Volume Services America Inc Sample Contracts

Volume Services America Inc – FORM OF SUPPLEMENTAL INDENTURE (November 7th, 2003)

EXHIBIT 4.2 FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE, dated as of , 2003, by and between Volume Services America, Inc., a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A., as successor to Norwest Bank Minnesota, National Association, as trustee (the "Trustee") to the Indenture, dated as of March 4, 1999 (the "Indenture"). W I T N E S S E T H : WHEREAS, the Company and the Trustee have heretofore executed and delivered the Indenture providing for the issuance of 11 1/4% Senior Subordinated Notes due 2009 (the "Securities") of the Company; WHEREAS, there is currently outstanding under the Indenture $100,000,000 in aggregate principal amount of the Securities; WHEREAS, Volume Services America Holdings, Inc., a Delaware corporation and the parent entity of the

Volume Services America Inc – SUBORDINATED NOTES (November 7th, 2003)

Exhibit 4.3 ================================================================================ VOLUME SERVICES AMERICA HOLDINGS, INC. SUBORDINATED NOTES ---------- INDENTURE DATED AS OF , 2003 ---------- THE BANK OF NEW YORK, TRUSTEE ================================================================================ TABLE OF CONTENTS PAGE ARTICLE 1 Definition And Incorporation By Reference......................... 1 SECTION 1.01. Definition

Volume Services America Inc – UNDER THE TRUST INDENTURE ACT OF 1939 OF A (November 7th, 2003)

EXHIBIT 25.1 =============================================================================== FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (State of incorporation (I.R.S. employer if not a U.S. natio

Volume Services America Inc – REGISTRATION RIGHTS AGREEMENT (November 7th, 2003)

Exhibit 4.5 FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of , 2003 (this "Agreement"), among Volume Services America Holdings, Inc., a Delaware corporation (the "Company"), VSI Management Direct L.P., a Delaware limited partnership (including any successors, assigns and Transferees (as defined below) thereof, collectively "VSI"), BCP Volume L.P., a Delaware limited partnership, BCP Offshore Volume L.P., a Cayman Islands limited partnership, (BCP Volume L.P. and BCP Offshore Volume L.P., in each case, including any successors, assigns and Transferees thereof, collectively "Blackstone"), Lawrence E. Honig, Kenneth R. Frick and Janet L. Steinmayer (including any heirs, personal representatives, successors, assigns and Transferees thereof, "Management" and each a "member of Management") and Recreational Services

Volume Services America Inc – SEPARATION AGREEMENT (November 7th, 2003)

Exhibit 10.5 SEPARATION AGREEMENT This is a Separation Agreement (hereinafter the "Agreement") between John T. Dee (hereinafter the "Executive") and Volume Services America Holdings, Inc. (hereinafter the "Company"). WHEREAS, Executive is unable to attend the Company's August 2003 Board of Directors Meeting due to his ill health; and WHEREAS, Executive is resigning from his employment with the Company and from his position as Chairman of the Board of Directors for health reasons; and WHEREAS, Executive and the Company agree that Executive's last day of employment with the Company (hereinafter the "Separation Date") shall be the earlier of: (i) August 28, 2003 or (ii) the date on which the Company decides to proceed with its currently intended initial public offering of stock; and WHEREAS, in the interests of compromise and certainty, Executive and the C

Volume Services America Inc – AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (November 7th, 2003)

EXHIBIT 4.6 FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of , 2003 (this "Agreement"), among (i) Volume Services America Holdings, Inc., a Delaware corporation (the "Company"), (ii) BCP Volume L.P., a Delaware limited partnership ("BCP Volume") and BCP Offshore Volume L.P., a Cayman Islands exempted limited partnership, ("BOCP Volume," and together with BCP Volume, "Blackstone"), (iii) VSI Management Direct L.P., a Delaware limited partnership ("Management Direct," and together with Blackstone, the "Blackstone Group"), (iv) General Electric Capital Corporation ("GECC") and (v) Recreational Services L.L.C., a Delaware limited liability company ("GE LLC," and together with the Blackstone Group, the "Investors"). BACKGROUND 1. Prior to the i

Volume Services America Inc – SEPARATION AGREEMENT (September 2nd, 2003)

Exhibit 10.1 SEPARATION AGREEMENT This is a Separation Agreement (hereinafter the "Agreement") between John T. Dee (hereinafter the "Executive") and Volume Services America Holdings, Inc. (hereinafter the "Company"). WHEREAS, Executive is unable to attend the Company's August 2003 Board of Directors Meeting due to his ill health; and WHEREAS, Executive is resigning from his employment with the Company and from his position as Chairman of the Board of Directors for health reasons; and WHEREAS, Executive and the Company agree that Executive's last day of employment with the Company (hereinafter the "Separation Date") shall be the earlier of: (i) August 28, 2003 or (ii) the date on which the Company decides to proceed with its currently intended initial public offering of stock; and WHEREAS, in the interests of compromise and certainty, Executive and the C

Volume Services America Inc – DEFERRED COMPENSATION PLAN (August 26th, 2003)

EXHIBIT 10.2 VOLUME SERVICES AMERICA DEFERRED COMPENSATION PLAN (EFFECTIVE JUNE 1, 2000) TABLE OF CONTENTS PAGE ARTICLE 1 INTRODUCTION...........................................................1 1.1 Name of Plan...............................................................1 1.2 Purposes of Plan...........................................................1 1.3 "Top Hat" Pension Benefit Plan.............................................1 1.4 Funding....................................................................1 1.5 Effective Date....................

Volume Services America Inc – ARTICLES OF AMENDMENT AND RESTATEMENT (August 26th, 2003)

EXHIBIT 3.11 FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CHARTER OF SERVICE AMERICA CONCESSIONS CORPORATION Service America Concessions Corporation (the "Corporation"), a corporation organized and existing under the laws of the State of Maryland desires to amend and restate its charter as currently in effect. These Articles of Amendment and Restatement of the Charter of the Corporation were advised and approved by a majority of the Board of Directors of the Corporation and approved by the stockholders of the Corporation. The provisions set forth in these Articles of Amendment and Restatement of the Charter are all the provisions of the Charter of the Corporation currently in effect.

Volume Services America Inc – AMENDMENT AND WAIVER AGREEMENT (August 26th, 2003)

EXHIBIT 10.8 FORM OF AMENDMENT AND WAIVER AGREEMENT This AMENDMENT AND WAIVER AGREEMENT (the "Amendment") is made as of July 1, 2003, by and between Volume Services America Holdings, Inc., a Delaware corporation (the "Company") and Lawrence E. Honig (the "Executive"). WHEREAS, the Executive and the Company entered into an employment agreement dated as of April 15, 2002, pursuant to which the Executive is employed as the Chief Executive Officer of the Company (the "Employment Agreement"); WHEREAS, the parties desire to amend the Employment Agreement, subject to the terms and conditions contained in this Amendment; WHEREAS, pursuant to Section 12(b) of the Employment Agreement, the Employment Agreement may be amended only by written instrument signed by the parties to the Employment Agreement. NOW, THEREFORE, in considerat

Volume Services America Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION (August 26th, 2003)

EXHIBIT 3.21 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SERVICE AMERICA OF TEXAS, INC. Service America of Texas, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Texas, DOES HEREBY CERTIFY: The name of the Corporation is Service America of Texas, Inc. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Texas on October 28, 1988. These Amended and Restated Articles of Incorporation, which further amend and restate the Articles of Incorporation of the Corporation have been duly adopted in accordance with Section 407(A)(2) of the Business Corporation Act of the State of Texas ("TBCA"). Each amendment made in these Amended and Rest

Volume Services America Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION (August 26th, 2003)

EXHIBIT 3.17 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SVM OF TEXAS, INC. SVM of Texas, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Texas, DOES HEREBY CERTIFY: The name of the Corporation is SVM of Texas, Inc. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Texas on September 26, 1983, and amended its Articles of Incorporation on July 30, 1993. The Corporation restated its Articles of Incorporation on July 19, 1999. These Amended and Restated Articles of Incorporation, which further amend and restate the Articles of Incorporation of the Corporation have been duly adopted in accordance with Section 407(A)(2) of

Volume Services America Inc – ARTICLES OF AMENDMENT AND RESTATEMENT (July 17th, 2003)

EXHIBIT 3.11 FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CHARTER OF SERVICE AMERICA CONCESSIONS CORPORATION Service America Concessions Corporation (the "Corporation"), a corporation organized and existing under the laws of the State of Maryland desires to amend and restate its charter as currently in effect. These Articles of Amendment and Restatement of the Charter of the Corporation were advised and approved by a majority of the Board of Directors of the Corporation and approved by the stockholders of the Corporation. The provisions set forth in these Articles of Amendment and Restatement of the Charter are all the provisions of the Charter of the Corporation currently in effect.

Volume Services America Inc – RESTATED CERTIFICATE OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.1 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF VOLUME SERVICES AMERICA HOLDINGS, INC. Volume Services America Holdings, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: The name of the Corporation is Volume Services America Holdings, Inc. The Corporation was originally incorporated under the name "VSI Acquisition II Corporation" and filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on November 21, 1995. The Corporation filed Certificates of Amendment with the Secretary of State of the State of Delaware on December 20, 1995, April 1, 1997, April 24, 1997 and October 16, 1998. The Corporation filed a restatement of its Ce

Volume Services America Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.17 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SVM OF TEXAS, INC. SVM of Texas, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Texas, DOES HEREBY CERTIFY: The name of the Corporation is SVM of Texas, Inc. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Texas on September 26, 1983, and amended its Articles of Incorporation on July 30, 1993. The Corporation restated its Articles of Incorporation on July 19, 1999. These Amended and Restated Articles of Incorporation, which further amend and restate the Articles of Incorporation of the Corporation have been duly adopted in accordance with Section 407(A)(2) of

Volume Services America Inc – RESTATED CERTIFICATE OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.3 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF VOLUME SERVICES AMERICA, INC. Volume Services America, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: The name of the Corporation is Volume Services America, Inc. The Corporation was originally incorporated under the name "IM Stadium, Inc." and filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on December 21, 1992. The Corporation filed Certificates of Amendment with the Secretary of State of the State of Delaware on October 16, 1998. The Corporation filed a restatement of its Certificate of Incorporation on October 23, 1998. This Restated Certific

Volume Services America Inc – RESTATED ARTICLES OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.15 FORM OF RESTATED ARTICLES OF INCORPORATION OF SERVO-KANSAS, INC. Servo-Kansas, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Kansas, DOES HEREBY CERTIFY: The name of the Corporation is Servo-Kansas, Inc. The Corporation filed its original Articles of Incorporation with the Secretary of State of the State of Kansas on April 3, 1987. The Corporation filed a Certificate of Amendment of its Articles of Incorporation with the Secretary of State on July 30, 1993. The Corporation filed a restatement of its Articles of Incorporation on July 14, 1999. These Restated Articles of Incorporation, which further restate and amend the Articles of Incorporation of the Corporation as her

Volume Services America Inc – RESTATED ARTICLES OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.19 FORM OF RESTATED ARTICLES OF INCORPORATION OF VOLUME SERVICES, INC. Volume Services, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Kansas, DOES HEREBY CERTIFY: The name of the Corporation is Volume Services, Inc. The Corporation filed its original Articles of Incorporation with the Secretary of State of the State of Kansas on December 7, 1987. These Restated Articles of Incorporation, which restate and further amend the Articles of Incorporation of the Corporation as heretofore amended and restated, have been duly adopted in accordance with Sections 17-6602 and 17-6605 of the Kansas Statutes Annotated ("K.S.A."). The Corporation has received payment for its stock.

Volume Services America Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.9 FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EVENTS CENTER CATERING, INC. Events Center Catering, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Wyoming, DOES HEREBY CERTIFY: The name of the Corporation is Events Center Catering, Inc. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Wyoming on June 13, 1994. These Amended and Restated Articles of Incorporation, which restate and further amend the Articles of Incorporation of the Corporation as heretofore amended and restated, has been duly adopted in accordance with Sections 17-16-704, 17-16-821, 17-16-1003 and 17-16-1007 of the Wyoming Business Corporation Act

Volume Services America Inc – RESTATED AND AMENDED ARTICLES OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.13 FORM OF RESTATED AND AMENDED ARTICLES OF INCORPORATION OF SERVICE AMERICA CORPORATION OF WISCONSIN These Restated and Amended Articles of Incorporation consist of the Articles of Incorporation as to date. The Restated and Amended Articles of Incorporation were duly adopted in accordance with the provision of the Wisconsin Business Corporation Law Section 180.1007. These Restated and Amended Articles of Incorporation supersede and take the place of the existing Restated Articles of Incorporation and any amendments thereto. These Restated and Amended articles of Incorporation also contain amendments to the Restated Articles of Incorporation requiring shareholder approval. The amendments were adopted in accordance with the provision of the Wisconsin Business Corporation Law

Volume Services America Inc – 11 1/4% SENIOR SUBORDINATED NOTES DUE 2009 (July 17th, 2003)

EXHIBIT 4.1 EXECUTION COPY ================================================================================ VOLUME SERVICES AMERICA, INC. 11 1/4% SENIOR SUBORDINATED NOTES DUE 2009 ---------- INDENTURE DATED AS OF MARCH 4, 1999 ---------- NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, TRUSTEE ================================================================================ TABLE OF CONTENTS PAGE

Volume Services America Inc – RESTATED CERTIFICATE OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.7 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF SERVICE AMERICA CORPORATION Service America Corporation (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: The name of the Corporation is Service America Corporation. The Corporation was originally incorporated under the name "SERVICE AMERICA CORPORATION," and filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 18, 1960. The Corporation filed a Restated Certificate of Incorporation on January 21, 1997. The Certificate of Incorporation was further amended pursuant to that certain Corrected Certificate of Merger, merging Servam Acquisition Corp. with and into the Corp

Volume Services America Inc – LONG-TERM INCENTIVE PLAN (July 17th, 2003)

Exhibit 10.9 FORM OF VOLUME SERVICES AMERICA HOLDINGS, INC. LONG-TERM INCENTIVE PLAN 10 VOLUME SERVICES AMERICA HOLDINGS, INC. LONG-TERM INCENTIVE PLAN ------------------------ Purpose of Long-Term Incentive Plan ----------------------------------- The purpose of the Volume Services America Holdings, Inc. Long-Term Incentive Plan (the "Plan") is to enable Volume Services America Holdings, Inc. (the "Corporation") to strengthen the mutuality of interests between employees of the Corporation and its Subsidiaries and the Corporation's Unitholders, by providing long-term performance-based compensation incentives. 1. Defined Terms -------------

Volume Services America Inc – RESTATED CERTIFICATE OF INCORPORATION (July 17th, 2003)

EXHIBIT 3.5 FORM OF RESTATED CERTIFICATE OF INCORPORATION OF VOLUME SERVICES, INC. Volume Services, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: The name of the Corporation is Volume Services, Inc. The Corporation was originally incorporated and filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 14, 1973. The Corporation filed a Certificate of Amendment with the Secretary of the State of Delaware on October 30, 1989, and a Restated Certificate of Incorporation on August 5, 1992. This Restated Certificate of Incorporation, which restates and further amends the certificate of incorporation of the

Volume Services America Inc – DEFERRED COMPENSATION PLAN (May 15th, 2003)

EXHIBIT 10.2 VOLUME SERVICES, INC. DEFERRED COMPENSATION PLAN ENROLLMENT INFORMATION AND FORMS VOLUME SERVICES, INC. DEFERRED COMPENSATION PLAN Questions & Answers The following is a list of questions contained in the Questions & Answers section: HOW THE PROGRAM WORKS 1. What is the Volume Services, Inc. Deferred Compensation Plan? (An Overview) 2. What are the advantages of the Plan? 3. What are the trade-offs if I participate? 4. Does my participation affect my other Volume Services, Inc. benefit plans? ELIGIBILITY/DEFERRAL ELECTIONS 5. Who is eligible to participate in the Plan? 6. How much can I defer? 7. When do I make my election to defer? 8. Can I change my deferral election? 9. What

Volume Services America Inc – LETTER AGREEMENT (May 15th, 2003)

EXHIBIT 10.5 LETTER AGREEMENT May 1, 2002 Mr. John T. Dee 113 New Haven Boulevard Jupiter, FL 33458 Dear John: This letter is intended to amend the Employment Agreement dated as of August 24, 1998 between Volume Services America Holdings, Inc. (formerly VSI Acquisition II Corporation) (the "Company") and yourself (the "Agreement"). Capitalized terms used herein and not defined have the meanings specified in the Agreement. 1. TERM. Section 1 of the Agreement shall be amended to extend the Term to the seventh anniversary of the Effective Date (i.e., through August 24, 2005). Accordingly, the current Section 1 shall be deleted in its entirety and replaced with the following: "1. TERM. The employment of the Executive under this Agreement shall commence as of August 24, 1998 (the "Effective Date") and sh

Volume Services America Inc – EMPLOYMENT AGREEMENT (May 15th, 2003)

Exhibit 10.4 EMPLOYMENT AGREEMENT Employment Agreement (this "Agreement"), dated as of August 24, 1998, by and between VSI Acquisition II Corporation, a Delaware corporation (the "Company"), and John T. Dee (the "Executive"). The Company and the Executive wish to provide for the terms of his employment as a senior executive of the Company. It is therefore agreed as follows: 1. Term. The employment of the Executive under this Agreement shall commence as of August 24, 1998 (the "Effective Date") and shall continue through the fifth anniversary of the Effective Date (the "Term"), subject to earlier termination as provided for in Section 4. 2. Duties; Place of Employment. (a) During the Term, the Executive shall serve as Chief Executive Officer of the Company, in which cap

Volume Services America Inc – DEFERRED COMPENSATION PLAN (May 15th, 2003)

Exhibit 10.3 SERVICE AMERICA CORPORATION DEFERRED COMPENSATION PLAN Effective as of February 9, 1999 ARTICLE - INTRODUCTION 1.1 Name of Plan. Service America Corporation (the "Company") hereby adopts the Service America Corporation Deferred Compensation Plan (the "Plan"). 1.2 Purposes of Plan. The purposes of the Plan are in provide certain eligible employees of the Company the opportunity to defer elements of their compensation which might not otherwise be deferrable under other Company plans, including the Service America Corporation Retirement and Savings Plan (the "Savings Plan") and to receive the benefit of additions to their deferral comparable to those obtainable under the Savings Plan In the absence of ce

Volume Services America Inc – EMPLOYMENT AGREEMENT (May 15th, 2003)

Exhibit 10.7 EMPLOYMENT AGREEMENT Employment Agreement (this "Agreement"), dated as of September 29, 1998, by and between VSI Acquisition II Corporation, a Delaware corporation (the "Company") and Janet L. Steinmayer (the "Executive"). The Company and the Executive wish to provide for the terms of her employment as a senior executive of the Company. It is therefore agreed as follows: 1. Term. The employment of the Executive under this Agreement shall commence as of September 29, 1998 (the "Effective Date") and shall continue until terminated pursuant to Section 4 (the "Term"). 2. Duties; Place of Employment. (a) During the Term, the Executive shall serve as Vice President, General Counsel and Secretary of the Company. The Executive shall report to the Chairma

Volume Services America Inc – EMPLOYMENT AGREEMENT (May 15th, 2003)

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made this 17th November 1995, by and between Volume Services, Inc. a Delaware corporation ("Employer" or "Company"), together with its successors and assigns, and Kenneth R. Frick, ("Executive") together with his heirs and assigns. WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed to provide his services to the Company, all on the terms and subject to the conditions as hereinafter set forth; WHEREAS, Employer and Executive wish to provide for Executive's continued employment if the Company is sold; NOW, THEREFORE, in consideration of the mutual promises contained herein and other good anti valuable consideration, the parties hereto agree as follows: 1. Stock Sale. This Agreement is contingent upon the sale of the outstanding stock of the Company to VSI Acqui

Volume Services America Inc – EMPLOYMENT AGREEMENT (May 15th, 2003)

EXHIBIT 10.8 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated April 15, 2002 by and between Volume Services America Holdings, Inc., a Delaware corporation (the "Company") and Lawrence E. Honig (the "Executive"). The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; Executive desires to accept such employment and enter into such an agreement; In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Term of Employment. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a term commencing on April 15, 2002 (the "Commencement Date") and ending on April 14, 2004 (the "Employment Term") on the terms and subject to the conditions set

Volume Services America Inc – EMPLOYMENT AGREEMENT (May 16th, 2002)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated April 15, 2002 by and between Volume Services America Holdings, Inc., a Delaware corporation (the "Company") and Lawrence E. Honig (the "Executive"). The Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; Executive desires to accept such employment and enter into such an agreement; In consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows: 1. Term of Employment. Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a term commencing on April 15, 2002 (the "Commencement Date") and ending on April 14, 2004 (the "Employment Term") on the terms and subject to the conditions set forth in this Agreement. Unless sooner terminated under the provision

Volume Services America Inc – AMENDMENT TO AMENDED AND RESTATED (May 16th, 2002)

AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT AMENDMENT, dated as of April ___, 2002 (the "Amendment"), among (i) Volume Services America Holdings, Inc. (formerly VSI Acquisition II Corporation), a Delaware corporation (the "Corporation"), (ii) BCP Volume L.P., a Delaware limited partnership ("BCP Volume"), and BCP Offshore Volume L.P., a Cayman Islands exempted limited partnership ("BOCP Volume," and together with BCP Volume, "Blackstone"), (iii) VSI Management Direct L.P., a Delaware limited partnership ("Management Direct"), and (iv) Recreational Services L.L.C., a Delaware limited liability company ("GE LLC"). WHEREAS, the Corporation, Blackstone, Management Direct and GE LLC are all parties to that certain AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT, dated as of August 24, 1998 (the "Stockholders' Agreement"); and WHEREAS, pursuant to Section 8.2 of the

Volume Services America Inc – CREDIT AGREEMENT (March 23rd, 2000)

VOLUME SERVICES AMERICA, INC. FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT dated as of February 8, 1999 TO THE CREDIT AGREEMENT (this "AMENDMENT") dated as of December 3, 1998 and is entered into by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (the "Borrower''), VOLUME SERVICES AMERICA HOLDINGS, INC., a Delaware corporation ("Holdings''), CREDIT SUPPORT PARTIES, CERTAIN FINANCIAL INSTITUTIONS listed on the signature pages thereof (each individually a "LENDER" and collectively the "LENDERS") GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP''), as a Joint Lead Arranger and Syndication Agent (in such capacity, the "SYNDICATION AGENT''), CHASE MANHATTAN BANK DELAWARE, as the Fronting Bank (together with its permitted successors in such capacity, the "FRONTING BANK'') and THE CHASE MANHATTAN BANK ("CHASE'') as a Joint Lead Arranger, the