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 Stockholders' Agreement, the
Stockholders' Agreement may be amended by the affirmative vote of a majority in
interest of the Stockholders and the prior written consent of any Stockholder
who owns, on a fully-diluted basis, an aggregate number of shares of Common
Stock which constitute at least ten percent (10%) of the outstanding shares of
Common Stock; and
WHEREAS, Blackstone, Management Direct and GE LLC, together, constitute
all of the Stockholders in the Corporation; and WHEREAS, the Corporation,
Blackstone, Management Direct and GE LLC desire to amend Section 2.1 of the
Stockholders' Agreement to provide that the Chief Executive Officer of the
Corporation shall be elected to serve on the Board of Directors of the
Corporation in place of the designee of Management Direct;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Sections 2.1(a), (b) and (c) of the Stockholders' Agreement are
hereby amended to delete the requirement that a designee of Management Direct be
voted to serve on the Board and to require that the Chief Executive Officer of
the Corporation be voted to serve on the Board. Such sections, as amended, shall
read in their entirety as follows:
2.1. Board of Directors. So long as this Agreement shall remain in
effect:
(a) Each Stockholder agrees that it shall vote all of its Voting Stock
at any regular or special meeting of stockholders or in any written
consent executed in lieu of such meeting of stockholders so as to elect
and, during such period, to continue in office the Board of Directors
of the Corporation that consists of: (A) the Chairman of the
Corporation, (B) the Chief Executive Officer of the Corporation, (C)
three designees (unless Blackstone is no longer the sole Controlling
Stockholder, in which case two designees) of Blackstone and (D) if
Blackstone is no longer the sole Controlling Stockholder, two designees
of GE LLC. Each Stockholder shall take all action necessary to insure
that the Corporation's Certificate of Incorporation and By-Laws do not,
at any time, conflict with the provisions of this Agreement.
(b) If GE LLC or Blackstone shall notify the other Stockholders of its
desire to remove, with or without cause, any director of the
Corporation previously designated by it, each Stockholder shall vote
all of the Voting Stock owned or held of record by it so as to remove
such director.
(c) If any director previously designated by Blackstone or GE LLC
ceases to serve on the Board of Directors of the Corporation (whether
by reason of death, resignation, removal or otherwise), the
Stockholders who designated such director shall be entitled to
designate a successor director to fill the vacancy created thereby.
2. Capitalized terms not otherwise defined in this Amendment shall have
the meanings assigned to them in the Stockholders' Agreement.
3. The Stockholders' Agreement, as amended herein, shall remain in full
force and effect in accordance with its terms.
4. This Amendment may be executed in counterparts, each of which shall
be deemed an original, and all of which, together, shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above-written.
VOLUME SERVICES AMERICA
HOLDINGS, INC.
By: ____________________________
Name:
Title:
VSI MANAGEMENT DIRECT L.P.
By: VSI Management I L.L.C.
As General Partner
By: _________________________
Xxxxxxx X. Xxxxx
As Managing Member
By: Blackstone Management Associates II
L.L.C., as General Partner
By: _________________________
Xxxxxx X. Xxxxxx
RECREATIONAL SERVICES L.L.C.
By: General Electric Capital Corporation,
as Managing Member
By: _______________________________
Name:
Title:
BCP VOLUME L.P.
By: Blackstone Capital Partners II
Merchant Banking Fund L.P.
By: Blackstone Management Associates
II L.L.C., as General Partner
By: ______________________________
Xxxxxx X. Xxxxxx
BCP OFFSHORE VOLUME L.P.
By: Blackstone Offshore Capital Partners
II L.P.
By: Blackstone Management Associates
II L.L.C., as General Partner
By: ______________________________
Xxxxxx X. Xxxxxx
