stevens, Inc. of New Jersey, a corporation of New Jersey, on this 20th day of April, A.D., 1953, do hereby resolve and declare that it is advisable to amend Article (E) of the Certificate of Incorporation as originally filed relative to the capitalization of the company, the terms of the amending Article as drawn by Counsel for the company having been approved by all the directors, and the directors do hereby call a meeting of the stockholders, to be held at the Company’s office, in the City of Jersey City on the 1st day of May, 1953, at 10:00 A.M., to take action upon the above resolution.

Certificate of Change

HARRY M. STEVENS, INC. OF NEW JERSEY, a corporation of New Jersey, doth hereby certify that it has stricken from the Certificate of Incorporation of the company as originally filed relating to the capitalization of the Company Article (E) and has added a new Article (E) to the Certificate of Incorporation as follows:

“(E) That the amount of the capital stock shall be Three Hundred Thirty-Six Thousand ($336,000.00) Dollars, par value, of which Three Hundred Thousand ($300,000.00) Dollars par value is represented by Three Thousand (3,000) shares of non-cumulative five per cent (5%) Preferred Stock of a par value of One Hundred ($100.00) Dollars each, Thirty Thousand ($30,000.00) Dollars par value is represented by Three Thousand (3,000) shares of Class A non-voting Common Stock of a par value of Ten ($10.00) Dollars each, and Six Thousand ($6,000.00) Dollars par value is represented by Six Hundred (600) shares of Class B voting Common Stock of a par value of Ten ($10.00) Dollars each.

“The following is a description of each class of stock of the corporation with the preferences, voting powers, restrictions and qualifications thereof:

“The holders of the preferred stock are entitled in each year when and as declared by the Board of Directors of the corporation, to receive preferential dividends at the rate of five per cent (5%) per annum out of any assets of the corporation available for dividends pursuant to the laws of the State of New Jersey, payable at least semi-annually or at such other times and on such dates as may be determined by the Board of Directors, before any dividend shall be declared or paid or set apart for the Common stock for such year, but if in any year dividends amounting to five per cent (5%) shall not be declared payable on the preferred stock, the holder thereof shall not receive any further dividends for said year, the dividends on such

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preferred stock not being cumulative. Whenever the full dividends upon the preferred stock for the current period shall have been paid or declared and a such sufficient for the payment thereof set apart, dividends may be declared and paid or set apart for payment from any remaining surplus or net profits, ratably and equally per share on all shares of both Class A and Class B common stocks.

“The corporation may, at the option of the Board of Directors, redeem the whole or any part of the outstanding preferred stock on any dividend payment date by paying One Hundred Two ($102.00) Dollars for each share thereof; provided, however, that the corporation, if it is in a position legally to do so, shall redeem all of the issued preferred stock on or before thirty (30) years after issuance. Notice of such election to redeem shall, not less than thirty (30) days prior to the date upon which the stock is to be redeemed, be mailed to each holder of stock so to be redeemed at his address as it appears on the books of the corporation. In case less than all of the outstanding preferred stock is to be redeemed, the amount to be redeemed and the method of effecting such redemption, whether by lot or pro rata or other equitable method, may be determined by the Board of Directors. If, on or before the redemption date named in such notice, the funds necessary for such redemption shall have been set aside by the corporation so as to be available for payment on demand to the holders of the preferred stock so called for redemption, then, notwithstanding that any certificate of the preferred stock so called for redemption shall not have been surrendered for

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cancellation, all rights with respect to such Preferred stock so called for redemption, including any right to vote or otherwise participate in the determination of any proposed corporate action, shall forthwith after such redemption date cease and determine, except only the right of the holder to receive the redemption price therefor, but without interest.

“In the event of any liquidation, dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of the Preferred stock shall be entitled, before any assets of the corporation shall be distributed among or paid over to the holders of the Class A non-voting Common and Class B voting Common stocks, to be paid One Hundred ($100.00) Dollars per share. After the making of such payments to the holders of the Preferred stock, the remaining assets of the corporation shall be distributed among the holders of the Class A non-voting Common and Class B voting Common stocks, according to the number of shares held by each, irrespective of class. If, upon such liquidation, dissolution or winding up, the assets of the corporation distributable as afore-said among the holders of the Preferred stock shall be insufficient to permit of the payment to them of said amount, the entire assets shall be distributed ratably among the holders of the Preferred stock.

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“Except as expressly required by law or as herein otherwise provided, the holders of the Preferred and Class A non-voting Common stocks shall have no voting power nor shall they be entitled to notice of meetings of stockholders, all rights to vote and all voting power being vested exclusively in the holders of the Class B voting Common stock.”

Said amendment to Article (E) has been declared by resolution of the board of directors of said corporation (above recited) to be advisable, and has been duly and regularly assented to by the vote of two-thirds in interest of each class of stockholders having voting powers, at a meeting duly called by the board of directors for that purpose.

IN WITNESS WHEREOF, said corporation has made this certificate under its seal and the hands of its President and Secretary, the 6^th day of July, A.D., 1953.

/s/ Frank M. Stevens

Frank M. Stevens, President

/s/ Joseph B. Stevens

Joseph B. Stevens, Secretary

(SEAL)

ATTEST:

/s/ Joseph B. Stevens

Joseph B. Stevens, Secretary

-5-

STATE OF NEW JERSEY	)
	)	ss.
COUNTY OF HUDSON	)

Be it remembered, that on this 6^th day of July, A.D., 1953, before me, the subscriber, a Master of the Superior Court of the State of New Jersey, personally appeared JOSEPH B. STEVENS, Secretary of HARRY M. STEVENS, INC. OF NEW JERSEY, the corporation named in and which executed the foregoing certificate, who, being by me duly sworn, according to law, does depose and say and make proof to my satisfaction that he is the Secretary of said corporation; that the seal affixed to said corporation certificate is the corporate seal of said corporation, the same being well known to him; that it was affixed by order of said corporation; that FRANK M. STEVENS is President of said corporation; that he saw said FRANK M. STEVENS as such President sign said certificate and affix said seal thereto and deliver said certificate, and heard him declare that he signed, sealed and delivered said certificate as the voluntary act and deed of said corporation, by its order and by authority of its Board of Directors and by the vote, either in person or by proxy, duly constituted and thereunto duly authorized, of more than two-thirds in interest of each class of said stockholders having voting powers, for the uses and purposes therein expressed; and that said JOSEPH B. STEVENS signed his name thereto at the same time as subscribing witness.

/s/ Frederick M. Rollenhagen

(Frederick M. Rollenhagen)

A Master of the Superior Court of the State of New Jersey

-6-

CERTIFICATE OF INCORPORATION

of

HARRY M. STEVENS INC. OF NEW JERSEY.

THIS IS TO CERTIFY, that we, HAROLD A. STEVENS, DAISY H. STEVENS and JOSEPH B. STEVENS, do hereby associate ourselves into a corporation, under and by virtue of Title 14 of the Revised Statutes of New Jersey, and do severally agree to take the number of shares of capital stock set opposite our respective names.

(A) The name of the corporation is: HARRY M. STEVENS INC. OF NEW JERSEY.

(B) The location of the principal office in this State is at No. 921 Bergen Avenue, in the City of Jersey City, County of Hudson and State of New Jersey.

(C) The name of the agent therein and in charge thereof, upon whom process against this corporation may be served, is JOHN DREWEN.

(D) The objects for which this corporation is formed are: To conduct for profit the business of general caterer and of providing and serving to the public food, drink and refreshments of every kind and character, including malt, brewed, spiritous, vinous and alcoholic beverages; and to maintain restaurants, bars and stands for that purpose at places of public resort and amusement of every lawful kind and character, including athletic

stadia, race tracks, ball parks and fair grounds, and elsewhere; to obtain concessions for the conduct of such business at the places and resorts aforementioned, as well as for the right and permission thereat to sell edibles, beverages and any and all other articles and merchandise of every kind and character salable thereat; to apply for and obtain from the appropriate governing bodies, officers and authorities, of licenses to sell, at retail, malt, brewed, spiritous, vinous and alcoholic beverages, and to maintain and conduct the business so licensed; and to furnish and equip all places acquired by the corporation, by purchase, lease, concession or otherwise, for the conduct of each and every of the operations and enterprises hereinabove set forth or referred to.

The corporation shall also have power to conduct its business in all its branches, have one or more offices, and unlimitedly to hold, purchase, mortgage and convey real and personal property in any State, Territory or colony of the United States and in any foreign country or place.

(E) The authorized capital stock of this corporation is One Hundred Thousand ($100,000.00) Dollars, divided into One thousand (1,000) shares of a par value of one Hundred ($100.00) Dollars each.

(F) The names and post office addresses of the incorporators, and the number of shares subscribed for by each, the aggregate of which ($30,000.00) is the amount of capital stock with which this company will commence business, are as follows:

NAME	POST OFFICE ADDRESS	NUMBER OF SHARES
HAROLD A. STEVENS	30 Fifth Avenue, New York, N. Y.	100
DAISY H. STEVENS	30 Fifth Avenue, New York, N. Y.	100
JOSEPH B. STEVENS	Stratton Road, New Rochelle, N. Y.	100

(G) The period of existence of this corporation is unlimited.

IN WITNESS WHEREOF, we have hereunto set our hands and seals the 31^st day of July, A. D., One Thousand Nine Hundred and Forty-two.

Signed, Sealed and Delivered in the Presence of:

/s/ Harold A. Stevens (L. S.)

(Harold A. Stevens)

/s/ Daisy H. Stevens (L. S.)

(Daisy H. Stevens)

/s/ Joseph B. Stevens (L. S.)

(Joseph B. Stevens)

/s/ Frederick M. Rollenhagen

as to Harold A. Stevens,

Daisy H. Stevens and

Joseph B. Stevens

(Frederick M. Rollenhagen)

STATE OF NEW JERSEY	:
		ss.
COUNTY OF HUDSON	:

BE IT REMEMBERED that on this 31^st day of July, A. D., One Thousand Nine Hundred and Forty-two, before me, a Master in Chancery of New Jersey, personally appeared HAROLD A. STEVENS, DAISY H. STEVENS and JOSEPH B. STEVENS, who, I am satisfied, are the persons named in and who executed the foregoing certificate, and I having first made known to them the contents thereof, they did acknowledge that they signed, sealed and delivered the same as their voluntary act and deed, for the uses and purposes therein expressed.

/s/ Frederick M. Rollenhagen

A Master in Chancery of New Jersey

(Frederick M. Rollenhagen)

EX-3.206

Exhibit 3.206

BY-LAWS

of

Harry M. Stevens, Inc. of New Jersey

Incorporated under the laws of New Jersey

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and

newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year. The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.207

Exhibit 3.207

3-1-48.12-            

ARTICLES OF INCORPORATION

* * * *

TO THE DEPARTMENT OF STATE;

COMMONWEALTH OF PENNSYLVANIA:

In compliance with the requirements of the “BUSINESS CORPORATION LAW”, (Act No. 106), approved the 5th day of May, A. D. 1933, the undersigned all of whom are citizens of the United States, desiring that they may be. incorporated as a business corporation, do hereby certify:

1st. The name of the corporation is

HARRY M. STEVENS, INC. OF PENN.

2nd. The location and post office address of its initial registered office in this Commonwealth is c/o C T Corporation System, 123 South Broad Street, Philadelphia, Philadelphia County.

3rd. The purpose or purposes of the corporation are:

To acquire by purchase, lease, contract or otherwise, in baseball parks, race tracks, theatres, convention halls, exhibition parks, amusement parks and other places, the privilege, right or concession to own, operate, manage, sell or lease, restaurants and lunch rooms, to operate a catering service, to sell alcoholic and non-alcoholic beverages, food

and food products, tobacco and tobacco products, souvenirs and to publish and sell programs and scorecards.

4th. The term of its existence is perpetual.

5th. The authorized capital stock of the corporation is $50,000, 00, divided into 500 shares of stock of the par value of $100.00.

6th. The amount of paid in capital with which the corporation will begin business is $500.00.

7th. The names and addresses of the first directors and their terms of office are:

NAME	ADDRESS	TERM OF OFFICE
J. NORMAN LEWIS	42 Broadway New York, N. Y.	One year
JAMES P. DURANTE	42 Broadway New York, N. Y.	One year
ARTHUR M. SOMMERFIELD	42 Broadway New York, N. Y.	One year

8th. The names and addresses of the incorporators and the number of shares subscribed by each are:

NAME	ADDRESS	TERM OF OFFICE
J. NORMAN LEWIS	42 Broadway New York, N. Y.	1
JAMES P. DURANTE	42 Broadway New York, N. Y.	1
ARTHUR M. SOMMERFIELD	42 Broadway New York, N. Y.	1

9th. In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter, amend and repeal by-laws,

2

subject to the powers of the shareholders to change or repeal such by-laws.

/s/ illegible

/s/ illegible

/s/ illegible

STATE OF NEW YORK	)
	) ss:
COUNTY OF NEW YORK	)

Before me, a Notary Public in and for the county aforesaid, personally came the above named J. NORMAN LEWIS, JAMES P. DURANTE and ARTHUR M. SOMMERFIELD who, in due form of law, acknowledged the foregoing instrument to be their act and deed for the purposes therein specified.

Witness my hand and seal of office the 16 day of April, A. D. 1948.

/s/ illegible

Approved and filed in the Department of State, 21st day of April, A. D. 1948.

/s/ illegible

Deputy Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA

Department of State

To all To Whom These Presents Shall Come, Greeting:

WHEREAS, In and by the Business Corporation Law, approved the 5th day of May, Anno Domini, one thousand nine hundred and thirty-three, the Department of state is authorized and required to issue a

CERTIFICATE OF INCORPORATION

evidencing the incorporation of a business corporation organized under the provisions of the law.

AND WHEREAS, The stipulations and conditions of that law have been fully complied with by the persons desiring to incorporate as

HARRY M. STEVENS, INC. OF PENN.

THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth and, under the authority of the Business Corporation Law, I do by these presents, which I have caused to be sealed with the Great Seal of the Commonwealth, create, erect, and incorporate the incorporators of and the subscribers to the shares of the proposed corporation named above, their associates and successors, and also those who may thereafter become subscribers or holders of the shares of such corporation, into a body politic and corporate in deed and in law by name chosen and hereinbefore specified, which shall exist

perpetually

and shall be invested with, and have and enjoy all the powers, privileges, and franchises incident to a business corporation and be subject to all the duties, requirements, and restrictions specified and enjoined in and by the Business Corporation Law and all other applicable laws of this Commonwealth.

Given under my Hand and the Great Seal of the

Commonwealth, at the City of Harrisburg, this 21^st day

of April in the year of our Lord one thousand nine

hundred and forty-eight and of the Commonwealth the

one hundred and seventy-second

/s/ illegible

Secretary of the Commonwealth

AFFIDAVIT OF PAID IN CAPITAL

STATE OF NEW YORK	)
	) SS:
COUNTY OF NEW YORK	)

On this 26^th day of April, 1948, before me, a Notary Public, in and for the State and County above named, personally appeared J. NORMAN LEWIS, JAMES P. DURANTE AND ARTHUR M. SOMMERFIELD who being duly sworn, did depose and say that they are a majority of the Board of Directors of HARRY M. STEVENS, INC. OF PENN., a corporation incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania by a Certificate of Incorporation granted on the 21st day of April, 1948; that $500., the amount of capital with which the corporation will begin business as stated in the Articles of incorporation has been fully paid in, to the Treasury of the Corporation, in cash.

Sworn and subscribed to before	)	/s/ illegible
	)
me the day and year above written.	)	/s/ illegible
	)
	)	/s/ illegible
(SEAL)	)

/s/ illegible

Notary Public

My Commission Expires ________________________

Filed in the Department of State on the 4th day of May, 1948.

/s/ illegible

Deputy Secretary of the Commonwealth

Recorded ___________,

Film _______________

FILING FEE: $10.00

Articles of Amendment COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

In compliance with the requirements of Article VIII of the Business Corporation Law approved the 5^th day of May, 1933, P.L. 364, as amended, the applicant desiring to amend its Articles, hereby certifies, under its corporate seal that:

1. The name of the corporation is:

Harry M. Stevens, Inc. of Penn.

2. The location of its registered office is:

Suite 501, 1420 Walnut Street, Philadelphia 2, Pa.

3. The corporation was formed under the Act of May 5, 1933 (Business Corporation Law)

4. Its date of incorporation is: April 21, 1948

5. Strike out (a) or (b) below, whichever is not applicable)

(b) The amendment was adopted by a consent in writing, setting forth the action so taken, signed by all of the shareholders entitled to vote thereon and filed with the Secretary of the corporation.

6. At the time of the action of the shareholders:

(a) The total number of shares outstanding was five (5).

(b) The number of shares entitled to vote was five (5).

7. In the action taken by the shareholders:

(a) the number of shares voted in favor of the amendment was:

Five (5)

(b) The number of shares voted in favor of the amendment was:

None.

If the shares of any class were entitled to vote as a class, the number of shares of              class so entitled and the number of shares of all other classes entitled to vote                      be set forth.

If the shares of any class were entitled to vote as a class, the number of shares of such class and the number of shares of all other classes voted for and against such amendment respectively should be set forth.

NOTE: If the effect of the amendment is to increase the authorized capital stock of the corporation, excise tax at the rate of 1/6 of 1% on the amount of increase will be due and payable with the filing of the amendment.

NOTE: Filer Fee - $10.00. (In addition to any amount of excise tax due and owing)

3-1-48.12            

B. The amendment was adopted by the shareholders, set forth in full, follows:

Article 5^th is amended to read:

“5^th. The authorized capital stock of the corporation is $250,000.00,

divided into 2500 shares of stock of the par value of $100.00.”

IN TESTIMONY WHEREOF, the applicant has caused these Articles of Amendment to be signed by its President or Vice President and its corporate seal, duly attested by its Secretary or Treasurer, or _________ hereunto affixed this 8^th day of August, 1963.

Harry M. Stevens, Inc. of Penn.
By:	/s/ illegible
	(President or Vice President)

Attest:

/s/ illegible

(Secretary or Treasurer)

Approved and filed in the Department of State on the              day of                     .

/s/ illegible

Secretary of the Commonwealth

3-1-48.12-            

Commonwealth of Pennsylvania

Department of State

To All To Whom These Presents Shall Come, Greeting:

Whereas, In and by Article VIII of the Business Corporation Law, approved the fifth day of May, Anno Domini one thousand nine hundred and thirty-three, the Department of State is authorized and required to issue a

CERTIFICATE OF AMENDMENT

evidencing the amendment of the Articles of Incorporation of a business corporation organized under or subject to the provisions of that Law, and

Whereas, The stipulations and conditions of that Law pertaining to the amendment of Articles of Incorporation have been fully complied with by

Therefore, Know Ye, That subject to the Constitution of this Commonwealth and under the authority of the Business Corporation Law, I do by these presents, which I have caused to be Sealed with the Great Seal of the Commonwealth, extend the rights and powers of the corporation named above, in accordance with the terms and provisions of the Articles of Amendment presented by it to the Department of State, with full power and authority to use and enjoy such rights and powers, subject to all the provisions and restrictions of the Business Corporation Law and all other applicable laws of this Commonwealth.

Given under my Hand and the Great Seal of the Commonwealth, at the
	City of Harrisburg, this                      day of              in the name of our Lord one thousand nine hundred and              and of the Commonwealth the one hundred and _______________

/s/ illegible

                                                             of the Commonwealth

3-1-63.25-1321

Change of Registered Office – Pennsylvania Business Corporation COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU

In compliance with the requirements of Section 307 of the Business Corporation Law approved May 5, 1933, P.L. 364, as amended, the following named Pennsylvania business corporation makes the following statement under its corporate seal:

1. The name of the corporation is:

Harry M. Stevens, Inc. of Penn.

2. The address of its present registered office is:

c/o C. T. Corporation System 123 S. Broad Street, Philadelphia 2, Philadelphia, Pa.

(Number)                                    (Street)                                 (City)                     (County)

3. The address to which the registered office is to be changed. is:

Suite 501 1420 Walnut Street, Philadelphia 2, Philadelphia, Pa.                                

(Number)                                    (Street)                                 (City)                     (County)

4. Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors.

IN TESTIMONY WHEREOF, the corporation has caused this statement to be signed by its President or Vice-President and its corporate seal, duly attested by its Secretary or Treasurer to be hereunto affixed this 9^TH day of September, 1963.

Harry M. Steven, Inc. of Penn.
By	/s/ illegible
	(President or Vice-President)

Attest:

/s/ illegible

(Secretary or Treasurer)

(CORPORATE)

(SEAL)

Approved and filed in the Department of State on the                     day of              A.D. 19    .

/s/ illegible

Secretary of the Commonwealth

__________________________

(Line for numbering)

Filed this 6th day of December,

1982.

Commonwealth of Pennsylvania

Department of State

/s/ William L. Davies

Secretary of the Commonwealth

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

In compliance with the requirements of section 307 of the Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P S. §1307) the undersigned corporation desiring to effect a change in registered office, does hereby certify that:

1. The name of the corporation is:

HARRY M. STEVENS, INC. OF PENN.

2. The address of its present registered office in this Commonwealth is (the Department of State is hereby authorized to correct the following statement to conform to the records of the Department):

1420 Walnut Street

Philadelphia, Pennsylvania 19102

3. The address to which the registered office in this Commonwealth is to be changed is:

123 South Broad Street, Philadelphia, Pennsylvania 19109, c/o CT Corporation System, County of Philadelphia.

4. Such change was authorized by resolution duly adopted by at least a majority of the members of the board of directors of the corporation.

IN TESTIMONY WHEREOF the undersigned corporation has caused this statement to be signed by a duly authorized officer, and its corporate seal, duly attested by another such officer, to be hereunto affixed, this 17^th day of November, 1982.

HARRY M. STEVENS, INC. OF PENN.                 (Name of Corporation)
By	/s/ illegible
	(Signature)
V.P.
(Title President, Vice President, etc.)

Attest:

/s/ illegible

Signature

Secretary

Title Secretary Assistant Secretary etc.

Microfilm Number 91191396	Filed with the Department of State on Sep 17 1990
Entity Number 343838	/s/ illegible
	Secretary of the Commonwealth

STATEMENT OF CHANGE OF REGISTERED OFFICE BY AGENT

DSCB: 15-106 (Rev 80)

In compliance with the requirements of 15 Pa. C.S. § 108 (relating to change in location or status of registered office provided by agent), the undersigned person who maintains the registered office of an association and who desires to change the following with respect to such agency hereby states that:

1. The name of the association represented by the undersigned person is:

HARRY M. STEVENS, INC. OF PENN.

2. The address of the present registered office in this Commonwealth of the above-named association is:

123 South Broad Street     Philadelphia         Pa.             19109     Philadelphia

Number and Street                 City                State                 Zip        County

3. (If the registered office address is to be changed, complete the following):

The address in the same county to which the registered office in this Commonwealth of the above-named association is to be changed is:

1835 Market Street             Philadelphia         Pa.             19109     Philadelphia

Number and Street                City                    State             Zip        County

4. The name of the person in care of the foregoing office is: C T CORPORATION SYSTEM

The person named immediately above in this paragraph has been designated in fact as the agent in care of the registered office in the Commonwealth of Pennsylvania of the corporation named in paragraph 2 of this statement.

5. (Check one or more of the following, as appropriate):

¨ This statement reflects a change in name of the agent.

x The change in registered office set forth in this statement reflects the removal of the place of business of the agent to a new location within the county.

¨ The status of the agent as the provider of the registered office of the above-named association has been terminated.

IN TESTIMONY WHEREOF, the undersigned person has caused this statement to be signed this 10^th day of September 1990.

C T CORPORATION SYSTEM
BY:	/s/ illegible
TITLE:	Assistant Secretary

EX-3.208

Exhibit 3.208

BY-LAWS

of

Harry M. Stevens, Inc. of Penn

Incorporated under the laws of Pennsylvania

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be

removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.209

Exhibit 3.209

State of Wisconsin Department of Financial Institutions
Division of Corporate and Consumer Services

ARTICLES OF ORGANIZATION - LIMITED LIABILITY COMPANY

Executed by the undersigned for the purpose of forming a Wisconsin limited liability company under Ch. 183 of the Wisconsin Statutes:

Article 1.	Name of the limited liability company:              Kowalski-Dickow Associates, LLC
Article 2.	The limited liability company is organized under Ch. 183 of the Wisconsin Statutes.
Article 3.	Name of the initial registered agent:                  C T Corporation System

Article 4. Street address of the initial registered office: (The complete address, including street and number, if assigned, and ZIP code. P O Box address may be included as part of the address, but is insufficient alone.) 8025 Excelsior Drive, Suite 200, Madison, WI 53717

Article 5.	Management of the limited liability company shall be vested in: (Select and check (X) the one appropriate choice below)
¨	a manager or managers
OR
x	its members
Article 6.	Name and complete address of each organizer:

Richard Negrin

1101 Market Street

Philadelphia, PA 19107

	/s/ Richard Negrin
Organizer’s signature	Richard Negrin
	Organizer’s signature

This document was drafted by	Lilly Dorsa
	(Name the individual who drafted the document)
Ø    OPTIONAL - Second choice company name if first choice is not available:
FILING FEE - $170.00 See instructions, suggestions, and procedures on following pages. (Note: Electronic edition of this form is “Quickstart LLC,” available at www.wdfi.org at a lower fee.) DFI/CORP/502(R04/22/03) Use of this form is voluntary.

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EX-3.210

Exhibit 3.210

LIMITED LIABILITY COMPANY AGREEMENT

OF

KOWALSKI-DICKOW ASSOCIATES, LLC

A Wisconsin Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of April 3, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Kowalski-Dickow Associates, Inc.,. a Wisconsin corporation (the “Converted Corporation”), to a Wisconsin limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Kowalski-Dickow Associates, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Wisconsin limited liability company. In accordance with Chapter 183 of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Wisconsin (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Wisconsin. As provided in Chapter 183 of the Act, the existence of the Company is deemed to have commenced on December 29, 1995, the date the Converted Corporation was originally organized under the laws of the State of Wisconsin.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean Chapter 183 et seq. of the Wisconsin Statutes, as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean Kowalski-Dickow Associates, LLC, a Wisconsin limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Wisconsin is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Wisconsin 19801. The registered office of the Company in the State of Wisconsin is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Wisconsin 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Wisconsin and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

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12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Chapter 183.0901 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ Michael J. O’Hara
	Michael J. O’Hara Vice President

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EX-3.211

Exhibit 3.211

D0855702

	State of California Secretary of State	File # 200710310087
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION - CONVERSION
IMPORTANT — Read all instructions before completing this form.		This Space For Filing Use Only

CONVERTED ENTITY INFORMATION
1.	NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or the abbreviation “LLC” or “L.L.C.”)
	L&N Uniform Supply, LLC
2.	THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.
3.	THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)
	¨  ONE MANAGER	¨  MORE THAN ONE MANAGER	x  ALL LIMITED LIABILITY COMPANY MEMBER(S)
4.	MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE		CITY AND STATE		ZIP CODE
	1101 Market Street		Philadelphia, PA		19107
5.	NAME OF AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 5 and 6 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 5 must be completed (leave Item 6 blank).)
	C T Corporation System
6.	IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA		CITY	STATE	ZIP CODE
				CA
CONVERTING ENTITY INFORMATION
7.	NAME OF CONVERTING ENTITY
	L&N Uniform Supply Co., Inc.
8.	FORM OF ENTITY	9.    JURISDICTION	10.    CA SECRETARY OF STATE FILE NUMBER, IF ANY
	Corporation	California	C0478182
11.	THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:
	STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE		AND	THE PERCENTAGE VOTE REQUIRED OF EACH CLASS
	Common 1,146			100%
ADDITIONAL INFORMATION
12.	ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.
13.	I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

/s/ David Michaelson	4/11/07	David Michaelson, Vice President
SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
/s/ Megan C. Timmins	4/11/07	Megan C. Timmins, Assistant Secretary
SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TlTLE OF AUTHORIZED PERSON

APPROVED BY SECRETARY OF STATE

EX-3.212

Exhibit 3.212

OPERATING AGREEMENT

OF

L & N UNIFORM SUPPLY, LLC

A California Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 12, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of L & N Uniform Supply Co., Inc., a California corporation (the “Converted Corporation”), to a California limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be L & N Uniform Supply, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a California limited liability company. In accordance with Section 17540.8 of the Act and Section 1155 of the California General Corporation Law (the “CGCL”), the Articles of Organization of the Company contain a statement of conversion meeting the requirements of Section 1155(b) of the CGCL and have been duly executed and acknowledged by an officer of the Converted Corporation and filed with the Secretary of State of the State of California. As provided in Section 17540.9 of the Act, the Company is for all purposes the same entity that existed before the Conversion.

2. Definitions. Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the California Limited Liability Company Act, CAL. CORP. CODE §§ 17000 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean L & N Uniform Supply, LLC, a California limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Uniform Services (Santa Ana), LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

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4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Agent for Service of Process. The name and address of the agent for service of process on the Company in the State of California are CT Corporation System, 818 West Seventh Street, Los Angeles, CA 90017.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Uniform Services (Santa Ana), LLC, a Delaware limited liability company and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the sole member of the Company. New members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of California and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

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(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 17351 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows.)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform Services (Santa Ana), LLC, Sole Member
By:	/s/ ALEXANDER P. MARINO
	Name:	Alexander P. Marino
	Title:	Vice President

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EX-3.213

Exhibit 3.213

D0855701

	State of California Secretary of State	File # 200710310095
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION - CONVERSION
IMPORTANT — Read all instructions before completing this form.		This Space For Filing Use Only

CONVERTED ENTITY INFORMATION
1.	NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” “Ltd. Liability Company,” “Ltd. Liability Co.,” or the abbreviation “LLC” or “L.L.C.”)
	Lake Tahoe Cruises, LLC
2.	THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT.
3.	THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one)
	¨  ONE MANAGER	¨  MORE THAN ONE MANAGER	x  ALL LIMITED LIABILITY COMPANY MEMBER(S)
4.	MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICE		CITY AND STATE		ZIP CODE
	1101 Market Street		Philadelphia, PA		19107
5.	NAME OF AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 5 and 6 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 5 must be completed (leave Item 6 blank).)
	C T Corporation System
6.	IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CA		CITY	STATE	ZIP CODE
				CA
CONVERTING ENTITY INFORMATION
7.	NAME OF CONVERTING ENTITY
	Lake Tahoe Cruises. Inc.
8.	FORM OF ENTITY	9.    JURISDICTION	10.    CA SECRETARY OF STATE FILE NUMBER, IF ANY
	Corporation	California	C0927103
11.	THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS:
	STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTE		AND	THE PERCENTAGE VOTE REQUIRED OF EACH CLASS
	Common 100			100%
ADDITIONAL INFORMATION
12.	ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE.
13.	I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

/s/ Elizabeth B. Cartmell	4/12/07	ELIZABETH B. CARTMELL, PRESIDENT
SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
/s/ Megan C. Timmins	4/12/07	Megan C. Timmins, Secretary
SIGNATURE OF AUTHORIZED PERSON	DATE	TYPE OR PRINT NAME AND TlTLE OF AUTHORIZED PERSON

APPROVED BY SECRETARY OF STATE

EX-3.214

Exhibit 3.214

OPERATING AGREEMENT

OF

LAKE TAHOE CRUISES, LLC

A California Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 12, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Lake Tahoe Cruises, Inc., a California corporation (the “Converted Corporation”), to a California limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Lake Tahoe Cruises, LLC, or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a California limited liability company. In accordance with Section 17540.8 of the Act and Section 1155 of the California General Corporation Law (the “CGCL”), the Articles of Organization of the Company contain a statement of conversion meeting the requirements of Section 1155(b) of the CGCL and have been duly executed and acknowledged by an officer of the Converted Corporation and filed with the Secretary of State of the State of California. As provided in Section 17540.9 of the Act, the Company is for all purposes the same entity that existed before the Conversion.

2. Definitions. Whenever used in this Agreement, the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the California Limited Liability Company Act, CAL. CORP. CODE §§ 17000 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Lake Tahoe Cruises, LLC., a California limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Sports and Entertainment Services, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Agent for Service of Process. The name and address of the agent for service of process on the Company in the State of California are CT Corporation System, 818 West Seventh Street, Los Angeles, CA 90017.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Services, LLC, a Delaware limited liability company, formerly ARAMARK Sports and Entertainment Services, Inc., a Delaware corporation and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of California and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

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(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 17351 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows.)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Services, LLC Sole Member
By:	/s/ CHRISTOPHER S. HOLLAND
	Name:	Christopher S. Holland
	Title:	Treasurer

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EX-3.215

Exhibit 3.215

CERTIFICATE OF FORMATION

OF

LANDY TEXTILE RENTAL SERVICES, LLC

1. The name of the limited liability company (the “Company”) is

Landy Textile Rental Services, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 7^th day of February, 2007.

By:	/s/ LILLY DORSA
	Lilly Dorsa Organizer

1

EX-3.216

Exhibit 3.216

OPERATING AGREEMENT

OF

LANDY TEXTILE RENTAL SERVICES, LLC

A Delaware Limited Liability Company

THIS OPERATING AGREEMENT (the “Agreement”) of Landy Textile Rental Services, LLC, (the “Company”), dated and effective as of February 8, 2007 is entered into by the undersigned to form a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth.

RECITALS

WHEREAS, ARAMARK Uniform & Career Apparel, Inc., (“ARAMARK”) is the sole member of the Company; and

WHEREAS, ARAMARK desires that the Agreement be the sole governing document of the Company

The Agreement is therefore set forth as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean Landy Textile Rental Services, LLC, a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Uniform & Career Apparel, Inc. and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

ARTICLE II

FORMATION OF THE COMPANY

2.1. Formation of Limited Liability Company. ARAMARK has (a) organized the Company pursuant to the Act and (b) caused a Certificate of Formation to be filed with the Secretary of State, and the Secretary of State has returned a certified copy.

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2.2. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

2.3. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

2.4. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

ARTICLE III

REGISTERED AGENT AND REGISTERED OFFICE

3.1. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.1. Initial Capital. ARAMARK has contributed cash or property of an agreed value as set forth in the books and records of the Company.

ARTICLE V

MEMBERS, OFFICERS, CONSENT

5.1 Members. Upon execution of this Agreement, ARAMARK is admitted as the sole member of the Company. New members of the company may be admitted upon the written consent of ARAMARK.

Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

5.2 Authorized Person. Lilly Dorsa is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

5.3. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

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(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

5.4. Method of Giving Consent. Any consent of a member required by this Agreement may be given by a written consent.

ARTICLE VI

DISSOLUTION

6.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the member has hereunto set its hand as of the day and year first above written.

ARAMARK Uniform & Career Apparel, Inc. Sole Member
By:	/s/ ALEXANDER P MARINO
	Alexander P. Marino Vice President

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EX-3.217

Exhibit 3.217

ARTICLES OF INCORPORATION – FOR PROFIT

DSCB;15-1306/2102/2303/2702/2903/7102a(Rev 90)

Indicate type of domestic corporation (check one):
x        Business-stock (15 Pa.C.S. § 1308)	¨        Management (15 Pa.C.S. § 2702)
¨        Business-nonstock (15 Pa.C.S. § 3102)	¨        Professional (15 Pa.C.S. § 2903)
¨        Business-statutory close (15 Pa.C.S. § 2303)	¨        Cooperative (15 Pa.C.S. § 7102A)

In compliance with the requirements of the applicable provisions of 15 Pa.C.S. (relating to corporations and unincorporated associations) the undersigned, desiring to incorporate a corporation for profit hereby state(s) that:

1. The name of the corporation is My Assistant, Inc.

2. The (a) address of this corporation’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:

(a)
	Number and Street	City	State	Zip
(b)	c/o: C T CORPORATION SYSTEM			Philadelphia
	Name of Commercial Registered Office Provider			County

For a corporation represented by a commercial registered office provider, the county in (b) shall be deemed the county in which the corporation is located for venue and official publication purposes.

3. The corporation is incorporated under the provisions of the Business Corporation Law of 1988.

4. The aggregate number of shares authorized is: 1,000 (other provisions, if any, attach 8  ¹/2 or 11 sheet)

5. The name and address, including street and number, if any, of each incorporator is:

Name	Address
Lilly Dorsa	1101 Market Street, Phila., PA 19107

6. The specified effective date, if any, is                                                                                                       

Month             day             year             hour if any

7. Any additional provisions of the articles, if any, attach an 8 ½ x 11 sheet.

8. Statutory close corporation only: Neither the corporation nor any shareholder shall make an offering of any of the shares of any class that would correlate a “public offering” within the meaning of the Securities Act of 1933 (15 U.S.C. of the seq.).

9. Cooperative corporations only: (Complete and strike out inapplicable term), The common bond of membership among its members/shareholders is:                                                                                                                                        

IN TESTIMONY WHEREOF, the incorporator(s) has (have) signed these Articles of Incorporation this 28^th day of September, 1992.

/s/ Lilly Dorsa
(Signature)	(Signature)
Lilly Dorsa, Incorporator

EX-3.218

Exhibit 3.218

BY-LAWS

of

MyAssistant, Inc.

Incorporated under the laws of Pennsylvania

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar

requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

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Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

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EX-3.219

Exhibit 3.219

ARTICLES OF INCORPORATION

OF

OVERALL LAUNDRY SERVICES, INC.

KNOW ALL MEN BY THESE PRESENTS: That the undersigned, for the purpose of forming a corporation under the Washington Business Corporation Act hereby certifies and adopts in duplicate the following Articles of Incorporation:

ARTICLE I

NAME

The name of this corporation is: Overall Laundry Services, Inc.

ARTICLE II

DURATION

The corporation’s existence is perpetual.

ARTICLE III

PURPOSES AND POWERS

3.1. The purposes for which the corporation is organized are:

(a) To engage in the business of providing commercial laundry and cleaning services, uniforms, supplies, equipment and related businesses.

(b) To purchase or otherwise acquire, hold, own, sell or otherwise dispose of improved or unimproved real property and

tangible or intangible personal property, including, without limitation, goods, wares and merchandise of every description and the securities and obligations of any issuer, whether or not incorporated.

(c) To engage in generally and carry on any lawful business or trade which may, in the judgment of the Board of Directors, at any time be necessary, useful or advantageous to this corporation.

3.2. In furtherance of and not in limitation of the general powers conferred by the laws of the State of Washington, it is expressly provided that this corporation shall also have the following powers:

(a) To apply for and obtain any and all licenses, permits or other authorizations which are or may be required in order for this corporation to perform any or all of its aforesaid purposes.

(b) To acquire by purchase or otherwise and to own, hold, cancel, reissue, sell, pledge and otherwise deal in the stock of this corporation (or rights or options to purchase or sell stock of this corporation), provided that the money or property of the corporation shall not be used for purchase of shares of its own stock when such use would cause any impairment of the capital of the corporation. The corporation shall not be entitled to vote, either directly or indirectly, any shares of its own stock which it may hold.

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(c) To acquire by purchase rights, options or otherwise to own, hold, cancel, reissue, sell, pledge and otherwise deal in the bonds, debentures, notes and other securities and obligations of this corporation.

(d) To borrow money and give security therefor.

(e) To enter into, make, perform and carry out contracts of every kind for any lawful purposes, with any individual, entity, firm, association, or corporation, or with any governmental, municipal or public authority, domestic or foreign.

(f) To do everything necessary, proper, convenient or incidental to the accomplishment of the purposes of this corporation, or which is calculated directly or indirectly to promote the welfare or interests of the corporation or enhance the value or render profitable any of its property or rights.

(g) To do any and all of the things in this article set forth to the same extent a natural person might or could do, and in any part of the world, as principals, agents, contractors, trustees, or otherwise, either alone or in company with others.

(h) To lend money to its employees, including officers, and its directors.

(i) To indemnify directors, trustees, officers, employees or agents of the corporation in any manner and with respect to any matter now or hereafter permitted by statute.

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(j) To make any and all distributions of assets, cash or property out of surplus, capital surplus or earned surplus without any vote of shareholders and in any manner now or hereafter permitted by statute.

(k) To engage in any business or trade or enter into any transaction now or hereafter permitted by statute.

ARTICLE IV

SHARES

4.1. Number. The total number of shares authorized and which may be issued by this corporation is 1000 shares of $1 par value non-voting common shares and 10,000 shares of $1 par value voting preferred shares.

4.2. Preference Dividends. The holders of preferred shares shall be entitled to receive out of the surplus of the corporation or out of the net earnings of the corporation, dividends at the rate of Twelve percent per annum per share, payable Semiannually on April 1 and October 1, in priority to any dividends on the common shares of the corporation. The dividends at the rate of Twelve percent per annum on the preferred shares shall be cumulative from the date of issue. No dividend shall be paid or set aside for payment on the common shares of the corporation in any fiscal year unless an annual dividend on the preferred shares has been paid or set apart for payment in full.

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4.3. Dissolution. Upon the dissolution or liquidation of the corporation, or upon any distribution of its assets by way of return of capital, the holders of preferred shares shall be entitled to receive and be paid the sum of $100.00 for each of such preferred shares held by them.

4.4. Redemption. The preferred shares shall be redeemable at any time as a whole or as a part at the option of the Board of Directors of the corporation to be exercised by the affirmative vote of two-thirds of the members of the Board, and upon notice given as hereinafter provided, at $100.00 per share, plus any accumulated unpaid dividends, plus a premium in accordance with the following table:

If redemption occurs between:	Premium is:
5/1/81-4/30/82	$	1.00
5/1/82-4/30/83	$	2.00
5/1/83-4/30/84	$	3.00
5/1/84-4/30/85	$	4.00
5/1/85-4/30/86	$	5.00
5/1/86-4/30/87	$	4.00
5/1/87-4/30/88	$	3.00
5/1/88-4/30/89	$	2.00
5/1/89-4/30/90	$	1.00
5/1/90 and thereafter	$	0

If the corporation shall at any time elect to redeem less than the whole of the outstanding preferred shares, it shall either select by lot, in such manner as its Board of Directors shall determine, the shares to be redeemed, or redeem such proportion of such preferred shares held by each holder thereof as (a) the aggregate par amount of such preferred shares then to be redeemed shall bear to (b) the total par amount of such

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preferred shares then outstanding; provided that, if the redemption of such proportion of the preferred shares, held by any such holder, would require the redemption of a fraction of a share thereof, the corporation may redeem the whole of such share. If the corporation shall elect to redeem all or any of the preferred shares, notice of such election shall be given by mailing the same to every holder of record of preferred shares any of whose shares are then to be redeemed, on a date not less than 60 days nor more than 80 days prior to the date designated in such notice as the date of the redemption of preferred shares, at the address of such holder as the same shall appear on the books of the corporation. Such notice shall state that on the date therein specified the corporation will redeem all the preferred shares represented by or included in the certificates which shall be specified by number in such notice, or a specified number of such shares, as the case may be, upon the surrender for cancellation, duly endorsed, of the certificate or certificates representing or including the shares to be redeemed. If the corporation shall give notice of redemption as herein provided, and shall, on or before the date specified in such notice for the redemption of any such shares, deposit the amount of the redemption price thereof with a bank having an office in the City of Seattle, Washington, designated in such notice of redemption, all shares of preferred shares to be redeemed as set forth in such notice shall be deemed to have

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been redeemed on the date so specified, whether or not the certificates for such shares shall be surrendered for redemption and cancelled; and such shares of preferred shares called for redemption shall, from and after such date, cease to represent any interest whatever in the corporation or its property or to have any right to vote; and the holders thereof shall have no rights, other than the right to receive, from and out of such deposit, such redemption price, without any dividends or interest from or after the date so specified.

4.5. Antidilution. Without the affirmative vote or written consent of the holders of more than 60% in amount of the preferred shares at the time outstanding, the corporation shall not (a) increase the authorized amount of the preferred shares, or create any shares on a parity with the preferred shares or any stock having priority over the preferred shares or alter or change the preferences of such preferred shares, or (b) issue any additional common shares without giving the holders of preferred shares an opportunity to participate in the issue on a standing equal to the other offerees, or (c) create any mortgage, lien, security interest, or other encumbrance upon any of the property or assets of the corporation, except indebtedness incurred for a corporate purpose included within paragraph 3.1(a) of these articles.

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ARTICLE V

COMMENCEMENT OF BUSINESS

The corporation shall not commence business until consideration of the value of at least Five Hundred Dollars has been received for the issuance of shares.

ARTICLE VI

GENERAL PROVISIONS

6.1. Amendment of Articles. The corporation reserves the right to amend, alter, change or repeal any provisions contained in its Articles of Incorporation in any manner now or hereafter prescribed or permitted by statute. All rights of shareholders, directors or officers of the corporation are granted subject to this reservation.

6.2. Bylaws. The power to adopt, alter, amend or repeal the bylaws of the corporation or adopt new bylaws for the corporation shall be vested in the Board of Directors, subject, however, to the power of the shareholders to alter, amend repeal such bylaws.

6.3. Multiple Interests of Directors, Officers or Shareholders. The corporation may enter into contracts and otherwise transact business as vendor, purchaser or otherwise, with its directors, officers and shareholders and with corporations, associations, firms and entities in which they are or may be or become interested as directors, officers, shareholders, members or otherwise, as freely as though such

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adverse interests did not exist, even though the vote, action or presence of such director, officer or shareholder may be necessary to obligate the corporation upon such contracts or transactions; and in the absence of fraud no such contract or transaction shall be avoided and no such director, officer or stockholder shall be held liable to account to the corporation, by reason of such adverse interest or by reason of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction provided that in the case of directors and officers of the corporation (but not in the case of shareholders who are not directors or officers) the nature of the interest of such director or officer, though not necessarily the details or extent thereof, be disclosed or known to the Board of Directors of the corporation, at the meeting thereof at which such contract or transaction is authorized or confirmed. A general notice that a director or officer of the corporation is interested in any corporation, association, firm or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association, firm or entity.

6.4. Ratification by Shareholders. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the shareholders or at any meeting of the shareholders called for the purpose of

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considering any such contract or act, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of shareholders be there represented in person or by proxy) shall be as valid and as binding upon the corporation and upon all the shareholders as though it had been approved or ratified by every shareholder of the corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

6.5. No Preemptive Rights. Shareholders of this corporation shall not have preemptive rights to acquire additional shares offered for sale by the corporation.

6.6. Cumulative Voting. At each election for directors, every shareholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. A shareholder shall be entitled to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

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ARTICLE VII

INITIAL REGISTERED OFFICE AND AGENT

7.1. The address of the initial registered office of the corporation in the State of Washington shall be:

14th Floor, Washington Building	1325 4th Ave.
P. O. Box 21926	Seattle, Washington 98111
Seattle, Washington, 98111

7.2. The registered agent of the corporation at such address shall be:

DeWitt Williams

ARTICLE VIII

BOARD OF DIRECTORS

8.1. The number of directors constituting the initial Board of Directors shall be three. They shall serve until the first annual meeting of shareholders or until their successors be elected and qualify. Their names and addresses are:

Name	Address
H. M. Keeler	222 Yale N. Seattle, Washington, 98109
Travis Keeler	222 Yale N. Seattle, Washington 98109
DeWitt Williams	14th Floor, Washington Building P. O. Box 21926 Seattle, Washington, 98111

8.2 The number of directors of the corporation shall be fixed as provided in the bylaws, and may be changed from time to time by amending the bylaws, but the number of directors shall not be less than the minimum number required by law nor more than nine.

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ARTICLE IX

INCORPORATOR (S)

The name and address of the incorporator is:

Name	Address
H. M. Keeler	222 Yale North
	Seattle, Washington, 98109

IN WITNESS WHEREOF, the incorporator has signed these Articles in duplicate the 28 day of April, 1981.

/s/ H.M. Keeler

H. M. Keller

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ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

OVERALL LAUNDRY SERVICES, INC.

The undersigned hereby submit the following Articles of Amendment to the Articles of Incorporation of Overall Laundry Services, Inc. (the “Corporation”) pursuant to the provisions of RCW 23B.10:

1. The name of the Corporation is overall Laundry Services, Inc.

2. The amendment to the Articles of Incorporation is to delete Article IV in its entirety and amend it to read as follows:

ARTICLE IV

SHARES

4.1 Number. The total number of shares authorized and which may be issued by this corporation shall be 25,000 shares of $1 par value common, to be referred to as “Voting Common Shares,” and 25,000 shares of $1 par value nonvoting common, to be referred to as “Nonvoting Common Shares.” Each class of shares shall be identical in all respects, except that the Nonvoting Common Shares shall carry no right to vote for the election of directors of the corporation, and no right to vote on any matter presented to the shareholders for their vote or approval, except only as the laws of this state require that voting rights be granted to such Nonvoting Common Shares.

4.2 Each $1 par value common share of the corporation issued and outstanding as of January 18, 1994, shall be reclassified as of such date as equal to 1 Voting Common Share and 1 Nonvoting Common Share.

4.3 The certificates representing issued and outstanding $1 par value common shares on January 18, 1994 may, but shall not be required to be, surrendered. Each share represented by such certificates shall be reclassified and deemed to represent, as of January 18, 1994, 1 Voting Common Share and 1 Nonvoting Common Share. Any of said certificates may be surrendered on or after such date for certificates

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representing the appropriate number of Voting Common Shares and Nonvoting Common Shares.

3. The amendment contains provisions describing the manner in which any exchange, reclassification, or cancellation of issued shares required by the amendment is to be effected.

4. The date of the adoption of the amendment by the shareholders of the Corporation was January 18, 1994.

5. The amendment was duly approved by the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040.

6. The manner in which such amendment effects a change in the amount of the Corporation’s authorized capital stock, and the amount of the authorized capital stock after such amendment, are as follows:

(A) The number of authorized shares is changed from 50,000 shares of $1 par value common to 25,000 shares of $1 par value Voting Common Shares and 25,000 shares of $1 par value Nonvoting Common Shares.

(B) The authorized capital stock of the corporation shall be 25,000 shares of Voting Common Shares and 25,000 shares of Nonvoting Common Shares.

DATED: January 18, 1994.

OVERALL LAUNDRY SERVICES, INC.
By	/s/ Travis H. Keeler
	Travis H. Keeler, Its President, Its President
By	/s/ DeWitt Williams
	DeWitt Williams, Its Secretary

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ARTICLES OF AMENDMENT

OF

OVERALL LAUNDRY SERVICES, INC.

Pursuant to the provisions of RCW 23A.16 of the Washington Business Corporation Act, the undersigned adopts the following Articles of Amendment to the Articles of Incorporation:

1. The name of the corporation is OVERALL LAUNDRY SERVICES, INC.

2. The Articles of Incorporation are amended by amending Article IV thereof to read as follows:

ARTICLE IV

SHARES

4.1 Number. The total number of shares authorized and which may be issued by this corporation are 50,000 shares of $1 par value common shares.

4.2 The $1 par value non-voting common shares issued and outstanding on December 26, 1986 shall be reclassified as of December 26, 1986 as $1 par value commons shares on a one for one basis, one share of common for each share of non-voting common.

4.3 The $1 par value voting preferred shares issued and outstanding on December 26, 1986 shall be reclassified as of December 26, 1986 as $1 par value common shares on a one for one basis, one share of common for each share of voting preferred.

4.4 It shall not be necessary to surrender the certificates representing issued and outstanding $1 par value non-voting common shares and $1 par value voting preferred shares on December 26, 1986. Such certificates shall be reclassified and deemed to represent a like number of $1 par value voting common shares on December 26, 1986. Said certificates may be

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surrendered at any time on or after December 26, 1986 for certificates representing a like number of $1 par value common shares.

3. The amendment was adopted by the shareholders of the corporation on December 24, 1986.

4. The number of shares of the corporation outstanding at the time of such adoption was 464.8 non-voting common and 3,369.8 voting preferred. The number of shares entitled to vote thereon was 464.8 non-voting common and 3,369.8 voting preferred.

The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class	Number of Shares
Voting Preferred	3,369.8
Non-Voting Common	464.8

5. The number of shares voted for such amendment was 464.8 non-voting common and 3,369.8 voting preferred; and the number of shares voted against such amendment was 0.

The number of shares of each class entitled to vote thereon as a class voted for and against such amendment as follows:

Class	Number of Shares
Voting Preferred	For:	3,369.8	Against:	0
Non-Voting Common	For:	464.8	Against:	0

6. The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as set forth in the amendment.

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7. The manner in which such amendment effects a change in the amount of the corporation’s authorized capital stock, and the amount of the authorized capital stock as changed by such amendment, are as follows:

(A) The number of authorized shares is changed from 1,000 shares $1 par value non-voting common and 7,250 shares $1 par value preferred to 50,000 shared $1 par value common;

(B) The authorized capital stock of the corporation is increased from $8,250 to $50,000.

Dated: December 24, 1986

By	/s/ Travis H. Keeler
	Travis H. Keeler, Its President, Its President
By	/s/ DeWitt Williams
	DeWitt Williams, Its Secretary

17

ARTICLES OF AMENDMENT

OF

OVERALL LAUNDRY SERVICES, INC.

Pursuant to the provisions of RCW 23A.16 of the Washington Business Corporation Act, the undersigned adopts the following Articles of Amendment to the Articles of Incorporation:

1. The name of the corporation is OVERALL LAUNDRY SERVICES, INC.

2. The Articles of Incorporation are amended by amending Article IV thereof to read as follows:

ARTICLE IV

SHARES

4.1 Number. The total number of shares authorized and which may be issued by this corporation are 1,000 shares of $1 par value non-voting common shares and 7,250 shares of $1 par value voting preferred shares.

4.2 Preference Dividends. The holders of preferred shares shall be entitled to receive out of the surplus of the corporation or out of the net earnings of the corporation, dividends when and if declared by the Directors at the rate of 12% per annum per share computed from April 30, 1981, upon the price paid at time of issuance of $100.00 per share, payable semi-annually on April 1 and October 1, in priority to any dividends on the common shares of the corporation. The dividends at the rate of 12% on the preferred shares shall not be cumulative from and after April 1, 1985, except that a pro-rata dividend shall be declared and paid for the period from April 1 to May 3, 1985. No dividend shall be declared, paid or set aside for payment on the common shares of the corporation in a fiscal year unless a dividend of $12.00 per share on the preferred shares has been declared, paid or set aside for payment in full in that same fiscal year.

18

4.3 Dissolution. Upon the dissolution or liquidation of the corporation, or upon any distribution of its assets by way of return of capital, the holders of preferred shares shall be entitled to receive and be paid the sum of $100.00 for each of such preferred shares held by them.

4.4 Redemption. The preferred shares shall be redeemable in whole or in part at one or more times at the option of the Board of Directors of the corporation to be exercised by the unanimous vote of the members of the Board, and upon notice given as hereinafter provided, at $100.00 per share, plus any declared but unpaid dividends, plus a premium in accordance with the following table:

If redemption occurs between:	Premium is:
5/1/81 - 4/30/82	$	1.00
5/1/82 - 4/30/83	$	2.00
5/1/83 - 4/30/84	$	3.00
5/1/84 - 4/30/85	$	4.00
5/1/85 - 4/30/86	$	5.00
5/1/86 - 4/30/87	$	4.00
5/1/87 - 4/30/88	$	3.00
5/1/88 - 4/30/89	$	2.00
5/1/89 - 4/30/90	$	1.00
5/1/90 - and thereafter	$	0

If the corporation shall at any time elect to redeem less than the whole of the outstanding preferred shares, it shall select by lot, in such manner as its Board of Directors shall determine, the preferred shares to be redeemed, or it shall redeem such proportion of such preferred shares held by each holder thereof as (a) the aggregate par amount of such preferred shares then to be redeemed shall bear to (b) the total par amount of such preferred shares then outstanding; provided that, if the redemption of such proportion of the preferred shares, held by any such holder, would require the redemption of a fraction of a share thereof, the corporation may redeem the whole of such share. If the corporation shall elect to redeem all or any of the preferred shares, notice of such election shall be given by mailing the same to every holder of record of preferred shares any of whose shares are then to be redeemed, on a date not less than 60 days nor more than 80 days prior to the date designated in such notice as the date of the redemption of preferred shares, at the address of such

19

holder as the same shall appear on the books of the corporation. Such notice shall state that on the date therein specified the corporation will redeem all of the preferred shares represented by or included in the certificates which shall be specified by number in such notice, or a specified lesser number of such shares, as the case may be, upon the surrender for cancellation, duly endorsed, of the certificate or certificates representing or including the shares to be redeemed. A new certificate will thereafter be issued in the amount of the unredeemed shares. If the corporation shall give notice of redemption as herein provided, and shall, on or before the date specified in such notice for the redemption of any shares, deposit the amount of the redemption price thereof with a bank having an office in the City of Seattle, Washington, designated in such notice of redemption, all shares of preferred shares to be redeemed as set forth in such notice shall be deemed to have been redeemed on the date so specified, whether or not the certificates for such shares shall be surrendered for redemption and cancelled; and such shares of preferred shares called for redemption shall, from and after such date, cease to represent any interest whatever in the corporation or its property or to, have any right to vote; and the holders thereof shall have no rights, other than the right to receive, from and out of such deposit, such redemption price, without any dividends or interest from or after the date so specified.

4.5 Antidilution. Without the affirmative vote or written consent of the holders of all of the preferred shares at the time outstanding, the corporation shall not (a) increase the authorized amount of the preferred shares, or create any shares on a parity with the preferred shares or any stock having priority over the preferred shares or alter or change the preferences of such preferred shares, or (b) issue any additional common shares without giving the holders of preferred shares an opportunity to participate in the issue on a standing equal to the other offerees, or (c) create any mortgage, lien, security interest, or other encumbrance upon any of the property or assets of the corporation, except indebtedness incurred for a corporate purpose included within paragraph 3.1(a) of these articles.

3. The amendment was adopted by the Shareholders of the corporation on June 5, 1985.

20

4. The number of shares of the corporation outstanding at the time of such adoption was 464.8 non-voting common and 3,369.8 voting preferred. The number of shares entitled to vote thereon was 3,369.8 voting preferred.

The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class	Number of Shares
Voting Preferred	3,369.8
Non-Voting Common	None

5. The number of shares voted for such amendment was 3,369.8 voting preferred; and the number of shares voted against such amendment was 0.

The number of shares of each class entitled to vote thereon as a class voted for and against such amendment as follows:

Class	Number of Shares
Voting Preferred	For:	3,369.8	Against:	0

6. The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: No change.

21

7. The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: No change.

Dated: June 5, 1985

By	/s/ Travis H. Keeler
	Travis H. Keeler, Its President, Its President
By	/s/ DeWitt Williams
	DeWitt Williams, Its Secretary

22

ARTICLES OF AMENDMENT

OF

OVERALL LAUNDRY SERVICES, INC.

Pursuant to the provisions of RCW 23A.16 of the Washington Business Corporation Act, the undersigned adopts the following Articles of Amendment to the Articles of Incorporation:

FIRST: The name of the corporation is Overall Laundry Services, Inc.

SECOND: The following amendment of the Articles of Incorporation was unanimously adopted by the shareholders of the corporation on October 5, 1983:

ARTICLE IV

4.2 Preference Dividend

The holders of preferred shares shall be entitled to receive out of the surplus of the corporation or out of the net earnings of the corporation, dividends at the rate of 12% per annum per share computed from April 30, 1981 upon the price paid at time of issuance of $100.00 per share, payable semi-annually on April 1 and October 1, in priority to any dividends on the common shares of the corporation. The dividends at the rate of 12% on the preferred shares shall be cumulative from the date of issue. No dividend shall be paid or set aside for payment on the common shares of the corporation in a fiscal year unless an annual dividend on the preferred shares has been paid or set apart for payment in full.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1000 common shares and 7250 voting preferred shares; and the number of shares entitled to vote thereon was 7250.

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

23

Class	Number of Shares
Nonvoting Common	None

FIFTH: The number of shares voted for such amendment was 7250 voting preferred; and the number of shares voted against such amendment was 0.

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

Class	Number of Shares
Voting Preferred	For:	7250	Against:	0

SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: No change

EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: No change

DATED: October 6, 1983.

By	/s/ illegible
	President
By	/s/ illegible
	Secretary

24

ARTICLES OF AMENDMENT

OF

OVERALL LAUNDRY SERVICES, INC.

Pursuant to the provisions of RCW 23A.16 of the Washington Business Corporation Act, the undersigned adopts the following Articles of Amendment to the Articles of Incorporation:

FIRST: The name of the corporation is Overall Laundry Services, Inc.

SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders of the corporation on July 15, 1981.

ARTICLE IV

SHARES

4.1 Number. The total number of shares authorized and which may be issued by this corporation is 1000 shares of $1 par non-voting common shares and 7,250 shares of $1 par value voting preferred shares, reduced by each share which is subsequently purchased or redeemed by the corporation. The corporation shall have no authority to reissue any share purchased or redeemed by it, nor to increase the number of shares which it is authorized to issue by this Article 4.1.

4.2 Preference Dividends. The holders of preferred shares shall be entitled to receive out of the surplus of the corporation or out of the net earnings of the corporation, dividends at the rate of Twelve percent per annum per share, payable Semiannually on April 1 and October 1, in priority to any dividends on the

25

common shares of the corporation. The dividends at the rate of Twelve percent per annum on the preferred shares shall be cumulative from the date of issue. No dividend shall be paid or set aside for payment on the common shares of the corporation in a fiscal year unless an annual dividend on the preferred shares has been paid or set apart for payment in full.

4.3 Dissolution. Upon the dissolution or liquidation of the corporation, or upon any distribution of its assets by way of return of capital, the holders of preferred shares shall be entitled to receive and be paid the sum of $100.00 for each of such preferred shares held by them.

4.4 Redemption. Up to 6,525 preferred shares in total, shall be redeemable at one or more times at the option of the Board of Directors of the corporation to be exercised by the unanimous vote of the members of the Board, and upon notice given as hereinafter provided, at $100.00 per share, plus any accumulated unpaid dividends, plus a premium in accordance with the following table:

If redemption occurs between:	Premium is:
5/1/81 - 4/30/82	$	1.00
5/1/82 - 4/30/83	$	2.00
5/1/83 - 4/30/84	$	3.00
5/1/84 - 4/30/85	$	4.00
5/1/85 - 4/30/86	$	5.00
5/1/86 - 4/30/87	$	4.00
5/1/87 - 4/30/88	$	3.00
5/1/88 - 4/30/89	$	2.00
5/1/89 - 4/30/90	$	1.00
5/1/90 and thereafter	$	0

If the corporation shall at any time elect to redeem less than the whole of the outstanding preferred shares, it shall redeem such proportion of such preferred shares held by each holder

26

thereof as (a) the aggregate par amount of such preferred shares then to be redeemed shall bear to (b) the total par amount of such preferred shares then outstanding; provided that, if the redemption of such proportion of the preferred shares, held by any such holder, would require the redemption of a fraction of a share thereof, the corporation may redeem the whole of such share. If the corporation shall elect to redeem all or any of the preferred shares, notice of such election shall be given by mailing the same to every holder of record of preferred shares any of whose shares are then to be redeemed, on a date not less than 60 days nor more than 80 days prior to the date designated in such notice as the date of the redemption of preferred shares, at the address of such holder as the same shall appear on the books of the corporation such notice shall state that on the date therein specified the corporation will redeem ninety percent of the preferred shares represented by or included in the certificates which shall be specified by number in such notice, or a specified lesser number of such shares, as the case may be, upon the surrender for cancellation, duly endorsed, of the certificate or certificates representing or including the shares to be redeemed. A new certificate will thereafter be issued in the amount of the unredeemed shares. If the corporation shall give notice of redemption as herein provided, and shall, on or before the date specified in such notice for the redemption of any shares, deposit the amount of the redemption price thereof with a bank having an office in the City of Seattle, Washington, designated in such notice of redemption, all shares of preferred shares to be redeemed as set forth in such notice shall be deemed

27

to have been redeemed on the date so specified, whether or not the certificates for such shares shall be surrendered for redemption and cancelled; and such shares of preferred shares called for redemption shall, from and after such date, cease to represent any interest whatever in the corporation or its property or to have any right to vote; and the holders thereof shall have no rights, other than the right to receive, from and out of such deposit, such redemption price, without any dividends or interest from or after the date so specified.

4.5 Antidilution. Without the affirmative vote or written consent of the holders of all of the preferred shares at the time outstanding, the corporation shall not (a) increase the authorized amount of the preferred shares, or create any shares on a parity with the preferred shares or any stock having priority over the preferred shares or alter or change the preferences of such preferred shares, or (b) issue any additional common shares without giving the holders of preferred shares an opportunity to participate in the issue on a standing equal to the other offerees, or (c) create any mortgage, lien, security interest, or other encumbrance upon any of the property or assets of the corporation, except indebtedness incurred for a corporate purpose included within paragraph 3.1(a) of these articles.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,000 nonvoting common and 7,250 voting preferred; and the number of shares entitled to vote thereon was 7,250 voting preferred.

28

FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class	Number of Shares
Nonvoting Common	1,000

FIFTH: The number of shares voted for such amendment was 7,250 voting preferred; and the number of shares voted against such amendment was 0.

SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

Class	Number of Shares
Nonvoting Common	For:	1,000	Against:	0

SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be affected, is as follows: No change

EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:

No change

DATED: July 15, 1983.

/s/ illegible

President

/s/ illegible

Secretary

29

SUBSCRIBED AND SWORN to before me this 15 day of July, 1981.

/s/ illegible

Notary Public in and for the State

of Washington, residing at             

30

EX-3.220

Exhibit 3.220

BY - LAWS

of

Overall Laundry Services, Inc.

Incorporated under the laws of the State of Washington

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

EX-3.221

EXHIBIT 3.221

	STATE OF CALIFORNIA Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION
		LLC -1
IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code

1. Limited liability company name:

(End the name with “LLC” or “Limited Liability Company” “No periods between the letters in “LLC”. “Limited” and “Company” may be abbreviated to “Ltd.” and “Co.”)

M/V TAHOE PARA-DICE II, LTD., LLC

2. Latest date (month/day/year) on which the limited liability company is to dissolve:

12/31/2098

3. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killes Limited Liability Company Act.

4. Enter the name of initial agent for service of process and check the appropriate provision below:

Michael Kay, which is

x an individual residing in California. Proceed to Item 5.

¨ a corporation which has filed a certificate pursuant to Section 1505 of the California Corporations Code. Skip Item 5 and proceed to Item 6.

5. If the initial agent for service of process is an individual, enter a business or residential street address in California:

Street Address:	255 North Market, Suite 190
	San Jose

City: State: California Zip Code: 95110

6. The limited liability company will be managed by: (check one)

¨  one manager                        ¨  more than one manager                                         x  limited liability company member

7. If other matters are to be included in the Articles of Organization attach one or more separate pages.

Number of pages attached, if any:

8.      It is hereby declared that I am the person who executed this instrument which execution is my act and deed.	For Secretary of State Use
/s/ Michael Kay Signature of organizer	101998163087
Michael Kay Type or print name of organizer	Filed in the office of the Secretary of State of the State of California
Date: June 8, 1998
	June 12 1998
LLC-1                                       Approved by the Secretary of State Filing Fee $70                                                                            1/96	/s/ Bill Jones BILL JONES, Secretary of State

	State of California Bill Jones Secretary of State	FILED in the office of the Secretary of State of the State of California
	LIMITED LIABILITY COMPANY CERTIFICATE OF AMENDMENT	May 30, 2000
		/s/ Bill Jones BILL JONES, Secretary of State
A $30.00 filing fee must accompany this form IMPORTANT – Read instructions before completing this form.		This space For Filing Use Only

1.      Secretary of State File Number:	2.      Name of Limited Liability Company:
101998163087	M/V Tahoe Para-Dice II, Ltd., LLC

3. Complete only the sections where information is being changed. Additional pages may be attached if necessary.

A. Limited Liability Company Name (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.” or the abbreviations “LLC” or “LLC.”)

  Paradise Hornblower, LLC

B. The Limited Liability Company will be managed by (Check One):

x  one manager    ¨  more than one manager    ¨  single member limited liability company    ¨  all limited liability company members

C. Amendment to text of the Articles of Organization:

D. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include al change in the latest date on which the limited liability company is to dissolve or any change in the events that will cause the dissolution.

4. Future Effective Date, if any:                                                 Month                                          Day                             Year

5. Number of pages attached, if any: NONE

6. Declaration: It is hereby declared that I am the person who executed this instrument, which execution is my act and deed.

	Terry A. MacRae
/s/ Terry A. MacRae	Member /Manager/President
Signature of Authorized Person	Type or Print Name and Title

4/15/00

Date

7. RETURN TO:

NAME	John R. Domingos, Esq.
FIRM	Law Offices of John R. Domingos, P.C.
ADDRESS	351 California Street, Suite 600
CITY/STATE	San Francisco, CA 94104
ZIP CODE

SEC/STATE (REV. 12/99) FORM LLC-2 – FILING FEE: $30.00 Approved by Secretary of State           

EX-3.222

Exhibit 3.222

AMENDED AND RESTATED

OPERATING AGREEMENT FOR

PARADISE HORNBLOWER, LLC

(Formerly M/V Tahoe Para-Dice II, Ltd., LLC)

A LIMITED LIABILITY COMPANY

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of April 20, 2000, by and among the parties listed on the signature pages hereof, with reference to the following facts:

A. Hornblower Development Corporation entered into a contract dated March 31, 2000 for the purpose of acquiring all of the membership interest of M/V Tahoe Para-Dice II, Ltd., LLC;

B. On Closing, the assignee members Terry A. MacRae and Hornblower Development Corporation desire to file form LLC-2 for the purpose of amending the Articles of Organization to change the name to “Paradise Hornblower” and further amend and restate the Operating Agreement in its entirety;

C. Hornblower Tahoe, Inc. (“HTI”) is focusing its resources on dining, party and entertainment services and is seeking to charter new vessel capacity in separate operating units;

D. HTI has agreed to enter into a charger agreement with M/V Tahoe Paradise II, Ltd., LLC, provided such agreement is structured as an operating lease.

NOW, THEREFORE, the parties (hereinafter sometimes collectively referred to as the “Members,” or individually as the “Member”) by this Agreement set forth the operating agreement for the Company under the laws of the State of California upon the terms and subject to the conditions of this Agreement.

1. DEFINITIONS

When used in this Agreement, the following term shall have the meanings set forth below (all terms used in this Agreement that are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement):

1.1. “Act” shall mean the Beverly-Killea Limited Liability Company Act, codified in the California Corporations Code, Section 17000 et seq., as the same may be amended from time to time.

1.2. “Affiliate” shall mean any individual, partnership, corporation, trust or other entity or association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member. The term “control,” as used in the immediately preceding sentence, means, with respect to a corporation or limited liability company the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to

the controlled corporation or limited liability company, and, with respect to any individual, partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.

1.3. “Agreement” shall mean this Operating Agreement, as originally executed and as amended from time to time.

1.4. “Articles” shall mean the Articles of Organization for the Company originally filed with the California Secretary of State and as amended from time to time.

1.5. “Bankruptcy” shall mean: (a) the filing of an application by a Member for, or such Member’s consent to, the appointment of a trustee, receiver, or custodian of such Member’s other assets, (b) the entry of an order for relief with respect to a Member in proceedings under the United States Bankruptcy Code, as amended or superseded from time to time; (c) the making by a Member of a general assignment for the benefit of creditors; (d) the entry of an order, judgment, or decree by any court of competent jurisdiction appointing a trustee, receiver, or custodian of the assets of a Member unless the proceedings and the person appointed are dismissed within ninety (90) days; or (e) the failure by a Member generally to pay such Member’s debts as the debts become due within the meaning of Section 303(h)(1) of the United States Bankruptcy Code, as determined by the Bankruptcy Court, or the admission in writing of such Member’s inability to pay such Member’s debts as they become due.

1.6. “Capital Account” shall mean with respect to any Member the capital account which the Company establishes and maintains for such Member pursuant to Section 3.3.

1.7. “Capital Contribution” shall mean the total value of cash and fair market value of property (including promissory notes or other obligation to contribute cash or property) contributed and/or services rendered or to be rendered to the Company by Members.

1.8. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

1.9. “Common Unit” shall entitle the holder to exercise all rights of a Member and participate in all distributions on a residual basis.

1.10. “Company” shall mean PARADISE HORNBLOWER, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY.

1.11. “Corporations Code” shall mean the California Corporations Code, as amended from time to time, and the provisions of succeeding law.

1.12. “Dissolution Event” shall mean with respect to any Member one or more of the following: the death, insanity, withdrawal, resignation, expulsion, Bankruptcy, dissolution or the occurrence of any other event which terminates the continued membership of any Member unless the other Members consent to continue the business of the Company pursuant to Section 9.1.

1.13. “Distributable Cash” shall mean the amount of cash which the Managers deem available for distribution to the Members, taking into account all Company debts, liabilities, and obligations of the Company then due and amounts which the Managers deem necessary to place into reserves for customary and usual claims with respect to the Company’s business.

1.14. “Economic Interest” shall mean a Member’s or Economic Interest Owner’s share of the Company’s Net Profits, Net Losses, and distributions of the Company’s assets pursuant to this Agreement and the Act, but shall not include any other rights of a Member, including, without limitation, the right to vote or participate in the management, or except as provided in Section 17106 of the Corporations Code, any right to information concerning the business and affairs of the Company.

1.15. “Economic Interest Owner” shall mean the owner of an Economic Interest who is not a Member.

1.16. “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year.

1.17. “Former Member’s Interest” shall have the meaning ascribed to it in Section 8.1.

1.18. “Former Member” shall have the meaning ascribed to it in Section 8.1.

1.19. “Majority Interest” shall mean one or more Percentage Interests of Members which taken together exceed fifty percent (50%) of the aggregate of all outstanding Units of the Company which are entitled to vote.

1.20. “Manager” shall mean one or more managers. Specifically, “Manager” shall mean the individuals designated on Exhibit A, or any other persons that succeed any of them in that capacity. Managers will function in a manner substantially equivalent to that of a corporate director.

1.21. “Member” shall mean each Person who (a) is an initial signatory to this Agreement, has been admitted to the Company as a Member in accordance with the Articles or this Agreement or is an assignee who has become a Member in accordance with Article VII and (b) has not resigned, withdrawn, been expelled or, if other than an individual, dissolved.

1.22. “Membership Interest” shall mean a Member’s entire interest in the Company including the Member’s Economic Interest, the right to vote on or participate in the management, and the right to receive information concerning the business and affairs, of the Company. The Membership Interest shall be evidenced by one or more Unit Certificates which further define the rights of each class of Unit Holders.

1.23. “Net Profits” and “Net Losses” shall mean the income, gain, loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, determined in accordance with accounting principles employed under the method of accounting used by the Company at the close of each fiscal year on the Company’s information tax return filed for federal income tax purposes.

1.24. “Nonrecourse Liability” shall have the meaning set forth in Regulations Section 1.752-1 (a)(2).

1.25. “Percentage Interest” shall mean the percentage of a Member as determined by dividing the number of Units held by the Member by the total number of Units outstanding. The percentage shall be adjusted from time to time pursuant to the terms of this Agreement as and when Units are issued or redeemed.

1.26. “Person” shall mean an individual, general partnership, limited partnership, limited liability company, corporation, trust, estate, real estate investment trust association or any other entity.

1.27. “Preferred Units” shall be entitled to such prior participations in Distributable Cash and distributions in liquidation as shall be provided for in Preferred Unit certificates adopted by the Company.

1.28. “Regulations” shall, unless the context clearly indicates otherwise, mean the regulations currently in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code.

1.29. “Tax Matters Member” shall be TERRY A. MACRAE or such Member’s successor as designated pursuant to Section 8.8.

1.30. “Units” shall refer to the total number of Common and Preferred Units which may be outstanding from time to time.

2. ORGANIZATIONAL MATTERS

2.1. Formation. Pursuant to the Act, the Members have formed a California limited liability company under the laws of the State of California by filing the Articles with the California Secretary of State and entering into this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2. Name. The name of the Company shall be “PARADISE HORNBLOWER, LLC” The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Managers deem appropriate or advisable. The Managers shall file any fictitious name certificates and similar filings, and any amendments thereto, that the Managers consider appropriate or advisable.

2.3. Term. The term of this Agreement shall be co-terminus with the period of duration of the Company provided in the Articles, unless extended or sooner terminated as hereinafter provided.

2.4. Office and Agent. The Company shall continuously maintain an office and registered agent in the State of California as required by the Act. The principal office of the Company shall be as the Managers may determine. The Company also may have such offices, anywhere within and without the State of California, as the Managers from time to time may determine, and the business of the Company may require. The registered agent shall be as stated in the Articles or as otherwise determined by the Managers.

2.5. Addresses of the Members and the Managers. The respective addresses of the Members and the Managers are set forth on Exhibit A.

2.6. Purpose of Company. The purpose of the Company is to own and operate harbor cruise vessels and such other lawful activities as shall be determined by the Managers through exercise of the discretion provided by this Agreement.

3. CAPITAL CONTRIBUTIONS

3.1. Initial Capital Contributions. Each Member shall contribute such amount as is set forth on Exhibit A as such Member’s initial Capital Contribution, which Exhibit A shall be revised to reflect any additional contributions contributed in accordance with Section 3.2.

3.2. Additional Capital Contributions. No Member shall be required to make any additional Capital Contributions. To the extent approved by the Managers and Members who hold a Majority Interest, from time to time, the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, and if the Managers determine that such additional Capital Contributions are necessary or appropriate for the conduct of the Company’s business, including without limitation, expansion or diversification. In that event, the Members shall have the opportunity, but not the obligation, to participate in such additional Capital Contributions on a pro rata basis in accordance with their Percentage Interests. Immediately following such Capital Contributions, the Percentage Interests shall be adjusted by the Managers to reflect the new relative proportions of the Capital Accounts of the Members.

3.3. Capital Accounts. The Company shall establish an individual Capital Account for each Member. The Company shall determine and maintain each Capital Account in accordance with Regulations Section 1.704-1(b)(2)(iv). If a Member transfers all or a part of such Member’s Membership Interest in accordance with this Agreement, such Member’s Capital Account attributable to the transferred Membership Interest shall carry over to the new owner of such Membership Interest pursuant to Regulations Section 1.704-1(b)(2)(iv)(1).

3.4. No Interest. No Member shall be entitled to receive any interest on such Member’s Capital Contributions, provided that preferred distribution rights may be established with respect to any class of Preferred Unit which may be outstanding.

4. MEMBERS

4.1. Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise.

4.2. Admission of Additional Members. The Managers, with the approval of a Majority in Interest of the Members, may admit to the Company additional Members. Any additional Members shall obtain Membership Interests and will participate in the management, Net Profits, Net Losses, and distributions of the Company on such terms as are determined by the Managers and approved by a Majority in Interest of the Members. Notwithstanding the foregoing, substitute members may only be admitted in accordance with Article VII.

4.3. Withdrawals or Resignations. Any Member who is under an obligation to render services to the Company may withdraw or resign as a Member at any time upon 120 days prior written notice to the Company, without prejudice to the rights, if any, of the Company or the other Members under any contract to which the withdrawing Member is a party. The resigning or withdrawing Member and the Company shall negotiate in good faith to arrange for the repurchase of the Economic Interest of the resigning or withdrawing Member.

4.4. Transactions with the Company. Subject to any limitations set forth in this Agreement and with the prior approval of the Managers after full disclosure of the Member’s involvement, a Member may lend money to and transact other business with the Company. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a Person who is not a Member.

4.5. Remuneration to Members. Except as otherwise authorized in, or pursuant to, this Agreement, no Member is entitled to remuneration for acting in the Company business, subject to the entitlement of Managers or Members winding up the affairs of the Company to reasonable compensation pursuant to Section 9.3.

4.6. Members are not Agents. Pursuant to Section 5.1 and the Articles, the management of the Company is vested in the Managers. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind nor execute any instrument on behalf of the Company.

4.7. Voting Rights. Except as expressly provided in this Agreement or the Articles, Members shall have no voting, approval or consent rights. Members shall have the right to approve or disapprove matters as specifically stated in this Agreement, including the following:

A. Approval of a Majority in Interest. The following matters shall require the vote, approval or consent of a Majority in Interest of Members who are not the subject of a Dissolution Event or an assignor of a Membership Interest:

(i) Section 3.2 on additional Capital Contributions;

(ii) Section 4.2 on admission of new Members;

(iii) Section 5.3.B on other limitations on the Managers’ authority;

(iv) Section 5.7 on transactions with the Managers and Affiliates of the Managers.

(v) Section 5.10.A on management fees payable to Managers.

(vi) Except as provided in Section 7.4, the transfer of a Membership Interest and admission of the assignee as a Member of the Company.

(vii) Section 9.1 on dissolving the Company.

(viii) A decision to continue the business of the Company after the occurrence of a Dissolution Event.

(ix) Any amendment of the Articles or this Agreement.

In all matters in which a vote, approval or consent of the Members is required, a vote, consent or approval of Members holding a Majority Interest (or, in instances in which there are defaulting members, non-defaulting Members who hold a majority of the Percentage Interests held by all nondefaulting Members) shall be sufficient to authorize or approve such act.

B. Election of Managers. Managers shall be elected by the Members exercising voting rights as holders of Units applying cumulative voting right mechanics as provided in Section 708 of the California Corporations Code.

4.8. Meetings of Members.

A. Date. Time and Place of Meetings of Members: Secretary. Meetings of Members may be held at such date, time and place within or without the State of California as the Managers may fix from time to time, or if there are two or more Managers and they are unable to agree to such time and place, Members holding a Majority Interest shall determine the time and place. No annual or regular meetings of Members is required. At any Members’ meeting, the Managers shall appoint a person to preside at the meeting and a person to act as secretary of the meeting. The secretary of the meeting shall prepare minutes of the meeting which shall be placed in the minute books of the Company.

B. Power to Call Meetings. Unless otherwise prescribed by the Act or by the Articles, meetings of the Members may be called by any Manager, or upon written demand of Members holding more than ten percent (10%) of the Percentage Interests for the purpose of addressing any matters on which the Members may vote.

C. Notice of Meeting. Written notice of a meeting of Members shall be sent or otherwise given to each Member in accordance with Section 4.8.D not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting. Upon written request to a Manager by any person entitled to call a meeting of Members, the Managers shall immediately cause notice to be given to the Members entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than ten (10) days nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person entitled to call the meeting may give the notice.

D. Manner of Giving Notice: Affidavit of Notice. Notice of any meeting of Members shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice. If no such address appears on the Company’s books or is given, notice shall be deemed to have been given if sent to that Member by first-class mail, telegram, facsimile or other written communication to the Company’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a Member at the address of that Member appearing on the books of the Company is returned to the Company by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the Member at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the Member on written demand of the Member at the principal executive office of the Company for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any meeting shall be executed by the Manager or any secretary, assistant secretary, or any transfer agent of the Company giving the notice, and shall be filed and maintained in the minute book of the Company.

E. Validity of Action. Any action approved at a meeting, other than by unanimous approval of those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

F. Quorum. The presence in person or by proxy of the holders of a Majority Interest shall constitute a quorum at a meeting of Members. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum (other than adjournment) is approved by at least Members holding a Majority Interest.

G. Adjourned Meeting: Notice. Any Members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Membership Interests represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 4.8.F. When any meeting of Members is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is subsequently fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Managers shall set a new record date. At any adjourned meeting the Company may transact any business which might have been transacted at the original meeting.

H. Waiver of Notice or Consent. The actions taken at any meeting of Members however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if’, either before or after the meeting, each of the Members entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company records or made a part of the minutes of the meeting.

Attendance of a person at a meeting shall constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the meeting. Neither the business to be transacted nor the purpose of any meeting of Members need be specified in any written waiver of notice except as provided in Section 4.8.E.

I. Action by Written Consent without a Meeting. Any action that may be taken at a meeting of Members may be taken without a meeting, if a consent in writing

setting forth the action so taken, is signed and delivered to the Company within sixty (60) days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote on that action at a meeting were present and voted. All such consents shall be filed with the Managers or the secretary, if any, of the Company and shall be maintained in the Company records. Any Member giving a written consent, or the Member’s proxy holders, may revoke the consent by a writing received by the Managers or secretary, if any, of the Company before written consents of the number of votes required to authorize the proposed action have been filed.

Unless the consents of all Members entitled to vote have been solicited in writing, (i) notice of any Member approval of an amendment to the Articles or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent, shall be given at least ten (10) days before the consummation of the action authorized by such approval, and (ii) prompt notice shall be given of the taking of any other action approved by Members without a meeting by less than unanimous written consent, to those Members entitled to vote who have not consented in writing.

J. Telephonic Participation by Member at Meetings. Members may participate in any Members’ meeting through the use of any means of conference telephones or similar communications equipment as long as all Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting.

K. Record Date. In order that the Company may determine the Members of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any distribution or to exercise any rights in respect of any other lawful action, a Manager, or Members representing more than ten percent (10%) of the Percentage Interests may fix, in advance, a record date, that is not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting and not more than sixty (60) days prior to any other action. If no record date is fixed:

(i) The record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(ii) The record date for determining Members entitled to give consent to Company action in writing without a meeting shall be the day on which the first written consent is given.

(iii) The record date for determining Members for any other purpose shall be at the close of business on the day on which the Managers adopt the resolution relating thereto, or the 60th day prior to the date of the other action, whichever is later.

(iv) The determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting unless a Manager or the Members who called the meeting fix a new record date for the adjourned meeting, but the Manager or the Members who called the meeting shall fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

L. Proxies. Every Member entitled to vote for Managers or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Managers or secretary, if any, of the Company. A proxy shall be deemed signed if the Member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the Member or the Member’s attorney in fact. A proxy may be transmitted by an oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the Member or the Member’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Company stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Company before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Corporations Code Sections 705(e) and 705(f).

4.9. Membership Interest / Unit Certificates.

A. Certificate. A Membership Interest may be represented by a Unit Certificate. The exact contents of a Unit Certificate may be determined by action of the Managers but shall be issued substantially in conformity with the following requirements. The Unit Certificates shall be respectively numbered serially, as they are issued, and shall be signed by the Managers or officers of the Company. Each Unit Certificate shall state the name of the Company, the fact that the Company is organized under the laws of the State of California as a limited liability company, the name of the person to whom issued, the date of issue, and the number and class of Units represented thereby. A statement of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights of the Membership Interest, if any, shall be set forth in full or summarized on the face or back of the Unit Certificates which the Company shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any holder of a Unit Certificate upon request without charge. Each Unit Certificate shall be otherwise in such form as may be determined by the Managers.

B. Cancellation of Unit Certificate. All Unit Certificates surrendered to the Company for transfer shall be canceled and no new Unit Certificates shall be issued in lieu thereof until the former certificates for a like number of Membership Interests shall have

been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

C. Replacement of Lost, Stolen or Destroyed Certificate. Any Member claiming that such Member’s Unit Certificate is lost, stolen, or destroyed may make an affidavit or affirmation of that fact and request a new certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably as required by the Managers, a new certificate may be issued of the same tenor and representing the same Membership Interest as was represented by the certificate alleged to be lost, stolen, or destroyed.

5. MANAGEMENT AND CONTROL OF THE COMPANY

5.1. Management of the Company by Managers.

A. Exclusive Management by Managers. The business, property and affairs of the Company shall be managed exclusively by the Managers. Except for situations in which the approval of the Members is expressly required by the Articles or this Agreement, the Managers shall have full, complete and exclusive authority, power, and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, property and affairs.

B. Meetings of Managers. Meetings of the Managers may be called by any Manager or by the chairperson, president, any vice-president or the secretary. All meetings shall be held upon four (4) days notice by mail or forty-eight (48) hours notice delivered personally or by telephone, telegraph or facsimile. A notice need not specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. A majority of the Managers present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Managers who are not present at the time of the adjournment. Meetings of the Managers may be held at any place within or without the State of California which has been designated in the notice of the meeting or at such place as may be approved by the Managers. Managers may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. A majority of the authorized number of Managers constitutes a quorum of the Managers for the transaction of business. Except to the extent that this Agreement expressly requires the approval of all Managers, every act or decision done or made by a majority of the Managers present at a meeting duly held at which a quorum is present is the act of the Managers. A meeting at which a quorum is initially present may continue to transact business notwithstanding the

withdrawal of Managers, if any action taken is approved by at least a majority of the required quorum for such meeting. The provisions of this Section 5.1.B apply also to committees of the Managers and actions taken by such committees.

Any action required or permitted to be taken by the Managers may be taken by the Managers without a meeting, if a majority of the Managers individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a majority vote of such Managers.

The provisions of this Section 5.1.B govern meetings of the Managers if the Managers elect, in their discretion, to hold meetings. However, nothing in this Section 5.1.B or in this Agreement is intended to require that meetings of Managers be held, it being the intent of the Members that meetings of Managers are not required.

5.2. Election of Managers.

A. Number, Term, and Qualifications. The Company shall initially have one (1) Manager. The number of Managers of the Company shall be fixed from time to time by the affirmative vote or written consent of Members holding a Majority Interest, provided that in no instance shall there be less than one Manager. Unless such Manager resigns or is removed, each Manager shall hold office until a successor shall have been elected and qualified. Managers shall be elected by the affirmative vote or written consent of Members holding a Majority Interest. A Manager need not be a Member, an individual, a resident of the State of California, or a citizen of the United States. Managers shall be elected by the Members exercising voting rights as holders of Units applying cumulative voting-right mechanics as provided in Section 708 of the California Corporations Code.

B. Resignation. Any Manager may resign at any time by giving written notice to the Members and remaining Managers without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of a Member.

C. Removal. All or any lesser number of Managers may be removed at any time, with or without cause, by the affirmative vote of Members holding a Majority Interest at a meeting called expressly for that purpose, or by the written consent of the Members holding a Majority Interest. Any removal shall be without prejudice to the rights, if any, of the Manager under any employment contract and, if the Manager is also a Member, shall not affect the Manager’s rights as a Member or constitute a withdrawal of a Member.

A Manager also may be removed by the affirmative vote or written consent of a majority of the remaining Managers if such Manager becomes incapable of fulfilling such Manager’s obligations under this Agreement because of injury or physical or mental illness and such incapacity shall exist for thirty (30) working days in the aggregate during any consecutive six (6) month period.

D. Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled by the affirmative vote or written consent of Members holding a Majority Interest.

5.3. Powers of Managers.

A. Powers of Managers. Without limiting the generality of Section 5.1, but subject to Section 5.3.B and to the express limitations set forth elsewhere in this Agreement, the Managers shall have all necessary powers to manage and carry out the purposes, business, property, and affairs of the Company, including, without limitation, the power to exercise on behalf and in the name of the Company all of the powers described in Corporations Code Section 17003.

B. Limitations on Power of Managers. The Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority in Interest of the Members:

(i) The sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in multiple transactions over a six-month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution.

(ii) The merger of the Company with another limited liability company or limited partnership, provided in no event shall a Member be required to become a general partner in a merger with a limited partnership without his express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.

(iii) The merger of the Company with a corporation or a general partnership or other Person, provided in no event shall a Member be required to become a partner in a merger with a general partnership without his or her express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.

(iv) An act which would make it impossible to carry on the ordinary business of the Company.

5.4. Members Have No Managerial Authority. The Members shall have no power to participate in the management of the Company except as expressly authorized by this Agreement or the Articles and except as expressly required by the Act. Unless expressly and duly authorized in writing to do so by a Manager or Managers, no Member shall have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, or to render it liable for any purpose.

5.5. Performance of Duties: Liability of Managers. The Managers shall perform their managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. A Manager, however, shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit,

gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager.

In performing their duties, the Managers shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the manner in question that would cause such reliance to be unwarranted and provided that the Managers act in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

A. one or more officers, employees or other agents of the Company whom the Managers reasonably believe to be reliable and competent in the matters presented;

B. any attorney, independent accountant, or other person as to matters which the Managers reasonably believe to be within such person’s professional or expert competence; or

C. a committee upon which the Managers do not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Managers reasonably believe to merit competence.

5.6. Devotion of Time. The Managers are not obligated to devote all of their time or business efforts to the affairs of the Company. The Managers shall devote whatever time, effort, and skill as they deem appropriate for the operation of the Company.

5.7. Transactions between the Company and the Managers. Notwithstanding that it may constitute a conflict of interest, the Managers may, and may cause their Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from Persons capable of similarly performing them and in similar transactions between parties operating at arm’s length, and provided that a Majority Interest of the Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction.

A transaction between the Managers and/or their Affiliates, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arm’s length if a Majority Interest of the Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction.

5.8. Payments to Managers. Except as specified in this Agreement, no Manager or Affiliate of a Manager is entitled to remuneration for services rendered or goods provided to the Company. The Managers and their Affiliates shall receive only the following payments:

A. Management Fee. Excepting duly elected officers of the Company, who shall serve without further compensation, the Company shall pay each Manager an annual fee for services in connection with the management of the Company in the amount of ONE THOUSAND DOLLARS ($1,000.00). Such fee may be changed from time to time only by an affirmative vote of Members holding at least a Majority in Interest, and no Manager shall be prevented from receiving any fee because the Manager is also a Member of the Company.

B. Services Performed by Managers or Affiliates. The Company shall pay the Managers or Affiliates of the Managers for services rendered or goods provided to the extent that the Managers are not required to render such services or goods themselves without charge to the Company, and to the extent that the fees paid to such Managers or Affiliates do not exceed the fees that would be payable to an independent responsible third party that is willing to perform such services or provide such goods.

C. Expenses. The Company shall reimburse the Managers and their Affiliates for the actual cost of goods and materials used for or by the Company. The Company shall also pay or reimburse the Managers or their Affiliates for organizational expenses (including, without limitation, legal and accounting fees and costs) incurred to form the Company and prepare the Articles and this Agreement and other operating costs incurred for the benefit of the Company which are ordinary and necessary excepting certain indirect expenses to be borne by the Managers as per Company policy.

5.9. Acts of Managers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other person, when signed by at least two Managers (or by one Manager if the Articles state that the Company is managed by only one Manager), is not invalidated as to the Company by any lack of authority of the signing Managers or Manager in the absence ^®f actual knowledge on the part of the other person that the signing Managers or Manager had no authority to execute the same.

5.10. Officers.

A. Appointment of Officers. The Managers may appoint officers at any time. The officers of Company, if deemed necessary by the Managers, may include a chairperson, president, vice president, secretary, and chief financial officer. The officers shall serve at the pleasure of the Managers, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. No officer need be a resident of the State of California or citizen of the United States. If a Manager is not an individual, such Manager’s officers may serve as officers of Company if elected by the Members. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Managers. The officers elected to serve commencing upon formation are set forth on Exhibit B.

B. Removal, Resignation and Filling of Vacancy of Officers. Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Managers at any time.

Any officer may resign at any time by giving written notice to the Managers. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

C. Salaries of Officers. Subject to Sections 5.10 and 5.11, the salaries of all officers and agents of the Company shall be fixed by a resolution of the Managers. The Managers serving as Officers shall initially serve without compensation other than that paid to them in their capacity as Managers.

D. Duties and Powers of the Chairman. The chairman shall, if present, preside at meetings of the Members and the Managers, and exercise and perform such other powers and duties as may from time to time be assigned to him by the Managers or prescribed by this Agreement.

E. Duties and Powers of the President. Subject to such supervisory powers, if any, as may be given by the Managers to the chairperson, if there be such an officer, the president shall be the chief executive officer of the Company, and shall, subject to the control of the Managers, have general and active management of the business of the Company and shall see that all orders and resolutions of the Members and Managers are carried into effect. Such Member shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Managers or this Agreement.

F. Duties and Powers of Vice-President. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by a resolution of the Managers, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Managers by resolution may from time to time prescribe.

G. Duties and Powers of Secretary. The secretary shall attend all meetings of the Managers and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Managers. The Managers may appoint assistant secretaries to assist the Secretary as the Secretary shall determine.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Managers, a register, or a duplicate register, showing the names of all Members and their addresses, their Units, the number and date of Unit Certificates issued for the same, and the number and date of cancellation of every Unit Certificate surrendered for cancellation.

The secretary shall also keep all documents described in Section 8.1 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

H. Duties and Powers of Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, Membership Interests and Economic Interests. The books of account shall at all reasonable times be open to inspection by any Manager.

The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Managers.

The chief financial officer shall disburse the funds of the Company as may be ordered by the Managers, taking proper vouchers for such disbursements, and shall render to the president and the Managers, at their regular meetings, or when Members so require, at a meeting of the members an account of all such Member’s transactions as treasurer and of the financial condition of the Company.

The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement or from time to time by the Managers. The chief financial officer shall have the general duties, powers and responsibility of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.

I. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the chairperson of the board, the president or any vice president and any secretary, any assistant secretary, the chief financial officer, or any assistant treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officers had no authority to execute the same.

J. Signing Authority of Officers. Subject to Section 5.3.B and any restrictions imposed by the Managers, any officer or any authorized representative, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company’s accounts. All checks, drafts, and other instruments obligating the Company to pay money in any amount may be signed by the Chief Financial Officer or any person or persons designated authorized signatories by the Chief Financial Officer.

5.11. Limited Liability. No person who is a Manager or officer or both a Manager and officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Manager or officer or both a Manager and officer of the Company.

6. ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS

6.1. Allocations of Net Profit and Net Loss. Net Profits and Net Losses shall be allocated among the Members based on the manner in which Distributable Cash is distributed to such Members.

6.2. Code Section 704(c) Allocations. Notwithstanding any other provision in this Article VI, in accordance with Code Section 704(c) and the Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 6.2 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing a Member’s Capital Account or share of profits, losses, or other items of distributions pursuant to any provision of this Agreement.

6.3. Allocation of Net Profits and Losses and Distributions in Respect of a Transferred Interest. If any Membership Interest is transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any Fiscal Year of the Company, each item of income, gain, loss, deduction, or credit of the Company for such Fiscal Year shall be assigned pro rata to each day in the particular period of such fiscal year to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated to the Member based upon such Member’s respective Membership Interest at the close of such day.

However, for the purpose of accounting convenience and simplicity, the Company shall treat a transfer of, or an increase or decrease in, a Membership Interest which occurs at any time during a semimonthly period (commencing with the semimonthly period including the date hereof) as having been consummated on the last day of such semimonthly period, regardless of when during such semimonthly period such transfer, increase, of decrease actually occurs (i.e., sales and dispositions made during the first fifteen (15) days of any month will be deemed to have been made on the 15th day of the month).

Notwithstanding any provision above to the contrary, gain or loss of the Company realized in connection with a sale or other disposition of any of the assets (other than in the ordinary course of business) of the Company shall be allocated solely to the parties owning Membership Interests as of the date such sale or other disposition occurs.

6.4. Distribution of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Managers may elect from time to time to

distribute Distributable Cash to the Members, which distributions shall be in the following order of priority:

(i) First to the holders of the Preferred Units in an amount equal to distributions provided for in Preferred Unit Certificates until such time as they shall have received cumulative distributions in accordance with the terms of said Certificates.

(ii) All remaining Distributable Cash shall be distributed to the Members in accordance with their Percentage Interests.

All such distributions shall be made only to the Persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor any Manager shall incur any liability for making distributions in accordance with this Section 6.4.

6.5. Form of Distribution. A Member, regardless of the nature of the Member’s Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Members. Except upon a dissolution and the winding up of the Company, no Member may be compelled to accept a distribution of any asset in kind.

6.6. Restriction on Distributions.

A. No distribution shall be made if, after giving effect to the distribution:

(i) The Company would not be able to pay its debts as they become due in the usual course of business.

(ii) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution.

B. The Managers may base a determination that a distribution is not prohibited on any of the following:

(i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.

(ii) A fair valuation.

(iii) Any other method that is reasonable in the circumstances.

Except as provided in Section 17254(e) of the Corporations Code, the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within 120 days after the date of authorization, or the date payment is made if it occurs more than 120 days after the date of authorization.

C. A Member or Manager who votes for a distribution in violation of this Agreement or the Act is personally liable to the Company for the amount of the

distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with Section 6.6.B or Section 9.4. Any Member or Manager who is so liable shall be entitled to compel contribution from (i) each other Member or Manager who also is so liable and (ii) each Member for the amount the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

6.7. Return of Distributions. Except for distributions made in violation of the Act or this Agreement, no Member or Economic Interest Owner shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Economic Interest Owner or paid by a Member or Economic Interest Owner for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Economic Interest Owner.

6.8. Obligations of Members to Report Allocations. The Members are aware of the income tax consequences of the allocations made by this Article VI and hereby agree to be bound by the provisions of this Article VI in reporting their shares of Company income and loss for income tax purposes.

7. TRANSFER AND ASSIGNMENT OF INTERESTS

7.1. Transfer and Assignment of Interests. No Member shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Member’s Membership Interest except with the prior written consent of all of the Managers and a Majority in Interest of the other Members, which consent may be given or withheld, conditioned or delayed (as allowed by this Agreement or the Act), as the other Members may determine in their sole discretion. Transfers in violation of this Article VII shall only be effective to the extent set forth in Section 7.7. After the consummation of any transfer of any part of a Membership Interest, the Membership Interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement.

7.2. Further Restrictions on Transfer of Interests. In addition to other restrictions found in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Member’s Membership Interest: (i) without compliance with Section 11.10, and (ii) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Company under the Code, as determined by the Managers.

7.3. Substitution of Members. A transferee of a Membership Interest shall have the right to become a substitute Member only if (i) the requirements of Sections 7.1 and 7.2 relating to unanimous consent of the Managers and a Majority in Interest of the Members, securities and tax requirements hereof are met, (ii) such Person executes an instrument satisfactory to the Managers accepting and adopting the terms and provisions of this Agreement, and (iii) such

person pays any reasonable expenses in connection with such Member’s admission as a new Member. The admission of a substitute Member shall not result in the release of the Member who assigned the Membership Interest from any liability that such Member may have to the Company.

7.4. Family and Affiliate Transfers. The Membership Interest of any Member may be transferred subject to compliance with Section 7.2, and without the prior written consent of all Members as required by Section 7.1, upon consent of all of the Managers, which shall not be unreasonably withheld, by the Member (i) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Member, or to a trust for the benefit of the Member or such spouse, parent, sibling, in-law, child or grandchild of the Member, or (ii) to any Affiliate of the Member; it being agreed that in executing this Agreement, each Member has consented to such transfers.

7.5. Effective Date of Permitted Transfers. Any permitted transfer of all or any portion of a Membership Interest shall be effective as of the date provided in Section 6.3 following the date upon which the requirements of Sections 7.1, 7.2 and 7.3 have been met. The Managers shall provide the Members with written notice of such transfer as promptly as possible after the requirements of Sections 7.1, 7.2 and 7.3 have been met. Any transferee of a Membership Interest shall take subject to the restrictions on transfer imposed by this Agreement.

7.6. Rights of Legal Representatives. If a Member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Member’s person or property, the Member’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member’s rights for the purpose of settling the Member’s estate or administering the Member’s property, including any power the Member has under the Articles or this Agreement to give an assignee the right to become a Member. If a Member is a corporation, trust, or other entity and is dissolved or terminated, the powers of that Member may be exercised by such Member’s legal representative or successor.

7.7. No Effect to Transfers in Violation of Agreement. Upon any transfer of a Membership Interest in violation of this Article VII, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Company or to exercise any rights of a Member. Such transferee shall only be entitled to become an Economic Interest Owner and thereafter shall only receive the share of one or more of the Company’s Net Profits, Net Losses and distributions of the Company’s assets to which the transferor of such Economic Interest would otherwise be entitled. Notwithstanding the immediately preceding sentences, if, in the determination of the Managers, a transfer in violation of this Article VII would cause the termination of the Company under the Code, in the sole discretion of the Managers, the transfer shall be null and void and the purported transferee shall not become either a Member or an Economic Interest Owner.

Upon and contemporaneously with any transfer, assignment, conveyance or sale (whether arising out of an attempted charge upon that Member’s Economic Interest by judicial process, a foreclosure by a creditor of the Member or otherwise) of a Member’s Economic Interest which does not at the same time transfer the balance of the rights associated with the Membership Interest transferred by the Member (including, without limitation, the rights of the Member to vote or participate in the management of the business, property and affairs of the Company), the Company shall purchase from the Member, and the Member shall sell to Company for a purchase

price of $100, all remaining rights and interests retained by the Member that immediately before the transfer, assignment, conveyance or sale were associated with the transferred Economic Interest. Such purchase and sale shall not, however, result in the release of the Member from any liability to the Company as a Member.

Each Member acknowledges and agrees that the right of the Company to purchase such remaining rights and interests from a Member who transfers a Membership Interest in violation of this Article VII is not unreasonable under the circumstances existing as of the date hereof.

7.8. Purchase Terms Varied by Agreement. Nothing contained herein is intended to prohibit Members from agreeing upon other terms and conditions for the purchase by the Company or any Member of the Membership Interest of any Member in the Company desiring to retire, withdraw or resign, in whole or in part, as a Member.

8. ACCOUNTING, RECORDS, REPORTING BY MEMBERS

8.1. Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for federal income tax purposes. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office in California all of the following:

A. A current list of the full name and last known business or residence address of each Member and Economic Interest Owner set forth in alphabetical order, together with the Capital Contributions, Capital Account and Percentage Interest of each Member and Economic Interest Owner;

B. A current list of the full name and business or residence address of each Manager;

C. A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed;

D. Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;

E. A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

F. Copies of the financial statements of the Company, if any, for the six most recent Fiscal Years; and

G. The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

8.2. Delivery to Members and Inspection.

A. Upon the request of any Member or Economic Interest Owner for purposes reasonably related to the interest of that Person as a Member or Economic Interest Owner,

the Managers shall promptly deliver to the requesting Member or Economic Interest Owner, at the expense of the Company, a copy of the information required to be maintained by Sections 8.1.A, B and D, and a copy of this Agreement.

B. Each Member, Manager and Economic Interest Owner has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Member, Manager or Economic Interest Owner, to:

(i) inspect and copy during normal business hours any of the Company records described in Sections 8.1.A through G; and

(ii) obtain from the Managers, promptly after their becoming available, a copy of the Company’s federal, state, and local income tax or information returns for each Fiscal Year.

C. Any request, inspection or copying by a Member or Economic Interest Owner under this Section 8.2 may be made by that Person or that Person’s agent or attorney.

D. The Managers shall promptly furnish to a Member a copy of any amendment to the Articles or this Agreement executed by a Manager pursuant to a power of attorney from the Member.

8.3. Annual Statements.

A. The Managers shall cause an annual report to be sent to each of the Members not later than 120 days after the close of the Fiscal Year. The report shall contain a balance sheet, an income statement and a statement of Members’ Capital Accounts as of the end of the Fiscal Year.

B. The Managers shall cause to be prepared at least annually, at Company expense, information necessary for the preparation of the Members and Economic Interest Owners’ federal and state income tax returns. The Managers shall send or cause to be sent to each Member or Economic Interest Owner within a reasonable time after the end of each taxable year such information as is necessary to complete federal and state income tax or information returns.

C. The Managers shall cause to be filed at least annually with the California Secretary of State the statement required under California Corporations Code Section 17060.

8.4. Financial and Other Information. The Managers shall provide such financial and other information relating to the Company or any other Person in which the Company owns, directly or indirectly, an equity interest, as a Member may reasonably request. The Managers shall distribute to the Members, promptly after the preparation or receipt thereof by the Managers, any financial or other information relating to any Person in which the Company owns, directly or indirectly, an equity interest, including any filings by such Person under the Securities Exchange Act of 1934, as amended, that is received by the Company with respect to any equity interest of the Company in such Person.

8.5. Filings. The Managers, at Company expense, shall cause the income tax returns for the Company to be prepared and timely filed with the appropriate authorities. The Managers, at Company expense, shall also cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, amendments to, or restatements of, the Articles and all reports required to be filed by the Company with those entities under the Act or other then current applicable laws, rules, and regulations. If a Manager required by the Act to execute or file any document fails, after demand, to do so within a reasonable period of time or refuses to do so, any other Manager or Member may prepare, execute and file that document with the California Secretary of State.

8.6. Bank Accounts. The Managers shall maintain the funds of the Company in one or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person.

8.7. Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Managers. The Managers may rely upon the advice of their accountants as to whether such decisions are in accordance with accounting methods followed for federal income tax purposes.

8.8. Tax Matters for the Company Handled by Managers and Tax Matters Member. The Managers shall from time to time cause the Company to make such tax elections as they deem to be in the best interests of the Company and the Members. The Tax Matters Member, as defined in Code Section 6231, shall represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Company funds for professional services and costs associated therewith. The Tax Matters Member shall oversee the Company tax affairs in the overall best interests of the Company. If, for any reason, the Tax Matters Member can no longer serve in that capacity or ceases to be a Member or Manager, as the case may be, Members holding a Majority Interest may designate another to be Tax Matters Member.

9. DISSOLUTION AND WINDING UP

9.1. Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following:

A. Upon the happening of any event of dissolution specified in the Articles;

B. Upon the entry of a decree of judicial dissolution pursuant to Section 17351 of the Corporations Code;

C. Upon the vote of Members holding a Majority in Interest or of non-defaulting Members holding a majority of the Percentage Interests held by all non-defaulting Members;

D. The occurrence of a Dissolution Event and the failure of the Remaining Members to consent in accordance with Section 9.1 to continue the business of the Company within ninety (90) days after the occurrence of such event; or

E. The sale of all or substantially all of the assets of Company.

9.2. Certificate of Dissolution. As soon as possible following the occurrence of any of the events specified in Section 9.1, the Managers who have not wrongfully dissolved the Company or, if none, the Members, shall execute a Certificate of Dissolution in such form as shall be prescribed by the California Secretary of State and file the Certificate as required by the Act.

9.3. Winding Up. Upon the occurrence of any event specified in Section 9.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Managers who have not wrongfully dissolved the Company or, if none, the Members, shall be responsible for overseeing the winding up and liquidation of Company, shall take full account of the liabilities of Company and assets, shall either cause its assets to be sold or distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 9.5. The Persons winding up the affairs of the Company shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company. The Managers or Members winding up the affairs of the Company shall be entitled to reasonable compensation for such services.

9.4. Distributions in Kind. Any noncash asset distributed to one or more Members shall first be valued at its fair market value to determine the Net Profit or Net Loss that would have resulted if such asset were sold for such value, such Net Profit or Net Loss shall then be allocated pursuant to Article VI, and the Members’ Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). The fair market value of such asset shall be determined by the Managers or by the Members or if any Member objects by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) selected by the Manager or liquidating trustee and approved by the Members.

9.5. Order of Payment of Liabilities Upon Dissolution.

A. After determining that all known debts and liabilities of the Company in the process of winding-up, including, without limitation, debts and liabilities to Members who are creditors of the Company, have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after taking into account income and loss allocations for the Company’s taxable year during which liquidation occurs. Such liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.

B. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means:

(i) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible persons or by the United States government

or any agency thereof, and the provision, including the financial responsibility of the Person, was determined in good faith and with reasonable care by the Members or Managers to be adequate at the time of any distribution of the assets pursuant to this Section.

(ii) The amount of the debt or liability has been deposited as provided in Section 2008 of the Corporations Code.

This Section 9.5.B shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

9.6. Compliance with Regulations. All payments to the Members upon the winding up and dissolution of Company shall be strictly in accordance with the positive capital account balance limitation and other requirements of Regulations Section 1.704-1(b)(2)(ii)(d).

9.7. Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall be entitled to look solely at the assets of Company for the return of such Member’s positive Capital Account balance and shall have no recourse for such Member’s Capital Contribution and/or share of Net Profits (upon dissolution or otherwise) against the Managers or any other Member except as provided in Article X.

9.8. Certificate of Cancellation. The Managers or Members who filed the Certificate of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the California Secretary of State, a certificate of cancellation of the Articles upon the completion of the winding up of the affairs of the Company.

9.9. No Action for Dissolution. Except as expressly permitted in this Agreement, a Member shall not take any voluntary action that directly causes a Dissolution Event. The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 9.1. This Agreement has been drawn carefully to provide fair treatment of all parties and equitable payment in liquidation of the Economic Interests. Accordingly, except where the Managers have failed to liquidate the Company as required by this Article IX, each Member hereby waives and renounces such Member’s right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 9.9 shall be monetary damages only (and not specific performance), and the damages may be offset against distributions by the Company to which such Member would otherwise be entitled.

10. INDEMNIFICATION AND INSURANCE

10.1. Indemnification of Agents. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such Member is or was a Member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager,

officer, employee or agent, such Member is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an “agent”), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The

Managers shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any Person entitled to be indemnified by the Company hereunder, upon such terms and conditions as the Managers deem appropriate in their business judgment.

10.2. Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Person who is or was an agent of the Company against any liability asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as an agent, whether or not the Company would have the power to indemnify such Person against such liability under the provisions of Section 10.1 or under applicable law.

11. INVESTMENT REPRESENTATIONS

Each Member hereby represents and warrants to, and agrees with, the Managers, the other Members, and the Company as follows:

11.1. Preexisting Relationship or Experience. (i) If Such Member has a preexisting personal or business relationship with the Company or one or more of its officers, Managers or control persons or (ii) by reason of such Member’s business or financial experience, or by reason of the business or financial experience of such Member’s financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, such Member is capable of evaluating the risks and merits of an investment in the Membership Interest and of protecting such Member’s own interests in connection with this investment.

11.2. No Advertising. Such Member has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Membership Interest.

11.3. Investment Intent. Such Member is acquiring the Membership Interest for investment purposes for such Member’s own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interest. No other person will have any direct or indirect beneficial interest in or right to the Membership Interest.

11.4. Purpose of Entity. If the Member is a corporation, partnership, limited liability company, trust, or other entity, it was not organized for the specific purpose of acquiring the Membership Interest.

11.5. Residency. Such Member is a resident of the State of California or Washington.

11.6. Economic Risk. Such Member is financially able to bear the economic risk of an investment in the Membership Interest, including the total loss thereof.

11.7. No Registration of Membership Interest. Such Member acknowledges that the Membership Interest has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or qualified under the California Corporate Securities Law of 1968, as amended, or any other applicable blue sky laws in reliance, in part, on such Member’s representations, warranties, and agreements herein.

11.8. Membership Interest in Restricted Security. Such Member understands that the Membership Interest is a “restricted security” under the Securities Act in that the Membership Interest will be acquired from the Company in a transaction not involving a public offering, and that the Membership Interest may be resold without registration under the Securities Act only in certain limited circumstances and that otherwise the Membership Interest must be held indefinitely. In this connection, such Member understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for that Rule to be available for resale of “restricted securities,” including the requirement that the securities must be held for at least two years after purchase thereof from the Company prior to resale (three years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. Such Member understands that the Company has not made such information available to the public and has no present plans to do so.

11.9. No Obligation to Register. Such Member represents, warrants, and agrees that the Company and the Managers are under no obligation to register or qualify the Membership Interest under the Securities Act or under any state securities law, or to assist him or her in complying with any exemption from registration and qualification.

11.10. No Disposition in Violation of Law. Without limiting the representations set forth above, and without limiting Article VII of this Agreement, such Member will not make any disposition of all or any part of the Membership Interest which will result in the violation by him or her or by the Company of the Securities Act, the California Corporate Securities Law of 1968, or any other applicable securities laws. Without limiting the foregoing, such Member agrees not to make any disposition of all or any part of the Membership Interest unless and until:

A. There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement and any applicable requirements of state securities laws; or

B. (i) such Member has notified the Company of the proposed disposition and has furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (ii) if reasonably requested by the Managers, such Member has furnished the Company with a written opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable state securities law.

C. In the case of any disposition of all or any part of the Membership Interest pursuant to SEC Rule 144, in addition to the matters set forth in Section 12.11B, such Member shall promptly forward to the Company a copy of any Form 144 filed with the SEC with respect to such disposition and a letter from the executing broker satisfactory to the Company evidencing compliance with SEC Rule 144. If SEC Rule 144 is amended or

if the SEC’s interpretations thereof in effect at the time of any such disposition have changed from its present interpretations thereof, such Member shall provide the Company with such additional documents as the Managers may reasonably require.

11.11. Legends. such Member understands that the Unit Certificates (if any) evidencing the Membership Interest may bear one or all of the following legends:

A. “THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS, AND CONDITIONS WHICH ARE SET FORTH HEREIN.”

B. Any legend required by applicable state securities laws.

11.12. Investment Risk. Such Member acknowledges that the Membership Interest is a speculative investment which involves a substantial degree of risk of loss by him or her of such Member’s entire investment in the Company, that such Member understands and takes full cognizance of the risk factors related to the purchase of the Membership Interest, and that the Company is newly organized and has no financial or operating history.

11.13. Investment Experience. Such Member is an experienced investor in unregistered and restricted securities of limited liability companies or limited partnerships.

11.14. Restrictions on Transferability. Such Member acknowledges that there are substantial restrictions on the transferability of the Membership Interest pursuant to this Agreement, that there is no public market for the Membership Interest and none is expected to develop, and that, accordingly, it may not be possible for him or her to liquidate such Member’s investment in the Company.

11.15. Information Reviewed. Such Member has received and reviewed all information such Member considers necessary or appropriate for deciding whether to purchase the Membership Interest. Such Member has had an opportunity to ask questions and receive answers from the Company and its officers, Managers and employees regarding the terms and conditions of purchase of the Membership Interest and regarding the business, financial affairs, and other aspects of the Company and has further had the opportunity to obtain all information (to the extent the Company possesses or can acquire such information without unreasonable effort or expense) which such Member deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to him or her.

11.16. No Representations By Company. Neither any Manager, any agent or employee of the Company or of any Manager, or any other Person has at any time expressly or implicitly represented, guaranteed, or warranted to him or her that such Member may freely transfer the Membership Interest, that a percentage of profit and/or amount or type of consideration will be realized as a result of an investment in the Membership Interest, that past performance or experience on the part of the Managers or their Affiliates or any other person in any way indicates

the predictable results of the ownership of the Membership Interest or of the overall Company business, that any cash distributions from Company operations or otherwise will be made to the Members by any specific date or will be made at all, or that any specific tax benefits will accrue as a result of an investment in the Company.

11.17. Consultation with Attorney. Such Member has been advised to consult with such Member’s own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent such Member considers necessary.

11.18. Tax Consequences. Such Member acknowledges that the tax consequences to such Member of investing in the Company will depend on such Member’s particular circumstances, and neither the Company, the Managers, the Members, nor the partners, shareholders, members, managers, agents, officers, directors, employees, Affiliates, or consultants of any of them will be responsible or liable for the tax consequences to him or her of an investment in the Company. Such Member will look solely to, and rely upon, such Member’s own advisers with respect to the tax consequences of this investment.

11.19. No Assurance of Tax Benefits. Such Member acknowledges that there can be no assurance that the Code or the Regulations will not be amended or interpreted in the future in such a manner so as to deprive the Company and the Members of some or all of the tax benefits they might now receive, nor that some of the deductions claimed by the Company or the allocations of items of income, gain, loss, deduction, or credit among the Members may not be challenged by the Internal Revenue Service.

11.20. Indemnity. Such Member shall indemnify and hold harmless the Company, each and every Manager, each and every other Member, and any officers, directors, shareholders, managers, members, employees, partners, agents, attorneys, registered representatives, and control persons of any such entity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any misrepresentation or misstatement of facts or omission to represent or state facts made by him or her including, without limitation, the information in this Agreement, against losses, liabilities, and expenses of the Company, each and every Manager, each and every other Member, and any officers, directors, shareholders, managers, members, employees, partners, attorneys, accountants, agents, registered representatives, and control persons of any such Person (including attorneys’ fees, judgments, fines, and amounts paid in settlement, payable as incurred) incurred by such Person in connection with such action, suit, proceeding, or the like.

12. MISCELLANEOUS

12.1. Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Managers may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any jurisdiction (“Rules”). The Company has initially selected John R. Domingos (“Company Counsel”) as legal counsel to the Company. Each Member acknowledges that Company Counsel has represented and continues to represent TERRY A. MACRAE, HORNBLOWER YACHTS, INC. and other affiliated entities. With the exception of such representation, Company Counsel owes no duties directly to a Member. In the event any dispute or controversy arises between any Members and the Company, or any Members or the Company, on the one hand, and a Manager (or Affiliate of a Manager) that Company Counsel represents, on the other hand, then each Member agrees that Company Counsel may represent either the Company or such Member (or such Member’s Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation. Each Member further acknowledges that Company Counsel has not represented the interests of any Member in the preparation and negotiation of this Agreement.

12.2. Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members and Managers with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements or statements by and among the Members and Managers or any of them. No representation, statement, condition or warranty not contained in this Agreement or the Articles will be binding on the Members or Managers or have any force or effect whatsoever. To the extent that any provision of the Articles conflict with any provision of this Agreement, the Articles shall control.

12.3. Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the and their respective successors and assigns.

12.4. Parties in Interest. Except as expressly provided in the Act, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement or any Persons other than the Members and Managers and their respective successors and assigns nor shall anything in this Agreement relieve or discharge the obligation or liability of any person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

12.5. Pronouns: Statutory References. All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, Corporations Code or other statutes or laws will include all amendments, modifications or replacements of the specific sections and provisions concerned.

12.6. Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

12.7. Interpretation. In the event any claim is made by any Member relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Member or such Member’s counsel.

12.8. References to this Agreement. Numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement unless otherwise expressly stated.

12.9. Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement, provided such claim is not required to be arbitrated pursuant to Section 12.10. Each Member further agrees that personal jurisdiction over him or her may be effected by service of process by registered or certified mail addressed as provided in Section 12.14 of this Agreement, and that when so made shall be as if served upon him or her personally within the State of California.

12.10. Disputed Matters. Except as otherwise provided in this Agreement, any controversy or dispute arising out of this Agreement, the interpretation of any of the provisions hereof, or the action or inaction of any Member or Manager hereunder shall be submitted to arbitration in San Francisco, California before the California Arbitration Association under the commercial arbitration rules then obtaining in the State of California. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court by any Member except (a) an action to compel arbitration pursuant to this Section 12.10 or (b) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section 12.10.

12.11. Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.

12.12. Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

12.13. Additional Documents and Acts. Each Member agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

12.14. Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Such notices will be given to a Member or Manager at the address specified in Exhibit A hereto. Any party may, at any time by giving five (5) days’ prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.

12.15. Amendments. All amendments to this Agreement will be in writing and signed by all of the Members.

12.16. Reliance on Authority of Person Signing Agreement. If a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such entity or to determine any fact or circumstance bearing upon the existence of the authority of such individual or (b) be responsible for the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such entity.

12.17. No Interest in Company Property: Waiver of Action for Partition. No Member or Economic Interest Owner has any interest in specific property of the Company. Without limiting the foregoing, each Member and Economic Interest Owner irrevocably waives during the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

12.18. Multiple Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

12.19. Attorney Fees. In the event that any dispute between the Company and the Members or among the Members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys’ fees and expenses.

12.20. Time is of the Essence. All dates and times in this Agreement are of the essence.

12.21. Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

12.22. Special Power of Attorney.

A. Attorney in Fact. Each Member grants the Managers a special power of attorney irrevocably making, constituting, and appointing the Managers as the Member’s attorney in fact, with all power and authority to act in the Member’s name and on the Member’s behalf to execute, acknowledge and deliver and swear to in the execution, acknowledgment, delivery and filing of the following documents:

(i) Assignments of Unit Certificates interest or other documents of transfer to be delivered in connection with the purchase of a Membership Interest pursuant to Article III, Article VII or Article VIII;

(ii) Any other instrument or document that may be reasonably required by the Managers in connection with any of the foregoing or to reflect any reduction in the Member’s Capital Account or Percentage Interest pursuant to Section 3; and

(iii) Any consent to the representation of the Company by counsel selected by the Managers as described in Section 12.1.

B. Irrevocable Power. The special power granted in Section 12.22.A: (i) is irrevocable, (ii) is coupled with an interest and (iii) shall survive a Member’s death, incapacity or dissolution.

C. Signatures. The Managers may exercise the special power of attorney granted in Section 12.22.A by a facsimile signature of any Manager or one of their officers or by signature of any Manager or one of their officers.

IN WITNESS WHEREOF all of the Members of PARADISE HORNBLOWER, LLC, a California limited liability company, have executed this Agreement, effective as of the date written above.

MEMBER:	MEMBER:
	HORNBLOWER DEVELOPMENT
	CORPORATION, A CALIFORNIA CORPORATION
TERRY A. MACRAE
Trustee, MacRae Family Trust u/t/d 3/20/98
	By
		TERRY A. MACRAE, President

EXHIBIT A

CAPITAL CONTRIBUTION OF MEMBERS AND ADDRESSES OF MEMBERS

AND MANAGERS AS OF JULY 1, 1998

MEMBERS

Member’s Name	Member’s Address	Member’s Capital Contribution	Member’s Number of Units	Member’s Percentage Interest
Hornblower Development Corporation, a California corporation	Pier 3, The Embarcadero San Francisco, California 94111-2027	Credit for assignment equal to 1% of total capital	650	1	%
Terry A. MacRae, Trustee, MacRae Family Trust u/t/d 3/20/98	Pier 3, The Embarcadero San Francisco, California 94111-2027	Cash	64,350	99	%

MANAGER

Manager	Manager’s Address
Terry A. MacRae	Pier 3, The Embarcadero San Francisco, California 94111-2027

EXHIBIT B

SCHEDULE OF OFFICERS

Officer’s Name	Officer’s Title
Terry A. MacRae	President & Chief Executive Officer
Terry A. MacRae	Chief Financial Officer
Terry A. MacRae	Secretary
John R. Domingos	Assistant Secretary

EX-3.223

Exhibit 3.223

C&S 510 (Rev. 10/95)

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES

CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received

JUN 04 1999

Name

Steve Zimmer/CT Corporation

Address

1635 Market Street

City                        State                             Zip Code

Philadelphia            PA                               19103

Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.

(FOR BUREAU USE ONLY)

This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

FILED

JUN 04 1999

Administrator

CORP., SECURITIES & LAND DEV. BUREAU

ADJUSTED PURSUANT TO

TELEPHONE AUTHORIZATION

EFFECTIVE DATE:

RESTATED ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles:

1. The present name of the corporation is:

Restaura, Inc.                                                                                                                                                                                             

2. The identification number assigned by the Bureau is:                                                                                       198-511

3. All former names of the corporation are:

1). Fred B. Prophet Co.,                             2). Prophet Foods, Co.,                            3). Greyhound Food Management, Inc.

4. The date of filing the original Articles of Incorporation was:                                              March 21, 1944

The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:

ARTICLE I

The name of the corporation is:

Restaura, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed are:

To engage in any lawful act or activity for which a corporation may be organized.

ARTICLE III

The total authorized shares:

Common shares 1,000 Preferred shares 0

A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

ARTICLE IV

1. The address of the registered office is:

30600 Telegraph Rd	Bingham Farms. Michigan	48025
(Street Address)	(City)	(ZIP Code)

2. The mailing address of the registered office if different than above:

, Michigan
(Street Address or P.O. Box)	(City)	(ZIP Code)

3. The name of the resident agent is: The Corporation Company

ARTICLE V (Optional. Delete if not applicable)

When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional. Delete if not applicable)

The Board of Directors shall have the power, in addition to the stockholders, to make, alter or repeal the by-laws of the corporation.

2

ARTICLE VII (Additional provisions, if any, may be inserted here; attach additional pages if needed.)

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

a.¨ These Restated Articles of Incorporation were duly adopted on the day of ,19 , in accordance with the provisions of Section 642 of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors.

Signed this                                             day of                                         ,19                                         

(Signatures of Incorporators; Type or Print Name Under Each Signature)

b.x These Restated Articles of incorporation were duly adopted on the 25th day

of May, 1999 in accordance with the provisions of Section 642 of the Act and: (check one of the following)

x were duly adopted by the Board of Directors without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles.

¨ were duly adopted by the shareholders. The necessary number of shares as required by statute were voted in favor of these Restated Articles.

¨ were duly adopted by the written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in waiting has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.)

¨ were duly adopted by the written consent of all the shareholders entitled to vote in accordance with section 407(2) of the Act.

Signed this                     2nd             day of                June                ,                 1999
By:	/s/ Priscilla Bodnar
	(Signature of an authorized officer or agent)
	Priscilla M. Bodnar
	(Type or Print Name)

3

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES

CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Date Received June 04, 1999	(FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is staled in the document.
		FILED JUN 04,1999 Administrator CORP, SECURITIES & LAND DEV. BUREAU ADJUSTED PURSUANT TO TELEPHONE AUTHORIZATION EFFECTIVE DATE
Name Steve Zimmer, CT Corporation
Address 1635 Market Street
City                                          State                                         Zip Code Philadelphia, PA                                                                      19103

• Document will be returned to the name and address you enter above. •

If left blank document will be mailed to the registered office.

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Profit and Nonprofit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:

1. The present name of the corporation is:

Restaura, Inc.                                                                                                                                                                            

2. The identification number assigned by the Bureau is:                                                              198-51I

3. Articles II through VII of the Articles of Incorporation are hereby amended to read as follows:

Article II:

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized.

Article III:

The name of the registered agent and the address of the registered office is;

The Corporation Company, 30600 Telegraph Rd, Bingham Farms, Mi 48025

Article IV:

The total authorized shares are 1,000 Common shares, $1.00 par value.

CONTINUED ON ATTACHED SHEET

4

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES

CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

Article V:

When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing  ³/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation.

Article VI:

The Board of Directors shall have the power, in addition to the stockholders, to make, alter or repeal the by-laws of the corporation.

Article VII:

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders are granted subject to this reservation.

5

COMPLETE ONLY ONE OF THE FOLLOWING:

4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the             day of             , 19            , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.

Signed this                    day of                     , 19
(Signature)	(Signature)
(Type or Print Name)	(Type or Print Name)
(Signature)	(Signature)
(Type or Print Name)	(Type or Print Name)

5. (For profit and nonprofit corporations whose Articles state the corporation Is organized on a stock or on a membership basis.)

The foregoing amendment to the Articles of Incorporation was duly adopted on the 25^th day of May, 1999 by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)

¨ at a meeting the necessary votes were cast in favor of the amendment.

¨ by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of incorporation.)

x by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.

¨ by the board of a profit corporation pursuant to section 611(2),

Profit Corporations		Nonprofit Corporations
Signed this 28th day of May, 1999		Signed this            day of                            , 19
By:	/s/ Priscilla M. Bodnar	By:
	(Signature of an authorized officer or agent)		(Signature of President, Vice President, Chairperson or Vice-Chairperson)
Priscilla M. Bodnar, Secretary
(Type or Print Name)		(Type or Print Name)                                                         (Type or Print Title)

EX-3.224

Exhibit 3.224

BY-LAWS

of

Restaura, Inc.

Incorporated under the laws of Michigan

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

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Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

3

EX-3.225

Exhibit 3.225

CERTIFICATE OF FORMATION

OF

SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC

1. The name of the limited liability company (the “Company”) is

SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30^th day of April, 2007.

By:	/s/ JOHN G. WIXTED
	John G. Wixted Organizer

1

EX-3.226

Exhibit 3.226

LIMITED LIABILITY COMPANY AGREEMENT

OF

SEAMLESSWEB PROFESSIONAL SOLUTIONS, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of May 1, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of SeamlessWeb Professional Solutions, Inc. a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be SeamlessWeb Professional Solutions, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on December 7, 1999, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean SeamlessWeb Professional Solutions, Inc., a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean ARAMARK Corporation and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

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5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Corporation, formerly ARAMARK Services, Inc., a Delaware Corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

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IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Corporation Sole Member
By	/s/ MICHAEL J. O’HARA
	Michael J. O’Hara Vice President

4

EX-3.227

Exhibit 3.227

ARTICLES OF INCORPORATION

OF

SHORELINE OPERATING COMPANY, INC

I.

The name of this corporation is Shoreline Operating Company, Inc.

II.

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III.

The name and address in the State of California of this corporation’s initial agent for service of process is: John Hinman, C/O Hinman & Carmichael, 244 California St., Suite 300, San Francisco, CA 94111.

IV.

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 1,000,000.

V.

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California Law.

VI.

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits of such excess indemnification set forth in Section 204 of the Corporations Code.

DATED: 5/8/98

/s/ Paul W. Stanier

Signature of Incorporator

Paul W. Stanier

Name of Incorporator

EX-3.228

Exhibit 3.228

June 2, 2000

BY-LAWS

of

SHORELINE OPERATING COMPANY

Incorporated under the laws of California

* * * * * * * *

Section 1. Offices: In addition to its principal or registered office in this state, the corporation may have offices at such other places within or without this state as the Board of Directors shall from time to time determine.

Section 2. Stockholders Meetings: Meetings of the stockholders may be held at such place or places within or without this state as may be determined by the Board of Directors, unless otherwise specifically required by law. The annual meeting of the stockholders for the election of directors shall be held on such date and at such time as designated by duly adopted resolution of the Board of Directors or stockholders. Subject to specific requirements of law, special meetings of the stockholders may be held upon call of the President, any Vice President, or the Board of Directors. Such call shall state the time, place and purpose of the meeting. Notice of the time and place of every meeting of stockholders shall be mailed by the Secretary or the officer performing his duties, at least ten days before the meeting, to each stockholder of record having voting power and entitled to such notice at his last known post office address; provided, however, that if a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shall be unnecessary. The holders of a majority of the shares of stock having voting power present in person or by proxy shall constitute a quorum. Each holder of stock shall be entitled at every meeting of the stockholders to one vote for each share of such stock registered in his name on the books of the corporation. At all meetings of stockholders, except as otherwise required by law, by the Certificate of Incorporation, or by other provisions of these by-laws, all matters shall be decided by the vote of the holders of a majority of all the stock present or represented at the meeting and entitled to vote thereat. If required by statute, at least ten days before each election of directors a complete list of the stockholders entitled to vote at the election shall be prepared and shall be open at a place within the city where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder.

Section 3. Stockholders Consent Action: Any action required or permitted to be taken by the stockholders at a meeting thereof (including without limitation at the annual meeting) may be taken without a meeting if all the stockholders consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the stockholders. Requirements of law, of the Certificate of Incorporation, or of these by-laws with respect to notices of meetings, waivers of such notices, availability of stockholders lists, and similar requirements, shall be deemed to have been waived by the stockholders with respect to any such written consent action, as evidenced by execution of same by each such stockholder.

Section 4. Board of Directors: The affairs of the corporation shall be managed by a board consisting of one or more directors, who shall be elected annually by the stockholders entitled

to vote and shall hold office until their successors are elected and qualified. The authorized number of directors shall be set from time to time by resolution of the Board of Directors. Any director may be removed by a majority of the directors at any meeting of the Board of Directors, for malfeasance, misfeasance, nonfeasance or incapacity or inability to act. Vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors remaining in office, even though less than a quorum, subject to the applicable provisions of laws. Vacancies may also be filled at any time through election of directors at a special meeting of stockholders. Meetings of the Board of Directors shall be held at the times fixed by resolutions of the Board or upon call of the President or any two directors and may be held outside of this state. The Secretary or officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolutions of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. A majority of the directors shall constitute a quorum.

Section 5. Directors Consent Action: Any action required or permitted to be taken by the directors at a meeting thereof may be taken without a meeting if all directors consent thereto in writing, and if such written consent action is filed with the minutes of proceedings of the directors. Requirements of law, of the Certificate of Incorporation, of these by-laws with respect to notices of meetings and waivers thereof shall be deemed to have been complied with upon the execution of any such written consent action.

Section 6. Stock: Certificates of stock shall be of such form and device as the Board of Directors may determine and shall be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary. The stock shall be transferable or assignable only on the books of the corporation by the holders in person or by attorney on the surrender of the certificates therefor.

Section 7. Officers: The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as they may deem proper. The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by the Board of Directors without cause assigned. The officers shall have such duties as usually pertain to their offices except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors.

Section 8. Fiscal Year: The fiscal year of the corporation shall end on the Friday nearest September 30.

Section 9. Corporate Seal: The corporate seal of the corporation shall be in such form as the Board of Directors shall prescribe.

Section 10. Amendments: Except as otherwise provided by law either the Board of Directors or the stockholders may alter or amend these by-laws at any meeting duly held as above provided.

2

EX-3.229

EXHIBIT 3.229

STATE OF CALIFORNIA Secretary of State		This Space For Filing Use Only
	Bill Jones
CERTIFICATE OF LIMITED PARTNERSHIP
A $70.00 filing fee must accompany this form.
IMPORTANT - Read instructions before completing this form.

1.      NAME OF THE LIMITED PARTNERSHIP (END THE NAME WITH THE WORDS “LIMITED PARTNERSHIP” OR THE ABBREVIATION “LP.”) TAHOE ROCKET, L.P.
2.      STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE	CITY AND STATE	ZIP CODE
Pier 3, the Embarcadero	San Francisco CA	94111
3.      STREET ADDRESS OF CALIFORNIA OFFICE WHERE RECORDS ARE KEPT	CITY	ZIP CODE
Pier 3, the Embarcadero	San Francisco CA	94111
4.      COMPLETE LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS IN EXISTENCE ON THE DATE THIS CERTIFICATE IS EXECUTED. THE ORIGINAL LIMITED PARTNERSHIP CERTIFICATE WAS RECORDED ON                      19      WITH THE RECORDER OF                              COUNTY.             FILE OR RECORDATION NUMBER
5.      NAME THE AGENT FOR SERVICE OF PROCESS AND CHECK THE APPROPRIATE PROVISION BELOW: Terry A. MacRae WHICH IS x AN INDIVIDUAL RESIDING IN CALIFORNIA, PROCEED TO ITEM 6. ¨ A CORPORATION WHICH HAS FILED A CERTIFICATE PURSUANT TO SECTION 1505, PROCEED TO ITEM 7.
6.      IF AN INDIVIDUAL, CALIFORNIA ADDRESS OF THE AGENT FOR SERVICE OF PROCESS:
ADDRESS: Pier 3, The Embarcadero

CITY: San Francisco	STATE: CA	ZIP CODE: 94111
7.      NAMES AND ADDRESSES OF ALL GENERAL PARTNERS: (ATTACH ADDITIONAL PAGES, IF NECESSARY)
A. NAME: Hornblower Development Corporation
ADDRESS: Pier 3, The Embarcadero
CITY: San Francisco	STATE: CA	ZIP CODE: 94111
B. NAME:
ADDRESS:
CITY:	STATE:	ZIP CODE:

8.      INDICATE THE NUMBER OF GENERAL PARTNERS’ SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION 1

9.      OTHER MATTERS TO BE INCLUDED IN THIS CERTIFICATE MAY BE SET FORTH ON SEPARATE ATTACHED PAGES AND ARE MADE A PART OF THIS CERTIFICATE BY CHECKING THIS BOX. OTHER MATTERS MAY INCLUDE THE PURPOSE OF BUSINESS OF THE LIMITED PARTNERSHIP E.G. GAMBLING ENTERPRISE.

10.    TOTAL NUMBER OF PAGES ATTACHED, IF ANY: 0

11.    I CERTIFY THAT THE STATEMENTS CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO MY OWN KNOWLEDGE. I DECLARE THAT I AM THE PERSON WHO IS EXECUTING THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

HORNBLOWER DEVELOPMENT CORPORATION

/s/ illegible	JOHN R. DOMINGOS	03/08/01
SIGNATURE                             POSITION OR TITLE	PRINT NAME	DATE
SIGNATURE                             POSITION OR TITLE	PRINT NAME	DATE

SEC/STATE (REV. 11/98)	FORM LP-1 – FILING FEE: $70.00
	Approved by Secretary of State

	STATE OF CALIFORNIA Secretary of State	This Space For Filing Use Only
	Kevin Shelly
	AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
	A $30.00 filing fee must accompany this form.
	IMPORTANT - Read instructions before completing this form.

1.      SECRETARY OF STATE FILE NUMBER 20010730008	2.      NAME OF LIMITED PARTNERSHIP Tahoe Rocket, L.P.
3.      COMPLETE ONLY THE BOXES WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PAGES MAY BE ATTACHED, IF NECESSARY.
A.     LIMITED PARTNERSHIP NAME (END THE NAME WITH THE WORDS “LIMITED PARTNERSHIP” OR THE ABBREVIATION “LP.”)
B.     THE STREET ADDRESS OF THE PRINCIPAL OFFICE ADDRESS: Pier 3, The Embarcadero
CITY: San Francisco	STATE: CA	ZIP CODE: 94111
C.     THE STREET ADDRESS IN CALIFORNIA WHERE RECORDS ARE KEPT ADDRESS: Pier 3, The Embarcadero
CITY: San Francisco	STATE: CA	ZIP CODE: 94111
D.     THE ADDRESS OF GENERAL PARTNER(S) ADDRESS:
CITY:	STATE:	ZIP CODE:
E.     NAME CHANGE OF A GENERAL PARTNER	FROM:	TO:
F.      GENERAL PARTNER(S) CESSATION	HORNBLOWER DEVELOPMENT CORPORATION
G.     GENERAL PARTNER ADDED NAME: ARAMARK SPORTS AND ENTERTAINMENT SERVICES, INC. ADDRESS: 1101 Market Street
CITY: Philadelphia	STATE: PA	ZIP CODE: 19107
H.     THE PERSON(S) AUTHORIZED TO WIND UP AFFAIRS OF THE LIMITED PARTNERSHIP NAME: Alexander P. Marino ADDRESS: 1101 Market Street
CITY: Philadelphia	STATE: PA	ZIP CODE: 19107
I.       THE NAME OF THE AGENT FOR SERVICE OF PROCESS CT Corporation System
J.      IF AN INDIVIDUAL, CALIFORNIA ADDRESS OF THE AGENT FOR SERVICE OF PROCESS ADDRESS:
CITY:	STATE: CA	ZIP CODE:
K.     NUMBER OF GENERAL PARTNERS’ SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION
L.     OTHER MATTERS (ATTACH ADDITIONAL PAGES, IF NECESSARY)
4.      NUMBER OF PAGES ATTACHED (IF ANY)
5.      I CERTIFY THAT THE STATEMENTS CONTAINED IN THIS DOCUMENT ARE TRUE AND CORRECT TO MY OWN KNOWLEDGE. I DECLARE THAT I AM THE PERSON WHO IS EXECUTING THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. ARAMARK Sports and Entertainment Services, (Sole Member)

/s/ illegible	Secretary	Megan C. Timmins	2/25/2003
SIGNATURE	POSITION OR TITLE	PRINT NAME	DATE

SIGNATURE POSITION OR TITLE PRINT NAME DATE

SEC/STATE (REV. 01/03) FORM LP-2 – FILING FEE: $30.00 Approved by Secretary of State

EX-3.230

Exhibit 3.230

LIMITED PARTNERSHIP AGREEMENT

Preamble

AGREEMENT of Limited Partnership made March 20, 2001, by and between Hornblower Development Corporation, the General Partner and Seattle Harbor Tours, L.P., as the original Limited Partner. As the admission of additional Limited Partners is contemplated the references to multiple Limited Partners has been retained.

IT IS HEREBY AGREED:

ARTICLE 1. THE PARTNERSHIP

Formation of Limited Partnership

1.01. The General Partner and the Limited Partners agree to form a limited partnership (“the Partnership”), pursuant to the provisions of the California Revised Limited Partnership Act.

Name of Partnership

1.02. The name of the Partnership is “Tahoe Rocket, L.P.” The business of the Partnership shall be conducted under that name. The name of the Partnership may be changed by the General Partner by giving written notice of the change to the Limited Partners and by filing a certificate of amendment or restated certificate with the Secretary of State.

Purpose of Partnership

1.03. The Partnership will engage in the business of owning and chartering Vessels and any activities that are related or incidental to that business.

Principal Place of Business

1.04. The principal place of business of the Partnership is Pier 3, The Embarcadero, San Francisco, California, or at any other place as may be determined from time to time by the General Partner.

Term of Partnership

1.05. The term of the Partnership commences on the date on which the Partnership’s Certificate of Limited Partnership is filed by the Secretary of State of California in the manner required by the California Revised Limited Partnership Act and continues until December 31, 2050 unless earlier dissolved.

Certificate of Limited Partnership

1.06. The General Partner will immediately execute a Certificate of Limited Partnership and cause that Certificate to be filed in the office of the Secretary of State of California. Thereafter, the General Partner will execute and cause to be filed certificates of amendment of the Certificate of Limited Partnership (or Restated Certificates of Limited Partnership) whenever required by the California Revised Limited Partnership Act or this Agreement. The General Partner will execute and cause to he filed original or amended certificates evidencing the formation and operation of the Partnership whenever required under the laws of any other states in which the Partnership determines to do business. The General Partner will also record a certified copy of the Certificate and any amendment in the office of the county recorder in every county in which the Partnership owns real property.

Definitions

1.07. Except as otherwise stated in this Agreement or as the context of this Agreement requires, the terms defined in this Section, for the purposes of this Agreement, have the meanings specified in this Section.

(1) “Agreement” means this Limited Partnership Agreement, as amended from time to time.

(2) “Assignee” means a person who has acquired a beneficial interest in the limited partnership interest of a Limited Partner but who is not a “substituted Limited Partner.”

(3) “Assigning Limited Partner” means a Limited Partner who has assigned a beneficial interest in that Partner’s limited partnership interest but the Assignee of which has not become a “substituted limited partner.”

(4) “Cash Available for Distribution” means total cash income from operations during any given accounting period plus the cash proceeds, if any, from the sale or other disposition, refinancing, or liquidation of Partnership property, less cash expenses as well as any allowance or reserves for contingencies or for repair to and maintenance of properties, and anticipated obligations the General Partner shall in its discretion deem necessary during

the same accounting period.

(5) “Distribution” means any cash distributed to the Partners from cash available for distribution.

(6) “General Partner” refers to Hornblower Development Corporation or any successor.

(7) “Limited Partner” refers to any person who is admitted to the Partnership, either as an original Limited Partner or as a substituted Limited Partner, and who executes this Agreement. A “new Limited Partner” is a Limited Partner other than an original or substituted Limited Partner who has purchased a limited partnership interest from the Partnership by malting the required contribution to the Partnership.

(8) “Majority in Interest of the Limited Partners” means fifty (50) percent of the interests of the Limited Partners.

(9) “Net Income” and “Net Loss” mean the net income or net loss of the Partnership as determined for the purposes of computing federal income taxes pursuant to the Internal Revenue Code.

(10) “Partners” or “the Partners” refers collectively to the General Partner and the Limited Partners. Reference to “Partner” is a reference to any one of the Partners.

(11) “Partnership” refers to the Limited Partnership created under this Agreement and the Certificate of Limited Partnership to be filed with the Office of the Secretary of State pursuant to the California Revised Limited Partnership Act.

(12) “Vote” includes written consent.

ARTICLE 2. MEMBERS OF PARTNERSHIP

Original General Partner

2.01. The name of the original General Partner is Hornblower Development Corporation.

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Original Limited Partners

2.02. The name of the original Limited Partner is Seattle Harbor Tours, LP.

Admission of Additional General Partner

2.03. Subject to any other provision of this Agreement, a person may be admitted as a General Partner after the Certificate of Limited Partnership is filed only with the written consent of the General Partner and the vote or written consent of a Majority in Interest of the Limited Partners.

Replacement of Sole Remaining General Partner

2.04. If a General Partner ceases to be a General Partner and there is no remaining General Partner, one or more new General Partners may be admitted to the Partnership on the written consent of a Majority in Interest of the Limited Partners; provided that the Limited Partners agree in writing to continue the business of the Partnership pursuant to Paragraph 12.03 of this Agreement.

Admission of Additional Limited Partners

2.05. Subject to the provisions of Article 9 of this Agreement, governing transfers of partnership interests, a person may acquire an interest in the Partnership directly from the Partnership and be admitted as an additional Limited Partner with the consent of the General Partner.

Admission of Substituted Limited Partner

2.06. The assignee of a limited partnership interest may be admitted as a substituted Limited Partner with the written consent of the General Partner.

Amendment of Partnership Records

2.07. On admission of a General Partner or Limited Partner, the General Partner will add the name, address, contribution, and that Partner’s share in Partnership profits or losses to the list of Partners kept in the principal executive office of the Partnership.

Additional Partners Bound by Agreement

2.08. Before any person is admitted to the Partnership as a General or Limited Partner, that person shall agree in writing to be bound by all of the provisions of this Agreement.

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ARTICLE 3. FINANCING

Capitalization

3.01. The Partnership shall be capitalized initially through a contribution of the Vessel Seattle Rocket (Title abstract set forth Exhibit A) (“the Vessel”) by Seattle Harbor Tours, L.P. in exchange for a limited partnership interest and the contribution by Hornblower Development Corporation of cash in an amount equal to 1% of the value of the Vessel contributed by the Limited Partner and an assignment of representations and warranties provided for in that certain agreement dated February 15, 2001. The Vessel shall be contributed free and clear of all liens or encumbrances.

Partner Capital Contributions

3.02. (a) The General Partner named in this Agreement shall contribute cash and contract rights to the capital of the Partnership in exchange for a I% interest in the Partnership.

(b) Each new or replacement General Partner admitted after the execution of this Agreement shall contribute, before admission to the Partnership, a sum that shall be determined by the General Partner. If there is no remaining General Partner, the contribution and interest of a new or replacement General Partner shall be determined by the Limited Partners in accordance with Paragraph 2.04 of this Agreement.

(c) The Limited Partners shall contribute the Vessel, subject to existing liens, in exchange for a 99% interest in the Partnership described in Exhibit A.

Additional Capital Contributions

3.03. No additional contributions of capital shall be required of the Limited Partners.

Withdrawal and Return of Capital

3.04. A Partner may not withdraw any portion of the capital of the Partnership and no Partner, General or Limited, is entitled to the return of that Partner’s contribution to the capital of the Partnership except on the dissolution of the Partnership.

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ARTICLE 4. ALLOCATION AND DISTRIBUTION OF PROFITS AND LOSSES

Allocation of Profits and Losses

4.01. The Net Profits of the Partnership are allocated to, and any Net Losses suffered by the Partnership will be borne by, the Partners in proportion to their capital contributions.

Distributions of Cash Available for Distribution

4.02. The Cash Available for Distribution, as determined by the General Partner, will be distributed to the Partners in the proportions specified in Paragraph 4.01 at such time as the General Partner shall determine.

Distribution, Other Than Cash

4.03. No Partner has the right to receive property other than money on the distribution of profits.

Priorities Among Limited Partners

4.04. No Limited Partner shall be entitled to any priority or preference over any other Limited Partner as to the distribution of Cash Available for Distribution.

ARTICLE 5. MANAGEMENT OF PARTNERSHIP AFFAIRS

Control and Management

5.01. The General Partner has the sole and exclusive control of the Limited Partnership. Subject to any limitations expressly set forth in this Agreement, the General Partner has the power and authority to take any action from time to time as they may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation, the power to do the following:

(1) Acquire property, including real or personal property, for the use of the Partnership on the terms and conditions as the General Partner may, from time to time, determine to be advantageous to the Partnership;

(2) Dispose of Partnership property, either in the ordinary course of the business of the Partnership or, from time to time, when the General Partner deem the disposition to be in the best interests of the Partnership;

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(3) Finance the Partnership’s activities by borrowing money from third parties on the terms and under the conditions as the General Partner deem appropriate. When money is borrowed for Partnership purposes, the General Partner are authorized to pledge, mortgage, encumber, or grant a security interest in Partnership properties as security for the repayment of those loans. The Partnership is authorized to borrow, pursuant to a note and first preferred ship mortgage, from Terry A. MacRae, Trustee of the MacRae Family Trust u/t/d 3/20/98 such amount as required to remove all liens set forth on the title abstract set forth in Exhibit A;

(4) Employ, retain, or otherwise secure the services of any personnel or firms deemed necessary by the General Partner for or to facilitate the conduct of Partnership business affairs, all on the terms and for the consideration as the General Partner deem advisable; and

(5) Take any and all other action permitted by law that is customary in or reasonably related to the conduct of the Partnership business or affairs.

Restrictions on Limited Partners

5.02. The Limited Partners do not have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Partnership, except as otherwise permitted in this Agreement and except for the following:

(1) Acting as a contractor for or an agent or employee of the Partnership or a General Partner, or an officer, director, or shareholder of a corporate General Partner.

(2) Consulting with and advising a General Partner with regard to the business of the Partnership.

(3) Acting as surety for the Partnership or guaranteeing one or more specific debts of the Partnership.

(4) Approving or disapproving an amendment to this Agreement.

Standard of Care of General Partner

5.03. The General Partner must exercise ordinary business judgment in managing the affairs of the Partnership. Unless fraud, deceit, or a wrongful taking is involved, the General Partner are not liable or obligated to the Limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the

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Partnership that results in any loss to the Partnership or its Partners. The General Partner do not, in any way, guarantee the return of the Limited Partners’ capital or a profit from the operations of the Partnership. The General Partner are not responsible to any Limited Partner because of a loss of that Partner’s investment or a loss in operations, unless the loss has been occasioned by fraud, deceit, or a wrongful taking by the General Partner.

Authority for Use of Nominees

5.04. All Partners recognize that practical difficulties exist in doing business as a Limited Partnership, occasioned by third parties seeking to determine the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons. Therefore, the Limited Partners specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and complete all other arrangements needed to effectuate the purpose of this Partnership_; either in their own names or in the name de nominee, without having to disclose the existence of this Partnership. If the General Partner decide to transact the Partnership business in their own names or in the name of a nominee, they shall place a written declaration of trust in the Partnership books and records that acknowledges the capacity in which the nominee acts and the name of the Partnership as the true or equitable owner.

Removal of General Partner

5.05. The General Partner may be removed by the affirmative vote of a Majority in Interest of the Limited Partners.

Written notice of a General Partner’s removal must be served on that Partner by certified mail. The notice must set forth the day on which the removal is to be effective, and that date shall not be less than 30 days after the service of notice on the General Partner. If there is no other remaining General Partner, and the Limited Partners fail to elect a new General Partner pursuant to Paragraph 2.04 of this Agreement within 30 days after the removal becomes effective, the Partnership will be dissolved and its business wound up and terminated. The removal will cause that Partner’s interest in the Partnership to be converted to that of a Limited Partner. A former General Partner whose interest has been converted to that of a Limited Partner has the same rights and obligations under this Agreement as any other Limited Partner.

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ARTICLE 6. BOOKS, RECORDS, AND ACCOUNTS

Partnership Accounting Practices

6.01.(a) The Partnership books shall be kept on a cash basis. The Partnership books shall be closed by an independent certified public accountant at the end of each fiscal year of the Partnership.

(b) The fiscal year of the Partnership is the calendar year.

Maintenance of Records and Accounts

6.02. At all times, the General Partner must maintain or cause to be maintained true and proper books, records, reports, and accounts in which shall be entered fully and accurately all transactions of the Partnership.

Required Records

6.03. The General Partner most maintain at the principal executive office of the Partnership within California all of the following records:

(1) A current list of the full name and last known business or residence address of each Partner, set forth in alphabetical order, together with the contribution and the share in profits and lasses of each Partner.

(2) A copy of the certificate of limited partnership and all certificates of amendment (or the restated certificate of limited partnership), together with executed copies of any powers of attorney pursuant to which any certificate has been executed.

(3) Copies of the Partnership’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years.

(4) Copies of this Agreement and all amendments to this Agreement.

(5) Financial statements of the Partnership for the six most recent fiscal years.

(6) The Partnership’s books and records far at least the current and past three fiscal years.

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Delivery of Records to Limited Partners

6.04. On the request of any Limited Partner, or his or her agent or attorney, the General Partner will promptly deliver to that Partner, or to his or her agent or attorney, at the expense of the Partnership, a copy of any of the following.

(1) The current list of each Partner’s name, address, contrⁱbution, and share in profits and losses.

(2) The certificate of limited partnership, as amended, and any powers of attorney pursuant to which any certificate was executed.

(3) This Agreement, as amended.

Access to Records by Limited Partners

6.05. Each Limited Partner and/or each Limited Partner’s duly authorized representative, attorney, or attorney-in-fact has the right, on reasonable request, to:

(1) Inspect and copy, during normal business hours, any Partnership records the Partnership is required to maintain, pursuant to Paragraph 6.02 of this Agreement.

(2) Obtain from the General Partner, promptly after becoming available, a copy of the Partnership’s federal, state, and local income tax or information returns for each year.

Financial Statements

6.06. The General Partner will furnish financial statements annually.

Amendments to Agreement

6.07. The General Partner will promptly furnish any Limited Partner who executed a power of attorney authorizing a General Partner to execute an amendment to this Agreement with a copy of any amendment to this Agreement executed by a General Partner pursuant to that power of attorney.

Income Tax Data

6.08. The General Partner will send to each Partner, within 90 days after the end of each taxable year, such information as is necessary for them to complete their federal and state income tax or information returns.

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Partnership Tax or Information Returns

6.09. The General Partner will send to each Partner a copy of the Partnership’s federal, state, and local income tax or information returns for each taxable year.

Capital Accounts

6.10. An individual capital account must be maintained for each General Partner and Limited Partner. A capital account consists of a Partner’s contribution to the initial capital of the Partnership, any additional contributions to the Partnership capital made by the Partner pursuant to this Agreement, and any amounts transferred to the capital account from that Partner’s income account pursuant to this Agreement.

Income Accounts

6.11. An individual income account will be maintained for each Partner. At the close of each calendar year, each Partner’s share dike Net Profits or Net Losses of tie Partnership will be credited or debited to, and that Partner’s distributions received during each fiscal year will be deducted from, that Partner’s income account and any resulting balance or deficit shall be transferred to or charged against that Partner’s capital account.

Banking

6.12. The General Partner will open and maintain a separate bank account in the name of the Partnership with City National Bank, is which there shall be deposited all of the funds of the Partnership. No other funds may be deposited in the account. The funds in that account must be used solely for the business of the Partnership, and all withdrawals from that account are to be made only on checks signed by the General Partner or such other person or persons as the General Partner may from time to time designate.

ARTICLE 7. RIGHTS, POWERS, DUTIES, AND RESTRICTIONS OF PARTNERS

General Partner’ Exclusive Right to Manage

7.01. The General Partner has full and exclusive charge and control of the management, conduct, and operation of the Partnership in all matters and respects.

Devotion of Time by General Partner

7.02. The General Partner must devote such care, attention, and business capacity to the affairs of the Partnership as may be reasonably necessary. In this connection,

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the Partners acknowledge that any General Partner may be the Manager or General Partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other businesses (whether or not competitive with the business of the Partnership).

Voting Rights of General Partner

7.03. If there shall be more than one General Partner serving, all General Partners shall have equal rights in the management and conduct of the Partnership business. Any difference arising with regard to the ordinary course of the Partnership business will be decided by a majority of the General Partners.

Restrictions on General Partner

7.04. Except as otherwise expressly provided in this Agreement, the General Partner is subject to all the restrictions imposed on General Partners by the California Revised Limited Partnership Act and the California Uniform Partnership Act and has all the rights and powers granted to General Partner under those statutes.

Salaries of General Partner

7.05. As compensation for its services to the Partnership in the conduct of its business, the General Partner is entitled to a fee of $ 1,000 per year. The fee will be deducted by the Partnership as an ordinary and necessary expense of the Partnership business before determination of Net Profits or cash available for distribution.

Voting Rights of Limited Partners

7.06. (a) In addition to any other voting rights granted the Limited Partners under this Agreement, the Limited Partners have the right to vote on the following matters:

(1) The dissolution and winding up of the Partnership, pursuant to Paragraph 12.02;

(2) The merger of the Partnership or the sale, exchange, lease, mortgage, pledge, or other transfer o4 or granting a security interest in, all or a substantial part of the assets of the Partnership other than in the ordinary course of its business;

(3) The incurrence of indebtedness by the Partnership other than in the ordinary course of its business;

(4) A change in the nature of the Partnership’s business;

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(5) The removal of a General Partner;

(b) All of the actions specified in Subparagraph (a) of this Agreement may be taken following the vote of a Majority in Interest of the Limited Partners.

(c) The Limited Partners have the right to vote on the admission of an additional General Partner. Except as specifically provided in Paragraph (d) of this Paragraph 7.06 or any other provision of this Agreement, the admission of an additional General Partner may be accomplished on the affirmative vote of a Majority in Interest of the Limited Partners.

(d) The Limited Partners have the right to vote on an election to continue the business of the Partnership and the admission of one or more General Partner after a General Partner has ceased to be a General Partner. These actions may only be taken upon approval by all of the Limited Partners.

Loans to the Partnership

7.07. Nothing in this Agreement prevents a Partner from lending money to the Partnership on a promissory note or similar evidence of indebtedness for a reasonable rate of interest. Any Partner lending money to the Partnership has the same rights and risks regarding the loan as would any person or entity making the loan who was not a member of the Partnership.

Transaction of Business With Partnership

7.08. Except as otherwise provided in this Agreement, a Partner may transact other business with the Partnership. If any Partner transacts business with the Partnership, that Partner has the same rights and obligations with regard to the Partnership as a person who is not a Partner.

Partners Engaging in Other Business

7.09. Except as otherwise provided in Paragraph 7.02 of this Agreement, any of the Partners may engage in or possess an interest in other business ventures of every nature and description independently or with others. Neither the Partnership nor the Partners have any right by virtue of this Agreement in and to any such independent ventures or to the income or profits derived from them.

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ARTICLE 8. PARTNERSHIP MEETINGS

Call and Place of Meetings

8.01. (a) Meetings of the Partners will be held at the Office of the Partnership at the call and pursuant to the written request of the General Partner, or of Limited Partners representing more than 10 percent of the interests of Limited Partners, for consideration of any of the matters as to which Limited Partners are entitled to vote pursuant to Paragraph 7.06 of this Agreement.

(b) In addition, the Partners may participate in a meeting through the use of conference telephones (or similar communications equipment) providing that all Partners participating in the meeting can hear one another. Participation in this type of telephone meeting constitutes presence in person at the meeting.

Notice of Meeting

8.02. Immediately on receipt of a written request stating that the Partner or Partners request a meeting on a specific date (which date shall not be less than 10 nor more than 60 days after the receipt of the request by the General Partner), the General Partner must give notice to all Partners entitled to vote, as determined in accordance with Paragraph 13.01 of this Agreement. Valid notice may not be given less than 10 nor more than 60 days before the date of the meeting; the notice must state the place, date, and hour of the meeting and the general nature of the business to be transacted. No business other than the business stated in the notice of the meeting may be transacted at the meeting. Notice must be given personally or by mail addressed to each Partner entitled to vote at the meeting at the address for the Partner appearing on the books of the Partnership.

Quorum

8.03. At any duly held or called meeting of Partners, a Majority in Interest of the Limited Partners represented in person or by proxy constitutes a quorum. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken, other than adjournment, is approved by the requisite percentage of interests of Limited Partners.

Adjournment of Meetings

8.04. A Partnership meeting at which a quorum is present may be adjourned to another time or place and any business that might have been transacted at the original meeting may be transacted at the adjourned meeting. If a quorum is not present at an original meeting, that meeting may be adjourned by the vote of a majority of the

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interests represented either in person or by proxy. Notice of the adjourned meeting need not be given to Partners entitled to notice if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, unless (1) the adjournment is for more than 45 days or (2) after the adjournment, a new record date is fixed for the adjourned meeting, in which ease notice of the adjourned meeting shall be given to each Partner of record entitled to vote at the adjourned meeting.

Meetings Not Duly Called, Noticed, or Held

8.05. The transactions of any meeting of Partners, however called and noticed, and wherever held, shall be as valid as though consummated at a meeting duly held after regular call and notice, if a quorum is present at that meeting, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs either a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes of the meeting.

Waiver of Notice

8.06. Attendance of a Partner at a meeting constitutes waiver of notice, except when that Partner objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting and not so included, if the objection is expressly made at the meeting. Any partner approval at a meeting (other than unanimous approval by Limited Partners of an election to continue the business of the Partnership after the retirement, death, or adjudication of incompetence of a General Partner) is valid only if the general nature of the proposal is stated in any written waiver of notice.

Consent to Action Without Meeting

8.07. Any action that may be taken at any meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by Partners having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Partners entitled to vote on the matter were present and voted. If the Limited Partners are requested to consent to a matter without a meeting, each Partner shall be given notice of the matter to be voted on in the manner described in Paragraph 8.02. If any General Partner, or Limited Partners representing more than 10 percent of the interests of the Limited Partners, requests a meeting for the purpose of discussing or voting on the matter so noticed, notice of a meeting will be given pursuant to Paragraph 8.03 and no action may be taken until the meeting is held. Unless delayed by a request for and the conduct of a meeting, any action taken without a meeting is effective 15 days after the required minimum number of voters have signed consents to action without a

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meeting; however, the action is effective immediately if all General Partner and Limited Partners representing at least 90 percent of the interests of the Limited Partners sign consents to the action without a meeting.

Proxies

8.08. (a) Every Partner entitled to vote may authorize another person or persons to act by proxy with regard to that Partner’s interest in the Partnership.

(b) Any proxy purporting to have been executed in accordance with this Paragraph is presumptively valid.

(c) No Proxy is valid after the expiration of 11 months from the date of the proxy unless otherwise provided in the proxy. Subject to Subparagraphs (f) and (g) of this Paragraph, every proxy continues in full force and effect until revoked by the person executing it. The dates contained on the proxy forms presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed.

(d) A proxy is not revoked by the death or incapacity of the person executing it, unless (except as provided in Subparagraph (f) of this Paragraph), before the vote is counted, written notice of the death or incapacity of the maker is received by the Partnership.

(e) Revocation of a proxy is effected by a writing delivered to the Partnership stating that the proxy is revoked or by a subsequent proxy executed by the Partner who executed the original proxy or, as to any meeting, by the attendance and exercise of the right to vote at that meeting by the Partner who executed the proxy.

(f) A proxy that states that it is irrevocable is irrevocable for the period specified in the proxy when it is held by any creditor or creditors of the Partnership or the Partner who extended or continued credit to the Partnership or the Partner in consideration of the proxy if the proxy states that it was given in consideration of that credit and also states the name of the person extending or continuing credit. In addition, a proxy may be made irrevocable (notwithstanding Subparagraph (d) of this Paragraph) if it is given to secure the performance of a duty or to protect a title, either legal or equitable, until the happening of events that, by its terms, discharge the obligations secured by it.

(g) Notwithstanding the period of irrevocability specified in the proxy as provided in Subparagraph (f) of this Paragraph, the proxy becomes revocable when the debt of the Partnership or Partner is paid.

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(h) A proxy may be revoked, notwithstanding a provision making it irrevocable, by the assignment of the interest in the Partnership of the Partner who executed the proxy to an assignee without knowledge of the existence of the proxy and the admission of that assignee to the Partnership as a Partner.

(i) The General Partner may, in advance of any Partnership meeting, prescribe additional regulations concerning the manner of execution and filing of proxies and their validation.

ARTICLE 9. TRANSFER AND ASSIGNMENT OF INTERESTS

Transfer and Assignment of Interests

9.01. Excepting the initial assignment by Seattle Harbor Tours, L.P. to Terry A. MacRae, Trustee, MacRae Family Trust u/t/d /3/20/98, no Limited Partner shall be entitled to transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Partner’s partnership interest except with the prior written consent of the General Partner and a Majority in Interest of the other Limited Partners, which consent may be given or withheld, conditioned or delayed (as allowed by this Agreement or the Act), as the other Partners may determine in their sole discretion. Transfers in violation of this Article 9 shall only be affective to the extent set forth in Section 9.05. After the consummation of any transfer of any part of a partnership interest, the partnership interest so transferred shall continue to be subject to the terms and provisions of this Agreement and any further transfers shall be required to comply with all the terms and provisions of this Agreement.

Further Restrictions on Transfer of Interests

9.02. In addition to other restrictions found in this Agreement, no Partner shall transfer, assign, convey, sell, encumber or in any way alienate all or any part of such Partner’s partnership interest if the partnership interest to be transferred, assigned, sold or exchanged, when added to the total of all other partnership interests sold or exchanged in the preceding twelve (12) consecutive months prior thereto, would cause the termination of the Partnership under the Code, as determined by the General Partner.

Substitution of Limited Partners

9.03. The partnership interest of any Limited Partner may be transferred subject to compliance with Section 9.02, and without the prior written consent of the Partners as required in Section 9.01, upon consent of the General Partner, which shall not be unreasonably withheld, by the Limited Partner by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Limited Partner, or to a trust for the benefit of the Limited Partner or such spouse, parent,

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sibling, in-law, child or grandchild of the Limited Partner, it being agreed that in executing this Agreement, each Limited Partner has consented to such transfers.

Rights of Legal Representation

9.04. If a Partner who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Partner’s person or property, the Partner’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the Partner’s rights for the purpose of settling the Partner’s estate or administering the Partner’s property, including any power the Partner has under the Articles or this Agreement to give an assignee the right to become a Partner. If a Partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that Partner may be exercised by the Partner’s legal representative or successor.

No Effect to Transfers in Violation of Agreement

9.05. Upon any transfer of a partnership interest in violation of this Article 9, the transferee shall have no right to vote or participate in the management of the business, property and affairs of the Partnership or to exercise any rights of a Partner. Such transferee shall only be entitled to become an Assignee of a partnership interest and thereafter shall only receive the share of one or more of the Net Profits, Net Losses and distributions of the Partnership assets to which Assignee of such partnership interest would otherwise be entitled.

ARTICLE 10. LIABILITIES OF PARTNER

Liability of General Partner

10.01. Except as otherwise provided in this Agreement, the liability of the General Partner arising from the conduct of the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted.

Liability of Limited Partners

10.02. The liability of the Limited Partners is restricted and limited to the amount of the actual capital contributions that each Limited Partner makes or agrees to make to the Partnership.

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ARTICLE 11. PROHIBITED TRANSACTIONS

Specified Acts

11.01. During the time of the organization or continuance of this Partnership, neither the General nor Limited Partners may take, and the Partners specifically promise not to do, any of the following actions:

(1) Use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership business.

(2) Disclose to any nonpartner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community.

(3) Do any other act or deed with the intention of harming the business operations of the Partnership.

(4) Do any act contrary to this Agreement, except with the prior express written approval of all Partners.

(5) Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership.

(6) Confess a judgment against the Partnership.

(7) Abandon or transfer or dispose of Partnership property, real or personal.

Use of Partnership Assets

11.02. The General Partner may not use, and specifically promise not to use, directly or indirectly, the assets of this Partnership for any purpose other than conducting the business of the Partnership, for the full and exclusive benefit of all its Partners.

ARTICLE 12. DISSOLUTION OF THE PARTNERSHIP

Dissolution and Winding Up

12.01. The Partnership will be dissolved, and its affairs will be wound up on the expiration of the term provided for the existence of the Partnership in Paragraph 1.05 or on the occurrence of any of the events specified in Paragraphs 12.02 through 12.05, whichever is the first to occur.

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Dissolution Upon Consent

12.02. The Partnership will be dissolved on any date specified in a consent to dissolution signed by a Majority in Interest of the Limited Partners.

Dissolution Upon Loss of a General Partner

12.03. (a) The Partnership will dissolve and its affairs will be wound up if a General Partner ceases to be a General Partner unless there is at least one other General Partner. If one or more General Partner(s) remain, this Agreement expressly permits the remaining General Partner(s) to continue the Partnership business.

(b) If a General Partner ceases to be a General Partner and there is no remaining General Partner, the Partnership will dissolve and its affairs will be wound up unless Majority in Interest of the Limited Partners agree in writing to continue the business of the Partnership and to the admission of one or more new General Partner(s) within six months after the last remaining General Partner ceased to be a General Partner.

Dissolution Upon Sale or Disposition of Assets

12.04. The Partnership will be dissolved and its affairs wound up when its assets are sold or otherwise disposed of and the only property of the Partnership consists of cash or other property available for distribution to the Partners.

Dissolution Upon Judicial Decree

12.05. The Partnership will be dissolved and its affairs wound up when required by a decree of judicial dissolution entered under Section I5682 of the California Corporations Code.

Responsibility for Winding Up

12.06. (a) On dissolution of the Partnership, the affairs of the Partnership will be wound up by those General Partners who have not wrongfully caused the dissolution.

(b) If no General Partner is available to wind up the affairs of the Partnership, or the only remaining General Partner fails to wind up the affairs of the Partnership, one or more Limited Partners may wind up the affairs of the Partnership.

(c) If a Limited Partner is authorized to wind up the affairs of the Partnership, the Certificate of Limited Partnership must be amended to add the name and the business, residence, or mailing address of each Limited Partner winding up the Partnership’s affairs. Any Limited Partner winding up the Partnership’s affairs

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may not be subject to liability as a General Partner based on this amendment. Any remaining General Partner not winding up the Partnership’s affairs need not execute the Certificate of Amendment.

(d) If one or more Limited Partners wind up the affairs of the Partnership, those Limited Partners are entitled to reasonable compensation.

Liquidation and Distribution

12.07. The person or persons responsible for winding up the affairs of the Partnership pursuant to Paragraph 12.06 will take full account of the Partnership assets and liabilities, liquidating the assets of the Partnership as promptly as is consistent with obtaining the fair value of those assets, and applying and distributing the proceeds in the following order:

(1) To creditors of the Partnership, including Partners who are creditors to the extent permitted by law, in satisfaction of liabilities of the Partnership other than liabilities for any of the following:

(a) Distributions owing to Partners before their withdrawal from the Partnership and before the dissolution and winding up of the Partnership.

(b) Distributions owing to Partners on their withdrawal from the Partnership.

(2) Except as otherwise provided in this Agreement to Partners and former Partners in satisfaction of liabilities for Distributions owing to them before their withdrawal from the Partnership and before dissolution winding up of the Partnership and on their withdrawal from the Partnership.

(3) To the Partners in accordance with the provisions set forth in this Agreement for the distribution of the assets of the Partnership.

Filing Certificate of Dissolution

12.08. On dissolution of the Partnership, the General Partner, or one or more Limited Partners representing a Majority in Interest of the Partners, must execute and file in the office of the Secretary of State a certificate of dissolution.

Cancellation of Certificate of Limited Partnership

12.09. On completion of the winding up of the Partnership’s affairs, the General Partner must execute and file in the office of the Secretary of State a certificate of

21

cancellation of the Certificate of Limited Partnership. If the Limited Partners are winding up the Partnership’s affairs pursuant to Paragraph 12.06, the person authorized by a Majority in Interest of the Limited Partners must execute and file the certificate of cancellation of the Certificate of Limited Partnership.

ARTICLE 13. RECORD DATES

Setting Record Date for Meetings

13.01. The record date for determining the Partners entitled to notice of meetings, the right to vote at any meeting, or the right to take any other lawful action with regard to a meeting or the conduct of a vote by the Partners will be the date set by the General Partner; however that date may not be more than 60 nor less than 10 days before the date of the meeting nor more than 60 days before any other action.

Setting Record Date for Distributions

13.02. The record date for determining the Partners entitled to any distribution or the right to take any other lawful action will be 10 days before that date; however that date may not be more than 60 days before any such action.

Automatic Record Date

13.03. In the absence of any action setting a record date the record date will be determined as follows:

(1) The record date for determining the Partners entitled to notice of, or to vote at, meetings will be at the close of business on the business day preceding the day on which notice is given, or, if notice is waived, at the close of business on business day preceding the day on which meeting is held.

(2) The record date for determining Partners entitled to give consent to Partnership action in writing without a meeting is the day on which the first written consent is given.

(3) The record date for determining Partners for any other purpose is at the close of business on the day on which the General Partner adopt as the record date or the 60th day before the date of action relating to that other purpose, whichever is later.

(4) The record date for adjourned meetings is the record date set in determining the Partners entitled to notice of, or to vote at, the original meeting; however, the Partners who called that meeting may fix a new record

22

date for the adjourned meeting and must fix a new record date if the meeting is adjourned for more than 45 days from the date set for the original meeting.

ARTICLE 14. MISCELLANEOUS PROVISIONS

Entire Agreement

14.01. This Agreement contains the entire understanding among the Partners and supersedes any prior written or oral agreements between them regarding the subject matter contained in this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Partners relating to the subject matter of this Agreement that are not fully expressed in this Agreement.

Amendments

14.02. The provisions of this Agreement may be amended by the vote of a Majority in Interest of the Limited Partners. Any amendment of this Agreement must be in writing, dated, and shall be executed by the General Partner. If any conflict arises between the provisions of any amendment and the original Agreement as previously amended, the most recent provisions control. No amendment shall, without the unanimous consent of all Partners, modify the Partnership interests of the Partners or the allocation of profits or losses or distributions, change the compensation provided for the General Partner, or amend this Paragraph.

Attorneys’ Fees

14.03. If any action at law or in equity, including an action for declaratory or injunctive relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees.

Governing Law

14.04. All questions with regard to the construction of this Agreement and the rights and liabilities of the parties will be governed by the laws of the State of California.

Notices

14.05. All notices must be in writing and sent by first class United States mail. All notices to the Partners must be sent to them at the addresses shown for them in the records of the Partnership. All notices to the Partnership must be sent to it at its principal executive office in California. Notices will be deemed to have been delivered when deposited in the United States mails.

23

Successors

14.06. Subject to the restrictions against assignment of limited partnership interests contained in this Agreement, this Agreement inures to the benefit of and is binding on the assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties.

Severability

14.07. If any provisions of this Agreement are declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions continue in full force and effect.

Election of Adjusted Basis

14.08. In the event of a transfer of all or part of the interest of a Limited Partner, the General Partner may elect, on behalf of the Partnership, to adjust the basis of the Partnership property pursuant to Section 754 of the Internal Revenue Code. All other elections required or permitted to be made by the Partnership under the Internal Revenue Code must be made by the General Partner in such manner as will, in their opinion, be most advantageous to a Majority in Interest of the Limited Partners.

Counterparts

14.09. This Agreement may be executed in several counterparts and all counterparts so executed constitute one agreement that is binding on all of the parties, notwithstanding that all of the parties are not signatory to the original or the same counterpart.

Headings

14.10. The headings proceeding the paragraphs of this Agreement are for convenience of reference only, are not a part of this Agreement, and are to be disregarded in the interpretation of any portion of this Agreement.

Other Instruments

14.11. The parties to this Agreement covenant and agree that they shall execute all other instruments and documents that are or may become necessary or convenient to effectuate and carry out the Partnership created by this Agreement.

24

Executed on March 20, 2001

GENERAL PARTNER Hornblower Development Corporation	LIMITED PARTNER Seattle Harbor Tours, L.P.
Terry A. MacRae, President	John Blackmon, General Partner

25

EX-3.231

Exhibit 3.231

CERTIFICATE OF FORMATION

OF

THE MENU MARKETING GROUP, LLC

1. The name of the limited liability company (the “Company”) is

THE MENU MARKETING GROUP, LLC

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purpose of the Company is to engage in any and all business in which limited liability companies are permitted under the Delaware Limited Liability Company Act.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the first day of May, 2007 .

By:	/s/ JOHN G. WIXTED
	John G. Wixted Organizer

EX-3.232

Exhibit 3.232

LIMITED LIABILITY COMPANY AGREEMENT

OF

THE MENU MARKETING GROUP, LLC

A Delaware Limited Liability Company

THE UNDERSIGNED is executing this Limited Liability Company Agreement (the “Agreement”) dated as of May 2, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of The Menu Marketing Group, Inc., a Delaware corporation (the “Converted Corporation”), to a Delaware limited liability company (the “Company”), and (ii) adopting a limited liability company agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be THE MENU MARKETING GROUP, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Delaware limited liability company. In accordance with Section 18-214(b) of the Act, the Certificate of Conversion (converting the Converted Corporation to the Company) and the Certificate of Formation of the Company have been duly executed by a Member or other person designated by a Member or by any officer, agent or employee of the registered agent of the Company in the State of Delaware (any such person being an authorized person to take such action) and filed in the Office of the Secretary of State of the State of Delaware. As provided in Section 18-214(d) of the Act, the existence of the Company is deemed to have commenced on April 25, 2005, the date the Converted Corporation was originally organized under the laws of the State of Delaware.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Limited Liability Company Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company: “Company” shall mean The Menu Marketing Group, LLC a Delaware limited liability company formed pursuant to the Act and this Agreement.

Member: “Member” shall mean SeamlessWeb Professional Services, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

1

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

6. Registered Agent and Registered Office. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.

7. Members. Upon the effectiveness of the Conversion, SeamlessWeb Professional Services, LLC, a Delaware limited liability company, formerly SeamlessWeb Professional Solutions, Inc., a Delaware corporation and the sole stockholder of the Converted Company prior to conversion (“ARAMARK”), is admitted as the Sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Authorized Person. Any officer of the Company is designated as an authorized person, within the meaning of the Act, to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the office of the Secretary of State of the State of Delaware and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

(Signature page follows)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

SeamlessWeb Professional Services, LLC Sole Member
By	/s/ ALEXANDER P. MARINO
	Alexander P. Marino Vice President

4

EX-3.233

Exhibit 3.233

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz

Articles of Organization

Limited-Liability Company

(PURSUANT TO NRS 86)

	USE BLACK INK ONLY. DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY
1.	Name of Limited Liability Company; (must contain approved limited liability company xxx and instructions)	Travel Systems, LLC			Check box if a Series Limited Liability Company ¨
2.	Resident Agent Name and Street Address (must be a Nevada address xxxx xxx)	The Corporation Trust Company of Nevada
		Name
		6100 Neil Road, Suite 500	Reno	Nevada	89511
		(MANDATORY) Physical Street Address	City		Zip Code
		(OPTIONAL) Mailing Address	City	State	Zip Code
3.	Dissolution Date (OPTIONAL: see instructions)	Latest date upon which the company is to dissolve (if existence is not perpetual):
4.	Management	Company shall be managed by	¨  Manager(s)	OR	x  Members
			(check only one box)
5.	Name and Address of each Manager or Managing Member (attach additional page if more than 3)	ARAMARK Sports and Entertainment Services, LLC
		Name
		1101 Market Street	Phila	PA	19107
		Address	City	State	Zip Code
		Name
		Address	City	State	Zip Code
		Name
		Address	City	State	Zip Code
6.	Name, Address and Signature of Organization (attach additional page if more than 1)	Thomas Molchan	/s/ Thomas Molchan
		Name	Signature
		ARAMARK, 1101 Market Street	Philadelphia	PA	19107
		Address	City	State	Zip Code
7.	Certificate of Acceptance of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named limited liability company.
		/s/ Illegible		4/10/07
		Authorized Signature of R.A. or On Behalf of R.A. Company		Date

This form must be accompanied by xxx.

EX-3.234

Exhibit 3.234

OPERATING AGREEMENT

OF

TRAVEL SYSTEMS, LLC

A Nevada Limited Liability Company

THE UNDERSIGNED is executing this Operating Agreement (this “Agreement”) as of April 11, 2007 for the purpose of (i) effectuating the conversion (the “Conversion”) of Travel Systems, Ltd., a Nevada corporation (the “Converted Corporation”), to a Nevada limited liability company (the “Company”), and (ii) adopting an operating agreement for the governance of the business and affairs of the Company, each pursuant to the provisions of the Act (as defined below).

1. Name; Formation. The name of the Company shall be Travel Systems, LLC or such other name as the Member may from time to time hereafter designate. The Company constitutes a continuation of the existence of the Converted Corporation in the form of a Nevada limited liability company. In accordance with Section 92A.205 of the Nevada Revised Statutes, (i) the Articles of Conversion (converting the Converted Corporation to the Company) and the Articles of Organization of the Company have been duly executed by a Member or other person designated by a Member and filed with the Secretary of State of the State of Nevada and (ii) the certificate of acceptance of appointment of a resident agent for the Company has been duly executed by the resident agent and filed with the Secretary of State of the State of Nevada.

2. Definitions. Whenever used in this Agreement the following terms shall have the meanings respectively assigned to them in this Section 2 unless otherwise expressly provided herein or unless the context otherwise requires:

Act. “Act” shall mean NEV. REV. STAT. §§ 86.011 et seq., as amended from time to time.

Agreement. “Agreement” shall mean this Operating Agreement of the Company as the same may be amended or restated from time to time in accordance with its terms.

Company. “Company” shall mean Travel Systems, Ltd, a Nevada limited liability company formed pursuant to the Act and this Agreement.

Member. “Member” shall mean ARAMARK Sports and Entertainment Services, LLC and any person or entity hereafter admitted to the Company as a member of the Company as provided in this Agreement.

3. Business Purpose. The Company is organized for the purposes of engaging in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Period of Duration. The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

5. Foreign Qualification. The Company shall perform such acts as may be necessary or appropriate to register the Company as a foreign limited liability company authorized to do business in such jurisdictions as the Company shall deem necessary or appropriate in connection with the business of the Company.

1

6. Resident Agent and Registered Office. The name and address of the resident agent for service of process on the Company in the State of Nevada is The Corporation Trust Company, 6100 Neil Road, Reno, NV 89511. The registered office of the Company in the State of Nevada is 6100 Neil Road, Reno, NV 89511.

7. Members. Upon the effectiveness of the Conversion, ARAMARK Sports and Entertainment Services, LLC, a Delaware limited liability company, formerly, ARAMARK Sports and Entertainment Services, Inc., a Delaware corporation and the sole stockholder of the Converted Corporation prior to conversion (“ARAMARK”), is admitted as the sole Member of the Company. New Members of the Company may be admitted upon the written consent of ARAMARK.

8. Capital Contribution. The cash, property or services previously contributed by ARAMARK to the Converted Corporation, the identified and agreed value of which are recorded in the books and records of the Company, constitute the capital contribution of ARAMARK to the Company. ARAMARK shall have no obligation to make any further capital contributions to the Company. Persons or entities hereafter admitted as Members of the Company shall make such contributions of cash, property or services to the Company as shall be determined by ARAMARK at the time of each such admission.

9. Management. Except as otherwise specifically provided in this Agreement, ARAMARK shall have the authority to, and shall, conduct the affairs of the Company.

10. Agent. Any officer of the Company is designated as an agent to execute, deliver and file, or to cause the execution, delivery and filing of, all certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed in the Office of the Secretary of State of the State of Nevada and all acts committed in furtherance thereof are ratified.

11. Officers.

(a) ARAMARK shall appoint a President, one or more vice presidents, a Secretary and a Treasurer, and shall from time to time appoint such other officers as it may deem proper.

(b) The term of office of all officers shall be until their respective successors are chosen and qualified, but any officer may be removed from office at any time by ARAMARK without cause assigned.

(c) The President, vice president and the Treasurer of the Company, and each of them, are hereby delegated the power, authority and responsibility of the day-to-day management, administrative, financial and implementive acts of the Company’s business, and each of them shall have the right and power to bind the Company and to make the final determination on questions relative to the usual and customary daily business decisions, affairs and acts of the Company.

2

(d) Except as otherwise specifically provided in this Agreement, the officers shall have such duties as usually pertain to their offices except as modified by ARAMARK, and shall also have such powers and duties as may from time to time be conferred upon them by ARAMARK.

12. Method of Giving Consent. Any consent of a Member required by this Agreement may be given by a written consent.

13. Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 86.495 of the Act.

(Signature page follows.)

3

IN WITNESS WHEREOF, the Member has hereunto set its hand as of the day and year first above written.

ARAMARK Sports and Entertainment Services, LLC Sole Member
By:	/s/ CHRISTOPHER S. HOLLAND
	Name:	Christopher S. Holland
	Title:	Treasurer

4

EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE: (212) 455-2502

DIRECT DIAL NUMBER E-MAIL ADDRESS

June 6, 2007

ARAMARK Corporation

1101 Market Street

Philadelphia, Pennsylvania 19107

Ladies and Gentlemen:

We have acted as counsel to ARAMARK Corporation, a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule 1 hereto (the “Schedule I Guarantors”) and Schedule II hereto (the “Schedule II Guarantors” and, collectively with the Schedule I Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to (i) the issuance by the Company of $1,280,000,000 aggregate principal amount of 8^l/₂% Senior Notes due 2015 (the “Fixed Rate Exchange Notes”) and $500,000,000 aggregate principal amount of Senior Floating Rate Notes due 2015 (the “Floating Rate Exchange Notes” and, together with the Fixed Rate Exchange Notes, the “Exchange Notes”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the Guarantees will be issued under an indenture dated as of January 26, 2007 (the “Original Indenture”) among the Company, RMK Acquisition Corporation, a Delaware corporation, the Guarantors and The Bank of New York, as Trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated March 30, 2007 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Fixed Rate Exchange Notes will be offered by the Company in exchange for $1,280,000,000 aggregate principal amount of its outstanding 8^l/₂% Senior Notes due 2015, The Floating Rate Exchange Notes will be offered by the Company in exchange for $500,000,000 aggregate principal amount of its outstanding Senior Floating Rate Notes due 2015.

LOS ANGELES PALO ALTO WASHINGTON, D.C. HONG KONG LONDON TOKYO

SIMPSON THACHER & BARTLETT LLP

ARAMARK CORPORATION, INC. June 6, 2007

We have examined the Registration Statement, the Original Indenture and the Supplemental Indenture, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions 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 and the Guarantors.

In rendering the opinions 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. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

We have assumed further that (1) the Schedule II Guarantors have duly authorized, executed and delivered the Indenture and (2) execution, delivery and performance by the Schedule II Guarantors of the Indenture and Guarantees do not and will not violate the laws of the respective jurisdictions in which each of them is incorporated, organized or formed, as applicable, or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. When the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2

SIMPSON THACHER & BARTLETT LLP

ARAMARK CORPORATION, INC. June 6, 2007

2. When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

3

SIMPSON THACHER & BARTLETT LLP

ARAMARK CORPORATION, INC. June 6, 2007

Schedule I

Name of Entity	Jurisdiction of Incorporation or Organization
Addison Concessions, Inc.	Delaware
ARAMARK Asia Management, LLC	Delaware
ARAMARK Aviation Services Limited Partnership	Delaware
ARAMARK Campus, LLC	Delaware
ARAMARK Cleanroom Services, LLC	Delaware
ARAMARK Cleanroom Services (Puerto Rico), Inc.	Delaware
ARAMARK Clinical Technology Services, LLC	Delaware
ARAMARK Confection, LLC	Delaware
ARAMARK Correctional Services, LLC	Delaware
ARAMARK CTS, LLC	Delaware
ARAMARK Educational Group, LLC	Delaware
ARAMARK Educational Services, LLC	Delaware
ARAMARK Engineering Associates, LLC	Delaware
ARAMARK Entertainment, LLC	Delaware
ARAMARK Executive Management Services USA, Inc.	Delaware
ARAMARK Facilities Management, LLC	Delaware
ARAMARK Facility Services, LLC	Delaware
ARAMARK FHC Business Services, LLC	Delaware
ARAMARK FHC Campus Services, LLC	Delaware
ARAMARK FHC Correctional Services, LLC	Delaware
ARAMARK FHC Healthcare Support Services, LLC	Delaware
ARAMARK FHC Refreshment Services, LLC	Delaware
ARAMARK FHC School Support Services, LLC	Delaware
ARAMARK FHC Services, LLC	Delaware
ARAMARK FHC Sports and Entertainment Services, LLC	Delaware
ARAMARK FHC, LLC	Delaware
ARAMARK Food and Support Services Group, Inc.	Delaware
ARAMARK Food Service, LLC	Delaware
ARAMARK FSM, LLC	Delaware
ARAMARK Healthcare Support Services of the Virgin Islands, Inc.	Delaware
ARAMARK Healthcare Support Services, LLC	Delaware
ARAMARK/HMS, LLC	Delaware
ARAMARK India Holdings LLC	Delaware
ARAMARK Industrial Services, LLC	Delaware
ARAMARK Japan, Inc.	Delaware
ARAMARK Management Services Limited Partnership	Delaware
ARAMARK Marketing Services Group, Inc.	Delaware
ARAMARK Organizational Services, Inc.	Delaware
ARAMARK RAV, LLC	Delaware
ARAMARK RBI, Inc.	Delaware
ARAMARK Refreshment Services, LLC	Delaware
ARAMARK Schools, LLC	Delaware
ARAMARK SCM, Inc.	Delaware

4

SIMPSON THACHER & BARTLETT LLP

ARAMARK CORPORATION, INC. June 6, 2007

Name of Entity	Jurisdiction of Incorporation or Organization
ARAMARK Senior Living Services, LLC	Delaware
ARAMARK Senior Notes Company	Delaware
ARAMARK Services of Puerto Rico, Inc.	Delaware
ARAMARK SM Management Services, Inc.	Delaware
ARAMARK SMMS LLC	Delaware
ARAMARK SMMS Real Estate LLC	Delaware
ARAMARK Sports and Entertainment Group, LLC	Delaware
ARAMARK Sports and Entertainment Services, LLC	Delaware
ARAMARK Sports Facilities, LLC	Delaware
ARAMARK Sports, LLC	Delaware
ARAMARK Summer Games 1996, LLC	Delaware
ARAMARK U.S. Offshore Services, LLC	Delaware
ARAMARK Uniform & Career Apparel Group, Inc.	Delaware
ARAMARK Uniform & Career Apparel, LLC	Delaware
ARAMARK Uniform Manufacturing Company	Delaware
ARAMARK Uniform Services (Matchpoint) LLC	Delaware
ARAMARK Uniform Services (Midwest) LLC	Delaware
ARAMARK Uniform Services (North Carolina) LLC	Delaware
ARAMARK Uniform Services (Pittsburgh) LLC	Delaware
ARAMARK Uniform Services (Rochester) LLC	Delaware
ARAMARK Uniform Services (Santa Ana) LLC	Delaware
ARAMARK Uniform Services (Syracuse) LLC	Delaware
ARAMARK Uniform Services (West Adams) LLC	Delaware
ARAMARK Venue Services, Inc.	Delaware
Delsac VIII, Inc.	Delaware
Fine Host Holdings, LLC	Delaware
Galls, an ARAMARK Company, LLC	Delaware
Harrison Conference Associates, LLC	Delaware
Harrison Conference Center of Glen Cove, Inc.	New York
Harry M. Stevens, LLC	Delaware
Landy Textile Rental Services, LLC	Delaware
Seamless Web Professional Solutions, LLC	Delaware
The Menu Marketing Group, LLC	Delaware

5

SIMPSON THACHER & BARTLETT LLP

ARAMARK CORPORATION, INC. June 6, 2007

Schedule II

Name of Entity	Jurisdiction of Incorporation or Organization
American Snack & Beverage, LLC	Florida
ARAMARK American Food Services, LLC	Ohio
ARAMARK Business Dining Services of Texas, LLC	Texas
ARAMARK Capital Asset Services, LLC	Wisconsin
ARAMARK Consumer Discount Company	Pennsylvania
ARAMARK Distribution Services, Inc.	Illinois
ARAMARK Educational Services of Texas, LLC	Texas
ARAMARK Educational Services of Vermont, Inc.	Vermont
ARAMARK Facility Management Corporation of Iowa	Iowa
ARAMARK FHC Kansas, Inc.	Kansas
ARAMARK Food Service Corporation of Kansas	Kansas
ARAMARK Food Service of Texas, LLC	Texas
ARAMARK Healthcare Support Services of Texas, Inc.	Texas
ARAMARK Kitty Hawk, Inc.	Idaho
ARAMARK Services Management of HI, Inc.	Hawaii
ARAMARK Services Management of IL, Inc.	Illinois
ARAMARK Services Management of MI, Inc.	Michigan
ARAMARK Services Management of NJ, Inc.	New Jersey
ARAMARK Services Management of OH, Inc.	Ohio
ARAMARK Services Management of SC, Inc.	South Carolina
ARAMARK Services Management of WI, Inc	Wisconsin
ARAMARK Services of Kansas, Inc.	Kansas
ARAMARK Sports and Entertainment Services of Texas, LLC	Texas
Harrison Conference Center of Lake Bluff, Inc.	Illinois
Harrison Conference Services of Massachusetts, LLC	Massachusetts
Harrison Conference Services of North Carolina, LLC	North Carolina
Harrison Conference Services of Princeton, Inc.	New Jersey
Harrison Conference Services of Wellesley, LLC	Massachusetts
Harry M. Stevens, Inc. of New Jersey	New Jersey
Harry M. Stevens, Inc. of Pernn.	Pennsylvania
Kowalski-Dickow Associates, LLC	Wisconsin
L&N Uniform Supply Co., LLC	California
Lake Tahoe Cruises, LLC	California
My Assistant, Inc.	Pennsylvania
Overall Laundry Services, Inc.	Washington
Paradise Hornblower, LLC	California
Restaura, Inc.	Michigan
Shoreline Operating Company, Inc.	California
Tahoe Rocket LP	California
Travel Systems, LLC	Nevada

6

EX-12

EXHIBIT 12

ARAMARK Corporation and Subsidiaries

Computation of Ratio of Earnings to Fixed Charges (A)

(In thousands)

	Predecessor																		Successor
	Fiscal Year Ended															Period from September 30, 2006 through January 26, 2007			Period from January 27, 2007 through March 30, 2007
	September 27, 2002			October 3, 2003(B)			October 1, 2004			September 30, 2005			September 29, 2006
																(unaudited)			(unaudited)
Income from continuing operations before income taxes	$	393,149		$	409,553		$	415,216		$	453,173		$	390,586		$	19,863		$	4,733
Fixed charges, excluding capitalized interest		182,112			193,049			174,892			180,582			193,516			67,422			116,736
Other, net		(7,810	)		(12,811	)		(12,819	)		(10,127	)		(9,464	)		(5,411	)		(1,357	)
Earnings, as adjusted	$	567,451		$	589,791		$	577,289		$	623,628		$	574,638		$	81,874		$	120,112
Interest expense	$	137,532		$	144,649		$	124,749		$	130,890		$	141,539		$	49,435		$	107,721
Portion of operating lease rentals representative of interest factor		44,580			48,400			50,143			49,692			51,977			17,987			9,015
Fixed charges	$	182,112		$	193,049		$	174,892		$	180,582		$	193,516		$	67,422		$	116,736
Ratio of earnings to fixed charges		3.1x			3.1x			3.3x			3.5x			3.0x			1.2x			1.0x

(A) For the purpose of determining the ratio of earnings to fixed charges, earnings include pre-tax income from continuing operations plus fixed charges (excluding capitalized interest). Fixed charges consist of interest on all indebtedness (including capitalized interest) plus that portion of operating lease rentals representative of the interest factor (deemed to be one-third of operating lease rentals).

(B) Fiscal 2003 was a 53 week year.

EX-21

EXHIBIT 21

Subsidiary	Jurisdiction of Formation
United States:
Addison Concessions, Inc.	Delaware
American Snack & Beverage, LLC	Florida
ARAMARK American Food Services, LLC	Ohio
ARAMARK Asia Management, LLC	Delaware
ARAMARK Aviation Services Limited Partnership	Delaware
ARAMARK Business Dining Services of Texas, LLC	Texas
ARAMARK Campus, LLC	Delaware
ARAMARK Capital Asset Services, LLC	Wisconsin
ARAMARK Cleanroom Services, LLC	Delaware
ARAMARK Cleanroom Services (Puerto Rico), Inc.	Delaware
ARAMARK Clinical Technology Services, LLC	Delaware
ARAMARK Concessions Services Joint Venture	Texas
ARAMARK Confection, LLC	Delaware
ARAMARK Consumer Discount Company	Pennsylvania
ARAMARK Correctional Services, LLC	Delaware
ARAMARK CTS, LLC	Delaware
ARAMARK Distribution Services, Inc.	Illinois
ARAMARK Educational Group, LLC	Delaware
ARAMARK Educational Services of Texas, LLC	Texas
ARAMARK Educational Services of Vermont, Inc.	Vermont
ARAMARK Educational Services, LLC	Delaware
ARAMARK Engineering Associates, LLC	Delaware
ARAMARK Entertainment, LLC	Delaware
ARAMARK Executive Management Services USA, Inc.	Delaware
ARAMARK Facilities Management, LLC	Delaware
ARAMARK Facility Management Corporation of Iowa	Iowa
ARAMARK Facility Services, LLC	Delaware
ARAMARK FHC Business Services, LLC	Delaware
ARAMARK FHC Campus Services, LLC	Delaware
ARAMARK FHC Correctional Services, LLC	Delaware
ARAMARK FHC Healthcare Support Services, LLC	Delaware
ARAMARK FHC Kansas, Inc.	Kansas
ARAMARK FHC Refreshment Services, LLC	Delaware
ARAMARK FHC School Support Services, LLC	Delaware
ARAMARK FHC Services, LLC	Delaware
ARAMARK FHC Sports and Entertainment Services, LLC	Delaware
ARAMARK FHC, LLC	Delaware
ARAMARK Food and Support Services Group, Inc.	Delaware
ARAMARK Food Service, LLC	Delaware
ARAMARK Food Service Corporation of Kansas	Kansas
ARAMARK Food Service of Texas, LLC	Texas
ARAMARK FSM, LLC	Delaware
ARAMARK Healthcare Support Services of Texas, Inc.	Texas
ARAMARK Healthcare Support Services of the Virgin Islands, Inc.	Delaware
ARAMARK Healthcare Support Services, LLC	Delaware
ARAMARK India Holdings LLC	Delaware
ARAMARK Industrial Services, LLC	Delaware

ARAMARK Japan, Inc.	Delaware
ARAMARK Kitty Hawk, Inc.	Idaho
ARAMARK Lakewood Associates	Georgia
ARAMARK Management Services Limited Partnership	Delaware
ARAMARK Marketing Services Group, Inc.	Delaware
ARAMARK Organizational Services, Inc.	Delaware
ARAMARK RAV, LLC	Delaware
ARAMARK RBI, Inc.	Delaware
ARAMARK Receivables LLC	Delaware
ARAMARK Refreshment Services, LLC	Delaware
ARAMARK Schools, LLC	Delaware
ARAMARK SCM, Inc.	Delaware
ARAMARK Senior Living Services, LLC	Delaware
ARAMARK Senior Notes Company	Delaware
ARAMARK Services Management of HI, Inc.	Hawaii
ARAMARK Services Management of IL, Inc.	Illinois
ARAMARK Services Management of MI, Inc.	Michigan
ARAMARK Services Management of NJ, Inc.	New Jersey
ARAMARK Services Management of OH, Inc.	Ohio
ARAMARK Services Management of SC, Inc.	South Carolina
ARAMARK Services Management of WI, Inc.	Wisconsin
ARAMARK Services of Kansas, Inc.	Kansas
ARAMARK Services of Puerto Rico, Inc.	Delaware
ARAMARK SM Management Services, Inc.	Delaware
ARAMARK SMMS LLC	Delaware
ARAMARK SMMS Real Estate LLC	Delaware
ARAMARK Sports and Entertainment Group, LLC	Delaware
ARAMARK Sports and Entertainment Services, LLC	Delaware
ARAMARK Sports and Entertainment Services of Texas, LLC	Texas
ARAMARK Sports and Entertainment Services/Quality Concessions Joint Venture	Texas
ARAMARK Sports Facilities, LLC	Delaware
ARAMARK Sports, LLC	Delaware
ARAMARK Summer Games 1996, LLC	Delaware
ARAMARK U.S. Offshore Services, LLC	Delaware
ARAMARK Uniform & Career Apparel Group, Inc.	Delaware
ARAMARK Uniform & Career Apparel, LLC Alt. Names: Uniform Services; Wearguard-Crest	Delaware
ARAMARK Uniform Manufacturing Company	Delaware
ARAMARK Uniform Services (Matchpoint) LLC	Delaware
ARAMARK Uniform Services (Midwest) LLC	Delaware
ARAMARK Uniform Services (Pittsburgh) LLC	Delaware
ARAMARK Uniform Services (Rochester) LLC	Delaware
ARAMARK Uniform Services (Santa Ana) LLC	Delaware
ARAMARK Uniform Services (Syracuse) LLC	Delaware
ARAMARK Uniform Services (Texas) LLC	Delaware
ARAMARK Uniform Services (West Adams) LLC	Delaware
ARAMARK Venue Services, Inc.	Delaware
ARAMARK-Gourmet Atlanta, L.L.C.	Georgia
ARAMARK-Gourmet DPS, LLC	Michigan
ARAMARK-Jay Concessions of St. Louis	Missouri
ARAMARK-SFS Healthcare J.V., L.L.C.	Delaware
ARAMARK/Boston Concessions Joint Venture	Massachusetts

ARAMARK/Giacometti Joint Venture	Oregon
ARAMARK/Gourmet FSU, LLC	North Carolina
ARAMARK/Gourmet WSSU, LLC	North Carolina
ARAMARK/GM Joint Venture	Pennsylvania
ARAMARK/HMS, LLC	Delaware
ARAMARK/Jackmont, LLC.	Georgia
ARAMARK/Martin’s Class Act Joint Venture	Maryland
ARAMARK/Martin’s Stadium Concession Services J.V.	Maryland
ARAMARK/Outback Restaurant Services Joint Venture	Pennsylvania
ARAMARK/SFS Joint Venture	Delaware
Centrum Food & Beverage Partnership	Pennsylvania
D.G. Maren II, Inc.	Delaware
Delsac VIII, Inc.	Delaware
Doyon/ARAMARK Denali National Park Concessions Joint Venture	Alaska
Fine Host Holdings, LLC	Delaware
Galls, an ARAMARK Company, LLC	Delaware
Glacier Bay National Park and Preserve Concessions, LLC	Alaska
Gourmet ARAMARK Services, LLC	Delaware
Harrison Conference Associates, LLC	Delaware
Harrison Conference Center of Glen Cove, LLC	New York
Harrison Conference Center of Lake Bluff, Inc.	Illinois
Harrison Conference Services of Massachusetts, LLC	Massachusetts
Harrison Conference Services of North Carolina, LLC	North Carolina
Harrison Conference Services of Princeton, Inc.	New Jersey
Harrison Conference Services of Wellesley, LLC	Massachusetts
Harry M. Stevens, LLC	Delaware
Harry M. Stevens, Inc. of New Jersey	New Jersey
Harry M. Stevens, Inc. of Penn.	Pennsylvania
Kowalski-Dickow Associates, LLC	Wisconsin
L&N Uniform Supply, LLC	California
Lake Tahoe Cruises, LLC	California
Landy Textile Rental Services, LLC	Delaware
MyAssistant, Inc.	Pennsylvania
Ogden-J. LLC	Michigan
Overall Laundry Services, Inc.	Washington
Paradise Hornblower, LLC	California
Philadelphia Ballpark Concessions Joint Venture	Pennsylvania
Restaura, Inc.	Michigan
SeamlessWeb Professional Solutions, LLC	Delaware
Shoreline Operating Company, Inc.	California
SMG *	Pennsylvania
Tahoe Rocket LP	California
Tarrant County Concessions, LLC	Texas
The ARAMARK Foundation	Pennsylvania
The Menu Marketing Group, LLC	Delaware
Travel Systems, LLC	Nevada
INTERNATIONAL:
933291 N.W.T. Ltd.	Canada
AIM Services Co. Ltd.	Japan
ARA Catering and Vending Services Limited	United Kingdom
ARA Coffee Club Limited	United Kingdom
ARA Coffee System Limited	United Kingdom
ARA Food Services Limited	United Kingdom

ARA Marketing Services Limited	United Kingdom
ARA Offshore Service Limited	Scotland
ARAKOR Co. Ltd.	Korea
ARAMARK (Asia) Pte Limited	Singapore
ARAMARK (BVI) Limited	British Virgin Islands
ARAMARK Airport Services Limited	United Kingdom
ARAMARK B.V.	Netherlands
ARAMARK Beverages Limited	United Kingdom
ARAMARK Canada Facility Services Ltd.	Canada
ARAMARK Canada Recycling Services Ltd.	Canada
ARAMARK Canada, Ltd.	Canada
ARAMARK Canadian Investments, Inc.	Canada
ARAMARK Catering Limited	United Kingdom
ARAMARK CCT Trustees Limited	United Kingdom
ARAMARK China Holdings Limited	Hong Kong
ARAMARK Cleaning S.A.	Belgium
ARAMARK Entertainment Services (Canada), Inc.	Canada
ARAMARK GmbH	Germany
ARAMARK Holdings GmbH & Co. KG	Germany
ARAMARK Holdings Ltd.	United Kingdom
ARAMARK Investments BV	Amsterdam
ARAMARK Investments Limited	United Kingdom
ARAMARK Ireland Holdings Limited	Ireland
ARAMARK Kazakhstan LLC	United Kingdom
ARAMARK Limited	United Kingdom
ARAMARK Management GmbH	Germany
ARAMARK Management Services of Canada, Inc.	Canada
ARAMARK Manning Services Limited	United Kingdom
ARAMARK Mexico, S.A. de C.V.	Mexico
ARAMARK Monclova Distribution Company S. de R.L. de C.V.	Mexico
ARAMARK Monclova Manufacturing de Mexico, S.A. de C.V.	Mexico
ARAMARK Monclova Services Company S. de R.L. de C.V.	Mexico
ARAMARK Partnership Limited	United Kingdom
ARAMARK Quebec, Inc.	Canada
ARAMARK Restaurations GmbH	Germany
ARAMARK S.A.	Belgium
ARAMARK S.A. de C.V.	Mexico
ARAMARK S.R.O.	Czech Republic
ARAMARK SARL	Luxembourg
ARAMARK Service Industries (China) Co., Ltd.	China
ARAMARK Services of Canada, Inc.	Canada
ARAMARK Services SA	Belgium
ARAMARK Servicios de Catering, S.L.	Spain
ARAMARK Servicios Industriales, S. de R.L. de C.V.	Mexico
ARAMARK Servicios Integrales, S.A.	Spain
ARAMARK Skolni Jidelni, S.R.O.	Czech Republic
ARAMARK Slovak Republic S.R.O.	Slovak Republic
ARAMARK Trustees Limited	United Kingdom
ARAMARK Uniform Holding de Mexico, S.A. de C.V.	Mexico
ARAMARK Uniform Manufacturing de Mexico, S.A. de C.V	Mexico
ARAMARK Uniform Services Japan Corporation	Japan
ARAMARK Uniform Services (Canada) Ltd.	Ontario
ARAMARK Worldwide Investments Limited	United Kingdom
ARAMARK/Dasko Restaurant and Catering Services S.A.	Greece
ARAMONT Company Ltd.	Bermuda

Beijing Golden Collar Company Limited	China
Beijing Golden Hours Company Limited	China
Campbell Catering Holdings Limited	Ireland
Campbell Catering Limited	United Kingdom
Campbell Catering Ltd.	Ireland
Campbell Catering Services	Ireland
Campbell Catering (Belfast) Ltd.	Ireland
Campbell Catering (N.I.) Ltd.	Northern Ireland
Caterwise Alliance Limited	United Kingdom
Caterwise Food Services Limited	United Kingdom
Central de Abastecimiento Limitada	Chile
Central de Multiservicios S.R.L.	Argentina
Central de Restaurantes ARAMARK Limitada	Chile
Central de Restaurantes Multiservicios Limitada	Chile
Central de Restaurantes Peru, S.A.C.	Peru
Central de Restaurantes S.R.L.	Argentina
Centrapal S.R.L.	Argentina
Complete Purchasing Services, Inc.	Canada
Distributor JV Limited	British Virgin Islands
Effective Partnerships Limited	United Kingdom
Food JV Limited	British Virgin Islands
Galls Europe Limited	United Kingdom
Hunters Catering Partnership Limited	United Kingdom
Instituto ICS S.A.	Chile
Inversiones ARAMARK Chile Limitada	Chile
Inversiones Centralcorp Ltda.	Chile
Inversiones en Aseo y Mantenimento S.A	Chile
Inversiones Palm S.A.	Chile
Multiser S.A.	Chile
Nissho Linen	Japan
Premier Partnership (Catering) Limited	United Kingdom
Quingdao Golden Collar Management Company Limited	China
Ragelite Limited	Ireland
Rescot Catering S.L.	Spain
Restauracion Colectiva S.A.	Spain
SeamlessWeb UK Limited	United Kingdom
Seguricorp S.A.	Chile
Seguricorp Servicios S.A.	Chile
Seguricorp Gastronomicos Ltda.	Chile
Services D’Entretrien ARAMARK Quebec, Inc.	Canada
Shanghai Golden Collar Company Limited	China
Shenzhen Golden Collar Management Company Limited	China
Stuart Cabeldu Catering Limited	United Kingdom
Thwaites & Matthews (1980) Ltd.	United Kingdom
Travers Food Service Ltd.	Canada

* Not all subsidiaries of joint ventures are listed

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

ARAMARK Corporation:

We consent to the use of our report dated November 20, 2006, except as to Note 16, which is as of June 6, 2007, 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, included herein 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, Accounting for Asset Retirement Obligations.

/s/ KPMG LLP

Philadelphia, Pennsylvania

June 6, 2007

EX-25

Exhibit 25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A

TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. Employer
if not a U.S. national bank)	Identification No.)
One Wall Street New York, New York	10286
(Address of principal executive offices)	(Zip code)

ARAMARK Corporation

(Exact name of obligor as specified in its charter)

Delaware	95-2051630
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
1101 Market Street Philadelphia, Pennsylvania	19107
(Address of principal executive offices)	(Zip code)

8.50% Senior Notes Due 2015

Senior Floating Rate Notes Due 2015

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to

which it is subject.

Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006 and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	-	A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
4.	-	A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.)
6.	-	The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7.	-	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 6th day of June, 2007.

THE BANK OF NEW YORK
By:	/s/ Mary LaGumina
	Name: Mary LaGumina
	Title:   Vice President

Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2007, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	1,859,000
Interest-bearing balances	12,315,000
Securities:
Held-to-maturity securities	1,572,000
Available-for-sale securities	20,948,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	491,000
Securities purchased under agreements to resell	153,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	31,479,000
LESS: Allowance for loan and lease losses	289,000
Loans and leases, net of unearned income and allowance	31,190,000
Trading assets	3,171,000
Premises and fixed assets (including capitalized leases)	844,000
Other real estate owned	2,000
Investments in unconsolidated subsidiaries and associated companies	340,000
Not applicable
Intangible assets:
Goodwill	2,714,000
Other intangible assets	966,000
Other assets	7,043,000
Total assets	83,608,000
LIABILITIES
Deposits:
In domestic offices	26,775,000
Noninterest-bearing	16,797,000

Interest-bearing	9,978,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	33,309,000
Noninterest-bearing	702,000
Interest-bearing	32,607,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	712,000
Securities sold under agreements to repurchase	129,000
Trading liabilities	2,321,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	3,621,000
Not applicable
Not applicable
Subordinated notes and debentures	2,255,000
Other liabilities	5,933,000
Total liabilities	75,055,000
Minority interest in consolidated subsidiaries	161,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	2,143,000
Retained earnings	5,430,000
Accumulated other comprehensive income	-316,000
Other equity capital components	0
Total equity capital	8,392,000
Total liabilities, minority interest, and equity capital	83,608,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi Gerald L. Hassell Catherine A. Rein Directors

EX-99.1

Exhibit 99.1

ARAMARK Corporation

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$1,280,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8.50% SENIOR NOTES DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING 8.50% SENIOR NOTES DUE 2015

$500,000,000 PRINCIPAL AMOUNT OF THE ISSUERS SENIOR FLOATING RATE NOTES

DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING SENIOR NOTES DUE 2015

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2007 (THE “EXPIRATION DATE”) UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER, NEW YORK CITY TIME, ON                     , 2007.

The Exchange Agent for the Exchange Offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
The Bank of New York	212–298–1915	The Bank of New York
101 Barclay Street—Floor 7E		101 Barclay Street—Floor 7E
Reorganization Unit		Reorganization Unit
New York, NY 10286		New York, NY 10286
Attn: Reorganization Unit		Attn: Reorganization Unit
Telephone:		Telephone:
	To Confirm by Telephone:

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Holders of Outstanding Notes (as defined below) should complete this Letter of Transmittal either if Outstanding Notes are to be forwarded herewith or if tenders of Outstanding Notes are to be made by book–entry transfer to an account maintained by the Exchange Agent at the book–entry transfer facility specified by the holder pursuant to the procedures set forth in “The Exchange Offers—Book–Entry Delivery Procedures” and “The Exchange Offers—Procedures for Tendering Outstanding Notes” in the Prospectus (as defined below) and an “Agent’s Message” (as defined below) is not delivered. If tender is being made by book–entry transfer, the holder must have an Agent’s Message delivered in lieu of this Letter of Transmittal.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book–entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offers– Guaranteed Delivery Procedures” in the Prospectus.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).

The undersigned acknowledges receipt of the Prospectus dated                     , 2007 (as it may be amended or supplemented from time to time, the “Prospectus”) of Aramark Corporation, a Delaware corporation (the “Issuer”), and certain of the Issuers’ subsidiaries (each, a “Guarantor” and collectively, the “Guarantors”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $1,280,000,000 of the Issuers’ 8.50% Senior Notes due 2015 and $500,000,000 Senior Floating Rate Notes due 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the Issuers’ outstanding 8.50% Senior Notes due 2015, and for any and all of the Issuers’ outstanding Senior Floating Rate Notes due 2015 (the “Outstanding Notes”). The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees.

For each Outstanding Senior Fixed Rate Note accepted for exchange, the holder of such Outstanding Senior Fixed Rate Note will receive an Exchange Senior Fixed Rate Note having a principal amount equal to that of the surrendered Outstanding Senior Fixed Rate Note. The Exchange Notes will accrue interest at a rate of 8.50% per annum, commencing on August 1, 2007, payable on February 1 and August 1 of each year.

For each Outstanding Senior Floating Rate Note accepted for exchange, the holder of such Outstanding Senior Floating Rate Note will receive an Exchange Senior Floating Rate Note having a principal amount equal to that of the surrendered Outstanding Senior Floating Rate Note. The Exchange Notes will accrue interest commencing on May 1, 2007, payable on each February 1, May 1, August 1 and November 1.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action that the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

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All Tendering Holders Complete Box 1:

Box 1*

Description of Outstanding Notes Tendered Herewith

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate or Registration Number(s) of Outstanding Notes**	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered***
Total:

* If the space provided is inadequate, list the certificate numbers and principal amount of Outstanding Notes on a separate signed schedule and attach the list to this Letter of Transmittal.

** Need not be completed by book–entry holders.

*** The minimum permitted tender is $2,000 in principal amount and must be tendered in multiples of $1,000 in excess thereof. Unless otherwise indicated in this column, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

Box 2

Book–Entry Transfer

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK–ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Holders of Outstanding Notes that are tendering by book–entry transfer to the Exchange Agent’s account at DTC can execute the tender through DTC’s Automated Tender Offer Program (“ATOP”) for which the transaction will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptances to DTC, which will verify the acceptance and execute a book–entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, and the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Each DTC participant transmitting an acceptance of the Exchange Offer through the ATOP procedures will be deemed to have agreed to be bound by the terms of this Letter of Transmittal. Delivery of an Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

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Box 3

Notice of Guaranteed Delivery

(See Instruction 2 below)

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Name of Eligible Guarantor Institution that Guaranteed Delivery:

Date of Execution of Notice of Guaranteed Delivery:

IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK–ENTRY TRANSFER:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

Box 4

Return of Non–Exchanged Outstanding Notes

Tendered by Book–Entry Transfer

¨ CHECK HERE IF OUTSTANDING NOTES TENDERED BY BOOK–ENTRY TRANSFER AND NON–EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE ACCOUNT NUMBER SET FORTH ABOVE.

Box 5

Participating Broker–Dealer

¨ CHECK HERE IF YOU ARE A BROKER–DEALER WHO ACQUIRED THE OUTSTANDING NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET–MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN (10) ADDITIONAL COPIES OF THE PROSPECTUS AND OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: _____________________________________________

Address: ___________________________________________

If the undersigned is not a broker–dealer, the undersigned represents that it is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker–dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market–making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker–dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market–making activities or other trading activities. Any broker–dealer who purchased Outstanding Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the aggregate principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to such Outstanding Notes as are being tendered herewith.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney–in–fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuers, in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed an irrevocable power coupled with an interest) to (1) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by the book–entry transfer facility specified by the holder(s) of the Outstanding Notes, together, in each such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers, (2) present and deliver such Outstanding Notes for transfer on the books of the Issuers and (3) receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes tendered hereby, (b) when such tendered Outstanding Notes are accepted for exchange, the Issuers will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and (c) the Outstanding Notes tendered for exchange are not subject to any adverse claims or proxies when accepted by the Issuers. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes, and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as such term is defined in Rule 405 under the Securities Act, of the Issuers or any Guarantor. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

The undersigned also acknowledges that this Exchange Offer is being made based on the Issuers’ understanding of an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) as set forth in no–action letters issued to third parties, including Morgan Stanley & Co. Incorporated (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, dated July 2, 1993, or similar no–action letters, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by each holder thereof (other than a broker–dealer who acquires such Exchange Notes directly from the Issuers for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Issuers or the Guarantors within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holder’s business and such holder is not engaged in, and does not intend to engage in, a distribution of such Exchange Notes and has no arrangement or understanding with any person to participate in the distribution of such Exchange Notes. If a holder of the Outstanding Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to

5

engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (x) may not rely on the applicable interpretations of the staff of the SEC and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker–dealer that will receive the Exchange Notes for its own account in exchange for the Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market–making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book–entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Issuers and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuers of the Issuers’ obligations under the Registration Rights Agreement dated January 26, 2007, among the Issuers, the Guarantors named therein, J.P. Morgan Securities Inc. and Goldman, Sachs & Co. (the “Registration Rights Agreement”), and that the Issuers shall have no further obligations or liabilities thereunder except as provided in Section 5 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement.

The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offers—Conditions to the Exchange Offers.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuers), as more particularly set forth in the Prospectus, the Issuers may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Issuers may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offers—Conditions to the Exchange Offers” occur.

All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, administrators, trustees in bankruptcy and legal representatives of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the procedures set forth in the terms of this Letter of Transmittal.

Unless otherwise indicated herein in the box entitled “Special Registration Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book–entry delivery of the Outstanding Notes, please credit the account indicated above. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing the Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes Tendered Herewith.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

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Box 6

SPECIAL REGISTRATION INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨	Outstanding Notes
	not tendered to:
	¨	Exchange Notes to:
Name(s):
		(Please Print or Type)
Address:
		(Include Zip Code)
Daytime Area Code and Telephone
Number.
Taxpayer Identification or Social
Security Number:

7

Box 7

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 and 5)

To be completed ONLY if certificates for the Outstanding Notes not tendered and/or certificates for the Exchange Notes are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose name(s) appear(s) above.

Issue:	¨	Outstanding Notes
	not tendered to:
	¨	Exchange Notes to:
Name(s):
		(Please Print or Type)
Address:
		(Include Zip Code)
Daytime Area Code and Telephone
Number.
Taxpayer Identification or Social
Security Number:

8

Box 8

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying substitute form W–9)

Must be signed by the registered holder(s) (which term, for the purposes described herein, shall include the book–entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes exactly as their name(s) appear(s) on the Outstanding Notes hereby tendered or by any person(s) authorized to become the registered holder(s) by properly completed bond powers or endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney–in–fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 4.

(Signature(s) of Holder(s))

Date:
Name(s):
	(Please Type or Print)

Capacity (full title):

Address:
	(Including Zip Code)

Daytime Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

GUARANTEE OF SIGNATURE(S)

(If Required—See Instruction 4)

Authorized Signature:

Date:

Name:

Title:

Name of Firm:

Address of Firm:
	(Include Zip Code)

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

9

Box 9

PAYER’S NAME:

ARAMARK Corporation

Substitute	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Name
		Social Security Number
		OR

Form W–9

Employer Identification Number

Part 3—                                             

Awaiting TIN    ¨

Department of the Treasury

Internal Revenue Service

Payer’s Request for Taxpayer
Identification Number (TIN)
	Part 2—Certification—UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
	(1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for number to be issued to me), and
	(2)    I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)    I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under—reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item(2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Sign Here

Signature

Date

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W–9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU

CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W–9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature Date

10

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W–9

Guidelines for Determining the Proper Identification Number for the payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000–00–0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00–0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:	Give the SOCIAL SECURITY number of—
1.      Individual	The individual
2.      Two or more individuals (joint account)	The actual owner of the account, or, if combined fund, the first individual on the account
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.      a. The usual revocable savings trust account (grantor is also trustee)	The grantor–trustee1
b. So–called trust that is not a legal or valid trust under state law	The actual owner1
5.      Sole proprietorship	The owner3
For this type of account:	Give the EMPLOYER IDENTIFICATION number of
6.      Sole proprietorship	The owner3
7.      A valid trust, estate, or pension trust	The legal entity4
8.      Corporate	The corporation
9.      Association, club, religious, charitable, educational, or other tax–exempt organization account	The organization
10.    Partnership	The partnership
11.    A broker or registered nominee	The broker or nominee
12.    Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

1. List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.

2. Circle the minor’s name and furnish the minor’s social security number.

3. You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).

4. List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W–9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS–5, Application for a Social Security Card, at the local Social Administration office, or Form SS–4, Application for Employer Identification Number, by calling 1 (800) TAX–FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

• An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

• The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly–owned agency or instrumentality of any one or more of the foregoing.

• An international organization or any agency or instrumentality thereof.

• A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

• A corporation.

• A financial institution.

• A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under Section 584(a).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A middleman known in the investment community as a nominee or custodian.

• A futures commission merchant registered with the Commodity Futures Trading Commission.

• A foreign central bank of issue.

• A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

• Payments to nonresident aliens subject to withholding under Section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) payments made by an ESOP.

12

Payments of interest generally exempt from backup withholding include:

• Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax–exempt interest (including exempt–interest dividends under Section 852).

• Payments described in Section 6049(b)(5) to nonresident aliens.

• Payments on tax–free covenant bonds under Section 1451.

• Payments made by certain foreign organizations.

• Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W–9 or a substitute Form W–9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to the payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information with Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

13

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

General

Please do not send certificates for Outstanding Notes directly to the Issuers. Your certificates for Outstanding Notes, together with your signed and completed Letter of Transrnittal and any required supporting documents, should be mailed or otherwise delivered to the Exchange Agent at the address set forth on the first page hereof. The method of delivery of Outstanding Notes, this Letter of Transmittal and all other required documents is at your sole option and risk and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight or hand delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

1. Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. A holder of Outstanding Notes (which term, for the purposes described herein, shall include the book–entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book–entry transfer described below or (iii) complying with the guaranteed delivery procedures described below.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot comply with the book–entry transfer procedures on a timely basis, must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in “The Exchange Offers–Guaranteed Delivery Procedures” in the Prospectus and by completing Box 3. Holders may tender their Outstanding Notes if: (i) the tender is made by or through an Eligible Guarantor Institution (as defined below); (ii) the Exchange Agent receives (by facsimile transmission, mail or hand delivery), on or prior to the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal that (a) sets forth the name and address of the holder of Outstanding Notes, if applicable, the certificate number(s) of the Outstanding Notes to be tendered and the principal amount of Outstanding Notes tendered; (b) states that the tender is being made thereby; and (c) guarantees that, within three New York Stock Exchange trading days after the Expiration Date, the Letter of Transmittal, or a facsimile thereof, together with the Outstanding Notes or a book–entry confirmation, and any other documents required by the Letter of Transmittal, will be deposited by the Eligible Guarantor Institution with the Exchange Agent; or (iii) the Exchange Agent receives a properly completed and executed Letter of Transmittal, or facsimile thereof and the certificate(s) representing all tendered Outstanding Notes in proper form or a confirmation of book–entry transfer of the Outstanding Notes into the Exchange Agent’s account at the appropriate book–entry transfer facility and all other documents required by this Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date.

Any Holder who wishes to tender Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to the Expiration Date. Failure to complete the guaranteed delivery procedures outlined above will not, of itself, affect the validity or effect a revocation of any Letter of Transmittal form properly completed and executed by a holder who attempted to use the guaranteed delivery procedures.

No alternative, conditional, irregular or contingent tenders will be accepted. Each tendering holder, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

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2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be accepted only in the principal amount of $2,000 and integral multiples of $1,000 in excess thereof. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder(s) must fill in the aggregate principal amount of Outstanding Notes tendered in the column entitled “Description of Outstanding Notes Tendered Herewith” in Box 1 above. A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date, unless otherwise provided in the appropriate box on this Letter of Transmittal. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered in full unless otherwise clearly indicated. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date, after which tenders of Outstanding Notes are irrevocable.

To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal (which may be by telegram, telex, facsimile or letter) must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuers notify the Exchange Agent that the Issuers have accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; (v) specify the name in which any such Outstanding Notes are to be registered, if different from that of the withdrawing holder; and (vi) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book–entry transfer, any notice of withdrawal must specify the name and number of the account at the book–entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book–entry transfer facility’s procedures. All questions as to the validity, form and eligibility of notices of withdrawals, including time of receipt, will be determined by the Issuers, and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not accepted for exchange for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book–entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book–entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers–Procedures for Tender Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

Neither the Issuer, any affiliate or assigns of the Issuer, the Exchange Agent nor any other person will be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give such notification (even if such notice is given to other persons).

3. Beneficial Owner Instructions. Only a holder of Outstanding Notes (i.e., a person in whose name Outstanding Notes are registered on the books of the registrar or, or, in the case of Outstanding Notes held through book–entry, such book–entry transfer facility specified by the holder), or the legal representative or attorney-in-fact of a holder, may execute and deliver this Letter of Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the Exchange Offer must arrange promptly for the appropriate holder to execute and deliver this Letter of Transmittal on his or her behalf through the execution and delivery to the appropriate holder of the “Instructions to Registered Holder from Beneficial Owner” form accompanying this Letter of Transmittal.

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4. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder(s) (which term, for the purposes described herein, shall include the book–entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of the certificates (or on such security listing) without alteration, addition, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal (or facsimiles thereof) as there are different registrations of Outstanding Notes.

When this Letter of Transmittal is signed by the registered holder(s) of Outstanding Notes (which term, for the purposes described herein, shall include the book–entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required. If, however, this Letter of Transmittal is signed by a person other than the registered holder(s) of the Outstanding Notes listed or the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder(s) of the Outstanding Notes, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuers and duly executed by the registered holder, in each case signed exactly as the name or names of the registered holder(s) appear(s) on the Outstanding Notes and the signatures on such certificates must be guaranteed by an Eligible Guarantor Institution. If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys–in–fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, submit proper evidence satisfactory to the Issuers, in the Issuers’ sole discretion, of such persons’ authority to so act.

Endorsements on certificates for the Outstanding Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a registered holder (which term, for the purposes described herein, shall include the book–entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution.

5. Special Registration and Delivery Instructions. Tendering holders should indicate, in the applicable Box 6 or Box 7, the name and address in/to which the Exchange Notes and/or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name(s) and address(es) of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number or social security number of the person named must also be indicated. A holder tendering the Outstanding Notes by book–entry transfer may request that the Outstanding Notes not exchanged be credited to such account maintained at the book–entry transfer facility as such holder may designate. See Box 4.

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If no such instructions are given, the Exchange Notes (and any Outstanding Notes not tendered or not accepted) will be issued in the name of and sent to the holder signing this Letter of Transmittal or deposited into such holder’s account at the applicable book-entry transfer facility.

6. Transfer Taxes. The Issuers shall pay all transfer taxes, if any, applicable to the transfer and exchange of the Outstanding Notes to the Issuers or the Issuers’ order pursuant to the Exchange Offer. If, however, the Exchange Notes are delivered to or issued in the name of a person other than the registered holder, or if a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Issuers or the Issuers’ order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

7. Waiver of Conditions. The Issuers reserve the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offers set forth in the Prospectus.

8. Mutilated, Lost, Stolen or Destroyed Securities. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should promptly contact the Exchange Agent at the address set forth on the first page hereof for further instructions. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been completed.

9. No Conditional Tenders; No Notice of Irregularities. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange. The Issuers reserve the right, in the Issuers’ reasonable judgment, to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Issuers, the Exchange Agent nor any other person is under any obligation to give such notice nor shall they incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holder promptly following the Expiration Date.

10. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth on the first page hereof.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER WITH CERTIFICATES OF OUTSTANDING NOTES OR CONFIRMATION OF BOOK–ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax law, a tendering holder whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York as Paying Agent (the “Paying Agent”), with either (i) such holder’s correct taxpayer identification number (“TIN”) on the Substitute Form W–9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service and any payments that are made to such holder may be subject to backup withholding (see below).

Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on the Substitute Form W–9. For example, a corporation should complete the Substitute Form W–9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W–8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W–8BEN can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9” for more instructions. Holders are encouraged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

A holder who does not have a TIN may check the box in Part 3 of the Substitute Form W–9 if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service. The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9” for additional guidance on which number to report.

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EX-99.2

EXHIBIT 99.2

ARAMARK CORPORATION

OFFER TO EXCHANGE

$1,280,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8.50% SENIOR SUBORDINATED NOTES

DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING 8.50% SENIOR

NOTES DUE 2015

$500,000,000 PRINCIPAL AMOUNT OF THE ISSUERS SENIOR FLOATING RATE NOTES

DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,

AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING

SENIOR FLOATING RATE NOTES DUE 2015

                    , 2007

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated                     , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), ARAMARK Corporation (the “Issuers”) and certain subsidiaries of the Issuers (the “Guarantors”), are offering to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,280,000,000 of the Issuers’ 8.50% Senior Notes due 2015 and an aggregate principal amount of up to $500,000,000 of the Issuers’ Senior Floating Rate Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the Issuers’ outstanding 8.50% Senior Notes due 2015, and all of the Issuers’ outstanding Senior Floating Rate Notes due 2015, (the “Outstanding Notes”) in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W–9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W–9 (providing information relating to U.S. federal income tax backup withholding);

3. A form of Notice of Guaranteed Delivery; and

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4. A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on         , 2007 (the “Expiration Date”), unless the Issuers otherwise extend the Exchange Offer.

To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book–entry transfer of such Outstanding Notes into the account of The Bank of New York (the “Exchange Agent”), at the book–entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

The Issuers will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Issuers will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to the Issuers or the Issuers’ order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book–entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

ARAMARK Corporation

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

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EX-99.3

EXHIBIT 99.3

ARAMARK CORPORATION

OFFER TO EXCHANGE

$1,280,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8.50% SENIOR NOTES DUE 2015, WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY
AND ALL OF THE ISSUERS’ OUTSTANDING 8.50% SENIOR NOTES DUE 2015

$500,000,000 PRINCIPAL AMOUNT OF THE ISSUERS SENIOR FLOATING RATE NOTES
DUE
 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING
SENIOR FLOATING RATE NOTES DUE 2015

                    ,2007

To Our Clients:

Enclosed for your consideration are a Prospectus, dated                     , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by ARAMARK Corporation (the “Issuers”) and certain subsidiaries of the Issuers (the “Guarantors”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,280,000,000 of the Issuers’ 8.50% Senior Notes due 2015 and an aggregate principal amount of up to $500,000,000 of the Issuers’ Senior Floating Rate Notes due 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the Issuers’ outstanding 8.50% Senior Notes due 2015 and any and all of the Issuers’ outstanding Senior Floating Rate Notes due 2015, (the “Outstanding Notes”) in integral multiples of $2,000 and multiples of $1,000 in excess thereof upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes are unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Issuers will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                      , 2007 (THE “EXPIRATION DATE”), UNLESS THE ISSUERS EXTEND THE EXCHANGE OFFER.

The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Issuers urge beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

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Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your outstanding notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

2

INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER

The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated                      , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by ARAMARK Corporation (the “Issuers”) and certain subsidiaries of the Issuers (the “Guarantors”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,280,000,000 of the Issuers’ 8.50% Senior Notes due 2015, and $500,000,000 of the Issuers’ Senior Floating Rate Notes due 2015 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of the Issuers’ outstanding 8.50% Senior Notes due 2015, and any and all of the Issuers’ Senior Floating Rate Notes due 2015 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

Principal Amount Held for Account Holders(s) Principal Amount to be Tendered*

* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.

If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Issuers or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker–dealer tendering Outstanding Notes acquired for its own account directly from the Issuers. If a holder of the Outstanding Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.

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SIGN HERE

Dated:                     , 2007

Signature(s):

Print Name(s):

Address:

(Please include Zip Code)

Telephone Number
	(Please include Area Code)

Tax Identification Number or Social Security Number:                                                                                                         

My Account Number With You:                                                                                                                                                 

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EX-99.4

EXHIBIT 99.4

ARAMARK CORPORATION

NOTICE OF GUARANTEED DELIVERY

OFFER TO EXCHANGE

$1,280,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ 8.50% SENIOR NOTES DUE 2015, WHICH

HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY

AND ALL OF THE ISSUERS’ OUTSTANDING 8.50% SENIOR NOTES DUE 2015

$500,000,000 PRINCIPAL AMOUNT OF THE ISSUERS’ SENIOR FLOATING RATE NOTES

DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE ISSUERS’ OUTSTANDING

SENIOR FLOATING RATE NOTES DUE 2015

This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by ARAMARK Corporation, a Delaware corporation (the “Issuers”), and the Guarantors, pursuant to the Prospectus, dated              , 2007 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), if the certificates for the Outstanding Notes are not immediately available or if the procedure for book–entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to          p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.

The Exchange Agent is:

THE BANK OF NEW YORK

By Registered or Certified Mail:	By Facsimile:	By Overnight Courier or Hand:
The Bank of New York	212–298–1915	The Bank of New York
101 Barclay Street—7 East		101 Barclay Street—7 East
Reorganization Unit		Reorganization Unit
New York, NY 10286		New York, NY 10286
Attn: Reorganization Unit		Attn: Reorganization Unit
Telephone:		Telephone:
	To Confirm by Telephone:

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space in Box 8 provided on the Letter of Transmittal for Guarantee of Signatures.

1

Ladies and Gentlemen:

Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Issuers the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offers—Guaranteed Delivery Procedures” section of the Prospectus.

Certificate Number(s) (if known) of Outstanding Notes or Account Number at Book–Entry Transfer Facility Aggregate Principal Amount Represented by Outstanding Notes Aggregate Principal Amount of Outstanding Notes Being Tendered

PLEASE COMPLETE AND SIGN

(Signature(s) of Record Holder(s))

(Please Type or Print Name(s) of Record Holder(s))

Dated:                    , 2007

Address:

(Zip Code)

(Daytime Area Code and Telephone No.)

¨ Check this Box if the Outstanding Notes will be delivered by book–entry transfer to The Depository Trust Company.

Account Number:

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e–4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e–4 under the Exchange Act, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book–entry confirmation (a confirmation of a book–entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.

Name of Firm:
	(Authorized Signature)

Address:
	(Zip Code)

Area Code and Tel. No.:

Name:
	(Please Type or Print)

Title:

Dated:                      , 2007

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No notice of Guaranteed Delivery should be sent to the Issuers.

2. Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Issuers, evidence satisfactory to the Issuers of their authority so to act must be submitted with this Notice of Guaranteed Delivery.

3. Questions and Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

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