Letterhead of Centerplate, Inc.]Centerplate, Inc. • May 7th, 2007 • 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.
