A - 1
ANNEX B
to
SECURITY AGREEMENT
SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS
Grantor
Location
Annex B - 1
ANNEX C
to
SECURITY AGREEMENT
SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION
Type of
Grantor's
Organization
Grantor's
Organization
(or if the
Location
Identification -
Trans-
Exact Legal
Grantor is
Registered
Jurisdiction
(for purposes
Number (or, if-
mitting
Name of
an Individual,
Organization?
of
of NY UCC
it has none,
Utility?
Each Grantor
so indicated)
(Yes/No)
Organization
§
9-307)
so indicate)
(Yes/No)
Annex C - 1
ANNEX D
to
SECURITY AGREEMENT
SCHEDULE OF TRADE AND FICTITIOUS NAMES
Name of Grantor
Trade and/or Fictitious Names
Annex D - 1
ANNEX E
to
SECURITY AGREEMENT
DESCRIPTION OF CERTAIN
SIGNIFICANT TRANSACTIONS OCCURRING WITHIN
ONE YEAR PRIOR TO THE DATE OF THE SECURITY AGREEMENT
Description of any Transactions as Name of Grantor
required by Section 2.8 of the Security Agreement
Annex E - 1
ANNEX F
to
SECURITY AGREEMENT
SCHEDULE OF DEPOSIT ACCOUNTS
Jurisdiction of Bank
Name of Bank,
(as determined in
Name of
Description of
Address and Contact
accordance with
Each
Grantor
Deposit Account
Account Number
Information
UCC § 9 304)
Annex F - 1
ANNEX G
to
SECURITY AGREEMENT
DESCRIPTION OF COMMERCIAL TORT CLAIMS
Name of Grantor
Description of Commercial Tort Claims
Annex G - 1
ANNEX H
to
SECURITY AGREEMENT
PATENTS, TRADEMARKS AND COPYRIGHTS
Annex H - 1
EXHIBIT I
FORM OF SUBSIDIARY GUARANTEE AGREEMENT
THIS SUBSIDIARY GUARANTEE AGREEMENT (this "Guarantee") dated as of April 1,
2005, made by each of the parties listed on the signature pages hereof as
subsidiary guarantors (collectively, the "Subsidiary Guarantors", and
individually, a "Subsidiary Guarantor") in favor of General Electric Capital
Corporation, as Administrative Agent (together with any successor Administrative
Agent, the "Administrative Agent"), for the ratable benefit of the Secured
Parties (as defined below). Certain capitalized terms as used herein are defined
in Section 22 hereof, and all other capitalized terms used herein without
definition shall have the meanings assigned to them in the Credit Agreement.
WITNESSETH:
WHEREAS, Volume Services America, Inc., Volume Services, Inc., and Service
America Corporation (sometimes collectively referred to herein as the
"Borrowers" and individually as a "Borrower"), Centerplate, Inc. ("Holdings"),
certain financial institutions from time to time party thereto (the "Lenders"),
General Electric Capital Corporation as Swingline Lender, and the Administrative
Agent (the Administrative Agent together with the Lenders, collectively, the
"Secured Parties") have entered into that certain Credit Agreement dated as of
April 1, 2005 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), providing for the making of
Loans to, the purchasing of Term Notes from, and the issuance of, and
participation in, Letters of Credit for the account of such Borrower, all as
contemplated therein;
WHEREAS, each Subsidiary Guarantor is a wholly-owned subsidiary of a
Borrower, and each Subsidiary Guarantor will realize substantial direct and
indirect benefits as a result of the making of Loans to, the purchasing of Term
Notes from, and