**Exhibit 10.11****FORM OF CONSENT AND AMENDMENT**     **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, VSand 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**”).**Statement of Facts**     A. Borrowers, Holdings, the Lenders, and the Administrative Agent are parties to that certainCredit Agreement, dated as of April 1, 2005 (the “**Credit Agreement**”; capitalized terms used but notdefined in this Consent have the meanings given in the Credit Agreement, as amended by thisConsent), whereby the Lenders have made certain extensions of credit to Borrowers.     B. Borrowers and the other Loan Parties seek the Lenders’ consent to (i) enter into NewService Contract A (defined below) which would require Capital Expenditures in excess of the amountpermitted pursuant to Section 6.15(c), (ii) enter into the New Service Contract B (defined below)which would require Capital Expenditures in excess of the amount permitted pursuant to Section6.15(b) of the Credit Agreement, (iii) amend Section 6.15(a) of the Credit Agreement to increasethe amount of permitted Capital Expenditures made under New Service Contract A, (iv) exclude fromthe limitations of Section 6.15 any Capital Expenditures made under New Service Contract B, and (v)amend certain defined terms as set forth 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. Consent.**(a) Subject to the terms and conditions of this Consent, theAdministrative Agent and the Lenders hereby consent to Borrowers’ and/or any other Loan Party’sentering into that New Service Contract with respect to the parties and venue as identified in awriting making reference to this Consent and dated on or prior to the date hereof by Holdingsaddressed and delivered to the Administrative Agent and identified as “New Service Contract A”(such proposed New Service Contract referred to herein as the “**New Service Contract A**”),provided the following conditions are satisfied at the time such contract is entered into:(i) the New Service Contract A must constitute a Permitted Service Contract in all respects, andthe terms and provisions of the New Service Contract A must not violate any of the terms of theCredit Agreement (as amended by this Consent), (ii) Capital Expenditures made or to be made by anyof the Loan Parties under the New Service Contract A must not exceed the limits set forth in theCredit Agreement (as amended by this Consent), and (iii) immediately prior to entering into suchNew Service Contract A, the Borrowers shall have demonstrated to the
 

 
reasonable satisfaction of the Administrative Agent that immediately prior to and after givingeffect to all of the Capital Expenditures required to be made by any of the Loan Parties under theNew Service Contract A, the Borrowers are in compliance with each of the financial covenant testsset forth in Section 6.19 (as amended hereby).     (b) Subject to the terms and conditions of this Consent, the Administrative Agent and theLenders hereby consent to a Borrower’s and/or any other Loan Party’s entering into a New ServiceContract with respect to the parties and venue as identified in a writing making reference to thisConsent and dated on or prior to the date hereof by Holdings addressed and delivered to theAdministrative Agent and identified as “New Service Contract B” (“**New Service Contract B**”). Uponentering into the New Service Contract B, so long as the following conditions are satisfied at suchtime, any Capital Expenditures made under such New Service Contract B shall not be subject to thelimitations set forth in Section 6.15 of the Credit Agreement (as amended by this Consent): (i) theNew Service Contract B must constitute a Permitted Service Contract in all respects, and the termsand provisions of the New Service Contract B must not violate any of the terms of the CreditAgreement (as amended by this Consent), and (ii) immediately prior to entering into such NewService Contract B, the Borrowers shall have demonstrated to the reasonable satisfaction of theAdministrative Agent that immediately prior to and after giving effect to all of the CapitalExpenditures required to be made by any of the Loan Parties under the New Service Contract B, theBorrowers are in compliance with each of the financial covenant tests set forth in Section 6.19 (asamended hereby).     (c) The consents provided in Sections 1(a) and 1(b) above relate solely to the specifictransactions described therein, and nothing in this Consent is intended (or shall be construed) tobe an approval, consent or waiver by the Lenders or the Administrative Agent of any othercovenants, terms or provisions of the Credit Agreement or of the other Loan Documents. Withoutlimiting the generality of the foregoing, nothing in this Consent is intended to be, nor shall beconstrued as (i) a consent or approval by any Lender or the Administrative Agent to any increase ormodification, now or hereafter, in any of the Commitments of any Lender or in the Total RevolvingLoan Commitment Amount or the Term Loan Commitments, or (ii) an amendment or modification toSection 6.15 as it relates to the Dollar limits on Capital Expenditures made in connection with theMaterial Service Contract as in effect on the Closing Date and prior to the termination of suchService Contract and the replacement thereof with the New Service Contract B.     **2. Amendment**. Subject to the terms and conditions of this Consent, including withoutlimitation Section 4 hereof, the Credit Agreement is hereby amended as follows:          (a) Section 1.1 of the Credit Agreement is hereby amended by inserting the followingnew definitions in proper alphabetical order:     “Consent” shall mean that certain Consent and Amendment dated as of September___, 2005 by and among Holdings, the Borrowers, the Lenders party thereto and theAdministrative Agent.”
 

 
     ““Incremental New Service Contract B EBITDA” shall mean, for any twelveconsecutive Monthly Fiscal Periods, the amount, if any, by which the EBITDA attributable tothe New Service Contract B for such period exceeds the average annual EBITDA attributable tothe Material Service Contract for the last three full calendar years prior to thecommencement of operations at the new venue to which New Service Contract B relates.”     ““New Service Contract A” shall have the meaning set forth in the Consent.”     ““New Service Contract B” shall have the meaning set forth in the Consent.”          (b) Section 1.1 of the Credit Agreement is hereby amended by amending the definition of“Adjusted EBITDA” to read in full as follows:     “Adjusted EBITDA” shall mean, for any Fiscal Period, (a) EBITDA for such FiscalPeriod, minus (b) Incremental New Service Contract B EBITDA, plus (c) to the extent deductedin calculating EBITDA for such period, the Non-Cash Items for such Fiscal Period.”          (c) Section 1.1 of the Credit Agreement is hereby amended by amending the definition of“Available Cash” to read in full as follows:     “Available Cash” shall mean, for any Monthly Fiscal Period, (a) Adjusted EBITDA for thetwelve Monthly Fiscal Periods ending with such Monthly Fiscal Period, less (b) the sum of(i) Cash Interest Expense related to the Senior Indebtedness (other than Cash InterestExpense in respect of Loans outstanding hereunder to the extent that the proceeds of suchLoans were used to fund the Consolidated Service Contract Capital Expenditures made by theBorrowers and their Subsidiaries under New Service Contract B after the effective date ofsuch Service Contract that are permitted hereunder), (ii) principal payments (if any)required or made with respect to the Senior Indebtedness, (iii) Capital Expenditures made incash (other than (x) Capital Expenditures made with Asset Sale Proceeds, proceeds of assetsales described in the first proviso of the definition of “Asset Sale Proceeds”, InsuranceProceeds, funds from the Dividend/CapEx Funding Account and the CapEx Funding Account, theEquity Offering Proceeds from the issuance of IDSs to the extent not required to be appliedto prepay the Obligations under Section 2.10, equity issuance proceeds described in clause(b) of the first parenthetical phrase of the definition of “Equity Offering Proceeds”, andrepayments of loans or returns of capital under Service Contracts, and (y) ConsolidatedService Contract Capital Expenditures made by the Loan Parties under New Service Contract Bafter the effective date of such Service Contract to the extent that such CapitalExpenditures are permitted to be made hereunder), (iv) Tax Provisions paid in cash and (v)Holdings Administrative Expenses, in each case for the twelve Monthly Fiscal Periods endingwith such Monthly Fiscal Period, plus (c) all tax credits and net operating losscarryforwards used during the twelve Monthly Fiscal Periods ending with such Monthly FiscalPeriod, divided by (d) 12.
 

 
          (d) Section 1.1 of the Credit Agreement is hereby amended by amending the definition of“Interest Coverage Ratio” by amending the parenthetical appearing after the reference to CashInterest Expense in the second line thereof to read in full as follows:     “(excluding for any period of calculation, without duplication (i) DeferredSubordinated Note Interest to the extent paid in cash during such period, from fundswithdrawn from the Dividend/CapEx Funding Account and, to the extent permitted in Section2.22, the CapEx Funding Account, (ii) the amount of any required prepayment premium paid incash by the Borrowers to the Prior Creditors in connection with the prepayment of the termloan under the Prior Credit Agreement on or prior to the Closing Date, and (iii) the amountof Cash Interest Expense paid in cash during such period in respect of Loans outstandinghereunder to the extent that the proceeds of such Loans were used to fund the ConsolidatedService Contract Capital Expenditures made by the Borrowers and their Subsidiaries under NewService Contract B after the effective date of such Service Contract that are permittedhereunder).”          (e) Section 1.1 of the Credit Agreement is hereby amended by deleting the second tolast sentence of the definition of “Net Debt” and substituting in lieu thereof, the following:     “Net Debt” shall not include, without duplication (i) obligations of Holdings or any ofits Subsidiaries to make minimum payments or to provide minimum or guaranteed commissionsunder any service contract or any reasonable and customary indemnification obligationsincurred by Holdings or its Subsidiaries, (ii) any early termination payments that would beowed by Holdings and its Subsidiaries on such date if all outstanding interest rateprotection agreements, foreign currency exchange agreements or other interest or exchangerate hedging arrangements were terminated, and (iii) the principal amount of Loansoutstanding hereunder equal to the cumulative amount of Consolidated Service ContractCapital Expenditures made by the Loan Parties after the effective date of such ServiceContract under New Service Contract B that are permitted hereunder.”          (f) Section 1.1 of the Credit Agreement is hereby amended by deleting the second tolast sentence of the definition of “Net Senior Debt” and substituting in lieu thereof, thefollowing:     “Net Senior Debt” shall not include (i) the outstanding principal amount of anyHoldings Subordinated Notes and any Deferred Subordinated Note Interest, (ii) any earlytermination payments that would be owed if all outstanding interest rate protectionagreements, foreign currency exchange agreements or other interest or exchange rate hedgingarrangements were terminated, (iii) obligations of Holdings or any of its Subsidiaries tomake minimum payments or to provide minimum or guaranteed commissions under any ServiceContract or any reasonable and customary indemnification obligation incurred by Holdings orits Subsidiaries, and (iv) the principal amount of Loans outstanding hereunder equal to thecumulative amount of Consolidated Service Contract Capital Expenditures under New ServiceContract B made by the Loan
 

 
Parties after the effective date of such Service Contract to the extent such CapitalExpenditures were permitted hereunder.”          (g) Section 2.10(j) of the Credit Agreement is hereby amended by deleting subclause (i)in clause (b) of the proviso in Section 2.10(j) in its entirety and substituting in lieu thereof anew subclause (i) to read in full as follows:“(i) outstanding Revolving Loans, the proceeds of which were used to (x) finance PermittedBusiness Acquisitions in an amount up to, but not exceeding, the specific dollar limitationson such acquisitions set forth in Section 6.5(a) (without giving effect to any increase insuch dollar limitations that may apply in Section 6.5(a) from the receipt of net proceeds ofcertain equity issuances made after the closing), and (y) fund Consolidated Service ContractCapital Expenditures under New Service Contract B made by the Loan Parties after theeffective date of such Service Contract to the extent such Capital Expenditures werepermitted hereunder, and          (h) Section 6.15(a) of the Credit Agreement is hereby amended by deleting the “.” atthe end of such Section 6.15(a) and inserting in lieu thereof the following proviso:“; provided, further that (i) upon the delivery to the Administrative Agent ofa certificate of a Responsible Officer required pursuant to Section 5.4(h) hereof certifyingentry of Holdings or any of its Subsidiaries of the entry into New Service Contract A andconfirming that New Service Contract A is a Permitted Service Contract after giving effectto the Consent, in addition to the Capital Expenditures otherwise permitted to be made underthis Section 6.15(a), the Loan Parties may make additional Capital Expenditures inconnection with New Service Contract A after the effective date of such Service Contract inan aggregate amount for all such Capital Expenditures not to exceed $14,000,000 (the“Maximum New Service Contract A Amount”), and (ii) any Capital Expenditures made byany of the Loan Parties in connection with New Service Contract B after the effective dateof such Service Contract shall not be subject to any of the Dollar limitations set forthabove in this Section 6.15(a).”          (i) Section 6.15(b) of the Credit Agreement is hereby amended by deleting such Sectionin its entirety and substituting in lieu thereof the following:          “(b) Maximum Capital Expenditures for Existing Service Contracts. Holdings andits Subsidiaries on a consolidated basis shall not make, or enter into any renewal orextension of any Existing Service Contract that requires the making of, Capital Expendituresunder the renewal or extension of any Existing Service Contract in excess of $10,000,000 inthe aggregate at any time after the Closing Date; provided, however, that: (i)with respect to the Material Service Contract, such Dollar limitation on CapitalExpenditures set forth above in this Section 6.15(b) shall be deemed to be $15,000,000; and(ii) upon the written request of the Borrowers to the Administrative Agent and the Lendersmade after the Closing Date, the Required Lenders may approve an increase in the CapitalExpenditure Dollar limit set forth above in this Section 6.15(b)(i) in excess of $15,000,000with respect to the Material Service Contract, such
 

 
approval not to be unreasonably withheld by the Lenders so long as (x) no Default or Eventof Default exists or would result therefrom, (y) the Borrowers have demonstrated to thesatisfaction of Required Lenders that the Borrowers have the financial capacity to make suchadditional Capital Expenditures and that, immediately prior to and after giving effect tosuch additional Capital Expenditures, the Borrowers are in compliance with each of thefinancial covenant tests set forth in Section 6.19; provided, further,however, that, notwithstanding the foregoing and subject to the terms and conditionsset forth in the Consent, Holdings and its Subsidiaries may enter into the New ServiceContract B, which shall not be subject to the Dollar limitations on Capital Expenditures setforth above in this Section 6.15(b).”          (j) Section 6.15(c) of the Credit Agreement is hereby amended by deleting such Sectionin its entirety and substituting in lieu thereof the following:          “(c) Maximum Capital Expenditures for New Service Contracts. Holdings and itsSubsidiaries on a consolidated basis shall not make, or enter into any New Service Contractafter the Closing Date that requires the making of, Capital Expenditures under any NewService Contract in excess of $7,500,000 in the aggregate at any time after the ClosingDate, provided, however, that Administrative Agent may (but is not under anyobligation to) approve Capital Expenditures under New Service Contracts in excess of$7,500,000 that are proposed to be entered into by the Borrowers and identified to theAdministrative Agent in writing prior to the Closing Date; provided, further,however, that, notwithstanding the foregoing and subject to the terms and conditionsset forth in the Consent, Holdings and its Subsidiaries may enter into and make CapitalExpenditures under the New Service Contract A so long as the Capital Expenditures made orrequired to be made thereunder do not exceed the Maximum New Service Contract A Amount.”     **3. Representations and Warranties.**Each Borrower hereby represents and warrants to theAdministrative Agent and the Lenders that (a) this Consent and the Confirmation attached heretohave 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 as of thisdate, and (c) all of the representations and warranties made by Holdings, Borrowers or any of theother Loan Parties in the Credit Agreement are true and correct in all material respects on and asof the date of this Consent and after giving effect to this Consent (except to the extent that anysuch representations or warranties (i) expressly referred to a specific prior date, or (ii) havechanged based 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 this Consent.
 

 
     **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 Consent 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 Consent 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 Consent and theother documents executed in connection herewith and therewith and the transactions contemplatedhereby and thereby.     **7. ****Conditions to Effectiveness.**This Consent shall be effective as of the date ofthis Consent (the “**Consent Effective Date**”), subject to the Administrative Agent’s receipt of (i)this Consent, duly executed, completed and delivered by the Administrative Agent, the RequiredLenders, Holdings and each Borrower, (ii) the attached Confirmation, duly executed and delivered byeach other Loan Party, (iii) the written notices from Holdings referred to in Section 1 identifyingthe parties and venue relating to New Service Contract A and New Service
 

 
Contract B, which notices must be in form and substance satisfactory to Administrative Agent, and(iv) payment of all other reasonable fees, costs and expenses (including the fees, costs andexpenses of counsel or other advisors) incurred by or on behalf of the Administrative Agent inconnection with this Consent and any of the other Loan Documents relating to this Consent.     **8. Governing Law.**THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK FOR CONTRACTS TO BE PERFORMED ENTIRELY WITHIN SAID STATE.     **9. Severability of Provisions.**Any provision of this Consent which is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch 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.     **10. Counterparts**. This Consent may be executed in any number of counterparts, all ofwhich shall be deemed to constitute but one original and shall be binding upon all parties, theirsuccessors and permitted assigns.     **11. Entire Agreement**. The Credit Agreement as amended by this Consent 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.     **12. No Other Consents, Waivers or Consents**. Except for the consent expressly set forthand referred to in Section 1 above, the Credit Agreement and the other Loan Documents shallremain unchanged and in full force and effect. Nothing in this Consent is intended, or shall beconstrued, to constitute a novation or an accord and satisfaction of any of the Obligations or tomodify, affect or impair the perfection or continuity of the Administrative Agent’s and theLenders’ security interests in, security titles to or other Liens on any Collateral.[*Remainder of page intentionally left blank*]
 

 
     **IN WITNESS WHEREOF**, the parties have caused this Consent to be duly executed by theirrespective duly authorized officers, as of the date first above written.
      **VOLUME SERVICES AMERICA, INC.**  By:  Name:  Title:   **VOLUME SERVICES, INC.**  By:  Name:  Title:   **SERVICE AMERICA CORPORATION**  By:  Name:  Title:   **CENTERPLATE, INC.**  By:  Name:  Title: