Agreement, substantially in the form attached hereto as Annex A (the "Registration Rights Agreement"), pursuant to which the Issuer will agree to file with the Securities and Exchange Commission (the "Commission") (i) a registration statement under...Purchase Agreement • May 27th, 1999 • Volume Services America Holdings Inc • New York
BACKGROUNDRegistration Rights Agreement • December 22nd, 2003 • Volume Services America Holdings Inc • Retail-eating places • New York
Exhibit 10.3 CREDIT AGREEMENT dated as of December 3, 1998Credit Agreement • May 27th, 1999 • Volume Services America Holdings Inc • New York
AMONGShare Exchange Agreement • May 27th, 1999 • Volume Services America Holdings Inc • New York
ARTICLE I DEFINITIONSStockholders' Agreement • May 27th, 1999 • Volume Services America Holdings Inc • Delaware
INDENTUREIndenture • December 22nd, 2003 • Volume Services America Holdings Inc • Retail-eating places • New York
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") dated July 23, 2004 by and between Volume Services America Holdings, Inc., a Delaware corporation (the "Company") and Lawrence E. Honig...Employment Agreement • August 13th, 2004 • Volume Services America Holdings Inc • Retail-eating places • New York
Exhibit 10.7 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...Employment Agreement • May 27th, 1999 • Volume Services America Holdings Inc
amongCredit Agreement • December 22nd, 2003 • Volume Services America Holdings Inc • Retail-eating places • New York
Exhibit 10.8 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...Employment Agreement • May 27th, 1999 • Volume Services America Holdings Inc • South Carolina
Exhibit 10.10 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...Employment Agreement • May 27th, 1999 • Volume Services America Holdings Inc
Exhibit 4.2 VOLUME SERVICES AMERICA, INC. 11 1/4% Senior Subordinated Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • May 27th, 1999 • Volume Services America Holdings Inc • New York
BACKGROUNDStockholders Agreement • December 22nd, 2003 • Volume Services America Holdings Inc • Retail-eating places • Delaware
INDENTUREIndenture • May 27th, 1999 • Volume Services America Holdings Inc • New York
INDEMNITY AGREEMENTIndemnity Agreement • September 22nd, 2008 • Centerplate, Inc. • Retail-eating places • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2008, by and between Centerplate, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2006 • Centerplate, Inc. • Retail-eating places • Connecticut
THIS AGREEMENT is made as of October 25, 2006, between Centerplate, Inc., a Delaware corporation (the “Company”), and William H. Peterson, 3045 McConnell Drive, Los Angeles, CA 90064 (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2008 among VOLUME SERVICES AMERICA, INC., VOLUME SERVICES, INC. and SERVICE AMERICA CORPORATION, as Borrowers, CENTERPLATE, INC., as a Guarantor, THE LENDERS SIGNATORY HERETO FROM TIME TO...Credit Agreement • December 24th, 2008 • Centerplate, Inc. • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 23, 2008 (this “Agreement”), is entered into by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as the Lenders (as defined herein), and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”).
Centerplate, Inc. 2,517,818 Income Deposit Securities (IDSs) Each Representing One Share of Common Stock and $5.70 Principal Amount of 13.5% Subordinated Notes Due 2013 Underwriting AgreementUnderwriting Agreement • December 5th, 2007 • Centerplate, Inc. • Retail-eating places • New York
FORM OF SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 19th, 2008 • Centerplate, Inc. • Retail-eating places • New York
THIS SIXTH AMENDMENT TO CREDIT AMENDMENT (this “Amendment”) is made and entered into as of May 19, 2008, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (“Administrative Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 12th, 2007 • Centerplate, Inc. • Retail-eating places • New York
THIS THIRD AMENDMENT TO CREDIT AMENDMENT (this “Amendment”) is made and entered into as of June 8, 2007, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (the “Administrative Agent”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 24th, 2008 • Centerplate, Inc. • Retail-eating places • Delaware
This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of December 23, 2008, made and entered into by and among KPLT Holdings, Inc., a Delaware Corporation (“Parent”), KPLT Mergerco, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Centerplate, Inc., a Delaware corporation (the “Company”), shall constitute the first amendment to the Agreement and Plan of Merger, dated as of September 18, 2008, by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
FIRST AMENDMENT TO INDENTUREIndenture • October 27th, 2006 • Centerplate, Inc. • Retail-eating places
This First Amendment to Indenture (this “Amendment”) dated as of October 24, 2006 is executed and delivered by Centerplate, Inc. (the “Company”), a Delaware corporation formerly known as Volume Services America Holdings, Inc., and The Bank of New York, a New York banking corporation, as trustee (the “Trustee”) under the Indenture dated as of December 10, 2003 by and among the Company, the Trustee and the subsidiaries of the Company listed on the signature pages thereto (the “Indenture”).
FORM OF CONSENT AND AMENDMENTConsent and Amendment • March 20th, 2006 • Centerplate, Inc. • Retail-eating places • New York
THIS CONSENT AND AMENDMENT (this “Consent”) is made and entered into as of September 30, 2005, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGER by and among KPLT HOLDINGS, INC., KPLT MERGERCO, INC. and CENTERPLATE, INC. Dated as of September 18, 2008Merger Agreement • September 22nd, 2008 • Centerplate, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 18, 2008, is made by and among KPLT HOLDINGS, INC., a Delaware corporation (“Parent”), KPLT MERGERCO, INC., a Delaware corporation, and a wholly owned Subsidiary of Parent (“Merger Sub”), and CENTERPLATE, INC., a Delaware corporation (the “Company”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2005 • Centerplate, Inc. • Retail-eating places
Amendment, dated September 7, 2005 (the “Amendment”) to the Employment Agreement dated September 29, 1998 between VSI Acquisition II Corporation (currently known as Centerplate, Inc.) and Janet L. Steinmayer (the “Agreement”).
FORM OF CONSENT AND FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 7th, 2008 • Centerplate, Inc. • Retail-eating places • New York
THIS CONSENT AND FIFTH AMENDMENT TO CREDIT AMENDMENT (this “Amendment”) is made and entered into as of April 1, 2008, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (“Administrative Agent”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • January 26th, 2009 • Centerplate, Inc. • Retail-eating places • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 23 2009, among Centerplate, Inc. (the “Company”), a Delaware corporation formerly known as Volume Services America Holdings, Inc., the subsidiaries of the Company listed on the signature pages hereto (the “Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2005 • Centerplate, Inc. • Retail-eating places • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of April 15, 2005 (the “Effective Date”), by and among VOLUME SERVICES AMERICA, INC. (“VSA”), VOLUME SERVICES, INC. (“VS”), and SERVICE AMERICA CORPORATION (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC. (“Holdings”), the Lenders party to the Credit Agreement, WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and Syndication Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, for itself, as a Lender, and as Administrative Agent for the Lenders parties from time to time to the Credit Agreement described below.
Letterhead of Centerplate, Inc.]Stockholders Agreement • May 7th, 2007 • Centerplate, Inc. • Retail-eating places • New York
Reference is made to: (a) that certain Amended and Restated Stockholders Agreement dated as of December 10, 2003 (the “Stockholders Agreement”) by and among Centerplate, Inc., a Delaware corporation formerly known as Volume Services America Holdings, Inc. (the “Company”), VSI Management Direct L.P., a Delaware limited partnership (“Direct”), 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. together, “Blackstone”) and Recreational Services L.L.C., a Delaware limited liability company (“GE”); and (b) that certain Registration Rights Agreement dated as of December 10, 2003 by and among the Company, Direct, Blackstone, GE, Lawrence E. Honig and Kenneth R. Frick, as amended by a letter agreement dated March 22, 2007 (the “Registration Rights Agreement”). Capitalized terms used but not defined herein have the meanings given to them in the Registration Rights Agreement.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2008 • Centerplate, Inc. • Retail-eating places • New York
THIS SEVENTH AMENDMENT TO CREDIT AMENDMENT (this “Amendment”) is made and entered into as of September ___ 2008, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (“Administrative Agent”).
WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 17th, 2008 • Centerplate, Inc. • Retail-eating places • New York
THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AMENDMENT (this “Amendment”) is made and entered into as of March 10, 2008, by and among VOLUME SERVICES AMERICA, INC., a Delaware corporation (“VSA”), VOLUME SERVICES, INC., a Delaware corporation (“VS”), SERVICE AMERICA CORPORATION, a Delaware corporation (“SAC”) (VSA, VS and SAC are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), CENTERPLATE, INC., a Delaware corporation (“Holdings”), the Lenders signatory hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and as the Administrative Agent (the “Administrative Agent”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • Centerplate, Inc. • Retail-eating places
Second Amendment, dated as of March 1, 2006 (the “Second Amendment”) to the Employment Agreement dated September 29, 1998 between VSI Acquisition II Corporation (currently known as Centerplate, Inc.) and Janet L. Steinmayer (the “Agreement”).
