**Exhibit 10.13****WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT**     **THIS WAIVER AND FOURTH AMENDMENT TO CREDIT AMENDMENT**(this “**Amendment**”) is made and enteredinto 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**, aDelaware 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 Lenderand as the Administrative Agent (the “**Administrative Agent**”).**Statement of Facts**     A. Borrowers, Holdings, the Lenders, and the Administrative Agent are parties to that certainCredit Agreement, dated as of April 1, 2005 , as amended by that certain First Amendment to CreditAgreement dated as of April 15, 2005, as further amended by that certain Consent and Amendmentdated as of September 30, 2005, and as further amended by that certain Third Amendment to CreditAgreement dated as of June 8, 2007 (as so amended, the “**Credit Agreement**”; capitalized terms usedbut not defined in this Amendment have the meanings given in the Credit Agreement, as amended bythis Amendment), whereby the Lenders have made certain extensions of credit to Borrowers.     B. Borrowers and the other Loan Parties seek the Lenders’ consent to amend certain provisionsof the Credit Agreement as provided for herein.     C. Borrower and the Loan Parties also seek the Lenders’ waiver of any Event of Default thatwould have occurred but for the amendments of the Credit Agreement provided for herein.**Statement of Terms**     **NOW THEREFORE**, in consideration of the premises and mutual covenants contained herein, andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:     **1. ****Amendment****.**Subject to the terms and conditions of this Amendment, including withoutlimitation Section 7 hereof, the Credit Agreement is hereby amended as follows whichamendment shall be retroactive to December 31, 2007:          (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the followingnew definitions in proper alphabetical order:          “Canadian Cash Deposit Accounts” shall mean the deposit accounts established in Canadaby Servomation, Inc. with Royal Bank of Canada (or such other Canadian bank as may be acceptable tothe Administrative Agent) for the purpose of making capital improvements to the VancouverConvention Center.
 

 
          “IDS Secondary Offering Expenses” shall mean an amount not to exceed $1,660,000 andconsisting of the aggregate expenses incurred by Holdings in connection with the secondary issuanceby Holdings of IDS Securities pursuant to that certain Registration Statement on Form S-3 (No.333-141551) and the related prospectus supplement dated December 3, 2007.          (b) Section 1.1 of the Credit Agreement is hereby amended by deleting the definitionsof “EBITDA” and “Net Senior Debt” and substituting in lieu thereof the followingnew definitions to read in their entirety as follows:          “EBITDA” shall mean, for any Fiscal Period, consolidated net income (or loss), as thecase may be, of Holdings and its Subsidiaries determined on a consolidated basis in accordance withU.S. GAAP for such Fiscal Period (excluding all extraordinary gains or losses), and adding back tothe extent deducted in determining such consolidated net income (or loss) for such Fiscal Period:(a) Interest Expense, (b) Depreciation, (c) Amortization, (d) Closing Costs in an amount not toexceed $8,000,000, (e) Tax Provisions, and (f) solely for the purpose of determining the SeniorLeverage Ratio under clause (iii) of Section 6.19 for the Monthly Fiscal Period ending December 31,2007, January 31, 2008 or February 29, 2008, the IDS Secondary Offering Expenses, in each case forsuch Fiscal Period, provided that in the event Holdings or any of its Subsidiaries makes aPermitted Business Acquisition during such period, EBITDA for such period shall be calculated on apro forma basis, based on the results of such acquired person as if such Permitted BusinessAcquisition had occurred on the first day of such period; and provided, further, that with respectto any such Permitted Business Acquisition, EBITDA may be further adjusted for post-acquisitioncost savings so long as any and all such adjustments are satisfactory to the Administrative Agentand the Administrative Agent has received from the Borrowers all supporting financial informationas the Administrative Agent may reasonably request in order to properly consider its approval ofsuch adjustments.          “Net Senior Debt” shall mean, as of any date, (a) all Indebtedness of Holdings and itsSubsidiaries on such date, measured on a consolidated basis (provided that with respect to theportion thereof represented by the Revolver Commitments, such amount shall be calculated as theweighted average principal balance of Revolving Credit Exposure outstanding during the immediatelypreceding twelve Monthly Fiscal Periods), plus (b) without duplication, the principal amount of theoutstanding Term Loan, less (c) the amount of cash of Holdings and its Subsidiaries on the balancesheet on such date in excess of $7,500,000 to the extent such excess cash consists of immediatelyavailable, unrestricted funds in deposit accounts (which deposit accounts either (1) are swept on adaily basis to the Concentration Account or (2) constitute Blocked Accounts or the ConcentrationAccount and are subject to a Control Agreement, in either case (1) or (2) above pursuant to Section5.17 hereof, or (3) solely for the purpose of determining the Senior Leverage Ratio under clause(iii) of Section 6.19 for the Monthly Fiscal Period ending December 31, 2007, January 31, 2008 orFebruary 29, 2008, constitute the Canadian Cash Deposit Accounts, excluding for all purposes ofthis clause (c) all cash in the Cash Collateral Account and all cash held for the benefit of thirdparties pursuant to Service Contracts other than, solely for purposes of clause (3) above, aService Contract with Vancouver Convention & Exhibition Centre (whether or not such cash is held indeposit accounts in the name of Holdings or any of its Subsidiaries). “Net Senior Debt” shall notinclude (i) the
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outstanding principal amount of any Holdings Subordinated Notes and any Deferred Subordinated NoteInterest, (ii) any early termination payments that would be owed if all outstanding interest rateprotection agreements, foreign currency exchange agreements or other interest or exchange ratehedging arrangements were terminated, (iii) obligations of Holdings or any of its Subsidiaries tomake minimum payments or to provide minimum or guaranteed commissions under any Service Contract orany reasonable and customary indemnification obligation incurred by Holdings or its Subsidiaries,and (iv) the principal amount of Loans outstanding hereunder equal to the cumulative amount ofConsolidated Service Contract Capital Expenditures under New Service Contract B made by the LoanParties after the effective date of such Service Contract to the extent such Capital Expenditureswere permitted hereunder.     **2. ****Waiver****.**          (a) Subject to the terms and conditions of this Amendment, including without limitationSection 7 hereof, the Lenders hereby waive any Events of Default that may have occurred butfor the amendments set forth in Section 1 above solely as a result of any Dividends havingbeen paid by Holdings during any Dividend Suspension Period that may have occurred as a result ofthe Senior Leverage Ratio not meeting the threshold required under clause (iii) of Section 6.19 ofthe Credit Agreement for the Monthly Fiscal Period of December 2007, January 2008 or February 2008(such Events of Default being herein collectively referred to as the “**Specified Events ofDefault**”).          (b) The waiver provided in Section 2(a) above relates solely to the Specified Eventsof Default, and nothing in this Amendment is intended (or shall be construed) to be an approval,consent or waiver by the Lenders or the Administrative Agent of any other Default or Event ofDefault or of any other covenants, terms or provisions of the Credit Agreement or of the other LoanDocuments.     **3. ****Representations and Warranties****.**Each Borrower hereby represents and warrants tothe Administrative Agent and the Lenders that (a) this Amendment and the Confirmation attachedhereto have been duly authorized, executed and delivered by such Borrower and any other Loan Partysignatory thereto, (b) no Default or Event of Default has occurred and is continuing on and as ofthe date of this Amendment and after giving effect to this Amendment, and (c) all of therepresentations and warranties made by Holdings, Borrowers or any of the other Loan Parties in theCredit Agreement are true and correct in all material respects on and as of the date of thisAmendment and after giving effect to this Amendment (except to the extent that any suchrepresentations or warranties (i) expressly referred to a specific prior date, or (ii) have changedbased upon events expressly permitted by the Credit Agreement).     **4. ****Ratification****.**Each Borrower hereby ratifies and reaffirms each and every term,covenant and condition set forth in the Credit Agreement and all other documents delivered by suchBorrower in connection therewith (including without limitation the other Loan Documents to whichsuch Borrower is a party), effective as of the date hereof and after giving effect to thisAmendment.
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     **5. ****Release****.**(a) Each Loan Party, on behalf of itself and its successors, assigns, andother legal representatives, hereby absolutely, unconditionally and irrevocably releases, remisesand forever discharges the Administrative Agent and Lenders, in their respective capacities asAdministrative Agent and Lenders under the Credit Agreement, and their successors and assigns, andtheir present and former shareholders, affiliates, subsidiaries, divisions, predecessors,directors, officers, attorneys, employees, agents and other representatives (the AdministrativeAgent, each Lender and all such other Persons being hereinafter referred to collectively as the“**Releasees**” and individually as a “**Releasee**”), of and from all demands, actions, causes of action,suits, controversies, sums of money, accounts, bills, reckonings, damages and any and all otherclaims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever(individually, a “**Claim**” and collectively, “**Claims**”) of every name and nature, known or unknown,suspected or unsuspected, both at law and in equity, which such Loan Party or any of itssuccessors, assigns, or other legal representatives may now or hereafter own, hold, have or claimto have against the Releasees or any of them for, upon, or by reason of any circumstance, action,cause or thing whatsoever which arises at any time on or prior to the date that this Amendment isexecuted by all parties, in each case solely for or on account of or relating to the CreditAgreement, any of the other Loan Documents or the transactions thereunder or related thereto, butnot including any Claims based on (i) any unfulfilled Borrowing request that remains outstanding asof the date of this Amendment and for which a request for Borrowing has been properly given byBorrower Representative under the Credit Agreement but not yet funded by Lenders, or (ii) checks,wire transfers or other matters which are ancillary to the credit transactions contemplated by theCredit Agreement.     (b) Each Loan Party understands, acknowledges and agrees that its release set forth above maybe pleaded as a full and complete defense and may be used as a basis for an injunction against anyaction, suit or other proceeding which may be instituted, prosecuted or attempted in breach of theprovisions of such release.     (c) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction whichcould now be asserted or which may hereafter be discovered shall affect in any manner the final,absolute and unconditional nature of the release set forth above.     **6. ****Reimbursement of Expenses****.**Additionally, Borrowers hereby agree, on a joint andseveral basis, to reimburse the Administrative Agent and the Lenders on demand for all reasonablecosts and expenses (including without limitation reasonable attorney’s fees) incurred by suchparties in connection with the negotiation, documentation and consummation of this Amendment andthe other documents executed in connection herewith and therewith and the transactions contemplatedhereby and thereby.     **7. ****Conditions to Effectiveness****.**This effectiveness of this Amendment shall besubject to satisfaction of each of the following conditions precedent:
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     (a) the Administrative Agent shall have received counterparts of thisAmendment, duly executed, completed and delivered by Borrowers, the AdministrativeAgent and each of the Required Lenders;     (b) the Administrative Agent shall have received evidence, in form andsubstance satisfactory to the Administrative Agent, that all cash held in theCanadian Cash Deposit Accounts has been transferred to a Blocked Account;     (c) the Administrative Agent shall have received counterparts of theConfirmation attached to this Amendment, duly executed, completed and delivered byeach Loan Party party thereto; and     (d) the Administrative Agent shall have received payment by 3:00 P.M. (New Yorktime), March 14, 2008 from Borrowers of the Amendment Fee (defined below) for theaccount of the Lenders that have duly executed and delivered a counterpart of thisAmendment to the Administrative Agent on or prior to 12:00 P.M. (New York time),March 10, 2008.     **8. ****Amendment Fee****.**Borrowers hereby agree to pay to each Lender that executes anddelivers a counterpart of this Amendment to the Administrative Agent on or prior to 12:00 P.M. (NewYork time), March 10, 2008 (such Lender referred to herein as a “**Consenting Lender**”), an amendmentfee (the “**Amendment Fee**”) an amount equal to the sum of (1) the product of 0.20% multiplied by theamount of such Lender’s Revolving Credit Commitment as of the date of this Amendment plus the (2)the product of 0.20% multiplied by the outstanding principal amount of such Lender’s Term Loans asof the date of this Amendment. Borrower shall pay the Amendment Fee in immediately available fundsto the Administrative Agent for distribution to the Consenting Lenders on or prior to 3:00 P.M.(New York time), March 14, 2008; provided, however, that the Amendment Fee shall not be due andpayable by Borrowers (or distributed by the Administrative Agent) to Consenting Lenders unless anduntil all of the conditions precedent set forth in Sections 7(a), (b) and(c) of this Amendment shall have been satisfied. Any such Amendment Fees shall bedistributed by the Administrative Agent to Consenting Lenders within five (5) Business Days afterreceipt thereof from Borrower, provided that all conditions precedent in Sections 7(a),(b) and (c) have been satisfied.     **9. ****Governing Law****.**THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.     **10. ****Severability of Provisions****.**Any provision of this Amendment which is prohibitedor unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remaining provisions hereof oraffecting the validity or enforceability of such provision in any other jurisdiction. To theextent permitted by applicable law, each Borrower hereby waives any provision of law that rendersany provision hereof prohibited or unenforceable in any respect.
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     **11. ****Counterparts**. This Amendment may be executed in any number of counterparts, allof which shall be deemed to constitute but one original and shall be binding upon all parties,their successors and permitted assigns.     **12. ****Entire Agreement**. The Credit Agreement as amended by this Amendment embodies theentire agreement between the parties hereto relating to the subject matter hereof and supersedesall prior agreements, representations and understandings, if any, relating to the subject matterhereof.     **13. ****No Other Amendments, Waivers or Amendments**. Except for the amendments set forthin Section 1 above and the waiver set forth in Section 2 above, the CreditAgreement and the other Loan Documents shall remain unchanged and in full force and effect.Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accordand satisfaction of any of the Obligations or to modify, affect or impair the perfection orcontinuity of the Administrative Agent’s and the Lenders’ security interests in, security titles toor other Liens on any Collateral.[*Remainder of page intentionally left blank*]
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     **IN WITNESS WHEREOF**, the parties have caused this Waiver and Fourth Amendment to CreditAgreement be duly executed by their respective duly authorized officers, as of the date first abovewritten.         **VOLUME SERVICES AMERICA, INC.**           By:      Name:      Title:              **VOLUME SERVICES, INC.**           By:      Name:      Title:              **SERVICE AMERICA CORPORATION**           By:      Name:      Title:              **CENTERPLATE, INC.**           By:      Name:      Title:           [Signature Page to Waiver and Fourth Amendment to credit agreement]
 

 
         **GENERAL ELECTRIC CAPITAL CORPORATION**,    as a Lender andas Administrative Agent           By:      Name:      Title:           [Signature Page to Waiver and Fourth Amendment to credit agreement]
 

 
                ,  as a Lender                          By:          Name:          Title:                   [Signature Page to Waiver and Fourth Amendment to credit agreement]
 

 
**CONFIRMATION**          Each of the undersigned Loan Parties hereby acknowledges, consents and agrees to the terms ofthe foregoing Amendment and agrees and confirms that its obligations under each Loan Document towhich it is a party will continue in full force and effect after giving effect to such Amendment.     This                      day of March, 2008.         **SERVICE AMERICA CONCESSIONS CORPORATION,** a Maryland corporation           By:               Name:      Title:     **SERVICE AMERICA OF TEXAS, INC.,**a Texas corporation           By:               Name:      Title:     **V.S.I. OF MARYLAND, INC.,**a Maryland corporation           By:               Name:      Title:  [Signature Page to Waiver and Fourth Amendment to credit agreement]
 

 
         **CENTERPLATE OF KANSAS, INC.,**a Kansas corporation           By:               Name:      Title:  [Signature Page to Waiver and Fourth Amendment to credit agreement]