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Exhibit 4.9 December 10, 2003
 Blackstone Capital Partners II Merchant Banking Fund
c/o Blackstone Management Associates II L.L.C.
345 Park Avenue
New York, New York 10154 Attention: Howard A. Lipson To Whom It May Concern: Reference is made to the Prospectus dated December 4, 2003 (the
Prospectus), pursuant to which Volume Services America Holdings, Inc. (the
Company) is offering to the public, pursuant to an effective registration
statement, the opportunity to purchase certain Income Deposit Securities (the
IDSs). As of the date hereof, Blackstone Capital Partners II Merchant
Banking Fund and certain of its affiliates (collectively, the Investor),
beneficially own 4,310,822 shares of the common stock of the Company (Stock). The Company hereby agrees that at all times on and after the date hereof,
so long as the Investor continues to hold any shares of Stock (or other
securities of the Company into which such shares of Stock may be converted or
for which such shares of Stock may be exchanged, including any IDSs), the
Company shall, without limitation or prejudice to any of the rights provided to
purchasers under the Prospectus in their capacity as stockholders of the
Company or any of the rights of existing stockholders of the Company:  
    
    Provide the Investor or its designated representative, to the extent not
prohibited by applicable law or any applicable rules or regulations
(including, without limitation, of any securities exchange on which
securities of the Company are registered) (such law, rules and
regulations, Applicable Law), with: (i) the right to visit and inspect any of the offices and properties
of the Company and its subsidiaries and inspect and copy the books and
records of the Company and its subsidiaries, at such times as the
Investor shall reasonably request; (ii) as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of the
Company, consolidated balance sheets of the Company and its subsidiaries
as of the end of such period, and consolidated statements of income and
cash flows of the Company and its subsidiaries for the period then ended
prepared in conformity with generally accepted accounting principles in
the United States applied on a consistent basis, except as otherwise
noted therein, and subject to the absence of footnotes and to year-end
adjustments; (iii) as soon as available and in any event within 120 days after
the end of each fiscal year of the Company, a consolidated balance sheet
of the Company and its subsidiaries as of the end of such year, and
consolidated statements of income and cash flows of the Company and its
subsidiaries for the year then ended prepared in conformity with
generally accepted accounting principles in the United States applied on
a consistent




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2 basis, except as otherwise noted therein, together with an auditors
report thereon of a firm of established national reputation; (iv) to the extent the Company is required by Applicable Law or
pursuant to the terms of any outstanding indebtedness of the Company to
prepare quarterly reports and other periodic reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, any such reports
actually prepared by the Company as soon as available; and (v) copies of all materials provided to the Companys board of
directors (the Board).  
    
    Make appropriate officers and/or directors of the Company available
periodically and at such times as reasonably requested by the Investor
for consultation with the Investor or its designated representative
(to the extent not prohibited by Applicable Law) with respect to
matters relating to the business and affairs of the Company and its
subsidiaries, including, without limitation, significant changes in
management personnel and compensation of employees, introduction of
new products or new lines of business, important acquisitions or
dispositions of plants and equipment, significant research and
development programs, the purchasing or selling of important
trademarks, licenses or concessions or the proposed commencement or
compromise of significant litigation;
    
    Inform the Investor or its designated representative (to the extent
not prohibited by Applicable Law) in advance with respect to any
significant corporate actions, including, without limitation,
extraordinary dividends, mergers, acquisitions or dispositions of
assets, issuances of significant amounts of debt or equity and
material amendments to the certificate of incorporation or by laws of
the Company;
    
    Provide the Investor or its designated representative with the right
to consult with the Company with respect to such actions;
    
    Provide the Investor or its designated representative (to the extent
not prohibited by Applicable Law) with such other rights of
consultation as may reasonably be determined by the Investor to be
necessary to qualify the Investors investment in the Company as a
venture capital investment for purposes of the United States
Department of Labor Regulation published at 29 C.F.R. Section
2510.3-101(d)(3)(i) (the Plan Asset Regulation);
    
    Grant the Investor the right to designate one non-voting board
observer who will be entitled to attend all meetings of the Board,
participate in all deliberations of the Board and receive copies of
all materials provided to the Board, provided that such observer shall
have no voting rights with respect to actions taken or elected not to
be taken by the Board; and provided, further, that such observer (i)
is deemed acceptable to the Board acting reasonably and in good faith
and (ii) executes, prior to his or her attendance at the first of such
meetings, a standard non-disclosure and market stand-off agreement
with the Company in the form attached hereto as Exhibit A; and
    
    Consider, in good faith, the recommendations of the Investor or its
designated representative in connection with the matters on which it
is consulted as described above,




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3    recognizing that the Company shall retain the ultimate discretion with
respect to all such matters. In the event the Investor transfers all or any portion of its investment
in the Company to an affiliated entity that is intended to qualify as a
venture capital operating company under the Plan Asset Regulation, such
transferee shall be afforded the same rights with respect to the Company
afforded to the Investor hereunder and shall be treated, for such purposes, as
a third party beneficiary hereunder. This letter agreement and the rights and the duties of the parties hereto
shall be governed by, and construed in accordance with, the laws of the State
of New York and may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. [SIGNATURE PAGE FOLLOWS]




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VOLUME SERVICES AMERICA HOLDINGS, INC.By:
    
    /s/ Lawrence E. HonigName:
    
    Lawrence E. HonigTitle:
    
    Chief Executive Officer and
Chairman of the Board of Directors
 Agreed and acknowledged as of the date first above written: BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUNDBy:
    
    Blackstone Management Associates II L.L.C.,
its general partnerBy:
    
    /s/ Howard A. LipsonName:
    
    Howard A. LipsonTitle:
    
    Managing Member




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EXHIBIT A ________ __, 2003 Re: Confidential Information Obtained as VSAH Board Observer [Name of board observer]
[Address] Dear [    ]: In connection with your designation as a non-voting observer (Observer),
who will be entitled to attend all meetings of the board of directors (the
Board) of Volume Services America Holdings, Inc. (the Company) and
participate in all deliberations of the Board, the Company is prepared to make
available to you certain information concerning the business and properties of
the Company, including copies of all materials provided to all members of the
Board. 1. By your execution of this letter agreement, you agree to treat any
non-public information (whether oral or written, or electronic media)
concerning the financial data, strategic business plans, and other non-public,
proprietary and confidential information concerning the Company and its
subsidiaries, which has been or will be furnished to you by or on behalf of the
Company (herein collectively referred to as Confidential Information) in
accordance with the provisions of this letter agreement, and to take or refrain
from taking certain actions hereinafter set forth. 2. You also hereby agree that you shall safeguard the Confidential
Information and use the Confidential Information solely within the scope of
your role as an Observer, that the Confidential Information will be kept
confidential by you, and that you will not disclose any of the Confidential
Information in any manner whatsoever; provided, however, that you may make any
disclosure of such information without being deemed to be in breach of this
letter agreement (a) to which the Company (either by a majority of the Board
or by any one of the named executive officers of the Company) gives its prior
written consent, (b) to Blackstone Management Associates II L.L.C. and its
affiliates, agents and representatives (including, without limitation,
attorneys, accountants, and financial advisors), provided they are aware of
this agreement and are bound by its terms, and (c) in the event and to the
extent required to do so by a court of competent jurisdiction, by any
governmental agency having supervisory authority over the business of the
Company, or by any administrative body or legislative body (including a
committee thereof) with jurisdiction to order you to divulge, disclose or make
accessible such information, subject to paragraph 3 below. 3. If you are requested or required by law, regulation or legal process
(including requests for information, subpoena, civil investigative demand, or
similar process) to disclose any Confidential Information, you will promptly
provide the Company with written notice of any such request or requirement so
that the Company may seek an appropriate protective order or consider waiving
your compliance with the confidentiality provisions of this letter agreement.
If, failing the entry of a protective order or the receipt of a waiver
hereunder, you are, in the




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2 opinion of your counsel, legally required to disclose Confidential
Information, you may disclose only that portion of such information as is
legally required; provided, that you agree to use your reasonable efforts to
obtain assurances that confidential treatment will be accorded such
information. 4. You hereby acknowledge that you are aware that the United States
securities laws prohibit any person who has received from an issuer material,
non-public information concerning the matters which are the subject of this
letter from purchasing or selling securities of such issuer or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell
such securities. 5. At any time upon the request of the Company, you will promptly deliver
to the Company or destroy any and all Confidential Information that has been
previously provided to you, except that one copy of any such Confidential
Information may be retained by you for your records. Notwithstanding any such
return, destruction or retention of the Confidential Information, you will
continue to be bound by your obligations of confidentiality and other
obligations hereunder for the term specified herein. In case any provision of this letter agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby. It is further understood and agreed that any breach of this letter
agreement by you would result in irreparable harm to the Company, that money
damages would not be a sufficient remedy for any such breach of this letter
agreement and that the Company shall be entitled to equitable relief,
including injunction and specific performance, as a remedy for any such
breach. Such remedies shall not be deemed to be the exclusive remedies for a
breach of this letter agreement but shall be in addition to all other remedies
available at law or equity to the Company. This letter agreement shall terminate and be of no further force and
effect two (2) years from the date your designation as an Observer is
terminated. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York and each party hereto agrees
to submit to the jurisdiction and venue of the federal or state courts located
in the City of New York. This letter agreement may not be amended except
pursuant to a written agreement duly executed by you and the Company.




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3 Please confirm your agreement with the foregoing by signing and returning
to the undersigned an executed copy of this letter agreement. Very truly yours,VOLUME SERVICES AMERICA HOLDINGS, INC.By:Name:Title:Accepted and agreed as of the date
first above written:Name: