FOOD SERVICES MANAGEMENT AGREEMENT of THIS AGREEMENT, made this S| day of March, 2007, by and between MISSISSIPPI STATE UNIVERSITY ("Client’) and ARAMARK EDUCATIONAL SERVICES, INC., a Delaware corporation, having its. principal place of business at ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania (‘ARAMARK’). WITNESSETH THAT: 4, ENGAGEMENT OF ARAMARK; EFFECTIVE DATE: Client hereby engages ARAMARK, on an exclusive basis, to provide Ciient with meals, including ala carte items and non-alcoholic beverages, for Client to resell to its students, faculty, staff and guests on its campus in Starkville, Mississippi. The effective date of this Agreement is July 1, 2007 (the “Effective Date"), ARAMARK will operate the Campus Food Service Program in accordance with the terms of those agreements between Client and certain third parties set forth on Schedule 1 attached hereto and made a part hereof. ‘As used in the foregoing paragraph, the term ‘exclusive basis’ does not include the following Client facilities: Strange Brew in Griffis Hall, vending, Bames and Noble Café, and athletic concessions. In addition, ARAMARK shall not have exclusive rights to catering. This Agreement shall be subject to the review and approval/disapproval of the Board of Trustees of State Institutions of Higher Learning of the State of Mississippi. 2. DEFINITIONS: The following words and phrases when used in this ‘Agreement, or any amendment hereto, shall have the meanings given to them in this Paragraph: ‘A. “Accounting Periods": The two (2) Accounting Periods of four (4) weeks each and one (1) Accounting Period of five (5) weeks which occur in each quarter. The September Accounting Period in 2009 shall consist of six (6) weeks. B. “Agreement”: This Food Services Management Agreement. zc~228204.14results directly from the negligence or intentional misconduct of ARAMARK or its agents, officers or employees, then ARAMARK will contact the Client and repair or replace said property at ARAMARK's expense (via funds other than those set forth in Paragraph 13.J(1) of this Agreement). Client and/or its auditors have the right, at Client's expense, to audit the existence of such equipment during normal business hours In addition, ARAMARK will, at its expense, pay all related vehicle expenses including, but net limited to gas, oil, repair parts and labor, and will furnish replacement vehicles when replacement is necessary. Client agrees to allow ARAMARK employees to use MSU-owned vehicles as required to perform the obligations under this contract, these obligations being considered official business of Mississippi State University. 4, CLEANING RESPONSIBILITIES: A. ARAMARK’s Responsibilities: ARAMARK shall maintain high standards of sanitation and shall be responsible for routine cleaning and housekeeping in the food preparation and service areas (including food service equipment, kitchen floors, hoods and grease filters) and for the routine cleaning of tables and chairs in food service areas assigned to ARAMARK. B. Client's Responsibilities: Client, at its expense, shall provide regular cleaning service for cafeteria walls, windows, floors, light fixtures, draperies and blinds, and periodic waxing and buffing of floors. In addition, Client, utilizing the equipment maintenance and repair fund available under Section 13.I(1) of this Agreement (or, in the event that such fund has been depleted, at Client's sole expense), shall be responsible for routine cleaning of all grease traps, duct work, plenum chambers and roof fans. 5, FOOD SERVICE AND MENUS: ARAMARK shall manage the Campus Food Service Program for Client and Client's students, faculty, staff and guests at such hours and locations as Client and ARAMARK mutually determine. ARAMARK shall submit menus to such person as Client shall designate at least one (1) week in advance of implementation. Mzo~220204.146. PRICES: Client and ARAMARK shall mutually determine the prices at which items shall be sold. If ARAMARK sustains increases in its costs, including but not limited to increases in its product, labor, or utility costs, ARAMARK, with written notification to Client, may request to increase its prices to recover such increased costs; provided, however, that any price increases for products provided by ARAMARK under “national brand” supplier contracts may be automatically increased upon thirty (30) days prior written notice to Client, Meal plan rates must be approved by the Mississippi Board of Trustees of State Institutions of Higher Leaming (the “IHL") prior to implementation. 7. PERSONNEL: ‘A. ARAMARK shall provide and pay a staff of its employees on duty on Client's premises (or at other locations served by ARAMARK under this Agreement as mutually agreed upon by the parties) for the efficient management of the Campus Food Service Program. Employees of ARAMARK will be subject to the rules and regulations of Client while on Client's premises. B. ARAMARK shall assign to duty on Client's premises only employees acceptable to Client. C. Client Employees Transitioned to ARAMARK Payroll: 1) Transitioned Employees: All Dining Services staff working for the Client as of the effective date of this Agreement will be guaranteed employment with ARAMARK, will be hired for at least a twelve (12) month fair trial period, and will be given a minimum wage increase of Five Percent (5%) effective as of July 1, 2007. 2) — Bonus Pool: In addition, ARAMARK shall establish a merit bonus pool (the "Bonus Pool") in an amount equivalent to Five Percent (5%) of the total wages and salaries (calculated as of July 1, 2007) of those former Client Dining Service employees transitioned to ARAMARK's payroll (“Tran bonus pool shall be distributed at ARAMARK's discretion based upon performance evaluations to such employees after December 31, 2007. ARAMARK hereby agrees that it shall distribute the entire amount of the Bonus Pool as contemplated herein. Such merit bonuses shall be distributed during the month of January 2008. ioned Employees”), which Mzc~-728204.18