<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2003

                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                     VOLUME SERVICES AMERICA HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                  <C>                                  <C>
              DELAWARE                               5812                              13-3870167
          (Jurisdiction of               (Primary Standard Industrial               (I.R.S. Employer
   incorporation or organization)        Classification Code Number)             Identification Number)
</Table>

                             201 EAST BROAD STREET
                       SPARTANBURG, SOUTH CAROLINA 29306
                                 (864) 598-8600
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           JANET L. STEINMAYER, ESQ.
                                GENERAL COUNSEL
                     VOLUME SERVICES AMERICA HOLDINGS, INC.
                            300 FIRST STAMFORD PLACE
                          STAMFORD, CONNECTICUT 06902
                                 (203) 975-5900
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                             ---------------------
                                   COPIES TO:

<Table>
<S>                                                    <C>
                 RISE B. NORMAN, ESQ.                                DAVID J. GOLDSCHMIDT, ESQ.
              SIMPSON THACHER & BARTLETT                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                 425 LEXINGTON AVENUE                                    FOUR TIMES SQUARE
               NEW YORK, NEW YORK 10017                               NEW YORK, NEW YORK 10036
                    (212) 455-2000                                         (212) 735-3000
</Table>

                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the registration statement becomes effective.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] -------------------------

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] -------------------------

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] -------------------------

    If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box.  [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM
                   TITLE OF EACH CLASS OF                         AGGREGATE            AMOUNT OF
                SECURITIES TO BE REGISTERED                   OFFERING PRICE(1)     REGISTRATION FEE
------------------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>
Income Depositary SecuritieS (IDSS)(2)......................
------------------------------------------------------------
Shares of Common Stock, par value $0.01 per share(3)........     $275,000,000           $25,300
------------------------------------------------------------
  % Subordinated Notes(4)...................................
------------------------------------------------------------
Subsidiary Guarantees of   % Subordinated Notes(5)..........
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
</Table>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.
(2) The IDSS represent         underlying shares of the common stock and
    $        aggregate principal amount of underlying   % subordinated notes of
    Volume Services America Holdings, Inc. ("VSAH"). Includes         IDSS
    subject to the underwriters' over-allotment option.
(3) Includes       shares of VSAH's common stock subject to the underwriters'
    over-allotment option.
(4) Includes $      million aggregate principal amount of VSAH's   %
    subordinated notes subject to the underwriters' over-allotment option.
(5) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee
    for the guarantees is payable.
                             ---------------------
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                   TABLE OF ADDITIONAL REGISTRANT GUARANTORS

<Table>
<Caption>
                                     STATE OR OTHER                            ADDRESS INCLUDING ZIP CODE,
     EXACT NAME OF REGISTRANT       JURISDICTION OF                          TELEPHONE NUMBER INCLUDING AREA
      GUARANTOR AS SPECIFIED        INCORPORATION OR     I.R.S. EMPLOYER     CODE, OF REGISTRANT GUARANTOR'S
          IN ITS CHARTER              ORGANIZATION    IDENTIFICATION NUMBER    PRINCIPAL EXECUTIVE OFFICES
     ------------------------       ----------------  ---------------------  -------------------------------
<S>                                 <C>               <C>                    <C>
   Events Center Catering, Inc.         Wyoming            57-1007720             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
   Service America Concessions          Maryland           06-1182149             201 East Broad Street
           Corporation                                                            Spartanburg, SC 29306
                                                                                     (864) 598-8600
   Service America Corporation          Delaware           13-1939453             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
  Service America Corporation of       Wisconsin           39-1655756             201 East Broad Street
            Wisconsin                                                             Spartanburg, SC 29306
                                                                                     (864) 598-8600
        Servo-Kansas, Inc.               Kansas            06-1238400             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
        SVM of Texas, Inc.               Texas             75-1913406             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
      Volume Services, Inc.             Delaware           36-2786575             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
      Volume Services, Inc.              Kansas            57-0973901             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
  Volume Services America, Inc.         Delaware           57-0969174             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
</Table>
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED           , 2003

PROSPECTUS

                      INCOME DEPOSITARY SECURITIES (IDSS)

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                             [VOLUME SERVICES LOGO]
                             ---------------------
     We are selling           IDSS in respect of           shares of our common
stock and $          million aggregate principal amount of our
%      subordinated notes. Each IDSS initially represents, through the
depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our %      subordinated notes.

     Holders of IDSS will have the right to surrender the IDSS and receive
delivery of the underlying shares of our common stock and subordinated notes at
any time after 180 days from the date of this prospectus.

     Under specified circumstances, we will be required to defer interest
payments on our subordinated notes underlying the IDSS. Interest payments will
not be deferred for more than 24 months in the aggregate or at any time after
          , 2008. Deferred interest on our subordinated notes will bear interest
at an annual rate of   %. Our subordinated notes mature on           , 2013,
subject to our right to extend their maturity for two additional successive
five-year terms under specified circumstances.

     This is the initial public offering of our IDSS and the underlying shares
of our common stock and subordinated notes. We will apply to list our IDSS on
the American Stock Exchange under the trading symbol "          " and on the
Toronto Stock Exchange under the trading symbol "          ." In addition, we
will apply to list our shares of common stock underlying the IDSS on the Toronto
Stock Exchange under the trading symbol "          ."

     INVESTING IN THE SHARES OF OUR COMMON STOCK AND OUR SUBORDINATED NOTES
UNDERLYING THE IDSS INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 19.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                             ---------------------

<Table>
<Caption>
                                                              PER IDSS    TOTAL
                                                              --------   --------
<S>                                                           <C>        <C>
Public offering price(1)....................................  $          $
Underwriting discount.......................................  $          $
Proceeds to Volume Services America Holdings, Inc. (before
  expenses)(2)..............................................  $          $
</Table>

---------------

(1) The offering price in Canada is payable in Canadian dollars and is the
    approximate equivalent of the U.S. dollar offering price based on the noon
    buying rate on the date of this prospectus as quoted by the Federal Reserve
    Bank of New York.

(2) We will use approximately $          of those proceeds to redeem   % of the
    shares of our common stock held by the existing investors before this
    offering.

     We have granted the underwriters an option to purchase up to
additional IDSS to cover over-allotments. We will use all of the proceeds from
the sale of any additional IDSS under the underwriters' over-allotment option to
redeem additional shares of our capital stock retained by the existing investors
after this offering.

     The underwriters expect to deliver the IDSS to purchasers on or about
          , 2003.
                             ---------------------
CIBC WORLD MARKETS

          , 2003
<PAGE>

                               TABLE OF CONTENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Summary.....................................................    1
Risk Factors................................................   19
Cautionary Statement Regarding Forward-Looking Statements...   32
Use of Proceeds.............................................   33
Dividend Policy.............................................   34
Capitalization..............................................   35
Dilution....................................................   36
Selected Historical Financial Information...................   37
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   42
Business....................................................   53
Management..................................................   68
Principal Stockholders......................................   74
Related Party Transactions..................................   76
Description of Certain Indebtedness.........................   78
Description of IDSS.........................................   79
Description of Subordinated Notes...........................   85
Description of Capital Stock................................  122
Shares Eligible for Future Sale.............................  128
Material U.S. Federal Income Tax Considerations.............  129
Certain ERISA Considerations................................  137
Underwriting................................................  139
Legal Matters...............................................  142
Experts.....................................................  142
Where You Can Find More Information.........................  142
Index to Consolidated Financial Statements..................  F-1
</Table>
<PAGE>

                                    SUMMARY

     The following is a summary of the principal features of this offering of
IDSS and should be read together with the more detailed information and
financial data and statements contained elsewhere in this prospectus.

     Throughout this prospectus, we refer to Volume Services America Holdings,
Inc., a Delaware corporation, as "VSAH," and, together with its consolidated
operations, as "we," "our" and "us," unless otherwise indicated. Any reference
to "VSA" refers to our wholly-owned subsidiary, Volume Services America, Inc., a
Delaware corporation, and its consolidated operations, unless otherwise
indicated. We are a holding company and have no direct operations. Our principal
asset is the capital stock of VSA which will be pledged to the creditors under
the new credit facility, as described more fully below.

                                  OUR COMPANY

OVERVIEW

     We are a leading provider of food and beverage concessions, high-end
catering and merchandise services for sports facilities, convention centers and
other entertainment facilities throughout the United States. Based on the number
of facilities served, we are one of the largest providers of food and beverage
services to a variety of recreational facilities in the United States and are
the:

     - second largest provider to National Football League, or NFL, facilities
       (10 teams);

     - third largest provider to Major League Baseball, or MLB, facilities (7
       teams);

     - largest provider to minor league baseball and spring training facilities
       (27 teams); and

     - second largest provider to major convention centers (those with greater
       than approximately 300,000 square feet of exhibition space) (10 centers).

     We have a large diversified client base. As of October 1, 2002, we served
127 facilities, with an average length of client relationship of over 15 years.
Some of our major accounts by client category include:

     - Yankee Stadium in New York City;

     - the Louisiana Superdome, home of the New Orleans Saints;

     - the Seattle Mariners' Safeco Field;

     - the National Trade Centre in Toronto, Canada's largest exhibit hall;

     - the Vancouver Convention & Exhibition Centre; and

     - the Los Angeles Zoo.

     Our contracts are typically long-term and exclusive. From 1997 through
2001, on average, contracts representing 9.2% of our EBITDA came up for renewal
in each year. We retained contracts representing an average of 84.5% of the
EBITDA corresponding to those contracts, which together with the contracts that
did not come up for renewal resulted in us retaining contracts representing on
average approximately 98.6% of our EBITDA in each year for this period.

OUR STRENGTHS

     Leading Market Position.  Based on the number of facilities served, we are
one of the largest providers of food and beverage services to a variety of
sports facilities and to major convention centers in the United States.

     Diversified Client Base.  As of October 1, 2002, we provided services to 67
sports facilities, 30 convention centers and 30 other entertainment facilities,
representing approximately 65.2%, 22.9% and

                                        1
<PAGE>

11.9%, respectively, of our net sales and approximately 69.5%, 19.9% and 10.6%,
respectively, of our EBITDA for fiscal 2001.

     Exclusive, Long-Term Service Contracts.  We typically provide services at
our clients' facilities pursuant to long-term contracts that grant us the
exclusive right to provide certain food and beverage products and services and,
under some contracts, merchandise products and other services within the
facility.

     High Quality, Full Service Capabilities.  We believe that our expertise in
high-end catering and concession sales, coupled with our reputation for
high-quality food and beverage products and services, provide a competitive
advantage when we bid for contracts.

     Experienced Management Team.  We believe that the considerable experience
of our senior management and facility general managers in the recreational food
service industry, which refers to the portion of the food service industry in
which we do business, is of particular value in enabling us to evaluate the
risks and benefits associated with potential new contracts, contract structures,
product innovations and markets.

STRATEGIC DIRECTION AND GROWTH OPPORTUNITIES

     Our industry position and experience have enabled us to effectively
evaluate and select opportunities for growth. Our strategy is to increase net
sales with existing clients, obtain new clients and expand into related markets.
We intend to accomplish these goals by:

     Further Penetrating the Mid-Size Account Market.  We believe that the most
promising area of future growth for us is in the mid-size account
market -- sporting and other recreational facilities, arenas, civic centers,
convention centers and amphitheatres in medium- to small-cities. We believe that
we have the opportunity to expand our presence in this market, and we plan to
focus our sales efforts there.

     Extending Our Suite and Club Seat Catering Services.  We believe that we
are capable of providing the quality and service levels that our clients expect
for their suites and club-level seats at sports and other entertainment
facilities. We are actively seeking to be awarded the suite and club-level
service contracts for the facilities at which we provide concession services and
for prospective clients.

     Building the Facilities Management Business.  We believe that we can offer
efficiencies to our clients by providing food and beverage services and
facilities management services in the same facility. We intend to build on our
experience in facilities management, our expertise in operating and managing
food and beverage concession services and our ability to make capital
investments in order to more effectively bid on new facility management
accounts.

     Offering a Variety of Branded Products to Our Clients.  We are pursuing a
strategy of offering a variety of high-quality, well-recognized branded products
to our clients, which involves working with prospective branded food and
beverage companies in order to make targeted use of branded products to increase
customer sales.

     Adopting Company-Wide Best Practices.  To improve our service and
performance, we have established four corporate-wide task forces: high-end
catering, concessions, facilities management and merchandise. As part of this
effort, we plan to develop and implement company-owned brands that emphasize the
breadth and high quality of the services that we provide.

                              NEW CREDIT FACILITY

     Upon completion of this offering, VSA will enter into a new senior secured
credit facility with a syndicate of financial institutions, including CIBC World
Markets Corp., as lead arranger and sole bookrunner. In this document, we refer
to this credit facility as the "new credit facility." We expect that the new
credit facility will be comprised of a revolving credit facility in a total
principal amount of up to $     million and a term facility consisting of senior
secured notes in an aggregate principal amount of

                                        2
<PAGE>

$     million. We currently expect that the new credit facility will permit us
to pay interest and dividends to IDSS holders. However, the new credit facility
will contain significant restrictions on our ability to make interest and
dividend payments to IDSS holders and on our subsidiaries' ability to make
dividend and interest payments to us. We expect that the revolving credit
facility will have a        year maturity and the term facility will have a
       year maturity. See "Description of Certain Indebtedness -- New Credit
Facility."

                     TENDER OFFER AND CONSENT SOLICITATION

     Concurrently with this offering, VSA will commence a tender offer and
consent solicitation with respect to all of its outstanding 11 1/4% senior
subordinated notes due 2009 for total consideration of $     million. As of
October 1, 2002, $100 million of VSA's senior subordinated notes were
outstanding. The closing of the tender offer and consent solicitation is a
condition to this offering. We cannot assure you that the tender offer and
consent solicitation will be consummated on the terms described above. VSA will
use a portion of the net proceeds from this offering and borrowings under the
new credit facility to pay for its senior subordinated notes accepted for
purchase in the tender offer and consent solicitation.

                              OUR RECAPITALIZATION

     In connection with this offering, we will issue           shares of our
common stock and           shares of our exchangeable participating preferred
stock to BCP Volume L.P., BCP Offshore Volume L.P., Recreational Services L.L.C.
and VSI Management Direct, L.P., which are the owners of all our outstanding
common stock prior to this offering and which we refer to in this prospectus as
the "existing investors," in exchange for their shares of our common stock that
will not be redeemed with the proceeds from this offering. Upon completion of
this offering, the exchangeable participating preferred stock will be
exchangeable in the aggregate at any time, at the option of the holder, into
     shares of our common stock and $     million aggregate principal amount of
our subordinated notes.

                                USE OF PROCEEDS

     We estimate that we will receive net proceeds from this offering of
approximately $     million after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us. We will use
$     million of net proceeds from this offering and borrowings under the new
credit facility to redeem      % of the shares of our common stock held by the
existing investors before this offering. We will use $     million of net
proceeds from this offering and borrowings under the new credit facility to make
a capital contribution to VSA. VSA will use those funds to repay all outstanding
borrowings under its existing credit facility and purchase VSA's senior
subordinated notes that are validly tendered and not withdrawn in the tender
offer and consent solicitation. If the underwriters exercise their
over-allotment option in full, we will use all the proceeds we receive from the
sale of additional IDSS under the over-allotment option to redeem the existing
investors' remaining interest in us. Certain members of our management will have
an aggregate      % ownership interest in us after this offering.

                                        3
<PAGE>

     The following chart reflects our capital structure immediately after this
offering:

                                    [CHART]
[CORPORATE STRUCTURE CHART SHOWING:

(1) THE EXISTING INVESTORS OWING           SHARES OF 0% EXCHANGEABLE
    PARTICIPATING PREFERRED STOCK OF VOLUME SERVICES AMERICA HOLDINGS, INC.
    ("VSAH"), REPRESENTING A 9.5% OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO
    A FOOTNOTE THAT STATES THAT EACH SHARE OF EXCHANGEABLE PARTICIPATING
    PREFERRED STOCK IS EXCHANGEABLE, AT ANY TIME AT THE OPTION OF THE HOLDER,
    INTO ONE SHARE OF OUR COMMON STOCK AND $     PRINCIPAL AMOUNT OF OUR
    SUBORDINATED NOTES. AS A RESULT, WE EXPECT THAT UPON COMPLETION OF THIS
    OFFERING, THE EXISTING INVESTORS WILL RETAIN 10% OF THE VOTING POWER OF OUR
    EQUITY SECURITIES. IF THE UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT OPTION
    IN FULL, THE EXISTING INVESTORS WILL RETAIN NO INTEREST IN US. CERTAIN
    MEMBERS OF OUR MANAGEMENT WILL HAVE AN AGGREGATE      % OWNERSHIP INTEREST
    IN US AFTER THIS OFFERING;

(2) THE EXISTING INVESTORS OWING        SHARES OF COMMON STOCK OF VSAH,
    REPRESENTING A 0.5% OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO A
    FOOTNOTE THAT STATES THAT EACH SHARE OF EXCHANGEABLE PARTICIPATING PREFERRED
    STOCK IS EXCHANGEABLE, AT ANY TIME AT THE OPTION OF THE HOLDER, INTO ONE
    SHARE OF OUR COMMON STOCK AND $     PRINCIPAL AMOUNT OF OUR SUBORDINATED
    NOTES. AS A RESULT, WE EXPECT THAT UPON COMPLETION OF THIS OFFERING, THE
    EXISTING INVESTORS WILL RETAIN 10% OF THE VOTING POWER OF OUR EQUITY
    SECURITIES. IF THE UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT OPTION IN
    FULL, THE EXISTING INVESTORS WILL RETAIN NO INTEREST IN US. CERTAIN MEMBERS
    OF OUR MANAGEMENT WILL HAVE AN AGGREGATE      % OWNERSHIP INTEREST IN US
    AFTER THIS OFFERING;

(3) THE PUBLIC OWNING IDSS (          SHARES OF COMMON STOCK AND $
    AGGREGATE PRINCIPAL AMOUNT OF SUBORDINATED NOTES), REPRESENTING A 90%
    OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO A FOOTNOTE THAT STATES THAT
    THE SUBORDINATED NOTES WILL BE FULLY AND UNCONDITIONALLY GUARANTEED, ON AN
    UNSECURED SUBORDINATED BASIS, BY EACH OF OUR DIRECT AND INDIRECT U.S.
    WHOLLY-OWNED SUBSIDIARIES. SEE "DESCRIPTION OF SUBORDINATED
    NOTES -- GUARANTEES;"

(4) VSAH OWNING 100% OF VOLUME SERVICES AMERICA, INC. ("VSA"); CROSS-REFERENCE
    TO A FOOTNOTE THAT STATES THAT ALL OUTSTANDING SHARES OF VSA'S COMMON STOCK
    WILL BE PLEDGED TO THE CREDITORS UNDER THE NEW CREDIT FACILITY. SEE
    "DESCRIPTION OF CERTAIN INDEBTEDNESS -- NEW CREDIT FACILITY -- COLLATERAL;"

(5) THE BANK SYNDICATE EXTENDING THE NEW CREDIT FACILITY TO VSA; CROSS-REFERENCE
    TO A FOOTNOTE THAT STATES THAT IMMEDIATELY FOLLOWING THE OFFERING
    APPROXIMATELY $     MILLION OF BORROWINGS WILL BE OUTSTANDING UNDER THE NEW
    CREDIT FACILITY; AND

(6) VSA OWNING 100% OF EACH OF VOLUME SERVICES, INC. ("VSI") AND SERVICE AMERICA
    CORPORATION ("SERVICE AMERICA").]

---------------

(1) Each share of exchangeable participating preferred stock is exchangeable, at
    any time at the option of the holder, into one share of our common stock and
    $     principal amount of our subordinated notes. As a result, we expect
    that upon completion of this offering, the existing investors will retain
    10% of the voting power of our equity securities. If the underwriters
    exercise their over-allotment option in full, the existing investors will
    retain no interest in us. Certain members of our management will have an
    aggregate      % ownership interest in us after this offering.

(2) The subordinated notes will be fully and unconditionally guaranteed, on an
    unsecured subordinated basis, by each of our direct and indirect U.S.
    wholly-owned subsidiaries. See "Description of Subordinated
    Notes -- Guarantees."

(3) All outstanding shares of VSA's common stock will be pledged to the
    creditors under the new credit facility. See "Description of Certain
    Indebtedness -- New Credit Facility -- Collateral."

(4) Immediately following the offering approximately $     million of borrowings
    will be outstanding under the new credit facility.

                           OUR CORPORATE INFORMATION

     Our principal executive office is located at 201 East Broad Street,
Spartanburg, South Carolina 29306, and our telephone number is (864) 598-8600.
Our internet address is www.volumeservicesamerica.com.
www.volumeservicesamerica.com is a textual reference only, meaning that the
information contained on the website is not part of this prospectus and is not
incorporated in this prospectus by reference.

                                        4
<PAGE>

                                  THE OFFERING

SUMMARY OF THE IDSS

  WHAT ARE IDSS?

     We are offering           IDSS at an initial public offering price of
$     per IDSS.

     Each IDSS initially represents, through the depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our   % subordinated notes.

The depositary or its nominee will actually be the registered owner of the
shares of our common stock and our subordinated notes underlying the IDSS. As a
holder of IDSS, you will have rights with respect to those underlying securities
as provided in the deposit agreement under which the IDSS will be issued,
including rights to receive interest, dividends and other distributions we make
on the underlying securities, to instruct the depositary how to vote the
underlying shares of common stock and subordinated notes, to surrender your IDSS
and receive delivery of the underlying securities and to deposit the underlying
securities and receive delivery of IDSS.

  WHAT PAYMENTS CAN I EXPECT TO RECEIVE AS A HOLDER OF IDSS?

     You will be entitled to receive monthly interest payments at an annual rate
of   % of the aggregate principal amount of subordinated notes underlying your
IDSS or approximately $     per IDSS per year, subject to our obligation, under
specified circumstances, to defer interest payments on our subordinated notes
for no more than 24 months in the aggregate and no later than the earlier of
          , 2008 or the termination of the new credit facility. You will also
receive monthly dividends on the shares of our common stock underlying your
IDSS, if and to the extent dividends are declared by our board of directors and
permitted by applicable law and the terms of our then existing indebtedness and
after payment of a portion of the dividends on our exchangeable participating
preferred stock. The subordinated notes indenture contains restrictions on our
ability to declare and pay dividends on our common stock. We have adopted a
dividend policy which contemplates that initial annual dividends will be
approximately $     per share of our common stock. However, our board of
directors may, in its discretion, modify or repeal our dividend policy. We
cannot assure you that we will pay dividends at this level in the future or at
all. Assuming we make our scheduled interest payments and pay dividends in the
amount contemplated by our current dividend policy, you will receive in the
aggregate approximately $     per year per IDSS in dividends and interest. We
expect to make interest and dividend payments on or about the      th day of
each month. You will receive those payments after the depositary receives them.

  WILL THE IDSS BE LISTED ON AN EXCHANGE?

     We will apply to list the IDSS on the American Stock Exchange under the
trading symbol "          " and on the Toronto Stock Exchange under the trading
symbol "          ."

  WILL THE SUBORDINATED NOTES AND SHARES OF OUR COMMON STOCK UNDERLYING THE IDSS
  BE LISTED ON AN EXCHANGE?

     The subordinated notes underlying the IDSS will not be listed on any
exchange. We will apply to list the shares of our common stock underlying the
IDSS on the Toronto Stock Exchange under the trading symbol "   ." However, we
currently do not expect an active trading market to develop in the shares of our
common stock. These securities will be freely tradable without restriction or
further registration under the Securities Act, unless they are purchased by
"affiliates" as that term is defined in Rule 144 under the Securities Act of
1933.

                                        5
<PAGE>

  IN WHAT FORM WILL IDSS AND THE SECURITIES UNDERLYING THE IDSS BE ISSUED?

     The IDSS and the securities underlying the IDSS will be issued in
book-entry form only. This means that you will not be a registered holder of
IDSS or the securities underlying the IDSS, and you will not be entitled to
receive a certificate for your IDSS or the securities underlying your IDSS. You
must rely on your broker or other financial institution that will maintain your
book-entry position to receive the benefits and exercise the rights of a holder
of IDSS.

  HOW CAN I EXCHANGE MY IDSS FOR SHARES OF COMMON STOCK AND SUBORDINATED NOTES
  OR EXCHANGE SHARES OF COMMON STOCK AND SUBORDINATED NOTES FOR IDSS?

     Holders of IDSS may, at any time after 180 days from the date of original
issuance, through their broker or other financial institution, surrender the
IDSS to the depositary and receive delivery of shares of our common stock and
subordinated notes underlying the IDSS. Any holder of shares of our common stock
and subordinated notes may, at any time, through their broker or other financial
institution, deposit shares of common stock and subordinated notes and receive
delivery of the applicable number of IDSS.

  WHAT WILL BE THE U.S. FEDERAL INCOME TAX CONSIDERATIONS IN CONNECTION WITH AN
  INVESTMENT IN THE IDSS?

     We intend to treat the purchase of IDSS in this offering as the purchase of
shares of our common stock and subordinated notes and, by purchasing IDSS, you
will be deemed to have agreed to such treatment. You must allocate the purchase
price of the IDSS between those shares of common stock and subordinated notes in
proportion to their respective initial fair market values, which will establish
your initial tax basis. We expect to report the initial fair market value of
each share of common stock as $
and the initial fair market value of each $     aggregate principal amount of
our subordinated notes as $     and, by purchasing IDSS, you will be deemed to
agree to such allocation.

     The subordinated notes should be treated as debt for U.S. federal income
tax purposes. If the subordinated notes were treated as equity rather than debt
for U.S. federal income tax purposes, then the stated interest on the
subordinated notes could be treated as a dividend, and interest on the
subordinated notes would not be deductible by us for U.S. federal income tax
purposes, which could significantly reduce our future cash flow. In addition,
payments on the subordinated notes to foreign holders would be subject to U.S.
federal withholding taxes at rates of up to 30%. Payments to foreign holders
would not be grossed-up on account of any such taxes.

     The U.S. federal income tax consequences to you of the subsequent deposit
with the depositary of subordinated notes with original issue discount upon a
subsequent issuance of IDSS pursuant to an offering by us or upon a deposit of
subordinated notes following an exercise of exchange rights by holders of
exchangeable participating preferred stock are unclear. We intend to take the
position that any such deposit of subordinated notes will not result in a
taxable exchange of your subordinated notes for U.S. federal income tax
purposes, but such deposit of subordinated notes with original issue discount
could be treated as a taxable exchange of a portion of the subordinated notes
underlying IDSS for a portion of the subordinated notes subsequently deposited
with the depositary.

     Because there is no statutory, judicial or administrative authority
directly addressing the tax treatment of the IDSS or instruments similar to the
IDSS, we urge you to consult your own tax advisor concerning the tax
consequences of an investment in the IDSS. For additional information, see
"Material U.S. Federal Income Tax Considerations."

  WHAT IS THE FUNCTION OF THE DEPOSITARY?

     The depositary will perform the following administrative functions:

     - receive payments from us with respect to the shares of our common stock
       and our subordinated notes and distribute those payments to IDSS holders;

     - maintain a register of IDSS holders;

                                        6
<PAGE>

     - facilitate communications between IDSS holders, on the one hand, and us
       or the subordinated notes trustee, on the other hand; and

     - effect deliveries of shares of our common stock and our subordinated
       notes upon surrenders of IDSS and vice versa.

     The Bank of New York will serve as the depositary. The mailing address of
the depositary is 101 Barclay Street, New York, New York 10286.

                                        7
<PAGE>

SUMMARY OF THE SUBORDINATED NOTES

Issuer........................   Volume Services America Holdings, Inc.

Subordinated notes............   $     million aggregate principal amount of   %
                                 subordinated notes, or $     million aggregate
                                 principal amount assuming the exchange of all
                                 shares of our exchangeable participating
                                 preferred stock for our subordinated notes and
                                 shares of our common stock or the exercise of
                                 the underwriters' over-allotment option in
                                 full.

Interest rate.................     % per year.

Interest payment dates........   Interest will be paid monthly in arrears on the
                                   business day of each month, commencing
                                           , 2003.

Interest deferral.............   If and for as long as our ratio of Adjusted
                                 EBITDA to interest expense, as defined in the
                                 new credit facility, for the twelve-month
                                 period ended on the last day of any fiscal
                                 quarter is at or below           , we must
                                 defer interest payments on our subordinated
                                 notes, as long as we are not in default under
                                 our subordinated notes. Interest payments will
                                 not be deferred for more than 24 months in the
                                 aggregate or at any time after the earlier of
                                           , 2008 or the termination of the new
                                 credit facility. Deferred interest on our
                                 subordinated notes will bear interest at an
                                 annual rate of   %. At the end of each interest
                                 deferral period, we must pay all deferred
                                 interest and any interest on deferred interest
                                 in full.

                                 In the event that interest payments on the
                                 subordinated notes are deferred, you would be
                                 required to include accrued interest in your
                                 income for U.S. federal income tax purposes
                                 even if you do not receive any cash interest
                                 payments.

Maturity date.................   The subordinated notes will mature on
                                           , 2013. We may extend the maturity of
                                 our subordinated notes for two additional
                                 successive five-year terms if, during a
                                 specified period ending      days before the
                                 end of the then current term, the ratio of our
                                 Adjusted EBITDA to interest expense is equal to
                                 or greater than      and so long as we and our
                                 subsidiaries are not in bankruptcy or otherwise
                                 insolvent, we are not in default under our
                                 subordinated notes or any of our other
                                 outstanding indebtedness and there are no
                                 overdue payments of interest on our
                                 subordinated notes or any of our other
                                 outstanding indebtedness.

Optional redemption...........   On and after           , 2008, we may redeem
                                 for cash all or part of the subordinated notes
                                 upon not less than 30 nor more than 60 days'
                                 notice by mail to the owners of subordinated
                                 notes, for a price equal to   % of the
                                 principal amount of subordinated notes to be
                                 redeemed, plus any accrued but unpaid interest
                                 to the redemption date. If the notes are
                                 redeemed in part on a pro rata basis, each IDSS
                                 will represent less than $          aggregate
                                 principal amount of our subordinated notes.

Change of control.............   Upon the occurrence of a change of control, as
                                 defined under "Description of Subordinated
                                 Notes -- Change of Control," each owner of
                                 subordinated notes will have the right to
                                 require us to

                                        8
<PAGE>

                                 repurchase that owner's subordinated notes at a
                                 price equal to 101% of the principal amount of
                                 the subordinated notes being repurchased, plus
                                 any accrued but unpaid interest to the date of
                                 repurchase. However, a holder of IDSS will not
                                 be able to exercise this right unless such
                                 holder surrenders the IDSS to the depositary,
                                 and receives delivery of the underlying
                                 securities.

Guarantees of subordinated
notes.........................   The subordinated notes will be fully and
                                 unconditionally guaranteed, on an unsecured
                                 subordinated basis, by each of our direct and
                                 indirect U.S. wholly-owned subsidiaries
                                 existing on the issue date of the subordinated
                                 notes and all our future U.S. restricted
                                 subsidiaries that incur indebtedness or issue
                                 shares of preferred stock or certain capital
                                 stock that is redeemable at the option of the
                                 holder. The subordinated notes will not be
                                 guaranteed by certain of our subsidiaries which
                                 are either not wholly-owned or are organized
                                 outside of the United States. The guarantees
                                 will be subordinated to the guarantees issued
                                 by the subsidiary guarantors under the new
                                 credit facility.

Ranking of subordinated notes
and guarantees................   The subordinated notes will be unsecured and
                                 subordinated in right of payment to all of
                                 VSAH's existing and future senior indebtedness.
                                 The subordinated notes will rank pari passu in
                                 right of payment with all of VSAH's
                                 subordinated indebtedness. VSAH is a holding
                                 company and derives all of its operating income
                                 and cash flow from its subsidiaries. The
                                 guarantees will be unsecured and will be
                                 subordinated in right of payment to all
                                 existing and future senior indebtedness of the
                                 subsidiary guarantors, including all borrowings
                                 of VSA and all guarantees of the other
                                 subsidiary guarantors under the new credit
                                 facility. The guarantees will rank pari passu
                                 with all other indebtedness of the subsidiary
                                 guarantors, including trade payables. The
                                 indenture governing VSAH's subordinated notes
                                 will permit VSAH and the subsidiary guarantors
                                 to incur additional indebtedness, including
                                 senior indebtedness, subject to specified
                                 limitations. On a pro forma basis as of October
                                 1, 2002:

                                 - VSAH would have had no senior or pari passu
                                   indebtedness outstanding;

                                 - VSA would have had $       million aggregate
                                   principal amount of senior secured
                                   indebtedness outstanding under the new credit
                                   facility, which would have been guaranteed on
                                   a senior secured basis by the other
                                   subsidiary guarantors;

                                 - VSA and the other subsidiary guarantors would
                                   have had $     million aggregate principal
                                   amount of pari passu indebtedness
                                   outstanding, other than the guarantees of the
                                   subordinated notes; and

                                 - the non-guarantor subsidiaries would have had
                                   total liabilities, excluding liabilities owed
                                   to us, of $       million, total assets of
                                   these subsidiaries would have accounted for
                                   2.6% of our assets and these subsidiaries
                                   would have generated 5.1% of our net sales
                                   and 2.1% of our EBITDA.

                                        9
<PAGE>

Restrictive covenants.........   The indenture governing the subordinated notes
                                 will contain covenants with respect to us and
                                 our restricted subsidiaries that will restrict:

                                 - the incurrence of additional indebtedness and
                                   the issuance of preferred stock and certain
                                   redeemable capital stock;

                                 - the payment of dividends on, and redemption
                                   of, capital stock;

                                 - a number of other restricted payments,
                                   including investments;

                                 - specified sales of assets;

                                 - specified transactions with affiliates;

                                 - the creation of a number of liens; and

                                 - consolidations, mergers and transfers of all
                                   or substantially all of our assets.

                                 The indenture will also prohibit certain
                                 restrictions on distributions from our
                                 restricted subsidiaries. However, there will be
                                 no restriction in the indenture on VSAH
                                 incurring indebtedness in connection with the
                                 issuance of shares of VSAH's common stock so
                                 long as the ratio of the aggregate principal
                                 amount of the additional debt securities over
                                 the number of the additional shares of VSAH's
                                 common stock will not exceed the equivalent
                                 ratio underlying the then existing IDSS. In
                                 addition, all the limitations and prohibitions
                                 described above are subject to a number of
                                 other important qualifications and exceptions
                                 described under "Description of Subordinated
                                 Notes -- Certain Covenants."

                                 The depositary will not be obligated to enforce
                                 these covenants on your behalf. However, the
                                 depositary will terminate the deposit agreement
                                 if, among other things, the depositary receives
                                 notice from us or the trustee for the
                                 subordinated notes of an event of default under
                                 the subordinated notes or the holders of at
                                 least 25% of the outstanding IDSS request
                                 termination on the grounds that a default may
                                 have occurred under the subordinated notes.
                                 Additionally, you may, at any time, surrender
                                 your IDSS, withdraw your subordinated notes and
                                 shares of common stock as provided in the
                                 deposit agreement and enforce your rights as a
                                 noteholder directly.

                                        10
<PAGE>

SUMMARY OF THE COMMON STOCK

Issuer........................   Volume Services America Holdings, Inc.

Shares of common stock
underlying IDSS...............             shares.

Shares of common stock to be
outstanding following the
offering......................             shares, or           shares assuming
                                 the exchange of all shares of our exchangeable
                                 participating preferred stock for shares of our
                                 common stock and subordinated notes or the
                                 exercise of the underwriters' over-allotment
                                 option in full.

Voting rights.................   Each outstanding share of our common stock will
                                 carry one vote per share and, subject to
                                 applicable law, will vote together with shares
                                 of our exchangeable participating preferred
                                 stock as a single class. Each outstanding share
                                 of our exchangeable participating preferred
                                 stock will carry a number of votes equal to the
                                 number of shares of our common stock for which
                                 that share may be exchanged.

Listing.......................   We will apply to list our common stock
                                 underlying the IDSS on the Toronto Stock
                                 Exchange under the trading symbol "          ."
                                 However, we currently do not expect that an
                                 active trading market for the shares of our
                                 common stock will develop. These securities
                                 will be freely tradable without restriction or
                                 further registration under the Securities Act,
                                 unless they are purchased by "affiliates" as
                                 that term is defined in Rule 144 under the
                                 Securities Act of 1933.

                                  RISK FACTORS

     You should carefully consider the information under the heading "Risk
Factors" and all other information in this prospectus before investing in the
shares of our common stock and subordinated notes underlying the IDSS.

                               FUTURE FINANCINGS

     We expect to effect future financings by issuing additional shares of our
common stock and subordinated notes, which may be represented by IDSS or issued
separately, or by issuing other securities.

                   GENERAL INFORMATION ABOUT THIS PROSPECTUS

     Unless we specifically state otherwise, the information in this prospectus
does not take into account:

     - the exercise by the underwriters of their over-allotment option with
       respect to IDSS; and

     -           reserved for issuance under our long-term management incentive
       plan.

     Throughout this prospectus, we have assumed the purchase of all of VSA's
senior subordinated notes in the tender offer and consent solicitation for
aggregate consideration of $     million.

     In this prospectus, our average length of client relationships is
calculated based on continuous historical contract relationships with our
existing clients, after weighting each relevant contract by the EBITDA it
generated in fiscal 2001. For purposes of calculating our average length of
client relationships, we count as continuous relationships those cases in which
a sports team at a facility we serve moves to a new facility for which we obtain
the relevant service contract. In addition, our contracts' average remaining

                                        11
<PAGE>

life is based on the average period of time left to run before their scheduled
expirations, after weighting each contract by the EBITDA it generated in fiscal
2001.

     When we describe EBITDA as being generated by a contract or group of
contracts for the relevant period, we have calculated it by allocating all
corporate credits, overhead and miscellaneous expenses to the relevant contract
or group of contracts proportionately based on the net sales generated by that
contract or group of contracts for that same period.

     In this prospectus, EBITDA is defined as income (loss) before income taxes,
interest expense, depreciation and amortization. EBITDA is not a measure in
accordance with generally accepted accounting principles in the United States,
or GAAP, and should not be considered as an alternative to net income or cash
flow data prepared in accordance with GAAP. Our measure of EBITDA may not be
comparable to similarly titled measures used by other companies due to
differences in methods of calculation.

     Throughout this prospectus, unless otherwise indicated, all references to
dollars are to U.S. dollars, and all references to GAAP are to U.S. generally
accepted accounting principles.

                                        12
<PAGE>

                   SUMMARY CONSOLIDATED FINANCIAL INFORMATION

     The following table sets forth our summary consolidated financial
information derived from our audited consolidated financial statements for each
of our fiscal years in the five year period ended January 1, 2002. The following
table also sets forth our summary historical financial information derived from
our unaudited consolidated financial statements for the thirty-nine weeks ended
October 1, 2002 and October 2, 2001, which are included in this prospectus.

     The information in the table below is only a summary and should be read in
conjunction with our audited consolidated financial statements for fiscal 1999,
2000 and 2001 and the related notes, our unaudited consolidated financial
statements for the thirty-nine weeks ended October 1, 2002 and October 2, 2001
and the related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," all as included elsewhere in this
prospectus. The figures for interim periods shown below are not necessarily
indicative of results for the applicable full fiscal year.

<Table>
<Caption>
                                                                                           THIRTY-NINE
                                                                                           WEEKS ENDED
                                                      FISCAL(1)                      -----------------------
                                   -----------------------------------------------   OCTOBER 1,   OCTOBER 2,
                                    1997      1998      1999      2000      2001        2002         2001
                                   -------   -------   -------   -------   -------   ----------   ----------
                                                         (IN MILLIONS, EXCEPT RATIOS)
<S>                                <C>       <C>       <C>       <C>       <C>       <C>          <C>
STATEMENT OF OPERATIONS DATA:
Net sales........................  $ 196.0   $ 283.4   $ 431.5   $ 522.5   $ 543.1     $449.4       $418.4
Net income (loss)(2).............  $  (3.1)  $  (5.2)  $  (5.6)  $  (4.2)  $  (3.6)    $  6.8       $ (0.1)
CASH FLOW DATA:
Net cash provided by operating
  activities.....................  $  15.3   $   2.5   $  16.1   $  22.7   $  24.7     $ 48.0       $ 26.1
Net cash used in investing
  activities.....................  $ (31.0)  $  (5.3)  $ (25.4)  $ (12.9)  $ (29.3)    $(41.1)      $(22.5)
Net cash provided by (used in)
  financing activities...........  $  15.9   $   6.3   $  12.8   $  (7.3)  $   5.0     $(11.5)      $ (1.3)
OTHER DATA:
Income (loss) before income
  taxes..........................  $  (2.8)  $  (2.2)  $  (6.1)  $  (5.5)  $  (4.0)    $  7.3       $ (0.1)
Adjustments:
  Interest expense...............      7.9      11.3      23.0      26.6      23.4       15.7         18.1
  Depreciation and
    amortization.................     12.9      18.2      26.8      26.3      24.5       19.0         18.2
                                   -------   -------   -------   -------   -------     ------       ------
EBITDA(3)........................  $  18.0   $  27.3   $  43.7   $  47.4   $  43.9     $ 42.0       $ 36.2
Adjustments:(4)
  Transaction related expenses...       --       3.1       1.5       1.1        --         --           --
  Contract related losses........      2.5       1.4       1.4       2.5       4.8        0.7          4.1
  Non-cash compensation..........       --        --        --       0.3       0.1        0.5          0.1
  Management fees paid to
    affiliates of Blackstone and
    GE Capital...................      0.3       0.3       0.4       0.4       0.4        0.3          0.3
                                   -------   -------   -------   -------   -------     ------       ------
Adjusted EBITDA(3)...............  $  20.8   $  32.1   $  47.1   $  51.7   $  49.2     $ 43.5       $ 40.7
Unusual item included in Adjusted
  EBITDA:
  Return of bankruptcy funds to
    Service America..............       --        --        --        --        --     $  1.4           --

Maintenance capital
  expenditures(5)................  $   5.3   $   4.6   $   4.9   $   8.3   $  12.7     $ 29.6       $ 11.1
Growth capital expenditures(5)...     32.3      14.2      21.4       5.6      16.7       13.9         11.5
                                   -------   -------   -------   -------   -------     ------       ------
Aggregate capital expenditures...  $  37.6   $  18.8   $  26.3   $  13.9   $  29.4     $ 43.5       $ 22.6
Ratio of earnings to fixed
  charges(6).....................       --        --        --        --        --       1.45           --
</Table>

                                        13
<PAGE>

<Table>
<Caption>
                                                                                           THIRTY-NINE
                                                                                           WEEKS ENDED
                                                      FISCAL(1)                      -----------------------
                                   -----------------------------------------------   OCTOBER 1,   OCTOBER 2,
                                    1997      1998      1999      2000      2001        2002         2001
                                   -------   -------   -------   -------   -------   ----------   ----------
                                                         (IN MILLIONS, EXCEPT RATIOS)
<S>                                <C>       <C>       <C>       <C>       <C>       <C>          <C>
Deficiency in the coverage of
  earnings to fixed charges(6)...  $  (2.8)  $  (2.2)  $  (6.1)  $  (5.5)  $  (4.0)    $   --       $ (0.1)
Ratio of Adjusted EBITDA to fixed
  charges(7).....................     2.75      2.98      2.19      2.06      2.24       2.98         2.39
</Table>

<Table>
<Caption>
                                                                             OCTOBER 1, 2002
                                                                           --------------------
                                                                                     PRO FORMA
                                                              JANUARY 1,                AS
                                                                 2002      ACTUAL   ADJUSTED(8)
                                                              ----------   ------   -----------
                                                                        (IN MILLIONS)
<S>                                                           <C>          <C>      <C>
BALANCE SHEET DATA:
Total current assets........................................    $ 49.9     $ 49.6
Total current liabilities...................................    $ 56.0     $ 74.1
Working capital (deficiency)(9).............................    $ (6.1)    $(24.6)
Total assets................................................    $265.9     $285.9
Long-term debt (including current portion)..................    $224.6     $210.7
Total liabilities...........................................    $276.2     $288.9
</Table>

---------------

(1) We have adopted a 52-53 week period ending on the Tuesday closest to
    December 31 as our fiscal year. The 1997, 1998, 1999 and 2001 fiscal years
    consisted of 52 weeks, and fiscal year 2000 consisted of 53 weeks.

(2) In accordance with Statement of Financial Accounting Standards No. 142, or
    SFAS 142, effective January 2, 2002, we discontinued the amortization of
    goodwill and trademarks and identified intangible assets which we believe
    have indefinite lives. Adjusted net income (loss) to give effect to SFAS 142
    would have been $(2.4) million for fiscal 1997, $(3.9) million for fiscal
    1998, $(3.1) million for fiscal 1999, $(1.8) million for fiscal 2000, $(1.1)
    million for fiscal 2001 and $1.8 million for the thirty-nine weeks ended
    October 2, 2001.

(3) EBITDA and Adjusted EBITDA are not intended to represent cash flows from
    operations as determined by generally accepted accounting principles and
    should not be used as alternatives to income (loss) before taxes or net
    income as indicators of operating performance or to cash flows as measures
    of liquidity. Our measures of EBITDA and Adjusted EBITDA may not be
    comparable to similarly titled measures used by other companies due to
    differences in methods of calculation.

     We believe that EBITDA and Adjusted EBITDA best reflect the cash returned
     on our investment in capital expenditures under our contracts. In addition,
     we believe that the inclusion of supplementary adjustments to EBITDA
     applied in presenting Adjusted EBITDA is appropriate to provide additional
     information to investors about non-cash and certain non-recurring items and
     because covenants in the indenture governing our subordinated notes contain
     ratios based on that measure. For example, our ability to incur additional
     debt and make restricted payments requires an Adjusted EBITDA to fixed
     charges ratio of 2.0 to 1.0, except that we may incur certain debt and make
     certain restricted payments without regard to the ratio, including our
     ability to incur an unlimited amount of indebtedness in connection with the
     issuance of shares of our common stock so long as the ratio of the
     aggregate principal amount of the additional debt securities over the
     number of the additional shares of our common stock will not exceed the
     equivalent ratio underlying the then existing IDSS. On a pro forma basis,
     for the four quarters ended October 1, 2002, our Adjusted EBITDA to fixed
     charges ratio under the indenture would have been      to 1.0. We have also
     disclosed additional information about certain additional cash items that
     are not related to our core operations that we do not expect to continue in
     the future. Adjusted EBITDA is determined in the indenture governing our
     subordinated notes as income (loss) before income taxes, plus interest
     expense, depreciation and amortization expense, transaction related
     expenses, contract related losses, other non-cash charges,

                                        14
<PAGE>

     and the annual management fee paid to affiliates of Blackstone and General
     Electric Capital, less any non-cash credits.

(4) Explanations of the adjustments are listed below:

     Transaction related expenses include:

        - for fiscal 1998, $3.1 million of cash severance expenses paid to
          former employees and other expenses incurred in connection with the
          elimination of redundant personnel and office functions resulting from
          the business combination of Volume Services and Service America;

        - for fiscal 1999, $1.5 million of cash expenses related to the
          elimination of redundant office functions of the Service America
          corporate office in connection with the business combination of Volume
          Services and Service America; and

        - for fiscal 2000, $1.1 million of cash strategic corporate costs
          consisting of accounting and legal expenses resulted from merger and
          acquisition activity unrelated to our on-going operations;

     - Contract related losses include:

        - for fiscal 1997, a $2.5 million non-cash charge related to the
          write-down to net realizable value of a contract that was terminated
          by mutual agreement;

        - for fiscal 1998, $1.4 million of non-cash charges related to the
          write-down to net realizable value of a contract that was terminated;

        - for fiscal 1999, $1.4 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets;

        - for fiscal 2000, $1.5 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets, $0.7 million
          related to the write-off of assets related to a litigation settlement
          and a non-recurring $0.3 million cash expense in related legal fees;

        - for fiscal 2001, $4.8 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets;

        - for the thirty-nine week period ended October 2, 2001, $4.1 million of
          non-cash charges related to the write-down of impaired assets for
          certain contracts where the estimated future cash flows from the
          contracts were insufficient to cover the carrying cost of the related
          long-lived assets and $0.1 million in non-cash compensation expense
          resulted from the change in estimated value of our company; and

        - for the thirty-nine week period ended October 1, 2002, $.7 million of
          non-cash charges related to the write-down of impaired assets for
          certain contracts where the estimated future cash flows from the
          contracts were insufficient to cover the carrying cost of the related
          long-lived assets, $0.5 million in non-cash compensation expense
          resulted from the change in estimated value of our company and $1.4
          million in bankruptcy funds returned to Service America; and

     - Management fees paid to affiliates of Blackstone and General Electric
       Capital include:

        - for fiscal 1997, 1998, 1999, 2000, 2001, the thirty-nine week period
          ended October 1, 2002 and the thirty-nine week period ended October 2,
          2001, $0.3 million, $0.3 million, $0.4 million, $0.4 million, $0.4
          million, $0.3 million and $0.3 million, respectively, of monitoring
          fees.

                                        15
<PAGE>

(5) The sum of maintenance and growth capital expenditures equals the sum of
    contract rights acquired, net (purchase of contract rights) and the purchase
    of property and equipment, net for the relevant periods as displayed in the
    statement of cash flows, as follows:

<Table>
<Caption>
                                                                           THIRTY-NINE
                                                                           WEEKS ENDED
                                           FISCAL(1)                 -----------------------
                             -------------------------------------   OCTOBER 1,   OCTOBER 2,
                             1997    1998    1999    2000    2001       2002         2001
                             -----   -----   -----   -----   -----   ----------   ----------
                                                      (IN MILLIONS)
<S>                          <C>     <C>     <C>     <C>     <C>     <C>          <C>
Aggregate capital
  expenditures.............  $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
Statement of cash flow
  data:
  Contract rights acquired,
     net (purchase of
     contract rights)......   11.6     6.2    15.9     7.5    21.3      35.9         16.4
  Purchase of property and
     equipment, net........   26.0    12.6    10.4     6.4     8.1       7.6          6.2
                             -----   -----   -----   -----   -----     -----        -----
                             $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
                             =====   =====   =====   =====   =====     =====        =====
</Table>

    Maintenance capital expenditures are capital expenditures made to secure
    renewals of our existing contracts and maintain these contracts following
    renewal. Growth capital expenditures are those made to secure new contracts
    and maintain these contracts during their initial term. Accordingly, growth
    capital expenditures in any given year consist of up-front capital
    investments in new contracts and additional committed investments in
    existing contracts that have never previously been renewed. We believe that
    the identification and separation of maintenance and growth capital
    expenditures are important factors in evaluating our financial results.
    While we strive to maintain our present level of EBITDA by securing renewals
    of our existing contracts, we cannot assure you that we will maintain our
    present level of EBITDA since we cannot predict the future financial
    requirements of our clients. Contracts may be renewed at significantly
    different commission rates and, thus, levels of EBITDA, depending on the
    clients' financial requirements at the time of renewal. See "Management's
    Discussion and Analysis of Financial Condition and Results of
    Operations -- Liquidity and Capital Resources."

(6) For purposes of determining the ratio of earnings to fixed charges, earnings
    are defined as income (loss) before income taxes, extraordinary item and
    cumulative effect of change in accounting principle plus fixed charges.
    Fixed charges include interest expense on all indebtedness, amortization of
    deferred financing costs and one-third of rental expense on operating leases
    representing that portion of rental expense deemed to be attributable to
    interest.

(7) For purposes of this ratio, fixed charges includes interest expense
    (excluding amortization of deferred financing fees) plus capitalized
    interest, the earned discount or yield with respect to the sale of
    receivables and cash dividends on preferred stock.

(8) The pro forma as adjusted balance sheet data have been prepared assuming
    completion of this offering, the use of proceeds from this offering, the
    purchase of all VSA's senior subordinated notes in the tender offer and
    consent solicitation for a total consideration of $     million and
    completion of the bank refinancing, including payment of related fees and
    expenses. The pro forma as adjusted balance sheet data give effect to those
    transactions as if they had occurred on October 1, 2002.

(9) Working capital represents total current assets less total current
    liabilities.

                                        16
<PAGE>

                 INTEREST AND DIVIDEND PAYMENTS TO IDSS HOLDERS

     The table below shows our cash obligations before capital expenditures in
fiscal 2002 on a pro forma as adjusted basis assuming completion of this
offering, the use of proceeds from this offering, the purchase of all VSA's
senior subordinated notes in the tender offer and consent solicitation for a
total consideration of $     million and completion of the bank refinancing,
including payment of related fees and expenses. The information in the table
below assumes that these transactions occurred on January 2, 2002.

<Table>
<Caption>
                                                                   FISCAL 2002
                                                        ----------------------------------
                                                                                PRO FORMA
                                                        ACTUAL   ADJUSTMENTS   AS ADJUSTED
                                                        ------   -----------   -----------
                                                                  (IN THOUSANDS)
<S>                                                     <C>      <C>           <C>
Income (loss) before income taxes(1)..................
Additions:
  Interest expense on old credit facility and VSA's
     senior subordinated notes, including deferred
     financing costs..................................
  Depreciation and amortization.......................
EBITDA................................................
Additions:
  Contract related losses.............................
  Non-cash compensation...............................
  Management fees paid to affiliates of Blackstone and
     GE Capital(2)....................................
Adjusted EBITDA.......................................
Unusual item included in Adjusted EBITDA:
  Return of bankruptcy funds to Service America.......
Deductions from Adjusted EBITDA:
  Interest expense on new credit facility(3)..........
  Interest expense on subordinated notes underlying
     IDSS.............................................
  Additional public company administrative
     expenses(4)......................................
  Income tax expense(5)...............................
     Available cash before capital expenditures and
       dividend payments..............................
</Table>

---------------

(1) Includes $1.4 million of bankruptcy funds returned to Service America.

(2) We will not pay a management fee to Blackstone and General Electric Capital
    beginning in fiscal 2003, assuming consummation of this offering.

(3) Assumes   % interest on $     million outstanding borrowings and a letter of
    credit fee on a portion of the revolving credit facility reserved for the
    letters of credit.

(4) Consist of Canadian audit fees, tax audit fees, director and officer
    liability insurance, expenses relating to the annual stockholders' meeting,
    printing expenses, investor relations expenses, additional filing fees,
    additional trustee fees, depositary fees, registrar and transfer agent fees,
    directors' fees, additional legal fees, listing fees and miscellaneous fees.

(5) Consists of additional federal and state taxes resulting from the
    capitalization of our company after this offering.

                                        17
<PAGE>

     Under the dividend policy we will have in place upon consummation of this
offering, we would have used the available cash before capital expenditures and
dividend payments shown in the above table as follows:

<Table>
<S>                                                           <C>
Average maintenance capital expenditures (fiscal 1998-fiscal
  2002).....................................................
Base dividend on shares of exchangeable participating
  preferred stock...........................................
Participating dividends on shares of exchangeable
  participating preferred stock and dividends on shares of
  common stock..............................................
  Remaining cash(1).........................................
</Table>

---------------

(1) Includes $1.4 million of bankruptcy funds returned to Service America.

     In the above table, we have used our average maintenance capital
expenditures from fiscal 1998 to fiscal 2002, because our actual maintenance
capital expenditures for fiscal 2002 of $          were unusually high due to
the capital we used to renew several long-term contracts with some of our
largest clients. We have also assumed that we would have funded growth capital
expenditures of $          through borrowings under the revolving line of credit
of the new credit facility. In fiscal 2002, we funded these growth capital
expenditures through a combination of borrowings under the revolving line of
credit of the old credit facility and cash flows from operating activities.

     Based on the foregoing, aggregate payments to IDSS holders in fiscal 2002
would have been as follows:

<Table>
<Caption>
                                                                            PER
                                                              AGGREGATE    IDSS
                                                              ---------   -------
<S>                                                           <C>         <C>
Interest on subordinated notes underlying IDSS..............
Dividends on shares of common stock underlying IDSS
  Aggregate.................................................
</Table>

                                        18
<PAGE>

                                  RISK FACTORS

     An investment in the shares of our common stock and our subordinated notes
underlying the IDSS involves a number of risks. In addition to the other
information contained in this prospectus, prospective investors should give
careful consideration to the following factors.

RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY

  IF ATTENDANCE OR THE NUMBER OF EVENTS HELD AT OUR CLIENTS' FACILITIES
  DECREASES, OUR NET SALES AND CASH FLOW MAY SIGNIFICANTLY DECLINE.

     A decline in the number of events held, the level of attendance at these
events or the amount spent by each attendee at client facilities may cause a
significant decline in our net sales and cash flow. We rely on our clients to
schedule popular events at their facilities and to maximize attendance at these
events. The level of attendance and number of events held at client facilities
are affected by several factors, most of which are not within our control and
are extremely difficult to predict, including the following:

     - maintenance and physical condition of the facility;

     - poor performance by the sports teams using the facility;

     - relocation or loss of a major sports team using a facility;

     - ticket prices;

     - changing consumer preferences for leisure time activities;

     - inclement weather;

     - scheduling of conventions, meetings and large catered events;

     - construction of attractive alternative arenas, stadiums, convention
       centers or other venues or facilities;

     - labor stoppages; and

     - weaker economic conditions.

     Labor stoppages in professional sports can cause a significant decline in
our net sales and cash flow, especially in MLB which accounts for a significant
portion of our net sales and a majority of our cash flow generated by contracts
for sports facilities. For example, the labor stoppage which disrupted the 1995
MLB season caused a material decline in our net sales and cash flow. Had it not
been averted, a MLB strike in the 2002 season would likely have had a similar
negative effect on our financial performance for the period of the strike.

     Furthermore, weak economic conditions in North America have caused event
sponsors and people attending events held at convention center facilities,
including those at which we operate, to cancel, reduce or postpone their use of
the facilities and/or have caused attendees at these facilities to reduce
spending on discretionary purchases, such as the products which we sell. As a
result, these weak economic conditions have adversely affected our net sales and
cash flow.

  THE PRICING AND TERMINATION PROVISIONS OF OUR CONTRACTS MAY CONSTRAIN OUR
  ABILITY TO RECOVER COSTS AND TO MAKE A PROFIT ON OUR CONTRACTS.

     The amount of risk that we bear and our profit potential vary depending on
the type of contract under which we provide our services. Under profit and loss
and profit sharing contracts, which together account for substantially all our
net sales and cash flow, we bear all of the expenses of providing our services
and we bear all of the risk that net sales will be adequate to support our
operations. In addition, some profit and loss and profit sharing contracts
contain minimum guaranteed commissions or equivalent payments to the client,
regardless of the level of net sales at the facility or whether a profit is
generated. If net sales do not exceed costs under a contract, including
guaranteed commissions, we will experience losses. Beginning

                                        19
<PAGE>

in fiscal 2003, we expect that the EBITDA we generate under our contract with
our largest client will decline as a result of higher commission rates which we
agreed to in connection with a renewal of the contract.

     Under many of our contracts, we are obliged to comply with the instructions
of our clients in determining which products are sold at individual facilities,
and most of our contracts limit our ability to raise prices on the food,
beverages and merchandise sold within a particular facility without the client's
consent. The refusal by clients to permit the sale of some products at their
facilities, or the imposition by clients of maximum prices which are not
economically feasible for us, could materially adversely affect our results of
operations.

     In addition, some of our contracts contain provisions allowing our clients
to terminate the contract without cause or with little or no notice, exclude
specified events or products from the scope of the contract or modify the terms
under which we may operate at specified events. If clients exercise these
rights, our net sales may decline significantly and our results of operations
could be adversely affected.

  WE HAVE A HISTORY OF LOSSES AND MAY EXPERIENCE LOSSES IN THE FUTURE.

     We have incurred significant losses in the past and we anticipate that we
will continue to incur losses in the foreseeable future. We incurred net losses
of:

     - $3.1 million in fiscal 1997;

     - $5.2 million in fiscal 1998;

     - $5.6 million in fiscal 1999;

     - $4.2 million in fiscal 2000; and

     - $3.6 million in fiscal 2001.

     We may not achieve profitability in the future or be able to generate cash
flow sufficient to make distributions or meet our interest and principal payment
obligations, including interest and dividend payments to IDSS holders, and other
capital needs such as working capital for future growth and capital
expenditures.

  WE MAY NOT BE ABLE TO RECOVER OUR CAPITAL INVESTMENTS IN CLIENTS' FACILITIES,
  WHICH MAY SIGNIFICANTLY REDUCE OUR PROFITS OR CAUSE LOSSES.

     When we enter into a new contract or renew an existing contract, we are
often required to pay substantial contract acquisition fees to the client or to
make capital investments in our clients' facilities that can be substantial. If
the contract is terminated early either by us or by the client or in the event
that a client becomes insolvent or files for bankruptcy, we may not be able to
recover our unamortized capital investment under that client's contract and will
have to recognize an operating loss or reduction from operating profit equal to
the unrecovered portion of our capitalized investment. This amount may be
substantial, depending on the remaining term of the contract and the size of the
capital investment. For example, for the year ended January 1, 2002, we recorded
contract related losses of approximately $1.1 million for the write-down of
property and equipment related to two of our clients which filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code and a receivable
reserve of $2.3 million related to one of those clients.

  IF THE SPORTS TEAM TENANT OF A FACILITY WE SERVE RELOCATES OR THE OWNERSHIP OF
  A FACILITY WE SERVE CHANGES, WE MAY LOSE THE CONTRACT FOR THAT FACILITY.

     Some of our sports facility contracts do not contain any protection for us
in the event that the sports team tenant of the facility moves to a new
facility. Changes in the ownership of a facility that we serve, or of a sports
team tenant of the facility, may make renewal of a contract less likely and may
result in disputes concerning the terms under which we provide our services at
the facility.

                                        20
<PAGE>

  IF WE WERE TO LOSE ANY OF OUR LARGEST CLIENTS, OUR RESULTS OF OPERATIONS COULD
  BE SIGNIFICANTLY HARMED.

     Our net sales would significantly decline if we lost any of our largest
clients, representing a few key facilities. For fiscal 2001:

     - our largest client accounted for approximately 10.0% of our net sales;

     - our three largest clients together accounted for approximately 18.9% of
       our net sales;

     - our 10 largest clients together accounted for approximately 39.5% of our
       net sales; and

     - our 20 largest clients together accounted for approximately 50.1% of our
       net sales.

     Our larger contracts, which typically require higher up-front capital
investments, provide us with higher EBITDA margins.

  A CONTRACTION OF MLB THAT ELIMINATES ANY OF THE TEAMS PLAYING IN ANY OF THE
  FACILITIES SERVED BY US WOULD LIKELY HAVE A MATERIAL ADVERSE EFFECT ON OUR
  RESULTS OF OPERATIONS.

     In November 2001, MLB announced plans for a "contraction" to eliminate
three MLB teams beginning with the 2002 baseball season. No contraction occurred
in the 2002 baseball season, and the contract between MLB and its players' union
provides for no MLB team elimination by contraction through 2006. We do not have
sufficient information to assess the likelihood that any specific team would be
subject to contraction if a contraction were to occur. Press accounts at the
time contraction of MLB was first announced in 2001 indicated that, among
others, the Tampa Bay Devil Rays, the Minnesota Twins and the Montreal Expos
were possible targets. We currently have contracts with the Tampa Bay Devil Rays
and the Metrodome, home of the Minnesota Twins. If either or both of those teams
were to be eliminated by contraction without due compensation to us, it could
have a material adverse effect on us.

  WE MAY NOT HAVE SUFFICIENT FUNDS AVAILABLE TO MAKE CAPITAL INVESTMENTS IN
  CLIENTS' FACILITIES THAT ARE NECESSARY TO MAINTAIN THESE RELATIONSHIPS.

     When we renew an existing contract, we are often required to pay
substantial contract acquisition fees to the client or to make substantial
investments in our client's facility to help finance facility construction or
renovation. The amount of these capital investments will vary, in some cases
materially, from year to year depending on the number and significance of
contracts up for renewal. For example, in 2003, three of our 20 largest
contracts will expire. In order to renew these contracts, we expect that we will
have to make significant capital expenditures. If we do not have sufficient
funds available to make attractive bids for new contracts or renew existing
contracts, our business will decline and our ability to make payments on the
IDSS will be weakened.

  OUR HISTORICAL GROWTH RATES MAY NOT BE INDICATIVE OF FUTURE RESULTS, GIVEN OUR
  NEW CAPITAL STRUCTURE AND DIVIDEND POLICY.

     Our business has experienced relatively rapid growth over the last several
years, much of which has been financed from cash generated by our operations. In
the past, we have reinvested a significant portion of our cash earnings in the
growth of our business through bidding for new business, which requires
substantial up-front cash payments. Following this offering, a substantial
portion of our cash earnings will be required to service our debt and maintain
our existing client base. In addition, we currently intend to distribute a
significant portion of any remaining cash earnings to our stockholders in the
form of monthly dividends. Our ability to continue to expand our business will
depend upon our future cash flow from operations and, to a large extent, upon
our ability to borrow funds under our new credit facility and to obtain other
third-party financing, including through the sale of IDSS or other securities.
We cannot assure you that such financing will be available to us on favorable
terms or at all. Thus, we do not believe that we will be able to achieve the
levels of growth we have experienced historically.

                                        21
<PAGE>

  IF LABOR OR OTHER OPERATING COSTS INCREASE, WE MAY NOT BE ABLE TO MAKE A
  CORRESPONDING INCREASE IN THE PRICES OF OUR PRODUCTS AND SERVICES AND OUR
  PROFITABILITY MAY DECLINE SIGNIFICANTLY.

     Most of our contracts require us to obtain our clients' consent before
raising prices. As a result, we may not be able to offset any increases in our
wage or other operating costs through price changes. Any factors which increase
the wage rates that we have to pay in order to attract suitable employees,
including any tightening of the labor supply in any of the markets where we
operate, or any other factors that increase our operating costs, such as trends
affecting insurance premiums, may materially adversely affect our profitability.
In addition, our profitability could be materially adversely affected if we were
faced with cost increases for food, beverages, wages and equipment due to
general economic conditions, collective bargaining obligations, competitive
conditions or any combination of these.

  WE COULD INCUR SIGNIFICANT LIABILITY FOR WITHDRAWING FROM MULTI-EMPLOYER
  PENSION PLANS.

     We operate at numerous facilities under collective bargaining agreements.
Under some of these agreements, we are obligated to contribute to multi-employer
pension plans. If any of our service contracts at these facilities were
terminated or not renewed, and the applicable multi-employer pension plan at
that time had unfunded vested benefits, we could be subject to withdrawal
liability to the multi-employer plan. We have not determined the extent of our
potential liability, if any, for any withdrawal in the future. We may be exposed
to material withdrawal liability under these circumstances. In addition, we
cannot predict with any certainty which, if any, groups of employees who are not
currently represented by labor unions may seek union representation in the
future, or the outcome of any re-negotiation of current collective bargaining
agreements.

  WE MAY INCUR SIGNIFICANT LIABILITIES OR REPUTATIONAL HARM IF CLAIMS OF ILLNESS
  OR INJURY ASSOCIATED WITH OUR SERVICE OF FOOD AND BEVERAGE TO THE PUBLIC ARE
  BROUGHT AGAINST US.

     Claims of illness or injury relating to food quality or handling are common
in the food service industry and from time to time, we are and may become in the
future subject to claims relating to:

     - consumer product liability;

     - product tampering;

     - nutritional and health-related concerns; and

     - federal, state, provincial and local food controls.

     We may also be adversely affected by negative publicity resulting from the
filing of food quality or handling claims at one or more of the facilities we
serve. In addition, the level of product liability insurance coverage we
currently maintain may not be adequate to cover these claims. Any losses that we
may suffer from future liability claims, including the successful assertion
against us of one or a series of large claims in excess of our insurance
coverage, could materially adversely affect our results of operations.
Furthermore, adverse publicity could negatively impact our ability to renew
existing contracts or to obtain new clients.

  IF ONE OF OUR EMPLOYEES SELLS ALCOHOLIC BEVERAGES TO AN INTOXICATED OR MINOR
  PATRON, WE MAY BE LIABLE TO THIRD PARTIES FOR THE ACTS OF THE PATRON.

     We serve alcoholic beverages at many facilities and are subject to the
"dram-shop" statutes of the jurisdictions in which we serve alcoholic beverages.
"Dram-shop" statutes generally provide that serving alcohol to an intoxicated or
minor patron is a violation of law.

     In most jurisdictions, if one of our employees sells alcoholic beverages to
an intoxicated or minor patron, we may be liable to third parties for the acts
of the patron. We cannot guarantee that those patrons will not be served or that
we will not be subject to liability for their acts. In addition, our liquor
liability insurance coverage may not be adequate to cover any potential
liability and insurance may not continue to be available on commercially
acceptable terms or at all.

                                        22
<PAGE>

  IF WE FAIL TO COMPLY WITH APPLICABLE GOVERNMENTAL REGULATIONS, WE MAY BECOME
  SUBJECT TO LIABILITIES OR RESTRICTIONS ON OUR OPERATIONS WHICH COULD
  SIGNIFICANTLY REDUCE OUR NET SALES AND CASH FLOW AND UNDERMINE THE GROWTH OF
  OUR BUSINESS.

     Our operations are subject to various governmental regulations, including
those governing:

     - the service of food and alcoholic beverages;

     - minimum wage regulations;

     - employment;

     - environmental protection; and

     - human health and safety.

In addition, our facilities and products are subject to periodic inspection by
federal, state, provincial and local authorities.

     We are also subject to licensing with respect to the sale of alcoholic
beverages in the states and provinces in which we serve such beverages. Failure
to receive or retain, or the suspension of, liquor licenses or permits would
interrupt or terminate our ability to serve alcoholic beverages at the
applicable locations and, depending on the number of locations or specific
facilities affected, could have a material adverse effect on our results of
operations. Some of our contracts require us to pay liquidated damages during
any period in which our liquor license for the relevant facility is suspended,
and most contracts are subject to termination in the event that we lose our
liquor license for the relevant facility. Additional regulation relating to
liquor licenses may limit our activities in the future or significantly increase
the cost of compliance.

     If we fail to comply with applicable laws and regulations, we could be
subject to civil remedies, including fines, injunctions, recalls or seizures, as
well as potential criminal sanctions. This could have a material adverse effect
on our results of operations. We may not be in compliance with all applicable
laws and regulations and we may not be able to comply with all future laws and
regulations. Furthermore, additional federal or state legislation, or changes in
regulatory implementation, may limit our activities in the future or
significantly increase the cost of regulatory compliance.

  WE MAY BE SUBJECT TO SIGNIFICANT ENVIRONMENTAL LIABILITIES.

     Claims for environmental liabilities arising out of property contamination
have been asserted against us from time to time, and in some cases such claims
have been associated with businesses, including waste disposal and/or management
businesses, related to entities we acquired and have been based on conduct that
occurred prior to our acquisition of those entities. Recently, private
corporations asserted a claim under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, or "CERCLA," against us for contribution
to address past and future remediation costs at a site in Illinois. The site
allegedly was used by, among others, a waste disposal business purportedly
related to a predecessor for which we allegedly are responsible. In addition,
the United States Environmental Protection Agency, asserting authority under
CERCLA, recently issued a unilateral administrative order concerning the same
Illinois site naming approximately 75 entities as respondents, including the
plaintiffs in the CERCLA lawsuit against us and the waste disposal business for
which the plaintiffs allege we are responsible. Because these claims are in
their early stages, we cannot predict at this time whether we will eventually be
held liable at this site or whether such liability will be material.
Furthermore, additional environmental liabilities relating to any of our former
operations or any entities we have acquired could be identified and give rise to
claims against us involving significant losses.

                                        23
<PAGE>

  IF WE FAIL TO REMAIN COMPETITIVE WITHIN OUR INDUSTRY, WE WILL NOT BE ABLE TO
  MAINTAIN OUR CLIENTS OR OBTAIN NEW CLIENTS, WHICH WOULD MATERIALLY ADVERSELY
  AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND LIQUIDITY.

     The recreational food service industry is highly fragmented and
competitive, with several national and international food service providers as
well as a large number of smaller independent businesses serving discrete local
and regional markets and competing in distinct areas. Those smaller companies
that lack a full-service capability, because, for example, they cannot cater for
luxury suites at stadiums and arenas, often bid for contracts in conjunction
with one of the other national or international food service companies that can
offer those services.

     We compete primarily based on the following factors:

     - the ability to make capital investments;

     - commission or management fee structures;

     - service innovation;

     - quality and breadth of products and services; and

     - reputation within the industry.

     Some of our competitors may be prepared to accept less favorable financial
returns than we are when bidding for contracts. A number of our competitors also
have substantially greater financial and other resources than we do and some of
them may have higher retention rates than we do. Furthermore, the fact that we
have relatively more debt than some of our competitors could place us at a
competitive disadvantage. We also face competition from regional and local
service contractors, some of which are better established than we are within a
specific geographic region. Existing or potential clients may also elect to
"self operate" their food services, eliminating the opportunity for us to
compete for the account.

  OUR NET SALES AND OPERATING INCOME COULD DECLINE SIGNIFICANTLY IF ANY
  TERRORIST ATTACK OR OTHER CONFLICT OCCURS.

     If a terrorist attack or other conflict occurs, attendance or the number of
events at our clients' facilities may decrease and, as a result, our net sales
and operating income may significantly decline and our business may be
significantly harmed. The events of September 11, 2001 had a significant
negative impact on the attendance at sports facilities and convention centers we
serve. We estimate that the impact of September 11, 2001 reduced our
consolidated net sales by approximately 2% and our operating income by
approximately 8% in fiscal 2001 from the level we would have expected absent
those conditions.

     The national and global responses to terrorist attacks, many of which
responses are still being formulated, including a possible war with Iraq and
other recent military, diplomatic and financial responses, and any possible
reprisals as a consequence of those actions, may materially adversely affect us
in ways we cannot predict at this time. In particular, a terrorist attack on a
large sports facility which we serve would have a significant negative impact on
our business, and a terrorist attack on any large sports facility could have a
material adverse effect on our business, even if we do not serve that facility.

  WE MAY NOT BE ABLE TO OBTAIN INSURANCE, OR OBTAIN INSURANCE ON COMMERCIALLY
  ACCEPTABLE TERMS, WHICH COULD RESULT IN A MATERIAL ADVERSE EFFECT ON OUR
  FINANCIAL CONDITION, RESULTS OF OPERATIONS OR LIQUIDITY.

     If we fail to obtain insurance on commercially acceptable terms or at all,
we may become subject to significant liabilities which could cause a significant
decline in our operating income. In addition, depending on the insurance
available in the market, we could be in default under a number of our contracts
which could cause those contracts to be terminated. Termination of those
contracts could cause a significant decline in our net sales and our operating
income.

     The events of September 11, 2001 have caused a significant increase in our
insurance costs in connection with the recreational facilities where we provide
services. In addition, there is a current trend

                                        24
<PAGE>

towards higher rates in the insurance market. These costs may continue to
increase significantly in the future.

RISKS RELATING TO THE IDSS, OUR SUBORDINATED NOTES AND THE SHARES OF OUR COMMON
STOCK

  WE HAVE SUBSTANTIAL INDEBTEDNESS, WHICH COULD RESTRICT OUR ABILITY TO PAY
  INTEREST AND PRINCIPAL ON THE SUBORDINATED NOTES AND TO PAY DIVIDENDS WITH
  RESPECT TO SHARES OF OUR COMMON STOCK UNDERLYING THE IDSS.

     Our ability to make distributions, pay dividends or make other payments
will be subject to applicable law and contractual restrictions contained in the
instruments governing any indebtedness of ours and our subsidiaries, including
the new credit facility. The degree to which we are leveraged on a consolidated
basis could have important consequences to the holders of the IDSS, including:

     - our ability in the future to obtain additional financing for working
       capital, capital expenditures or acquisitions may be limited;

     - we may not be able to refinance our indebtedness on terms acceptable to
       us or at all;

     - a significant portion of our cash flow from operations is likely to be
       dedicated to the payment of the principal of and interest on our
       indebtedness, thereby reducing funds available for future operations,
       capital expenditures and/or dividends on our common stock; and

     - we may be more vulnerable to economic downturns and be limited in our
       ability to withstand competitive pressures.

     The indenture governing the subordinated notes underlying the IDSS does not
limit our ability to issue additional subordinated notes underlying IDSS or
additional subordinated indebtedness evidenced by a different series of notes in
connection with the issuance of the appropriate number of shares of our common
stock.

  WE ARE SUBJECT TO RESTRICTIVE DEBT COVENANTS THAT LIMIT OUR BUSINESS
  FLEXIBILITY BY IMPOSING OPERATING AND FINANCIAL RESTRICTIONS ON OUR
  OPERATIONS.

     The agreements governing our indebtedness impose significant operating and
financial restrictions on us. These restrictions prohibit or limit, among other
things:

     - the incurrence of additional indebtedness and the issuance of preferred
       stock and certain redeemable capital stock;

     - the payment of dividends on, and purchase or redemption of, capital
       stock;

     - a number of other restricted payments, including investments;

     - specified sales of assets:

     - specified transactions with affiliates;

     - the creation of a number of liens; and

     - consolidations, mergers and transfers of all or substantially all of our
       assets.

     The terms of the new credit facility include other and more restrictive
covenants and prohibit us from prepaying our other indebtedness, including the
subordinated notes, while indebtedness under the new credit facility is
outstanding. The new credit facility also requires us to maintain specified
financial ratios and satisfy financial condition tests, including, without
limitation, the following: a maximum net leverage ratio, a minimum fixed charge
coverage ratio and a total debt to book capitalization ratio.

     Our ability to comply with the ratios or tests may be affected by events
beyond our control, including prevailing economic, financial and industry
conditions. A breach of any of these covenants, ratios or tests could result in
a default under the new credit facility and/or the indenture. Certain events of
default under

                                        25
<PAGE>

the new credit facility would prohibit us from making payments on the
subordinated notes, including payment of interest when due. In addition, upon
the occurrence of an event of default under the new credit facility, the lenders
could elect to declare all amounts outstanding under the new credit facility,
together with accrued interest, to be immediately due and payable. If we were
unable to repay those amounts, the lenders could proceed against the security
granted to them to secure that indebtedness. If the lenders accelerate the
payment of the indebtedness, our assets may not be sufficient to repay in full
this indebtedness and our other indebtedness, including the subordinated notes.

  WE ARE A HOLDING COMPANY AND RELY ON DIVIDENDS, INTEREST AND OTHER PAYMENTS,
  ADVANCES AND TRANSFERS OF FUNDS FROM OUR SUBSIDIARIES TO MEET OUR DEBT SERVICE
  AND OTHER OBLIGATIONS.

     We are a holding company and conduct all of our operations through our
subsidiaries and currently have no significant assets other than the capital
stock of VSA, which will be pledged to the creditors under the new credit
facility. As a result, we will rely on dividends and other payments or
distributions from our subsidiaries to meet our debt service obligations and
enable us to pay dividends. The ability of our subsidiaries to pay dividends or
make other payments or distributions to us will depend on their respective
operating results and may be restricted by, among other things, the laws of
their jurisdiction of organization (which may limit the amount of funds
available for the payment of dividends), agreements of those subsidiaries, the
terms of the new credit facility and the covenants of any future outstanding
indebtedness we or our subsidiaries incur.

  YOU MAY NOT RECEIVE THE LEVEL OF DIVIDENDS PROVIDED FOR IN OUR EXISTING
  DIVIDEND POLICY OR ANY DIVIDENDS AT ALL.

     Our board of directors may, in its discretion, amend or repeal our existing
dividend policy. Future dividends with respect to shares of our capital stock,
if any, will depend on, among other things, our results of operations, cash
requirements, financial condition, contractual restrictions, business
opportunities, provisions of applicable law and other factors that our board of
directors may deem relevant. Our board of directors may decrease the level of
dividends provided for in our existing dividend policy or entirely discontinue
the payment of dividends. The new credit facility contains significant
restrictions on our ability to make dividend payments.

     In addition, if the subordinated notes were treated as equity rather than
debt for U.S. federal income tax purposes, then the stated interest on the
subordinated notes could be treated as a dividend, and interest on the
subordinated notes would not be deductible by us for U.S. federal income tax
purposes. Our inability to deduct interest on the subordinated notes could
materially increase our taxable income and, thus, our U.S. federal and
applicable state income tax liability. This would reduce our after-tax income
available for interest and dividend payments and could significantly reduce our
future cash flow.

  YOU WILL BE IMMEDIATELY DILUTED BY $     PER SHARE OF COMMON STOCK IF YOU
  PURCHASE IDSS IN THIS OFFERING.

     If you purchase IDSS in this offering, you will experience an immediate
dilution of $     per share of common stock underlying the IDSS which exceeds
the entire price allocated to each share of common stock underlying IDSS in this
offering because there will be a net tangible book deficit for each share of
common stock outstanding immediately after this offering. Our net tangible book
deficit as of October 1, 2002, after giving effect to this offering, was
approximately $  million, or $     per share of common stock. As a result of
this deficit, the face amount of subordinated notes will exceed the net book
value of available assets by $       per $1,000 face amount of subordinated
notes.

  OUR INTEREST EXPENSE MAY INCREASE SIGNIFICANTLY AND COULD CAUSE OUR NET INCOME
  AND DISTRIBUTABLE CASH TO DECLINE SIGNIFICANTLY.

     The new credit facility will be subject to periodic renewal or must
otherwise be refinanced. We may not be able to renew or refinance the new credit
facility, or if renewed or refinanced, the renewal or

                                        26
<PAGE>

refinancing may occur on less favorable terms. The new credit facility's
revolving facility and 50% of its term facility are made available at a floating
rate of interest. In the event of an increase in the base reference interest
rates, our interest expense will increase and could have a material adverse
effect on our ability to make cash dividend payments to our stockholders. Our
ability to continue to expand our business will, to a large extent, be dependent
upon our ability to borrow funds under our new credit facility and to obtain
other third-party financing, including through the sale of IDSS or other
securities. We cannot assure you that such financing will be available to us on
favorable terms or at all. We do not believe that we will experience the levels
of growth we have achieved in the past.

  WE MAY NOT GENERATE SUFFICIENT FUNDS FROM OPERATIONS TO PAY OUR INDEBTEDNESS
  AT MATURITY OR UPON THE EXERCISE BY HOLDERS OF THEIR RIGHTS UPON A CHANGE OF
  CONTROL.

     A significant portion of our cash flow from operations will be dedicated to
maintaining our client base and servicing our debt requirements. In addition, we
currently expect to distribute a significant portion of any remaining cash
earnings to our stockholders in the form of monthly dividends. Moreover, prior
to the maturity of our subordinated notes, we will not be required to make any
payments of principal on our subordinated notes. We may not generate sufficient
funds from operations to repay the principal amount of our indebtedness at
maturity or in case you exercise your right to require us to purchase your notes
upon a change of control. We may therefore need to refinance our debt or raise
additional capital. These alternatives may not be available to us when needed or
on satisfactory terms due to prevailing market conditions, a decline in our
business or restrictions contained in our senior debt obligations.

  THE REALIZABLE VALUE OF OUR ASSETS UPON LIQUIDATION MAY BE INSUFFICIENT TO
  SATISFY CLAIMS.

     At October 1, 2002, our assets included intangible assets in the amount of
$174.7 million, representing approximately 61.1% of our total consolidated
assets and consisting primarily of contract rights. The value of these
intangible assets will continue to depend significantly upon the success of our
business as a going concern and the remaining terms of our contracts. Some of
our larger contracts contain change of control provisions, which may diminish
the realizable value of the contracts. As a result, in the event of a default on
our subordinated notes or any bankruptcy or dissolution of our company, the
realizable value of these assets may be substantially lower and may be
insufficient to satisfy the claims of our creditors.

  DEFERRAL OF INTEREST PAYMENTS WOULD HAVE ADVERSE TAX CONSEQUENCES FOR YOU AND
  MAY ADVERSELY AFFECT THE TRADING PRICE OF THE SUBORDINATED NOTES.

     If interest payments on the subordinated notes are deferred, you will be
required to recognize interest income for U.S. federal income tax purposes in
respect of interest payments on the subordinated notes represented by the IDSS
held by you before you receive any cash payment of this interest. In addition,
you will not receive this cash if you sell the IDSS or the subordinated notes
before the end of any deferral period or before the record date relating to
interest payments that are to be paid.

     If interest is deferred, the IDSS or the subordinated notes may trade at a
price that does not fully reflect the value of accrued but unpaid interest on
the subordinated notes. In addition, the existence of the requirement that we
defer payments of interest on the subordinated notes under certain circumstances
may mean that the market price for the IDSS or the subordinated notes may be
more volatile than other securities that do not have these restrictions.

  BECAUSE OF THE SUBORDINATED NATURE OF THE NOTES, HOLDERS OF OUR SUBORDINATED
  NOTES MAY NOT BE ENTITLED TO BE PAID IN FULL, IF AT ALL, IN A BANKRUPTCY,
  LIQUIDATION OR REORGANIZATION OR SIMILAR PROCEEDING.

     As a result of the subordinated nature of our notes and related guarantees,
upon any distribution to our creditors or the creditors of the subsidiary
guarantors in bankruptcy, liquidation or reorganization or similar proceeding
relating to us or the subsidiary guarantors or our or their property, the
holders of our senior indebtedness and senior indebtedness of the subsidiary
guarantors will be entitled to be paid in full

                                        27
<PAGE>

in cash before any payment may be made with respect to our subordinated notes or
the subsidiary guarantees.

     In addition, neither a holder of our subordinated notes nor the trustee may
accelerate the maturity of our subordinated notes or commence any enforcement
action relating to our subordinated notes without the prior written consent of
the holders of our senior indebtedness for a period of up to 179 days from the
date of the occurrence of an event of default with respect to our subordinated
notes.

     In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the subsidiary guarantors, holders of our
subordinated notes will participate with all other holders of unsecured
indebtedness of ours similarly subordinated in the assets remaining after we and
the subsidiary guarantors have paid all senior indebtedness. In any of these
cases, we and the subsidiary guarantors may not have sufficient funds to pay all
of our creditors, and holders of our subordinated notes may receive less,
ratably, than the holders of senior indebtedness.

     On a pro forma basis as of October 1, 2002, our subordinated notes would
have ranked junior to $          million of outstanding senior indebtedness on a
consolidated basis, all of which would have been secured, and the subsidiary
guarantees would have ranked pari passu with approximately $     million of
outstanding indebtedness of the subsidiary guarantors, including trade payables.
In addition, as of October 1, 2002, on a pro forma basis, VSA would have had the
ability to borrow up to an additional amount of $          million under the new
credit facility, which would have been senior in right of payment to our
subordinated notes.

  HOLDERS OF OUR SUBORDINATED NOTES WILL BE STRUCTURALLY SUBORDINATED TO THE
  DEBT OF OUR NON-GUARANTOR SUBSIDIARIES.

     Our present and future foreign subsidiaries and partially owned domestic
subsidiaries will not be guarantors of our subordinated notes. As a result, no
payments are required to be made to us from the assets of these subsidiaries.

     In the event of bankruptcy, liquidation or reorganization of any of the
non-guarantor subsidiaries, holders of their indebtedness, including their trade
creditors, would generally be entitled to payment of their claims from the
assets of those subsidiaries before any assets are made available for
distribution to you. As a result, our subordinated notes are effectively
subordinated to the indebtedness of the non-guarantor subsidiaries.

     For fiscal 2001 and the thirty-nine weeks ended October 1, 2002, our
non-guarantor subsidiaries had net sales of $24.4 million and $23.1 million,
EBITDA of $0.9 million and $0.9 million, assets of $7.1 million and $7.4 million
and liabilities of $9.4 million and $9.6 million, respectively.

  THE GUARANTEES OF THE SUBORDINATED NOTES BY OUR SUBSIDIARIES MAY NOT BE
  ENFORCEABLE.

     Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a guarantee could be voided, or claims in respect of a guarantee
could be subordinated to all other debt of the guarantor, if, among other
things, the guarantor, at the time that it assumed the guarantee:

     - issued the guarantee to delay, hinder or defraud present or future
       creditors; or

     - received less than reasonably equivalent value or fair consideration for
       issuing the guarantee and, at the time it issued the guarantee:

      - was insolvent or rendered insolvent by reason of issuing the guarantee
        and the application of the proceeds of the guarantee;

      - was engaged or about to engage in a business or a transaction for which
        the guarantor's remaining unencumbered assets constituted unreasonably
        small capital to carry on its business;

      - intended to incur, or believed that it would incur, debts beyond its
        ability to pay the debts as they mature; or

                                        28
<PAGE>

      - was a defendant in an action for money damages, or had a judgment for
        money damages docketed against it if, in either case, after final
        judgment, the judgment is unsatisfied.

     In addition, any payment by the guarantor under its guarantee could be
voided and required to be returned to the guarantor or to a fund for the benefit
of the creditors of the guarantor or the guarantee could be subordinated to
other debt of the guarantor.

     The measures of insolvency for the purposes of fraudulent transfer laws
vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a person would be
considered insolvent if, at the time it incurred the debt:

     - the present fair saleable value of its assets was less than the amount
       that would be required to pay its probable liability on its existing
       debts, including contingent liabilities, as they become absolute and
       mature; or

     - it could not pay its debts as they become due.

     We cannot be sure as to the standard that a court would use to determine
whether or not the subsidiary guarantors were solvent at the relevant time, or,
regardless of the standard that the court uses, that the issuance by them of the
subsidiary guarantees would not be voided or the subsidiary guarantees would not
be subordinated to the subsidiary guarantors' other debt.

     If such a case were to occur, the guarantee of our subordinated notes by
any subsidiary guarantor could be subject to the claim that, since the guarantee
was incurred for the benefit of VSAH, and only indirectly for the benefit of the
subsidiary guarantor, the obligations of the subsidiary guarantor were incurred
for less than fair consideration. A court could therefore void the obligations
of the subsidiary guarantor under the guarantee or subordinate these obligations
to the subsidiary guarantor's other debt or take action detrimental to holders
of the subordinated notes. If the guarantee of any subsidiary guarantor were
voided, our subordinated notes would be effectively subordinated to the
indebtedness of that subsidiary guarantor.

  SEASONALITY AND VARIABILITY OF OUR BUSINESSES MAY CAUSE VOLATILITY IN THE
  MARKET VALUE OF YOUR INVESTMENT AND MAY HINDER OUR ABILITY TO MAKE TIMELY
  DISTRIBUTIONS ON THE IDSS.

     Our business is seasonal in nature, and our net sales and operating results
vary significantly from quarter to quarter. This variability results from
several factors, including:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at facilities which we serve.

     Consequently, results of operations for any particular quarter may not be
indicative of results of operations for future periods, which makes it difficult
to forecast our results for an entire year. This variability may cause
volatility in the market price of the IDSS.

     In addition, the seasonality and variability of our business means that at
certain times of the year our cash receipts are significantly higher than at
other times. Given that we are required to make equal monthly interest payments
and expect to pay equal monthly dividends to IDSS holders throughout the year,
there is a risk that we will experience cash shortages, which could hinder our
ability to make timely distributions to IDSS holders. If we do not have
sufficient cash to pay all dividends contemplated by our dividend policy, we
will pay dividends at an annual rate of   % on the shares of our exchangeable
participating preferred stock in priority to any dividends on shares of our
common stock.

                                        29
<PAGE>

  THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND
  DISPOSITION OF IDSS ARE NOT ENTIRELY CLEAR.

     No statutory, judicial or administrative authority directly addresses the
treatment of the IDSS or instruments similar to the IDSS for U.S. federal income
tax purposes. As a result, the U.S. federal income tax consequences of the
purchase, ownership and disposition of IDSS are not entirely clear. We intend to
treat an IDSS as a unit consisting of shares of common stock and a subordinated
note. However, the Internal Revenue Service or the courts may take the position
that the subordinated notes are equity, which could adversely affect the amount,
timing and character of income, gain or loss in respect of your investment in
IDSS, materially increase our taxable income and, thus, our U.S. federal and
applicable state income tax liability, and, in the case of foreign holders,
could subject payments to such holders to withholding or estate taxes. Payments
to foreign holders would not be grossed-up for any such taxes. Additionally,
subsequent issuances of IDSS pursuant to an offering by us or upon the creation
of IDSS following an exercise of exchange rights by exchangeable participating
preferred stockholders may adversely affect your tax treatment. We intend to
take the position that subsequent issuances will not affect you, but you may be
required to recognize any gain (but not loss) on a portion of your subordinated
notes on such issuance. Additionally, you may be required to include original
issue discount in income over the remaining term of your subordinated note as a
result of such issuances. For these and additional tax related risks, see
"Material U.S. Federal Income Tax Considerations."

  BEFORE THIS OFFERING, THERE HAS NOT BEEN A PUBLIC MARKET FOR OUR IDSS OR
  SHARES OF OUR COMMON STOCK. THE PRICE OF THE IDSS MAY FLUCTUATE SUBSTANTIALLY,
  WHICH COULD NEGATIVELY AFFECT IDSS HOLDERS.

     Neither the IDSS nor the shares of our common stock has a public market
history. In addition, there has not been an active market in the United States
for securities similar to the IDSS. We cannot assure you that an active trading
market for the IDSS will develop in the future, and we currently do not expect
that an active trading market for the shares of our common stock will develop
until the subordinated notes mature. If the subordinated notes underlying your
IDSS mature or are redeemed or repurchased, you will then hold the underlying
shares of our common stock. We do not intend to list our subordinated notes on
any securities exchange.

     The initial public offering price of the IDSS will be determined by
negotiations among us, the existing investors and the representatives of the
underwriters and may not be indicative of the market price of the IDSS after the
offering. Factors such as quarterly variations in our financial results,
announcements by us or others, developments affecting us, our clients and our
suppliers, general interest rate levels and general market volatility could
cause the market price of the IDSS to fluctuate significantly.

  FUTURE SALES OR THE POSSIBILITY OF FUTURE SALES OF A SUBSTANTIAL AMOUNT OF
  IDSS, SHARES OF OUR COMMON STOCK OR OUR SUBORDINATED NOTES MAY DEPRESS THE
  PRICE OF THE IDSS.

     Future sales or the availability for sale of substantial amounts of IDSS or
shares of our common stock or a significant principal amount of our subordinated
notes in the public market could adversely affect the prevailing market price of
the IDSS and could impair our ability to raise capital through future sales of
our securities.

     The outstanding shares of our exchangeable participating preferred stock
and common stock will be owned by the existing investors. These existing
investors have registration rights with respect to the shares of common stock
they will own after this offering, the shares of common stock into which their
shares of exchangeable participating preferred stock may be exchanged and the
IDSS that could be created with the securities issued upon exchange or
conversion of these securities.

     We may issue shares of our common stock and subordinated notes, which may
be represented by IDSS, or other securities from time to time as consideration
for future acquisitions and investments. In the event any such acquisition or
investment is significant, the number of shares of our common stock and the
aggregate principal amount of subordinated notes, which may be represented by
IDSS, or the number or aggregate principal amount, as the case may be, of other
securities that we may issue may in turn be

                                        30
<PAGE>

significant. In addition, we may also grant registration rights covering those
IDSS, shares of our common stock, subordinated notes or other securities in
connection with any such acquisitions and investments.

  OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS AND SEVERAL
  OTHER FACTORS COULD LIMIT ANOTHER PARTY'S ABILITY TO ACQUIRE US AND DEPRIVE
  OUR INVESTORS OF THE OPPORTUNITY TO OBTAIN A TAKEOVER PREMIUM FOR THEIR
  SECURITIES.

     A number of provisions in our amended and restated certificate of
incorporation and bylaws will make it difficult for another company to acquire
us and for you to receive any related takeover premium for your securities. For
example, our amended and restated certificate of incorporation provides that
stockholders generally may not act by written consent and only stockholders
representing at least 25% in voting power may call a special meeting. In
addition, our ability to merge or consolidate with any other person or, directly
or indirectly, sell all or substantially all our assets is subject to the
approval of a supermajority of our directors. Our certificate of incorporation
provides for a classified board of directors and authorizes the issuance of
preferred stock without stockholder approval and upon such terms as the board of
directors may determine. The rights of the holders of shares of our common stock
will be subject to, and may be adversely affected by, the rights of holders of
our exchangeable participating preferred stock and any other class or series of
preferred stock that may be issued in the future.

                                        31
<PAGE>

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements under "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and elsewhere in this prospectus may include forward-looking
statements which reflect our current views with respect to future events and
financial performance. Statements which include the words "expect," "intend,"
"plan," "believe," "project," "anticipate," "will" and similar statements of a
future or forward-looking nature identify forward-looking statements for
purposes of the federal securities laws or otherwise.

     All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in these
statements. We believe that these factors include the following:

     - our high degree of leverage and significant debt service obligations;

     - our history of net losses;

     - the risk of decreases in the level of attendance at events held at the
       facilities at which we provide our services and the level of spending on
       the services that we provide at those events;

     - the risk of labor stoppages affecting sports teams at whose facilities we
       provide our services;

     - the risk of sports facilities at which we provide services losing their
       sports team tenants;

     - the risk that we may not be able to retain existing clients or obtain new
       clients;

     - the highly competitive nature of the recreational food service industry;

     - any future changes in management;

     - the risk of weaker economic conditions within the United States;

     - the risk of events similar to those of September 11, 2001 or conflicts,
       including a conflict with Iraq;

     - general risks associated with the food service industry;

     - any future changes in government regulation; and

     - any changes in local government policies and practices regarding facility
       construction, taxes and financing.

     We undertake no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise.

                                        32
<PAGE>

                                USE OF PROCEEDS

     We estimate that we will receive net proceeds from this offering of
approximately $     million after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us. We will use
$          million of net proceeds from this offering and borrowings under the
new credit facility to redeem   % of the shares of our common stock held by the
existing investors before this offering. We will use $          million of net
proceeds from this offering and borrowings under the new credit facility to make
a capital contribution to VSA. VSA will use those funds to repay outstanding
borrowings under the old credit facility and purchase VSA's senior subordinated
notes that are validly tendered and not withdrawn in the tender offer and
consent solicitation. If the underwriters exercise their over-allotment option
in full, we will use all the proceeds we receive from the sale of additional
IDSS under this over-allotment option to redeem the existing investors'
remaining interest in us. Certain members of management will have an aggregate
  % ownership interest in us after this offering.

     The table below sets forth our estimate of the sources and uses of funds
required to effect the foregoing. The estimated sources and uses are based on an
assumed closing date of           . Actual amounts will vary from the amounts
shown below.

<Table>
<Caption>
SOURCES
-------                            (IN MILLIONS)
<S>                                <C>
New credit facility
  Term facility..................    $
  Revolving facility.............    $
IDSS offered hereby..............    $
Cash.............................    $
                                     --------
     Total sources of funds
       without exercise of the
       over-allotment option.....    $
                                     ========
Exercise in full of the
  over-allotment option..........    $
                                     --------
     Total sources of funds
       assuming exercise of the
       over-allotment option in
       full......................    $
                                     ========
</Table>

<Table>
<Caption>
USES
----                               (IN MILLIONS)
<S>                                <C>
Proceeds to existing investors...    $
Repayment of old credit
  facility.......................    $
Purchase of VSA senior
  subordinated notes.............    $
Fees and expenses................    $
                                     --------
     Total uses of funds without
       exercise of the
       over-allotment option.....    $
                                     ========
Additional proceeds to existing
  investors assuming exercise in
  full of the over-allotment
  option.........................    $
                                     --------
     Total uses of funds assuming
       exercise of the
       over-allotment option in
       full......................    $
                                     ========
</Table>

     Borrowings under the old revolving credit facility bear interest at a
variable rate, at our option, of either the U.S. Base Rate plus 200 points or
LIBOR plus 300 points and become due and payable on December 3, 2004. Borrowings
under the tranche B loan under the old credit facility bear interest at a
variable rate, at our option, of either the U.S. Base Rate plus 275 points or
LIBOR plus 375 points and become due and payable on December 3, 2006. VSA's
senior subordinated notes bear interest at 11 1/4% per annum and become due and
payable on March 1, 2009.

                                        33
<PAGE>

                                DIVIDEND POLICY

     Upon completion of this offering, our board of directors will adopt a
dividend policy pursuant to which, in the event and to the extent we have any
available cash for distribution to the holders of shares of our common stock as
of the end of any calendar month, and subject to applicable law and the new
credit facility and the terms of our other then outstanding indebtedness, our
board of directors will declare cash dividends per share on our common stock
equal to $     , subject to adjustment. We will pay those dividends on or about
the   th day of the subsequent month.

     If we have any remaining cash after the payment of dividends as
contemplated above, our board of directors will, in its sole discretion, decide
to use that cash to fund growth capital expenditures or acquisitions, repay
indebtedness, pay additional dividends or for general corporate purposes. The
indenture governing our subordinated notes restricts our ability to declare and
pay dividends on our common stock, as follows:

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is higher than the fiscal 2002 level, the maximum
       aggregate amount of dividends per share we may pay in such month may not
       exceed $       by more than 1/12 of 90% of such difference per share.

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is lower than the fiscal 2002 level by more than 2%,
       but by a percentage less than or equal to 20%, the maximum aggregate
       amount of dividends per share we may pay in such month may not exceed
       $       minus 1/12 of the amount of such difference per share, excluding
       the initial 2%.

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is lower than the fiscal 2002 level by more than 20%,
       no dividends will be payable in such month.

     Our board of directors may, in its discretion, amend or repeal our dividend
policy. Future dividends with respect to shares of our capital stock, if any,
will depend on, among other things, our results of operations, cash
requirements, financial condition, contractual restrictions, provisions of
applicable law and other factors that our board of directors may deem relevant.
Under Delaware law, our board of directors may declare dividends only to the
extent of our "surplus" (which is defined as total assets at fair market value
minus total liabilities, minus statutory capital), or if there is no surplus,
out of our net profits for the then current and/or immediately preceding fiscal
years. Our board of directors may decrease the level of dividends provided for
in our existing dividend policy or discontinue entirely the payment of
dividends.

     Holders of outstanding shares of our exchangeable participating preferred
stock will receive monthly cumulative cash dividends per share equal to $
(  % of the $     liquidation preference per share divided by 12) in priority to
dividends on shares of our common stock. In addition, holders of shares of our
exchangeable participating preferred stock will be entitled to participate in
any dividends on the shares of our common stock on an "as if exchanged" basis,
and those dividends will rank equal to any dividends on the outstanding shares
of our common stock. We will have no outstanding shares of exchangeable
participating preferred stock if the underwriters exercise their over-allotment
option in full.

     We have not paid dividends in the past.

                                        34
<PAGE>

                                 CAPITALIZATION

     The following table sets forth our cash and cash equivalents and
capitalization as of October 1, 2002:

     - on an actual basis; and

     - on a pro forma as adjusted basis as if this offering, including the use
       of proceeds from this offering, our recapitalization and the tender offer
       and consent solicitation had occurred on that date and VSA had entered
       into the new credit facility on that date. For purposes of this
       presentation, we have assumed that all of VSA's senior subordinated notes
       are purchased in the tender offer and consent solicitation for an
       aggregate consideration of $     million.

<Table>
<Caption>
                                                             AS OF OCTOBER 1, 2002
                                                      ------------------------------------
                                                                                PRO FORMA
                                                       ACTUAL    ADJUSTMENTS   AS ADJUSTED
                                                      --------   -----------   -----------
                                                                 (IN THOUSANDS)
<S>                                                   <C>        <C>           <C>
Cash and cash equivalents...........................  $ 10,460
                                                      ========                  ========
Long-term debt, including current portion
  Current maturities of long-term debt..............  $  1,150                  $
  Old credit facility...............................   109,538                        --
  New credit facility...............................        --
  11 1/4% senior subordinated notes of VSA(1).......   100,000                        --
    % subordinated notes............................        --
                                                      --------
          Total long-term debt......................   210,688
                                                                                --------
% Exchangeable participating preferred
stock -- authorized:          shares; issued:
         shares.....................................        --
Stockholders' deficiency
  Common stock, $0.01 par value per
     share -- authorized: 1,000 shares; issued: 526
     shares; outstanding: 332 shares................        --                        --
  Additional paid-in capital........................  $ 67,330
  Accumulated deficit...............................   (19,308)
  Accumulated other comprehensive loss..............      (464)
  Treasury stock(2).................................   (49,500)
  Loans to related parties..........................    (1,079)
                                                      --------                  --------
  Total stockholders' deficiency....................    (3,021)
                                                      --------                  --------
     Total capitalization...........................  $207,667
                                                      ========                  ========
</Table>

---------------

(1) Assumes the purchase of all VSA's senior subordinated notes in the tender
    offer and consent solicitation for aggregate consideration of $     million.

(2) The actual column represents 194 shares at cost.

                                        35
<PAGE>

                                    DILUTION

     Dilution is the amount by which the portion of the offering price paid by
the purchasers of the IDSS to be sold in the offering allocated to our shares of
common stock underlying the IDSS exceeds the net tangible book value or
deficiency per share of our common stock after the offering. Net tangible book
value or deficiency per share of our common stock is determined at any date by
subtracting our total liabilities from the total book value of our tangible
assets and dividing the difference by the number of shares of common stock
deemed to be outstanding at that date.

     Our net tangible book deficiency as of October 1, 2002 was approximately
$     million, or $     per share of common stock. After giving effect to our
receipt and intended use of approximately $     million of estimated net
proceeds (after deducting estimated underwriting discounts and commissions and
offering expenses) from our sale of           IDSS in this offering, our pro
forma as adjusted net tangible book deficiency as of October 1, 2002 would have
been approximately $     million, or $     per share of common stock. This
represents an immediate increase in net tangible book value of $     per share
of our common stock to existing stockholders and an immediate dilution of $
per share of our common stock to new investors purchasing IDSS in this offering.
As a result of this deficiency, the face amount of subordinated notes will
exceed the net book value of available assets by $     per $1,000 face amount of
subordinated notes.

     The following table illustrates this substantial and immediate dilution to
new investors:

<Table>
<Caption>
                                                              PER SHARE OF
                                                              COMMON STOCK
                                                              ------------
<S>                                                           <C>
Assumed initial public offering price of underlying common
  stock.....................................................    $
  Net tangible book deficiency per share before this
     offering...............................................
  Increase per share attributable to cash payments made by
     investors in this offering.............................
                                                                --------
  Decrease per share attributable to issuance of underlying
     subordinated notes.....................................
Pro forma as adjusted net tangible book value after this
  offering..................................................    $
                                                                --------
Dilution in net tangible book value per share to new
  investors.................................................    $
                                                                ========
</Table>

     The following table summarizes on a pro forma basis as of October 1, 2002:

     - the total number of shares of our common stock underlying the IDSS to be
       sold in this offering;

     - the total consideration paid to us, before deducting the estimated
       underwriting discounts and commissions and offering expenses payable by
       us in connection with the offering; and

     - the average price per share of common stock paid by existing stockholders
       and by new investors purchasing IDSS in this offering:

<Table>
<Caption>
                                   SHARES OF COMMON                           AVERAGE PRICE
                                    STOCK PURCHASED    TOTAL CONSIDERATION    PER SHARE OF
                                   -----------------   --------------------      COMMON
                                   NUMBER    PERCENT    AMOUNT     PERCENT        STOCK
                                   -------   -------   ---------   --------   -------------
<S>                                <C>       <C>       <C>         <C>        <C>
Existing stockholders............
Investors in this offering
  purchasing shares of common
  stock underlying IDSS offered
  by us..........................
                                   -------   -------   --------    -------
          Total..................
                                   =======   =======   ========    =======
</Table>

                                        36
<PAGE>

                   SELECTED HISTORICAL FINANCIAL INFORMATION

     The following table sets forth our selected consolidated financial
information derived from our audited consolidated financial statements for the
fiscal years ended December 30, 1997, December 29, 1998, December 28, 1999,
January 2, 2001 and January 1, 2002, of which the financial statements for the
three fiscal years ended January 1, 2002 are included in this prospectus. The
following table also sets forth our selected historical financial information
derived from our unaudited consolidated financial statements for the thirty-nine
weeks ended October 1, 2002 and October 2, 2001, which are also included in this
prospectus.

     The information in the table below should be read in conjunction with our
audited consolidated financial statements and the related notes, our unaudited
consolidated financial statements and the related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
figures for interim periods shown below are not necessarily indicative of
results for the applicable full fiscal year.

<Table>
<Caption>
                                                                                                      THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                        <C>          <C>           <C>           <C>           <C>           <C>          <C>
STATEMENT OF OPERATIONS
  DATA:
Net sales................  $    196.0   $     283.4   $     431.5   $     522.5   $     543.1   $    449.4    $  418.4
Cost of sales............       157.0         222.5         342.5         424.2         446.6        365.5       342.5
Selling, general and
  administrative.........        18.9          29.5          42.7          47.9          48.1         42.6        35.8
Depreciation and
  amortization...........        12.9          18.2          26.8          26.3          24.5         19.0        18.2
Transaction related
  expenses...............          --           3.1           1.5           1.1            --           --          --
Contract related
  losses.................         2.5           1.4           1.4           2.5           4.8          0.7         4.1
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Operating income.........         4.8           8.7          16.5          20.6          19.2         21.5        17.9
  Interest expense.......         7.9          11.3          23.0          26.6          23.4         15.7        18.1
  Other income, net......        (0.3)         (0.4)         (0.5)         (0.5)         (0.2)        (1.4)       (0.2)
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Income (loss) before
  income taxes...........        (2.8)         (2.2)         (6.1)         (5.5)         (4.0)         7.3        (0.1)
Income tax provision
  (benefit)..............         0.3           1.5          (1.5)         (1.3)         (0.4)         0.6          --
Income (loss) before
  extraordinary item and
  cumulative effect of
  change in accounting
  principle..............        (3.1)         (3.7)         (4.5)         (4.2)         (3.6)         6.8        (0.1)
Extraordinary loss on
  debt extinguishment,
  net of taxes(2)........          --          (1.5)         (0.9)           --            --           --          --
Cumulative effect of
  change in accounting
  principle, net of
  taxes(3)...............          --            --          (0.2)           --            --           --          --
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Net income (loss)(4).....        (3.1)         (5.2)         (5.6)         (4.2)         (3.6)         6.8        (0.1)
Other comprehensive
  loss -- foreign
  translation
  adjustment.............          --          (0.1)         (0.1)         (0.1)         (0.2)          --        (0.2)
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Comprehensive income
  (loss).................  $     (3.1)  $      (5.3)  $      (5.8)  $      (4.3)  $      (3.8)  $      6.8    $   (0.3)
                           ==========   ===========   ===========   ===========   ===========   ==========    ========
</Table>

                                        37
<PAGE>

<Table>
<Caption>
                                                                                                      THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                        <C>          <C>           <C>           <C>           <C>           <C>          <C>
PER SHARE DATA:
Income (loss) before
  extraordinary item and
  cumulative effect of
  change in accounting
  principle, net of
  taxes:
  Basic..................  $(9,661.00)  $ (8,807.23)  $(12,220.03)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
  Diluted................  $(9,661.00)  $ (8,807.23)  $(12,220.03)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
Net income (loss) per
  share:
  Basic..................  $(9,661.00)  $(12,340.32)  $(15,273.67)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
  Diluted................  $(9,661.00)  $(12,340.32)  $(15,273.67)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
CASH FLOW DATA:
Net cash provided by
  operating activities...  $     15.3   $       2.5   $      16.1   $      22.7   $      24.7   $     48.0    $   26.1
Net cash used in
  investing activities...  $    (31.0)  $      (5.3)  $     (25.4)  $     (12.9)  $     (29.3)  $    (41.1)   $  (22.5)
Net cash provided by
  (used in) financing
  activities.............  $     15.9   $       6.3   $      12.8   $      (7.3)  $       5.0   $    (11.5)   $   (1.3)
OTHER DATA:
Income (loss) before
  income taxes...........  $     (2.8)  $      (2.2)  $      (6.1)  $      (5.5)  $      (4.0)  $      7.3    $   (0.1)
Adjustments:
  Interest expense.......         7.9          11.3          23.0          26.6          23.4         15.7        18.1
  Depreciation and
    amortization.........        12.9          18.2          26.8          26.3          24.5         19.0        18.2
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
EBITDA(5)................  $     18.0   $      27.3   $      43.7   $      47.4   $      43.9   $     42.0    $   36.2
Adjustments:(6)
  Transaction related
    expenses.............          --           3.1           1.5           1.1            --           --          --
  Contract related
    losses...............         2.5           1.4           1.4           2.5           4.8          0.7         4.1
  Non-cash
    compensation.........          --            --            --           0.3           0.1          0.5         0.1
  Management fees paid to
    affiliates of
    Blackstone and GE
    Capital..............         0.3           0.3           0.4           0.4           0.4          0.3         0.3
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Adjusted EBITDA(5).......  $     20.8   $      32.1   $      47.1   $      51.7   $      49.2   $     43.5    $   40.7
Unusual item included in
  Adjusted EBITDA:
  Return of bankruptcy
    funds to Service
    America..............          --            --            --            --            --          1.4          --
Maintenance capital
  expenditures(7)........  $      5.3   $       4.6   $       4.9   $       8.3   $      12.7   $     29.6    $   11.1
Growth capital
  expenditures(7)........        32.3          14.2          21.4           5.6          16.7   $     13.9    $   11.5
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Aggregate capital
  expenditures(7)........  $     37.6   $      18.8   $      26.3   $      13.9   $      29.4   $     43.5    $   22.6
</Table>

                                        38
<PAGE>

<Table>
<Caption>
                                                                                                      THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                        <C>          <C>           <C>           <C>           <C>           <C>          <C>
Ratio of earnings to
  fixed charges(8).......          --            --            --            --            --         1.45          --
Deficiency in the
  coverage of earnings to
  fixed charges(8).......  $     (2.8)  $      (2.2)  $      (6.1)  $      (5.5)  $      (4.0)          --    $   (0.1)
Ratio of Adjusted EBITDA
  to fixed charges(9)....        2.75          2.98          2.19          2.06          2.24         2.98        2.39
</Table>

<Table>
<Caption>
                           DECEMBER 30,   DECEMBER 29,   DECEMBER 28,   JANUARY 2,   JANUARY 1,   OCTOBER 2,   OCTOBER 1,
                               1997           1998           1999          2001         2002         2001         2002
                           ------------   ------------   ------------   ----------   ----------   ----------   ----------
                                                                   (IN MILLIONS)
<S>                        <C>            <C>            <C>            <C>          <C>          <C>          <C>
BALANCE SHEET DATA:
Total assets.............     $137.8         $269.5         $278.6        $265.7       $265.9       $274.5       $285.9
Long-term debt (including
  current portion).......     $ 79.0         $161.3         $224.0        $219.1       $224.6       $216.1       $210.7
</Table>

---------------

(1) We have adopted a 52-53 week period ending on the Tuesday closest to
    December 31 as our fiscal year. The 1997, 1998, 1999 and 2001 fiscal years
    consisted of 52 weeks, and the 2000 fiscal year consisted of 53 weeks.

(2) For fiscal 1998, a $1.5 million extraordinary loss on debt extinguishment,
    net of taxes resulted from refinancing our secured credit facility; for
    fiscal 1999, $0.9 million extraordinary loss on debt extinguishment resulted
    from the early retirement of a portion of the secured credit facility, net
    of taxes.

(3) For fiscal 1999, we adopted the provisions of the American Institute of
    Certified Public Accountants Statement of Position 98-5, Reporting on the
    Costs of Start-up Activities, which requires that costs of start-up
    activities be expensed as incurred. As a result, we recorded a charge of
    $0.2 million reflecting the cumulative effect of a change in accounting
    principle, net of taxes.

(4) In accordance with Statement of Financial Accounting Standards No. 142, or
    SFAS 142, effective January 2, 2002, we discontinued the amortization of
    goodwill and trademarks and identified intangible assets which we believe
    have indefinite lives. Adjusted net income (loss) to give effect to SFAS 142
    would have been $(2.4) million for fiscal 1997, $(3.9) million for fiscal
    1998, $(3.1) million for fiscal 1999, $(1.8) million for fiscal 2000, $(1.1)
    million for fiscal 2001 and $1.8 million for the thirty-nine weeks ended
    October 2, 2001.

(5) EBITDA and Adjusted EBITDA are not intended to represent cash flows from
    operations as determined by generally accepted accounting principles and
    should not be used as alternatives to income (loss) before taxes or net
    income as indicators of operating performance or to cash flows as measures
    of liquidity. Our measures of EBITDA and Adjusted EBITDA may not be
    comparable to similarly titled measures used by other companies due to
    differences in methods of calculation.

    We believe that EBITDA and Adjusted EBITDA best reflect the cash returned on
    our investment in capital expenditures under our contracts. In addition, we
    believe that the inclusion of supplementary adjustments to EBITDA applied in
    presenting Adjusted EBITDA is appropriate to provide additional information
    to investors about non-cash and certain non-recurring items and because
    covenants in the indenture governing our subordinated notes contain ratios
    based on that measure. For example, our ability to incur additional debt and
    make restricted payments requires an Adjusted EBITDA to fixed charges ratio
    of 2.0 to 1.0, except that we may incur certain debt and make certain
    restricted payments without regard to the ratio, including our ability to
    incur an unlimited amount of indebtedness in connection with the issuance of
    shares of our common stock so long as the ratio of the aggregate principal
    amount of the additional debt securities over the number of the additional
    shares of our common stock will not exceed the equivalent ratio underlying
    the then existing IDSS.

                                        39
<PAGE>

    On a pro forma basis, for the four quarters ended October 1, 2002, our
    Adjusted EBITDA to fixed charges ratio under the indenture would have been
         to      . We have also disclosed additional information about certain
    additional cash items that are not related to our core operations that we do
    not expect to continue in the future. Adjusted EBITDA is determined in the
    indenture governing our subordinated notes as income (loss) before income
    taxes, plus interest expense, depreciation and amortization expense,
    transaction related expenses, contract related losses, other non-cash
    charges, and the annual management fee paid to the existing investors, less
    any non-cash credits.

(6) Explanations of the adjustments are listed below:

     Transaction related expenses include:

     - for fiscal 1998, $3.1 million of cash severance expenses paid to former
       employees and other expenses incurred in connection with the elimination
       of redundant personnel and office functions resulting from the business
       combination of Volume Services and Service America;

     - for fiscal 1999, $1.5 million of cash expenses related to the elimination
       of redundant office functions of the Service America corporate office in
       connection with the business combination of Volume Services and Service
       America; and

     - for fiscal 2000, $1.1 million of cash strategic corporate costs
       consisting of accounting and legal expenses resulted from merger and
       acquisition activity unrelated to our on-going operations;

- Contract related losses include:

     - for fiscal 1997, a $2.5 million non-cash charge related to the write-down
       to net realizable value of a contract that was terminated by mutual
       agreement;

     - for fiscal 1998, $1.4 million of non-cash charges related to the
       write-down to net realizable value of a contract that was terminated;

     - for fiscal 1999, $1.4 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets;

     - for fiscal 2000, $1.5 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets, $0.7 million related to
       the write-off of assets related to litigation settlement and a
       non-recurring $0.3 million cash expense in related legal fees;

     - for fiscal 2001, $4.8 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets;

     - for the thirty-nine week period ended October 1, 2002, $.7 million of
       non-cash charges related to the write-down of impaired assets for certain
       contracts where the estimated future cash flows from the contracts were
       insufficient to cover the carrying cost of the related long-lived assets,
       $0.5 million in non-cash compensation expense resulted from the change in
       estimated value of our company and $1.4 million in bankruptcy funds
       returned to Service America; and

     - for the thirty-nine week period ended October 2, 2001, $4.1 million of
       non-cash charges related to the write-down of impaired assets for certain
       contracts where the estimated future cash flows from the contracts were
       insufficient to cover the carrying cost of the related long-lived assets
       and $0.1 million in non-cash compensation expense resulted from the
       change in estimated value of our company; and

                                        40
<PAGE>

- Management fees paid to affiliates of Blackstone and General Electric Capital
  include:

     - for fiscal 1997, 1998, 1999, 2000, 2001, the thirty-nine week period
       ended October 1, 2002 and the thirty-nine week period ended October 2,
       2001, $0.3 million, $0.3 million, $0.4 million, $0.4 million, $0.4
       million, $0.3 million and $0.3 million, respectively, of monitoring fees.

(7) The sum of maintenance and growth capital expenditures equals the sum of
    contract rights acquired, net (purchase of contract rights) and the purchase
    of property and equipment, net for the relevant periods as displayed in the
    statement of cash flows, as follows:

<Table>
<Caption>
                                                                           THIRTY-NINE
                                                                           WEEKS ENDED
                                           FISCAL(1)                 -----------------------
                             -------------------------------------   OCTOBER 1,   OCTOBER 2,
                             1997    1998    1999    2000    2001       2002         2001
                             -----   -----   -----   -----   -----   ----------   ----------
                                                      (IN MILLIONS)
<S>                          <C>     <C>     <C>     <C>     <C>     <C>          <C>
Aggregate capital
  expenditures.............  $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
Statement of cash flow
  data:
  Contract rights acquired,
     net (purchase of
     contract rights)......   11.6     6.2    15.9     7.5    21.3      35.9         16.4
  Purchase of property and
     equipment, net........   26.0    12.6    10.4     6.4     8.1       7.6          6.2
                             -----   -----   -----   -----   -----     -----        -----
                             $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
                             =====   =====   =====   =====   =====     =====        =====
</Table>

     Maintenance capital expenditures are capital expenditures made to secure
     renewals of our existing contracts and maintain these contracts following
     renewal. Growth capital expenditures are those made to secure new contracts
     and maintain these contracts during their initial term. Accordingly, growth
     capital expenditures in any given year consist of up-front capital
     investments in new contracts and additional committed investments in
     existing contracts that have never previously been renewed. We believe that
     the identification and separation of maintenance and growth capital
     expenditures are important factors in evaluating our financial results.
     While we strive to maintain our present level of EBITDA by securing
     renewals of our existing contracts, we cannot assure you that we will
     maintain our present level of EBITDA since we cannot predict the future
     financial requirements of our clients. Contracts may be renewed at
     significantly different commission rates and, thus, levels of EBITDA,
     depending on the clients' financial requirements at the time of renewal.
     See "Management's Discussion and Analysis of Financial Condition and
     Results of Operations -- Liquidity and Capital Resources."

(8) For purposes of determining the ratio of earnings to fixed charges, earnings
    are defined as income (loss) before income taxes, extraordinary item and
    cumulative effect of change in accounting principle plus fixed charges.
    Fixed charges include interest expense on all indebtedness, amortization of
    deferred financing costs and one-third of rental expense on operating leases
    representing that portion of rental expense deemed to be attributable to
    interest.

(9) For purposes of this ratio, fixed charges includes interest expense
    (excluding amortization of deferred financing fees) plus capitalized
    interest, the earned discount or yield with respect to the sale of
    receivables and cash dividends on preferred stock.

                                        41
<PAGE>

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

GENERAL

     Management's discussion and analysis is a review of our results of
operations and our liquidity and capital resources. The following discussion
should be read in conjunction with "Selected Historical Financial Information"
and the financial statements, including the related notes, appearing elsewhere
in this prospectus. The following data have been prepared in accordance with
GAAP.

CRITICAL ACCOUNTING POLICIES

     The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
financial statement date and reported amounts of revenues and expenses,
including amounts that are susceptible to change. Our critical accounting
policies include accounting methods and estimates underlying such financial
statement preparation, as well as judgments around uncertainties affecting the
application of those policies. In applying critical accounting policies,
materially different amounts or results could be reported under different
conditions or using different assumptions. We believe that our critical
accounting policies, involving significant estimates, uncertainties and
susceptibility to change, include the following:

     - Recoverability of property and equipment, contract rights, cost in excess
       of net assets acquired (goodwill) and other intangible assets.  As of
       October 1, 2002, net property and equipment of $57.0 million and net
       contract rights of $103.8 million were recorded. In accordance with
       Statement of Financial Accounting Standards (SFAS) No. 144, we evaluate
       long-lived assets with definite lives for possible impairment when an
       event occurs which would require this evaluation. The impairment analysis
       is made at the contract level and evaluates the net property and
       equipment as well as the contract rights related to that contract. Events
       that would trigger an evaluation at the contract level include the loss
       of a tenant team, notice from the client indicating intent to terminate
       the contract, the bankruptcy of a client or discontinuation of a sports
       league, among others. As of October 1, 2002, net goodwill of $46.5
       million and other intangible assets (trademarks) of $17.0 million were
       recorded. In accordance with Statement of Financial Accounting Standards
       (SFAS) No. 142, we evaluate long-lived assets with indefinite lives for
       possible impairment when an event occurs that would require such
       evaluation, as well as at a minimum on an annual basis. On a consolidated
       basis, triggering events for this evaluation include the loss of a
       significant client, increase in cost structure that cannot be passed on
       to the customer or a major uninsured loss, among others.

      Upon the occurrence of a triggering event, management is required to
      estimate the impact of the event on our future cash flows. The
      undiscounted future cash flows are compared to the carrying value of the
      related long-lived assets. If the undiscounted future cash flows are lower
      than the carrying value, an impairment charge is recorded. The amount of
      the impairment is equal to the difference between the balance of the
      long-lived asset and the future discounted cash flows related to the asset
      (using a rate based on our incremental borrowing rate). As we base our
      estimates of undiscounted future cash flows on past operating performance,
      including anticipated labor and other cost increases, and prevailing
      market conditions, we cannot assure you that our estimates are achievable.
      Different conditions or assumptions, if significantly negative or
      unfavorable, could have a material adverse effect on the outcome of our
      evaluation and our financial condition or future results of operations.

     - Insurance.  We have a high deductible insurance program for general
       liability, auto liability and workers' compensation risk. We are required
       to estimate and accrue for the amount of losses that we expect to incur
       and will ultimately have to pay under the deductible during the policy
       year. These amounts are recorded in cost of sales and selling, general
       and administrative expenses on the

                                        42
<PAGE>

       statement of operations and accrued liabilities and long-term liabilities
       on the balance sheet. Our estimates consider a number of factors,
       including historical experience and actuarial assessment of the
       liabilities for reported claims and claims incurred but not reported.
       While we use outside parties to assist us in making these estimates, it
       is difficult to provide assurance that the actual amounts may not be
       materially different from what we have recorded. In addition we are
       self-insured for employee medical benefits and related liabilities. Our
       liabilities are based on historical trends and claims filed and are
       estimated for claims incurred but not reported. While the liabilities
       represent management's best estimate, actual results could differ
       significantly from those estimates.

     - Deferred income taxes.  We recognize deferred tax assets and liabilities
       based on the expected future tax consequences of temporary differences
       between the carrying amounts and the tax basis of assets and liabilities.
       Our primary deferred tax assets relate to net operating losses and credit
       carryovers. The realization of these deferred tax assets depends upon our
       ability to generate future income. If our results of operations are
       adversely affected, not all of our deferred tax assets, if any, may be
       realized.

SEASONALITY AND QUARTERLY RESULTS

     Our net sales and operating results have varied, and are expected to
continue to vary, from quarter to quarter (a quarter is comprised of thirteen or
fourteen weeks), as a result of factors which include:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at the facilities which we serve.

     Business at the principal types of facilities we serve is seasonal in
nature. MLB and minor league baseball related sales are concentrated in the
second and third quarters, the majority of NFL related activity occurs in the
fourth quarter and convention centers and arenas generally host fewer events
during the summer months. Results of operations for any particular quarter may
not be indicative of results of operations for future periods.

     Set forth below are comparative net sales by quarter for our first three
quarters of fiscal 2002 and four quarters of fiscal 2001 and 2000, as well as
operating income (loss) and net income (loss), on an actual and per share basis
(in thousands, except per share data):

<Table>
<Caption>
                                                                   2002
                                 -------------------------------------------------------------------------
                                                                BASIC AND
                                                            DILUTED OPERATING     NET        BASIC AND
                                              OPERATING       INCOME (LOSS)     INCOME    DILUTED EARNINGS
                                  SALES     INCOME (LOSS)       PER SHARE       (LOSS)    (LOSS) PER SHARE
                                 --------   -------------   -----------------   -------   ----------------
<S>                              <C>        <C>             <C>                 <C>       <C>
1st Quarter....................  $ 87,840      $(4,185)        $(12,605.42)     $(6,870)    $(20,691.49)
2nd Quarter....................  $166,421      $ 9,813         $ 29,557.23      $ 3,841     $ 11,569.60
3rd Quarter....................  $195,100      $15,892         $ 47,867.47      $ 9,783     $ 29,466.29
4th Quarter....................        --           --                  --           --              --
</Table>

<Table>
<Caption>
                                                                   2001
                                --------------------------------------------------------------------------
                                                               BASIC AND
                                                           DILUTED OPERATING     NET         BASIC AND
                                             OPERATING       INCOME (LOSS)      INCOME    DILUTED EARNINGS
                                 SALES     INCOME (LOSS)       PER SHARE        (LOSS)    (LOSS) PER SHARE
                                --------   -------------   -----------------   --------   ----------------
<S>                             <C>        <C>             <C>                 <C>        <C>
1st Quarter...................  $ 83,194      $(4,107)        $(12,370.48)     $(10,631)    $(32,021.07)
2nd Quarter...................  $157,646      $ 8,117         $ 24,448.80      $  2,155     $  6,487.58
3rd Quarter...................  $177,559      $13,862         $ 41,753.01      $  8,399     $ 25,298.59
4th Quarter...................  $124,714      $ 1,283         $  3,864.46      $ (3,523)    $(10,609.65)
</Table>

                                        43
<PAGE>

<Table>
<Caption>
                                                                    2000
                                      -----------------------------------------------------------------
                                                               BASIC AND
                                                                DILUTED
                                                 OPERATING     OPERATING       NET        BASIC AND
                                                  INCOME     INCOME (LOSS)   INCOME    DILUTED EARNINGS
                                       SALES      (LOSS)       PER SHARE     (LOSS)    (LOSS) PER SHARE
                                      --------   ---------   -------------   -------   ----------------
<S>                                   <C>        <C>         <C>             <C>       <C>
1st Quarter.........................  $ 80,120    $(1,164)    $(3,506.02)    $(7,842)    $(23,620.48)
2nd Quarter.........................  $143,637    $ 6,360     $19,156.63     $ 2,047     $  6,164.44
3rd Quarter.........................  $188,289    $14,934     $44,981.93     $ 6,184     $ 16,628.44
4th Quarter.........................  $110,487    $   454     $ 1,367.47     $(4,608)    $(13,880.94)
</Table>

RESULTS OF OPERATIONS

  THIRTY-NINE WEEKS ENDED OCTOBER 1, 2002 COMPARED TO THIRTY-NINE WEEKS ENDED
  OCTOBER 2, 2001

     Net Sales.  Net sales of $449.4 million for the thirty-nine weeks ended
October 1, 2002 increased by $31.0 million (approximately 7%) from $418.4
million in the prior year period. Our results for the thirty-nine week period of
2001 were adversely impacted by the events of September 11, 2001 which are
estimated to have reduced net sales during the period by approximately 3%. The
postponement of NFL and MLB games had the most significant impact on our fiscal
2001 net sales. As of the thirty-nine week period ended October 1, 2002, nine
additional NFL games were played at our clients' facilities as compared to the
prior year period. Five of the games were played during the first thirteen weeks
of the period, including four games which were postponed due to the events of
September 11, 2001, and Super Bowl XXXVI, which was hosted by a venue we serve.
In the prior year period, two NFL playoff games were played at facilities we
serve. In the aggregate, net sales attributable to NFL activity were $8.0
million greater in the thirty-nine weeks ended October 1, 2002 as compared to
the prior year period. MLB games, including one playoff game, contributed $4.3
million to the increase primarily as a result of an increase in the number of
games played in the 2002 period due to the postponement of games in the prior
year period. In addition, newly acquired service contracts generated net sales
of $6.6 million and a successful summer music amphitheater season contributed an
increase in net sales of $2.5 million during the thirty-nine weeks ended October
1, 2002.

     Cost of Sales.  Cost of sales of $365.5 million for the thirty-nine weeks
ended October 1, 2002 increased by $23.0 million from $342.5 million for the
prior year period, due primarily to the increase in sales volume. Cost of sales
as a percentage of net sales decreased by approximately 0.5% from the prior year
period to 81%. This decrease was due mainly to efficiencies associated with
greater sales volume.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses of $42.6 million increased approximately 1% as a
percentage of net sales from the prior year period. The increase was primarily
the result of higher insurance costs due to dramatic price increases in the
insurance market post September 11, 2001, higher corporate overhead expenses
related to the addition of management positions and an increase in professional
fees.

     Depreciation and Amortization.  For the thirty-nine weeks ended October 1,
2002, depreciation and amortization was $19.0 million compared to $18.2 million
in the prior year period. The increase was principally attributable to higher
amortization expense related to investments for the renewal and/or acquisition
of certain contracts, partially offset by a decline in amortization as a result
of the discontinuation of goodwill and trademark amortization ($1.8 million) in
accordance with Statement of Financial Accounting Standards No. 142, or SFAS No.
142, Goodwill and Other Intangible Assets.

     Contract Related Losses.  Contract related losses in the thirty-nine weeks
ended October 1, 2002 of $0.7 million reflected an impairment charge related to
a write-down of contract rights. In the prior year period, contract related
losses reflected an impairment charge for equipment, leasehold improvements and
location rights in the amount of $1.8 million related to two of our clients
which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and
a receivable reserve of $2.3 million related to one of those clients.

                                        44
<PAGE>

     Operating Income.  Operating income increased approximately $3.6 million
from the prior year period due to the factors described above.

     Interest Expense.  Interest expense decreased by $2.4 million from the
prior year period due primarily to lower interest rates on our variable rate
debt.

     Other Income Net.  Service America received approximately $1.4 million
during the thirty-nine week period ended October 1, 2002 from funds previously
set aside to satisfy creditors pursuant to a plan of reorganization approved in
1993. Under the plan of reorganization, Service America was required to deposit
funds with a disbursing agent for the benefit of its creditors. Any funds which
remained unclaimed by its creditors after a period of two years from the date of
distribution were forfeited and all interest in those funds reverted back to
Service America. Counsel has advised that Service America has no obligation to
escheat those funds.

     Income Taxes.  We have evaluated the available evidence about future
taxable income and other possible sources of realization of deferred tax assets.
Income taxes for the thirty-nine weeks ended October 1, 2002 and October 2, 2001
were calculated using the projected effective tax rate for fiscal 2002 and 2001,
respectively, which in fiscal 2002 was impacted by the reversal of approximately
$0.8 million of valuation allowances on deferred tax assets and the utilization
of approximately $0.9 million of wage and tip credits.

  OUTLOOK

     The continuing weak economy has had an adverse impact on the levels of
attendance at some sports and many convention center facilities we serve and on
the levels of spending at those convention center facilities. Looking forward,
we expect economic conditions to continue to be a challenge to growth through at
least the first half of 2003.

     The events of September 11, 2001 have caused a significant increase in our
insurance costs in connection with the recreational facilities where we provide
services. We expect that future insurance premiums will continue to increase and
certain coverages, such as terrorist acts coverage, will no longer be available
or will be meaningfully reduced.

  FISCAL 2001 COMPARED TO FISCAL 2000

     Net Sales.  In fiscal 2001, net sales increased 3.9% or $20.6 million as
compared to fiscal 2000. The increase was primarily due to new accounts
(approximately 5%) and an increase in MLB related sales (approximately 2%). We
commenced operations at 17 new accounts during fiscal 2001 including one NFL
stadium and six minor league baseball facilities generating additional net sales
of $34.8 million. Partially offsetting this was the loss of $9.2 million in net
sales associated with the closure of several accounts. Our increase in MLB
related sales of $14.8 million was primarily driven by results at three accounts
where the tenant teams had highly successful seasons resulting in higher
attendance and per capita spending.

     The increases were, in part, offset by a decline in NFL related sales of
$6.5 million due primarily to four fewer post season NFL games in fiscal 2001
and the postponement of four NFL games until fiscal 2002 as a result of the
September 11, 2001 terrorist attacks. Additionally, at two of the NFL facilities
we service, non-NFL related sales declined by approximately $4.9 million as a
result of fewer concerts and other ancillary events. Sales at our convention
center accounts, which were adversely impacted by the general economic slowdown
and the events of September 11, 2001, declined $9.8 million. We estimate that
the impact of September 11, 2001 reduced our consolidated net sales
approximately 2% in fiscal 2001 from the level we would have expected absent
such conditions.

     Cost of Sales.  Cost of sales as a percentage of net sales increased 1%
from fiscal 2000. The primary components of the increase were higher commission
costs associated with an increase in sales at accounts with higher commission
rates and a change in the sales mix to products with higher commission
structures at certain accounts.

                                        45
<PAGE>

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses, as a percentage of net sales, declined less than 1.0%
as a result of effective cost controls.

     Depreciation and Amortization.  Depreciation and amortization declined $1.8
million from fiscal 2000. The decrease was primarily due to a decline in
amortization which was the result of the expiration of the initial contract term
of certain service contracts.

     Transaction Related Expenses.  Non-recurring strategic corporate costs of
$1.1 million were incurred during fiscal 2000. No such expenses were incurred in
2001.

     Contract Related Losses.  Contract related losses of $4.8 million for
fiscal 2001 reflected an impairment charge of $2.3 million for equipment,
leasehold improvements and location contracts with respect to certain contracts
which we intend to continue performing. Most of the $2.3 million impairment
charge related to two of our clients which filed for Chapter 11 bankruptcy.
Additionally, we wrote off $2.5 million of other assets primarily representing
long-term receivables related to one of those clients. We are currently still
operating at the location; however, our ability to continue to operate at this
account depends on the final outcome of contract negotiations and the bankruptcy
proceedings. We have approximately $600,000 in equipment and leasehold
improvements recorded for this location. We are unable to predict the ultimate
outcome or whether there will be additional losses related to this contract.
Contract related losses of $2.5 million in the prior year period included an
impairment charge of approximately $1.5 million relating to certain contracts
which we continue to perform and a $0.7 million charge for the write-off of a
client receivable and $0.3 million in related legal fees for a terminated
service contract.

     Operating Income.  Operating income declined by $1.4 million from fiscal
2000, primarily due to the factors discussed above. We estimate that the impact
of September 11, 2001, reduced our operating income approximately 8% in fiscal
2001 from the level we would have expected absent such conditions.

     Interest Expense.  Interest expense declined $3.1 million from fiscal 2000,
chiefly associated with lower interest rates on our adjustable rate debt.

  FISCAL 2000 COMPARED TO FISCAL 1999

     Net Sales.  Net sales increased 21.1% or $91.0 million from $431.5 million
in fiscal 1999 to $522.5 million in fiscal 2000. The increase was due primarily
to new service contracts which generated additional net sales of $50.2 million.
In addition, ten NFL games, six post-season playoff games and four 1999 regular
season games that occurred in January 2000 increased net sales by $12.0 million.
Of the remaining $28.8 million increase, $16.4 million was the result of an
increase in net sales at our convention center venues, due primarily to an
increase in corporate event bookings.

     Cost of Sales.  Cost of sales of $424.2 million in fiscal 2000 increased,
as a percentage of net sales, by 1.8% from fiscal 1999. The primary component of
the increase was higher commission costs associated with our new service
contracts.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses of $47.9 million in fiscal 2000 decreased, as a
percentage of net sales, by 0.7%, from fiscal 1999. The decline was due
primarily to fixed expenses, including corporate and field support overhead
costs which showed no marked increase as a result of the higher net sales.

     Depreciation and Amortization.  Depreciation and amortization of $26.3
million for fiscal 2000 decreased by $0.5 million from the prior year period.

     Transaction Related Expenses.  Costs of $1.1 million incurred in fiscal
2000 consisted primarily of nonrecurring strategic corporate costs. For fiscal
1999, $1.5 million in expenses were incurred primarily relating to personnel
costs, rental costs and professional fees associated with the acquisition of
Service America in August 1998 and the subsequent downsizing of Service
America's headquarters in Stamford, CT.

                                        46
<PAGE>

     Contract Related Losses.  Contract related losses of $2.5 million in fiscal
2000 included an impairment charge of approximately $1.5 million relating to
property and equipment, contract rights and other assets associated with certain
contracts which we continue to service. Contract related losses also reflected a
$0.7 million charge for the write-off of assets related to a litigation
settlement involving a terminated contract and $0.3 million in related legal
fees.

     Operating Income.  Operating income increased by $4.1 million, from $16.5
million in fiscal 1999 to $20.6 million in fiscal 2000. The increase was
primarily due to the factors discussed above.

     Interest Expense.  Interest expense increased by $3.6 million in fiscal
2000, chiefly associated with approximately one additional month of interest
expense on VSA's $100.0 million senior subordinated notes, increased borrowings
on VSA's revolving line of credit and higher interest rates on adjustable rate
debt during fiscal 2000 as compared to fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

     For the thirty-nine weeks ended October 1, 2002, net cash provided by
operating activities was $48.0 million compared to net cash provided by
operating activities of $26.1 million in the prior year period. The $21.9
million increase from the prior year period was principally attributable to a
decrease of $7.1 million in net losses, mainly as a result of the $3.6 million
improvement in operating income, a $2.4 million decline in interest expense and
the recovery of $1.4 million in funds by Service America, as discussed above.
Additionally, our working capital decreased as compared to the prior year period
chiefly due to timing of payments to vendors and employees and higher accrued
commissions and other contractual obligations related to our MLB and NFL
clients.

     Net cash used in investing activities was $41.1 million in the thirty-nine
weeks ended October 1, 2002 compared to $22.5 million in the prior year period.
This primarily reflected a higher level of investment in contract rights and
property and equipment associated with renewals of existing contracts in the
current period.

     For the thirty-nine weeks ended October 1, 2002, net cash used in financing
activities was $11.5 million as compared to $1.3 million in the prior year
period. This primarily reflects a higher net repayment of funds borrowed under
our revolving credit facility.

     For fiscal 2001, net cash provided by operating activities was $24.7
million as compared to $22.7 million in fiscal 2000. The $2.0 million increase
was primarily due to lower interest costs and a decline in working capital
partially offset by a decrease in income from operations.

     Net cash used in investing activities was $29.3 million in fiscal 2001
compared to $12.9 million in the prior year period. The $16.4 million increase
in cash used in investing activities primarily reflected a higher level of
investment in contract rights and property and equipment associated with new
accounts in fiscal 2001.

     Net cash provided by financing activities was $5.0 million in fiscal 2001
as compared to $7.3 million used in financing activities in fiscal 2000. The
change primarily reflects net borrowings of $6.8 million under the old credit
facility used primarily to finance capital investments as compared to the $3.5
million in net repayments in fiscal 2000. Additionally, our bank overdraft
declined $0.5 million compared to $2.4 million in fiscal 2000.

     For fiscal 2000, net cash provided by operating activities was $22.7
million compared to $16.1 million in fiscal 1999. The $6.6 million increase was
primarily due to increased operating activities as a result of higher overall
sales mainly associated with our new service contracts.

     For fiscal 2000, net cash used in investing activities was $12.9 million
compared to $25.4 million in fiscal 1999. For the 2000 period, the $12.9 million
in investing activities primarily reflected investments for the purchases of
property and equipment and investments in contract rights in connection with
maintaining and/or renewing existing contracts. The higher capital expenditures
in the 1999 period reflected $17.5 million in investments for newly acquired
service contracts.

                                        47
<PAGE>

     For fiscal 2000, net cash used in financing activities was $7.3 million
compared to $12.8 million in cash provided by financing activities in fiscal
1999. The fiscal 2000 activity primarily reflected the repayment of $3.5 million
borrowed under the old credit facility and $1.2 million of senior secured debt.
The 1999 figure reflects the issuance by VSA of $100.0 million of senior
subordinated notes and the use of proceeds to retire $45.0 million of senior
secured debt and $0.5 million of debt owed to General Electric Capital, redeem
$49.5 million of stock and pay related fees of $6.2 million. Excluding the
financing, $9.5 million was borrowed under the old credit facility to fund
working capital and capital expenditures in fiscal 1999.

     We expect that the new credit facility will be comprised of a revolving
credit facility in an aggregate principal amount of up to $     million and
senior secured notes in an aggregate principal amount of      million. We expect
that our revolving credit facility will have a    -year maturity period and the
senior secured notes will have a      -year maturity period. We expect to use
borrowings under the revolving credit facility for general corporate purposes,
including working capital, capital expenditures, payment of dividends and
letters of credit. Upon completion of this offering, we expect to borrow $
million under the new credit facility to pay for a portion of VSA's senior
subordinated notes accepted for purchase in the tender offer and consent
solicitation, and $     million will be available for borrowing.

     We expect that the new credit facility will require that we meet certain
financial tests, including, without limitation, the following tests: a maximum
net leverage ratio, a minimum fixed charge coverage ratio and a total debt to
book capitalization ratio. We also expect that our new credit facility will
contain customary covenants and restrictions, including, among others,
limitations or prohibitions on declaring dividends and other distributions,
redeeming and repurchasing our other indebtedness, loans and investments,
additional indebtedness, liens, sale-leaseback transactions, capital
expenditures, recapitalizations, mergers, acquisitions and asset sales and
transactions with affiliates.

     We are also often required to obtain performance bonds, bid bonds or
letters of credit to secure our contractual obligations. As of October 1, 2002,
we had requirements outstanding for performance bonds and letters of credit of
$12.9 million and $16.4 million, respectively. Under the new credit facility, we
will have an aggregate of $          available for letters of credit, subject to
an overall borrowing limit of $     million under that facility.

     Our capital expenditures can be categorized into two types: maintenance and
growth. Maintenance capital expenditures are associated with securing renewals
of our existing contracts and maintaining those contracts following renewal.
Growth capital expenditures are those made in connection with securing new
contracts and maintaining those contracts during their initial term. In both
cases, particularly for sports facilities, capital expenditures are often
required in the form of contract acquisition fees or up-front or committed
future capital investment to help finance facility construction or renovation.
This expenditure typically takes the form of investment in leasehold
improvements and food service equipment and grants to owners or operators of
facilities. We provide our historical maintenance and growth capital
expenditures for each of the five fiscal years ended January 1, 2002 in
"Summary -- Summary Consolidated Financial Information." The amount of
maintenance capital expenditures in the last quarter of fiscal 2001 and in the
first nine months of fiscal 2002, a total of $29.2 million, increased
significantly due to the renewal of several large long-term contracts. We have
historically financed our capital expenditures with a combination of cash from
operating activities and borrowings under the revolving line of credit of the
old credit facility.

     We believe that the identification and separation of maintenance and growth
capital expenditures are important factors in evaluating our business results.
While we strive to maintain our present level of EBITDA by securing renewals of
our existing contracts, we cannot assure you that we will maintain our present
level of EBITDA since we cannot predict the future financial requirements of our
clients. Contracts may be renewed at significantly different commission rates,
and thus levels of EBITDA, depending on the clients' financial requirements at
the time of renewal.

     The amount of capital commitment required by us can vary significantly. The
ability to make those expenditures is often an essential element of a successful
bid. For example, in 2003, three of our 20 largest

                                        48
<PAGE>

contracts will expire. In order to renew these contracts, we expect that we will
have to make significant capital expenditures. The following table shows, as of
January 1, 2002, the aggregate fiscal 2001 EBITDA represented by our contracts
that expire during the periods indicated:

<Table>
<Caption>
                                                              EBITDA
                                          ----------------------------------------------
                                                           FISCAL YEAR
                                          ----------------------------------------------
                                                                                2008 AND
CONTRACTS EXPIRING IN:                    2003   2004   2005    2006    2007     AFTER
----------------------                    ----   ----   -----   -----   -----   --------
                                                          (IN MILLIONS)
<S>                                       <C>    <C>    <C>     <C>     <C>     <C>
Annual..................................  $4.5   $1.5   $ 5.2   $ 5.6   $10.1    $17.0
Aggregate...............................  $4.5   $6.1   $11.2   $16.8   $26.9    $43.9
</Table>

     Commission and management fee rates vary significantly among contracts
based primarily upon the amount of capital that we invest, the type of facility
involved, the term of the contract and the services provided by us. In general,
within each client category, the level of capital investment and commission are
related, such that the greater the capital investment that we make, the lower
the commission we pay to the client. Our profit sharing contracts generally
provide that we are reimbursed each year for the amortization of our capital
investments prior to determining profits under the contract.

     At the end of the contract term, all capital investments that we have made
typically remain the property of the client, but our contracts generally provide
that the client must reimburse us for any undepreciated or unamortized capital
investments or fees made pursuant to the terms of the contract if the contract
is terminated early, other than due to our default.

     We believe that cash flow from operating activities, together with
borrowings available under the new credit facility, will be sufficient to fund
our currently anticipated capital investment requirements, interest and
principal payment obligations and working capital requirements. We anticipate
capital investments of $46.1 million, net of $2.3 million in reimbursement of
book value under a contract that was terminated early, in fiscal 2002, of which
$41.1 million has been invested as of November 15, 2002. We have already
committed approximately $9.8 million for growth capital expenditures in fiscal
2003. We are currently committed to fund aggregate capital investments of
approximately $11.7 million and $4.5 million in 2003 and 2004, respectively. We
expect that future maintenance capital expenditures will be financed through net
cash provided by operating activities. We expect that future growth capital
expenditures will be financed through borrowings under our revolving credit
facility, issuances of additional IDSS or other securities of ours or net cash
provided by operating activities or a combination of these alternatives.

CONTRACTUAL COMMITMENTS

     We have future obligations for debt repayments, future minimum rental and
similar commitments under non-cancelable operating leases as well as contingent
obligations related to outstanding letters of credit. These obligations as of
October 1, 2002, without giving effect to this offering and the related
transactions, are summarized below:

<Table>
<Caption>
                                                  LESS THAN    1-3     4-5     MORE THAN
                                         TOTAL     1 YEAR     YEARS   YEARS     5 YEARS
                                         ------   ---------   -----   ------   ---------
                                                          (IN MILLIONS)
<S>                                      <C>      <C>         <C>     <C>      <C>
Long-term borrowings...................  $210.7     $ 0.3     $ 3.6   $106.8    $100.0
Operating leases(1)....................     0.6       0.4       0.2       --        --
Commissions and royalties(1)...........    19.1       5.9      12.3      0.9        --
Other long-term obligations(2).........    13.8      11.7       1.8      0.3        --
                                         ------     -----     -----   ------    ------
Total contractual obligations..........  $244.1     $18.3     $17.8   $108.0    $100.0
                                         ======     =====     =====   ======    ======
</Table>

---------------

(1) Assumes 2002 contractual obligations fully met as of October 1, 2002.

(2) Represents capital commitments in connection with several long-term
    concession contracts.

                                        49
<PAGE>

<Table>
<Caption>
                                                           PAYMENTS DUE BY PERIOD
                                                    -------------------------------------
                                                    LESS THAN    1-3     4-5    MORE THAN
OTHER COMMERCIAL COMMITMENTS                TOTAL    1 YEAR     YEARS   YEARS    5 YEARS
----------------------------                -----   ---------   -----   -----   ---------
<S>                                         <C>     <C>         <C>     <C>     <C>
Letters of credit.........................  $16.4     $15.4     $1.0    $ --      $  --
</Table>

     On a pro forma basis after giving effect to this offering, the expected use
of proceeds and the new credit facility, we believe that our net cash provided
by operating activities and borrowing capacity under the new credit facility
will be sufficient to enable us to fund our liquidity needs for the foreseeable
future. Should we be unable to borrow under the new credit facility, we would
seek other sources of debt or equity funding. However, we cannot assure you that
we will be successful in obtaining alternate sources of funding in sufficient
amounts or on acceptable terms.

NEW ACCOUNTING STANDARDS

     In July 2001, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 142, Goodwill and Other Intangible Assets, which became effective for
us on January 2, 2002. SFAS No. 142 requires, among other things, discontinuing
amortization of goodwill and identifiable intangible assets with indefinite
lives. In addition, the standard includes provisions for the reclassification of
certain existing recognized intangibles as goodwill, reassessment of the useful
lives of existing recognized intangibles, reclassification of certain
intangibles out of previously reported goodwill and the identification of
reporting units for purposes of assessing potential future impairments of
goodwill. We have adopted SFAS No. 142 and completed the required transitional
impairment test and found there to be no related impairments. In accordance with
the standard, we discontinued the amortization of goodwill and trademarks,
identified intangible assets which management believes have indefinite lives.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of. SFAS No. 144 became effective for us on
January 2, 2002. The adoption of SFAS No. 144 had no significant impact on our
financial position or results of operations.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
First, SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 64,
Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. Because of the
rescission of SFAS No. 4, the gains and losses from the extinguishment of debt
are no longer required to be classified as extraordinary items. SFAS No. 64
amended SFAS No. 4 and is no longer needed because SFAS No. 4 is rescinded.
Second, SFAS No. 145 rescinds SFAS No. 44, Accounting for Intangible Assets of
Motor Carriers. This statement was originally issued to establish accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980. As those transitions are complete, SFAS No. 44 is no longer
needed. Third, SFAS No. 145 amends SFAS No. 13, Accounting for Leases, to
require sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sales-leaseback transactions. The amendment
of SFAS No. 13 is effective for transactions occurring after May 15, 2002. There
has been no impact on us due to the amendment of SFAS No. 13. Lastly, SFAS No.
145 makes various technical corrections to existing pronouncements that are not
substantive in nature. We have not yet evaluated the impact on our financial
position or results of operations of the rescission of SFAS Nos. 4, 44 and 64
and the other technical corrections prescribed by this statement, all of which
become effective for us in fiscal 2003.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
Certain Employees Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs

                                        50
<PAGE>

Incurred in a Restructuring). We have not yet evaluated the impact of this
statement on our financial position or results of operations.

     On November 25, 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The Interpretation expands on the accounting guidance of
SFAS No. 5, Accounting for Contingencies, SFAS No. 57, Related Party
Disclosures, and SFAS No. 107, Disclosures about Fair Value of Financial
Instruments. The Interpretation also incorporates, without change, the
provisions of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of
Indebtedness of Others, which it supersedes. The Interpretation does identify
several situations where the recognition of a liability at inception for a
guarantor's obligation is not required. The initial recognition and measurement
provisions of Interpretation 45 apply on a prospective basis to guarantees
issued or modified after December 31, 2002, regardless of the guarantor's fiscal
year-end. The disclosures are effective for financial statements of interim or
annual periods ending after December 15, 2002. We have not determined the impact
of this Interpretation on our financial position or results of operations.

     On December 31, 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and APB Opinion No. 28, Interim Financial Reporting, to require
disclosure in the summary of significant accounting policies of the effects of
an entity's accounting policy with respect to stock-based employee compensation
on reported net income and earnings per share in annual and interim financial
statements. While SFAS No. 148 does not amend SFAS No. 123 to require companies
to account for employee stock options using the fair value method, the
disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value
method of APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No.
148's amendment of the transition and annual disclosure requirements of SFAS No.
123 are effective for fiscal years ending after December 15, 2002. SFAS No.
148's amendment of the disclosure requirements of APB Opinion No. 28 is
effective for financial reports containing consolidated financial statements for
interim periods beginning after December 15, 2002. We have not determined the
impact of this Statement on our financial position or results of operations.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements. This Interpretation applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This Interpretation may be
applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of
the first year restated. We have not yet evaluated the impact of this
Interpretation on our financial position or results of operations.

                                        51
<PAGE>

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

<Table>
<Caption>
                                                                                                    FAIR VALUE
                                  2002     2003     2004     2005     2006    THEREAFTER   TOTAL     10/1/02
                                 ------   ------   ------   ------   ------   ----------   ------   ----------
                                                                 (IN MILLIONS)
<S>                              <C>      <C>      <C>      <C>      <C>      <C>          <C>      <C>
Long-term debt:
  Variable rate................  $  0.3   $  1.2   $  1.2   $  1.2   $107.0     $   --     $110.7     $110.7
  Average interest rate........    5.88%    5.88%    5.88%    5.88%    5.88%      5.88%
  Fixed rate...................  $   --   $   --   $   --   $   --   $   --     $100.0     $100.0     $ 94.0
  Average interest rate........   11.25%   11.25%   11.25%   11.25%   11.25%     11.25%
Short-term debt:
  Variable rate................  $   --                                                    $   --
  Average interest rate........      --                                                        --
</Table>

     As of October 1, 2002, we had $110,687,500 in term loans outstanding.
Installments of the loan are due in consecutive quarterly installments on the
last day of each fiscal quarter with 25% of the following annual amounts being
paid on each installment date; $1,150,000 in each year from 2002 through 2005
and $106,950,000 due in 2006. The weighted average variable rates are based on
implied forward rates in the yield curve at the reporting date. VSA also has
senior subordinated notes outstanding in an aggregate principal amount of
$100,000,000. These notes mature on March 1, 2009.

     As of October 1, 2002, on a pro forma as adjusted basis after giving effect
to this offering, including the use of proceeds from this offering, our
recapitalization and the tender offer and consent solicitation and the new
credit facility, as if those transactions had occurred on that date, we would
have had $     million of fixed rate long term debt, consisting of $     million
of the subordinated notes underlying the IDSS and $     million of term loans,
and $     million in variable rate long term debt, consisting of $     million
of term loans and up to $     million of the revolving credit facility. For
additional information regarding the variable interest rates under the new
credit facility, See "Description of Certain Indebtedness -- New Credit
Facility."

                                        52
<PAGE>

                                    BUSINESS

OVERVIEW

     We are a leading provider of food and beverage concessions, high-end
catering and merchandise services for sports facilities, convention centers and
other entertainment facilities throughout the United States. Based on the number
of facilities served, we are one of the largest providers of food and beverage
services to a variety of recreational facilities in the United States and are
the:

     - second largest provider to NFL facilities (10 teams);

     - third largest provider to MLB facilities (7 teams);

     - largest provider to minor league baseball and spring training facilities
       (27 teams); and

     - second largest provider to major convention centers (those with greater
       than approximately 300,000 square feet of exhibition space) (10 centers).

     We have a large diversified client base. As of October 1, 2002, we served
127 facilities, with an average length of client relationship of over 15 years.
Some of our major accounts by client category include:

     - Yankee Stadium in New York City;

     - the Louisiana Superdome, home of the New Orleans Saints;

     - the Seattle Mariners' Safeco Field;

     - the National Trade Centre in Toronto, Canada's largest exhibit hall;

     - the Vancouver Convention & Exhibition Centre; and

     - the Los Angeles Zoo.

     Our contracts are typically long-term and exclusive. From 1997 through
2001, on average, contracts representing 9.2% of our EBITDA came up for renewal
in each year. We retained contracts representing an average of 84.6% of the
EBITDA corresponding to these contracts per year, which together with the
contracts that did not come up for renewal resulted in us retaining contracts
representing on average approximately 98.6% of our EBITDA in each year for this
period.

     We have provided our services to several of the highest profile sporting
and other events, including:

     - 23 World Series events;

     - three U.S. Presidential Inaugural Balls;

     - nine Super Bowls, including the 2003 Super Bowl at Qualcomm Stadium;

     - two NCAA Final Four Men's Basketball Tournaments; and

     - ten World Cup Soccer games.

OUR STRENGTHS

     We believe that our competitive strengths should enable us to maintain our
high retention rate and to secure attractive new contracts. The following is a
list of new contracts we have been awarded since the beginning of 1999 for major
league (NFL, MLB, NBA and NHL) sports facilities and major convention centers:

     - Louisiana Superdome, home of the New Orleans Saints;

     - Denver Broncos' INVESCO Field at Mile High Stadium;

     - The Coliseum, home of the Tennessee Titans;

                                        53
<PAGE>

     - Seattle Mariners' Safeco Field;

     - Minnesota Wild's Xcel Energy Center;

     - San Francisco Giants' Pacific Bell Park;

     - Dallas Convention Center; and

     - new Washington Convention Center (scheduled to open in March 2003).

     Our strengths include the following:

  LEADING MARKET POSITION

     Based on the number of facilities served, we are one of the largest
providers of food and beverage services to a variety of sports facilities and to
major convention centers in the United States. We believe that our position as
one of the market leaders increases the likelihood that we will be able to renew
existing contracts and be invited to bid for new contracts to supply food and
beverage services to recreational facilities. Furthermore, relative to smaller
competitors, we benefit from our ability to make significant capital investments
in clients' facilities, which has become an important competitive factor in the
bidding process for contracts to serve certain facilities, particularly sports
facilities.

  DIVERSIFIED CLIENT BASE

     We provide services at 127 facilities located across the United States and
into Canada. The breakdown of facilities that we serve by primary client
category is as follows: 67 sports facilities, 30 convention centers and 30 other
entertainment facilities, representing approximately 65.2%, 22.9% and 11.9%,
respectively, of our net sales and approximately 69.5%, 19.9% and 10.6%,
respectively, of our EBITDA for fiscal 2001. Within sports facilities, our
client base is further diversified and includes contracts to provide services at
ten NFL, seven MLB, two NBA, one NHL and 27 minor league baseball and spring
training facilities.

  EXCLUSIVE, LONG-TERM SERVICE CONTRACTS WITH HIGH RETENTION RATE

     We typically provide services at our clients' facilities pursuant to
long-term contracts that grant us the exclusive right to provide certain food
and beverage products and services and, under some contracts, merchandise
products and other services within the facility. As of October 1, 2002, our
contracts had an overall average of approximately 7.0 years left to run before
their scheduled expirations, representing 8.5, 3.4 and 3.6 years for sports
facilities, convention centers and other entertainment facilities, respectively.

     We typically renegotiate contracts for extension several months and, in
some cases, years prior to their expiration. From 1997 through 2001, on average,
contracts representing 9.2% of our EBITDA came up for renewal in each year. We
retained contracts representing an average of 84.5% of the EBITDA corresponding
to these contracts per year, which together with the contracts that did not come
up for renewal resulted in us retaining contracts representing on average
approximately 98.6% of our EBITDA in each year for this period. As of October 1,
2002, we had been providing services to our clients' facilities for an average
of 15.9 years. Four of our major accounts -- Yankee Stadium in New York City,
home of the Yankees, Qualcomm Stadium in San Diego, home of the Chargers and
former home of the Padres, Arrowhead Stadium in Kansas City, home of the Chiefs,
and Kaufmann Field in Kansas City, home of the Royals -- have been our accounts
for more than 30 years.

  HIGH QUALITY, FULL SERVICE CAPABILITIES

     We believe that our expertise in high-end catering and concession services,
coupled with our reputation for high-quality food and beverage products and
services and responsiveness to client needs, provide a competitive advantage
when we bid for contracts. Our full service capability is particularly important
given the trend in new sports facilities toward providing more premium seating
and luxury suites that require high-end catering services. We also believe that
our expertise in designing and assisting in the

                                        54
<PAGE>

planning of appealing and efficient food service facilities, including food
courts, kitchens and permanent and portable concession stands, increases net
sales and enhances our ability to obtain and retain clients. For example, we
believe that our recognized reputation for service and food, combined with our
innovative service offerings, were important factors in obtaining a contract
extension at the San Diego Convention Center in 2001.

  EXPERIENCED MANAGEMENT TEAM

     Our chief executive officer and our six most senior vice presidents have an
average of approximately 15 years of experience in the recreational food service
industry. Our facility general managers have an average of approximately 10
years of experience as general managers with our company. We believe that this
experience is of particular value in enabling us to evaluate the risks and
benefits associated with potential new contracts, contract structures, product
innovations and markets.

STRATEGIC DIRECTION AND GROWTH OPPORTUNITIES

     Our goal is to strengthen and broaden our position as a leading provider of
food and beverage concessions, catering and merchandise services for sports,
convention and other recreational facilities. Our strategies are designed to
continue to improve the level of service to our existing clients and their fans
and guests, and to attract new clients on the strength of our reputation for
quality products and services and for working responsively with our clients.

     Our industry position and experience have enabled us to effectively
evaluate and select opportunities for growth. Our strategy is to increase net
sales with existing clients, obtain new clients and expand into related markets.
We intend to accomplish these goals by:

  FURTHER PENETRATING THE MID-SIZE ACCOUNT MARKET

     We believe that we have greater potential to grow by obtaining new clients
in the mid-size account market than in the major-league or large-city
professional sports account markets, where we believe growth opportunities are
more limited. Generally, the mid-size account market includes sporting and other
recreational facilities, arenas, civic centers, convention centers and
amphitheatres in medium- to small-cities. Part of this growth opportunity stems
from the existence of more potential clients in the mid-size account category as
compared to the major-league and large-city professional sports account
category. Furthermore, we believe that the client service and types of
contractual arrangements we offer will be attractive to the owners and operators
of these kinds of facilities. We expect to involve our local general managers,
who have first-hand experience with operational issues and local communities, in
our sales efforts in this market.

  EXTENDING OUR SUITE AND CLUB SEAT CATERING SERVICES

     Our experience is typically that cost savings and service efficiencies
often result when one supplier, rather than separate suppliers, provides all the
required concession services and suite and club seat catering services for a
single facility. Although we provide suite and club-level catering at some of
the sports facilities where we provide concessions -- for example, Yankee
Stadium, Safeco Field and ALLTEL Stadium -- we do not provide catering services
at all of them. We believe that we are capable of providing the quality and
service levels that our clients expect for their suites and club-level seats,
and we are actively seeking to be awarded the suite and club-level service
contracts in the facilities in which we currently have only the concession
rights as well as for prospective clients.

  BUILDING OUR FACILITIES MANAGEMENT BUSINESS

     We currently have two facility management accounts, and we desire to expand
this area of our business. We believe that we can offer efficiencies to our
clients by providing food and beverage services and facility management services
in the same facility. Toward this end, we have a task force that is building on
(1) our experience in facilities management, (2) our expertise in operating and
managing food

                                        55
<PAGE>

and beverage concession services and (3) our ability to make capital investments
in order to more effectively bid on obtaining new facility management accounts.

  OFFERING A VARIETY OF BRANDED PRODUCTS TO OUR CLIENTS

     We are pursuing a strategy of offering a variety of high-quality,
well-recognized branded products to our clients. Through our experience, we have
learned that the careful management of prices, costs and consumer brand
promotion and recognition can generate additional customer sales for the benefit
of our clients and us. Toward this end, we have entered into and are seeking to
enter into additional promotional and preferential pricing arrangements with
owners of various branded products which would allow us to offer our clients
competitively-priced products which have the brand recognition that should help
generate additional customer sales.

  ADOPTING COMPANY-WIDE BEST PRACTICES

     We believe that our clients and our own performance would benefit from
further standardization of the performance of various tasks in our business. For
this purpose, we have established four corporate-wide task forces:

     - the High-End Catering Task Force, which is "benchmarking" our offerings
       against comparable dining experiences and developing standardized menus,
       preparation standards, cost and profit guidelines, smallwares packages
       and marketing materials.

     - the Concessions Task Force, which is developing standardized equipment,
       service routines and part-time labor use guidelines, together with
       expected quality levels for major food items and large point-of-sale
       locations.

     - the Facilities Management Task Force, which is developing our marketing,
       management and sales plan and best-practices recommendations for this
       effort.

     - the Merchandise Task Force, which is working to develop best practices
       and explore more centralized purchasing.

     As part of this effort, we plan to develop and implement company-owned
brands that emphasize the breadth and high quality of the services that we
provide.

CLIENTS AND SERVICES

  OVERVIEW

     We provide a number of services to our clients. Our principal services
include food and beverage concession and catering services at sports and other
entertainment facilities, small- to large-scale banquet catering and food court
operations at convention centers and in-facility restaurants and catering across
the range of facilities that we serve.

     We also provide merchandise and program sales services at many of the
sports facilities that we serve. We are responsible for all personnel, inventory
control, purchasing and food preparation requirements in connection with the
provision of these services.

     In addition, we provide full facility management services, which can
include a variety of services such as event planning and marketing, maintenance,
ticket distribution, program printing, advertising and licensing rights for the
facility, and its suites and premium seats. Currently, we provide facility
management services at two arenas.

     We believe that we have built strong relationships with many of our
clients. We often work closely with clients in designing or renovating the
portion of the facilities where we provide our services. By using our in-house
capabilities in conjunction with outside consultants, we have designed
state-of-the-art concessions and restaurant facilities in, among other
facilities, INVESCO Field at Mile High Stadium, home of the Denver Broncos, and
Pacific Bell Park, home of the San Francisco Giants.

                                        56
<PAGE>

     We also provide for our clients a dedicated central staff for equipment
placement and construction design. Our design and construction capabilities are
being used in a number of new and existing client facilities where we and the
client believe there is an opportunity for additional revenue growth through
better design.

     We assist some of our clients in marketing their facilities, as our net
sales are directly affected by the number and quality of events attracted to
these facilities. We also seek to build relationships with event sponsors in
order to facilitate referrals of recurring events, such as annual trade shows.

     For fiscal 2001:

     - our largest client, Yankee Stadium in New York City, accounted for
       approximately 10% of our net sales;

     - our three largest clients together accounted for approximately 18.9% of
       our net sales;

     - our 10 largest clients together accounted for approximately 39.5% of our
       net sales; and

     - our 20 largest clients together accounted for approximately 50.1% of our
       net sales.

  SPORTS FACILITIES

     We currently have contracts to provide services, including food and
beverage concessions and, in some cases, the selling of merchandise, at 67
sports facilities, including stadiums and arenas throughout the United States
and into Canada. At some of these facilities, we also provide high-end catering
services for premium seating, luxury suites and in-stadium restaurants. These
facilities host sports teams as well as other forms of entertainment, such as
concerts and other large civic events. These facilities may also host
conventions, trade shows and meetings. The stadiums and arenas at which we
provide our services seat from 7,500 to 102,000 persons and typically host
sporting events such as NFL and college football games, MLB or minor league
baseball games, NBA and college basketball games, NHL and minor league hockey
games, concerts, ice shows and circuses. For fiscal 2001, sports facility
contracts accounted for approximately 65.2% of our net sales and 69.5% of our
EBITDA.

     Concession-style sales of food and beverages represent the majority of our
business at sports facilities. High-end catering for luxury suites, premium
concession services for premium seating and in-stadium restaurants are currently
responsible for a significantly smaller portion of net sales at sports
facilities, but have been gaining importance due to the general growth of
premium seating as a proportion of total stadium and arena seating and to the
general increase in demand for a variety of food and beverage offerings. Also,
premium seating is important to our clients because of the significant net sales
generated for those clients by purchasers of luxury seats and suites.
Consequently, the ability to provide high-end catering is an important factor
when competing for contracts, and we expect it to become more important in the
future. In addition to the provision of food and beverage catering and
concession services, we sell team-licensed and other merchandise during events
at certain facilities. For example, we provide a wide range of merchandise
services, including in-stadium stores and roving vendors, at almost all of the
MLB facilities that we serve.

     Our contracts for sports facilities are typically for terms ranging from
five to 20 years. As of October 1, 2002, the existing sports facility contracts
had an average remaining life of approximately 8.5 years. In general, stadium
and arena contracts require a larger up-front or committed future capital
investment than contracts for convention centers and other entertainment
facilities and typically have a longer contract term. In addition, some sports
facility contracts require greater capital investment than others, and we
typically receive a more favorable commission structure at facilities where we
have made larger capital investments.

                                        57
<PAGE>

     The following chart lists all our major league sports facility tenants as
of October 31, 2002:

<Table>
<Caption>
                                                                                                   LENGTH OF
                                                                             SEATING CAPACITY     RELATIONSHIP
FACILITY NAME                     LOCATION           SPORTS TEAM TENANT          (SPORT)            (YEARS)
-------------                     --------           ------------------      ----------------     ------------
<S>                          <C>                    <C>                      <C>                  <C>
ALLTEL Stadium Florida       Jacksonville, FL       Jacksonville Jaguars      73,000(NFL)              7.3
Arrowhead Stadium            Kansas City, MO        Kansas City Chiefs        79,000(NFL)             30.5
FedEx Field                  Landover, MD           Washington Redskins       80,000(NFL)              5.3
HHH Metrodome                Minneapolis, MN        Minnesota Vikings         64,000(NFL)             20.8
                                                    Minnesota Twins           44,000(MLB)             20.8
INVESCO Field at Mile High
  Stadium                    Denver, CO             Denver Broncos            76,000(NFL)              1.7
Kaufmann Field               Kansas City, MO        Kansas City Royals        40,600(MLB)             30.5
Louisiana Superdome          New Orleans, LA        New Orleans Saints        70,054(NFL)              3.6
New Orleans Arena            New Orleans, LA        New Orleans Hornets       18,500(NBA)              3.6(1)
Pacific Bell Park            San Francisco, CA      San Francisco Giants      42,000(MLB)              9.5(2)
Palace of Auburn Hills       Auburn Hills, MI       Detroit Pistons           21,000(NBA)             14.1
Qualcomm Stadium             San Diego, CA          San Diego Chargers        71,400(NFL)             35.4
                                                    San Diego Padres          60,750(MLB)             35.4
RCA Dome                     Indianapolis, IN       Indianapolis Colts        60,000(NFL)             19.6
Safeco Field                 Seattle, WA            Seattle Mariners          47,145(MLB)              4.8
San Francisco Stadium at
  Candlestick Point          San Francisco, CA      San Francisco 49ers       68,000(NFL)              9.5
The Coliseum                 Nashville, TN          Tennessee Titans          68,500(NFL)              3.7
Tropicana Field              St. Petersburg, FL     Tampa Bay Devil Rays      48,500(MLB)              4.5
Xcel Energy Center           St. Paul, MN           Minnesota Wild            18,064(NHL)              2.0
Yankee Stadium               New York, NY           New York Yankees          55,000(MLB)             38.5
</Table>

---------------

(1) Represents length of relationship with respect to the New Orleans Arena. The
    New Orleans Hornets' 2002-2003 season is its first at the arena.

(2) Includes length of client relationship with the San Francisco Giants with
    respect to its former stadium, known first as Candlestick Park (1993-1999)
    and later as 3COM Park (1999-2000).

  CONVENTION CENTERS

     Based on the number of facilities served, we are one of the largest
providers of food and beverage services to major convention centers -- those
with greater than approximately 300,000 square feet of exhibition space -- in
the United States. We have contracts to provide services to 30 convention
centers, including 10 major convention centers such as the San Diego Convention
Center, the Jacob K. Javits Convention Center in New York City and the National
Trade Centre in Toronto. For fiscal 2001, convention center contracts accounted
for approximately 22.9% of our net sales and 19.9% of our EBITDA.

     The services that we provide at convention centers typically include:

     - catering services;

     - providing food court operations;

     - assisting in planning events; and

     - marketing clients' facilities.

     Catering services consist primarily of providing large-scale banquet
services to functions held in the facilities' ballrooms and banquet halls. We
are equipped to tailor our services for small groups to groups of

                                        58
<PAGE>

several thousand persons at the facility. To cater meals at certain facilities
for larger groups, we may draw, as needed, on the services of chefs, event
managers and other employees throughout the region in which the facility is
located. At trade shows and consumer exhibitions, we frequently provide
smaller-scale catering services to meetings, exhibitions and trade show booths.
In operating food courts at convention centers, we typically provide concession
sales services from several different locations, which sell a variety of
specialty foods and beverages, including nationally-branded, franchised food and
beverage products.

     Our contracts with convention centers are typically for terms ranging from
two to five years. As of October 1, 2002, the existing convention center
contracts had an average remaining life of 3.4 years. In general, convention
center contracts are for a shorter contract term than contracts for sports
facilities, but typically require less up-front or committed future capital
investment. We typically receive a more favorable commission structure at
facilities where we have made larger capital investments.

     The following chart lists alphabetically our top eight contracts within the
convention center category in terms of the fiscal 2001 EBITDA generated by those
contracts:

<Table>
<Caption>
                                                                               LENGTH OF
                                                              SIZE (APPROX.   RELATIONSHIP
FACILITY NAME                                  LOCATION        SQ. FT)(1)       (YEARS)
-------------                                  --------       -------------   ------------
<S>                                         <C>               <C>             <C>
Colorado Convention Center................  Denver, CO            300,000         12.8
Jacob K. Javits Center....................  New York, NY          814,400         15.7
Kentucky Fair & Expo Center...............  Louisville, KY      1,068,050         19.3
Miami Beach Convention Center.............  Miami Beach, FL       502,848         15.6
Northern Kentucky Convention Center.......  Covington, KY          65,000          3.8
Ontario Convention Center.................  Ontario, CA            70,000          5.0
Sacramento Civic Center...................  Sacramento, CA        158,288         28.8
San Diego Convention Center...............  San Diego, CA         616,363          9.6
</Table>

---------------

(1) Source: Tradeshow Week's Major Exhibit Hall Directory 2002.

  OTHER ENTERTAINMENT AND RECREATIONAL FACILITIES

     We have contracts to provide a wide range of services to 30 other
entertainment facilities located throughout the United States. Such facilities
include horse racing tracks, music amphitheaters, motor speedways, skiing
facilities and zoos.

     While the services that we provide can vary widely depending on the type of
facility concerned, we primarily provide concession services at zoos and music
amphitheaters, high-end concession services at music amphitheaters, and
in-facility restaurants, concession services, food court operations and high-end
catering services at horse racing tracks. For fiscal 2001, contracts to serve
these other entertainment facilities accounted for approximately 11.9% of our
net sales and 10.6% of our EBITDA.

     The duration, level of capital investment required and commission or
management fee structure of the contracts for these other entertainment
facilities vary from facility to facility. We typically receive a more favorable
commission structure at facilities where we have made larger capital
investments. As of October 1, 2002, our contracts to serve these other
entertainment facilities had an average remaining life of 3.6 years.

                                        59
<PAGE>

     The following chart lists alphabetically our top six contracts within the
other entertainment facilities category in terms of the fiscal 2001 EBITDA
generated by those contracts:

<Table>
<Caption>
                                                                               LENGTH OF
                                                                              RELATIONSHIP
FACILITY NAME                              LOCATION            VENUE TYPE       (YEARS)
-------------                              --------            ----------     ------------
<S>                                 <C>                      <C>              <C>
Dover Downs (Memphis Motor Sports
  Park, Gateway International
  Raceway and Nashville Super                                    Motor
  Speedway).......................  Tennessee and Illinois     Speedways           1.7
Verizon Wireless Amphitheatre.....        Irvine, CA          Amphitheater        20.7
Los Angeles Zoo...................     Los Angeles, CA            Zoo              5.0
Lake Placid.......................     Lake Placid, NY         Ski Resort         19.3
Liberty Science Center............     Jersey City, NJ       Science Center       10.7
New York Racing Association
  (Belmont Park and Aqueduct
  Racetracks and Saratoga Race
  Course).........................         New York           Horse Tracks         6.9
</Table>

CLIENT CONTRACTS

     We typically enter into one of three types of contracts with our clients:

     - profit and loss contracts;

     - profit sharing contracts; and

     - management fee contracts.

Each of our contracts falls into one of these three categories; however, any
particular contract may contain elements of any of the other types as well as
other features unique to that contract.

     We draw on our substantial operational and financial experience in
attempting to structure contracts to our benefit, including a mix of up-front
fees, required capital investment and ongoing commissions to our customers. We
try to include contract terms that we believe will achieve our preferred rate of
return and cash-flow. For example, some of our contracts contain a guarantee of
performance by the client for levels of minimum attendance and/or levels of net
sales. Also, many of our contracts have step-scale commission rates, reducing
the effect of potential decreases in cash-flow. In addition, most of our
contracts require our client to return to us any unamortized capital investment
and any up-front fees, if the contract is cancelled before its scheduled
termination, other than due to breach by us.

  PROFIT AND LOSS CONTRACTS

     Under profit and loss contracts, we receive all of the net sales and bear
all of the expenses from the provision of services at a facility. These expenses
include commissions paid to the client, which are typically calculated as a
fixed or variable percentage of various categories of sales. While we benefit
from greater upside potential with profit and loss contracts, as we are entitled
to retain all profits from the provision of our services at a facility after
paying expenses, including commissions to the client, we are responsible for all
associated costs and therefore we are also responsible for any losses incurred.
See "Risk Factors -- The pricing and termination provisions of our contracts may
constrain our ability to recover costs and to make a profit on our contracts."
We consequently bear greater risk with a profit and loss contract than with a
profit sharing or management fee contract. In order to achieve our anticipated
level of profitability on a profit and loss contract, we must carefully control
our operating expenses and obtain price increases commensurate with our cost
increases. As of October 1, 2002, we served 100 facilities under profit and loss
contracts. For fiscal 2001, profit and loss contracts accounted for 79.4% of our
net sales and 89.1% of our EBITDA.

                                        60
<PAGE>

     Some of our profit and loss contracts contain minimum guaranteed
commissions or equivalent payments to the client in connection with our right to
provide services within the particular facility, regardless of the level of
sales at the facility or whether a profit is being generated at the facility.
These guaranteed payments are often structured as a fixed dollar amount,
frequently increasing over the life of the contract, or as a fixed per capita
amount, generally on an escalating scale based on event attendance or per capita
spending levels.

  PROFIT SHARING CONTRACTS

     Profit sharing contracts are generally profit and loss contracts with the
feature that the commission paid to the client is in whole or in part a
specified percentage of the profits generated by our concessions operation at
the relevant facility. In calculating profit for those purposes, expenses
include commissions payable to the client that are not based on profits. These
commissions are typically calculated as a fixed or variable percentage of
various categories of sales. In addition, under certain profit sharing
contracts, we receive a fixed fee prior to the determination of profits under
the contract. As of October 1, 2002, we served 26 facilities under profit
sharing contracts. For fiscal 2001, profit sharing contracts accounted for 20.5%
of our net sales and 10.1% of our EBITDA.

  MANAGEMENT FEE CONTRACTS

     Under our management fee contract, we receive a management fee, calculated
as a fixed dollar amount and/or a fixed or variable percentage of various
categories of sales. In addition, our management fee contract entitles us to
receive incentive fees based upon our performance under the contract, as
measured by factors such as net sales or operating costs. We are reimbursed for
all of our on-site expenses under these contracts. The benefit of this type of
contract is that we do not bear the risks associated with the provision of our
services at the facility. However, as a result of this reduced risk, we also
have reduced upside potential, as we are entitled to receive only a management
fee, and any incentive fees provided for in the contract, and do not share in
any profits. As of October 1, 2002, we served one facility under a management
fee contract. For fiscal 2001, management fee contracts accounted for 0.1% of
our net sales and 0.8% of our EBITDA.

  ADDITIONAL CONTRACT FEATURES

     Although the contracts generally fall within one of the three types
discussed above, we often include in our contracts a variety of ways to meet our
needs and the needs of a particular client. These features include:

     - step-scale commissions, in which our commission payment to a client will
       vary according to sales performance;

     - minimum attendance thresholds, in which a client will refund a portion of
       the commissions that it receives from us if a minimum attendance level is
       not reached at the facility; and

     - merchandise inventory guarantees, under which we return certain unsold
       inventory to the client without charge to us.

     These features represent our efforts to tailor our contracts to best suit a
particular client opportunity and reflect our experience with comparable
facilities, sensitivity analyses of economic assumptions, competitor analyses
and general market research.

     Most of our contracts limit our ability to raise prices on the food,
beverages and merchandise we sell within the particular facility without the
client's consent. However, some of the contracts contain pricing restrictions
that allow us to raise our prices without the client's consent if we are able to
demonstrate that prices on similar items at specified benchmark facilities have
increased.

     The length of contracts that we enter into with clients varies. Contracts
in connection with sports facilities generally require the highest capital
investments but have correspondingly longer terms, typically

                                        61
<PAGE>

five to 20 years. Convention center contracts generally require lower capital
investments and have usual terms of two to five years. While our contracts are
generally terminable only in limited circumstances, some of our contracts give
the client the right to terminate the contract with or without cause on little
or no notice. However, most of our contracts require our client to return to us
any unamortized capital investment and any up-front fees, if the contract is
cancelled before its scheduled termination, other than due to breach by us.

HISTORY

     We, including our subsidiaries and their predecessors, have been in
operation for over 35 years. We were formed on November 21, 1995 under the laws
of the State of Delaware. In August 1998, through our wholly-owned subsidiary,
VSA, the parent company of VSI, then one of the leading suppliers of food and
beverage services to sports facilities in the United States, we acquired Service
America, then one of the leading suppliers of food and beverage services to
convention centers in the United States. This acquisition allowed us to enter
the convention center market with a significant presence in major convention
centers and resulted in us having a substantially more diversified client base
and revenue stream business.

GROWTH IN THE INDUSTRY

     Sports facilities.  Growth in the sports facilities category of the
recreational food service industry in recent years has come primarily from new
facility construction, increased per capita spending on new facilities and
premium seating. During the 1990s, a substantial number of NFL, MLB, NBA and NHL
facilities were built, stemming in part from the addition of 19 new major league
franchises during that period. According to Street & Smith's Sports Business
Journal of March 11-17, 2002, between 1999 and 2001, 49 sports facilities and
1,819 luxury suites at sports facilities were constructed. This building trend
continued in 2002, with an estimated $7.8 billion (in total project cost) of
sports facilities under construction, according to Street & Smith's Sports
Business Journal of March 4-10, 2002.

     Newer sports facilities, whether as a result of new construction or
refurbishing, tend to experience higher levels of per capita spending on food,
beverages and merchandise by attendees of events at those facilities, because
newer facilities typically have more points of sale for concessions and more
premium seating, full-service restaurants, sports clubs and retail shops as
compared to older facilities. Current and near-future facility construction
results from planning commenced several years ago. Based on available data,
management believes that the growth for stadiums and arenas for major league
sports teams and in major cities may be slowing. However, according to Street &
Smith's Sports Business Journal of May 28-June 3, 2001, growth is strong for
college and minor league sports venues.

                                        62
<PAGE>

     The following graph shows the historical growth in attendance at NFL, MLB,
NBA and NHL events in the United States between 1995 and 2001:

                  U.S. MAJOR PROFESSIONAL SPORT ATTENDANCE(1)

                              (PERFORMANCE GRAPH)

<Table>
<Caption>
                                                              THOUSANDS
                                                              ---------
<S>                                                           <C>

1996........................................................   154,338

1997........................................................   159,384

1998........................................................   167,508

1999........................................................   162,418

2000........................................................   173,786

2001........................................................   175,868
</Table>

---------------

(1) Source: PriceWaterhouseCoopers' Global Entertainment and Media Outlook
    2002-2006

     Convention centers.  In recent years there has also been a significant
expansion of existing and construction of new convention centers, which has
created new opportunities for food service providers. According to Tradeweek's
Major Exhibit Hall Directory of 1995 and 2002, the total exhibit space in U.S.
and Canadian exhibit halls increased approximately 23% from 1991 (54.8 million
square feet) through 2001 (67.6 million square feet). Although, according to the
same source, the expansion appears to be slowing, a total of 87 new and expanded
facilities totaling 12.2 million square feet of exhibit space are planned for
completion by 2010. This growth is attributed in part to two primary forces:

     - the increasing number and size of conventions and trade shows; and

     - user demand for more specialized or purpose-built facilities and the need
       for more advanced telecommunication and technological infrastructure.

     According to Tradeshow Week 200's analysis of April 2002 (which represents
the 200 largest U.S. tradeshows), overall professional attendance at tradeshows
increased approximately 10% from 1991 (3.9 million) through 2001 (4.3 million).
However, recent weak economic conditions and the events of September 11, 2001
have caused a decline in attendance at many convention center facilities we
serve, and this decline may continue in the future.

     Other entertainment facilities.  We believe that the market for other
entertainment facilities will develop in the next several years in a manner
consistent with the development of sports and sports-related facilities. We
believe that if we are to obtain growth in this segment, such growth will have
to come by obtaining contracts for businesses that are now held by competitors
or provided internally by potential clients.

                                        63
<PAGE>

SALES AND MARKETING

     Our chief executive officer determines the direction of our sales and
marketing efforts, aided by a senior vice president -- sales administration, who
heads their implementation and coordinates the efforts of two vice
presidents -- sales.

     Our primary sales goal is to secure renewals of existing contracts and the
addition of new contracts. To this end, we utilize an internal tracking system,
trade publications and other industry sources, including our on-site general
managers, to identify information about both new and expiring contracts in the
recreational food service industry.

     As a result of many years of experience in the industry, we have developed
relationships with a wide variety of participants in the industry, including:
the general managers of public and private facilities; league and team owners;
event sponsors; and a network of consultants whom facility owners often hire to
formulate bid specifications.

     In addition, members of our management team maintain memberships in various
industry trade associations. Substantially all of our clients and potential
clients in publicly controlled facilities are members of these trade groups.

COMPETITION

  COMPETITORS

     The recreational food service industry is highly fragmented and
competitive, with several national and international food service providers as
well as a large number of smaller independent businesses serving discrete local
and regional markets and competing in distinct areas. Those companies that lack
a full-service capability because, for example, they cannot cater to luxury
suites at stadiums and arenas, often bid for contracts in conjunction with one
of the other national or international food service companies that can offer
such services.

     We compete for contracts against a variety of food service providers.
However, our major competitors are other national and international food service
providers, including ARAMARK Corporation (which includes Fine Host Corporation),
Delaware North Corporation, Compass Group plc and Levy Restaurants (which is
partially owned by Compass Group plc). We also face competition from regional
and local service contractors, some of which are better established within a
specific geographic region. Existing or potential clients may also elect to
"self operate" their food services, eliminating the opportunity for us to
compete for the account.

     We compete primarily to provide concession, catering and other related
services at recreational facilities. Our competitors often operate more
narrowly, for example, in high-end catering only, or more broadly, e.g., in food
services in other kinds of facilities and in other services altogether.

     We compete for facility management contracts with Spectacor Management
Group (which is a joint venture between ARAMARK Corporation and Hyatt Hotels
Inc.) and Global Spectrum, which together manage most privately-managed
facilities. In addition, many facilities are managed internally, either by the
facility owner or by the owner of the team that plays at the facility.

  COMPETITION FOR CONTRACTS

     Contracts are generally gained and renewed through a competitive bidding
process. We selectively bid on contracts to provide services at both privately
owned and publicly controlled facilities. The privately negotiated transactions
are generally competitive in nature, with several other large national
competitors submitting proposals. Contracts for publicly controlled facilities
are generally awarded pursuant to a request-for-proposal process. Successful
bidding on contracts for such publicly controlled facilities often

                                        64
<PAGE>

requires a long-term effort focused on building relationships in the community
in which the venue is located. We compete primarily on the following factors:

     - the ability to make capital investments;

     - reputation within the industry;

     - commission or management fee structure;

     - service innovation; and

     - quality and breadth of products and services.

     Some of our competitors may be prepared to accept less favorable financial
returns than we are when bidding for contracts. A number of our competitors also
have substantially greater financial and other resources.

SUPPLIERS

     We have a national distribution contract with SYSCO Corporation to supply
our operations. We also have a number of national purchasing programs with major
product suppliers that enable us to receive discounted pricing on certain items.
The purchase of other items, the most significant of which are alcoholic
beverages that must, by law, be purchased in-state, is handled on a local basis.

     In instances where a contract with a particular client requires us to use a
specific branded product for which we do not have a purchasing program or
distribution contract, or which results in our bearing additional costs, the
client will typically be required to pay any excess cost associated with the use
of the brand name product through reduced commission rates for such products.

     We generally purchase any equipment that we require directly from the
manufacturer. We typically obtain several bids when filling our food service
equipment requirements.

     Additionally, we have a number of local, regional and national
subcontractors who provide food, beverages or other services at our and our
client's behest, and from whom we collect a portion of revenue, depending upon
contractual arrangements with the subcontractor and the client.

CONTROLS

     Since a large portion of our business is transacted in cash, principally
food and beverage concessions and food court operation sales, we have stringent
inventory and cash controls in place. We typically record inventory levels
before and after each event to determine if the sales recorded match the decline
in inventory. The process is typically completed within hours of conclusion of
the event and any discrepancy can generally be traced to either specific points
of sale or control processes set up throughout the facility. We also run yield
reports on food supplies on a monthly basis to determine if there is any
significant difference between inventory and sales.

EMPLOYEES

     As of October 1, 2002, we had approximately 1,600 full-time employees. Of
these, approximately 500 provide on-site administrative support and supervision
at the facilities we serve, approximately 1,000 provide a variety of services
(for example, food preparation, warehousing and merchandise sales) at those
facilities, and approximately 100 provide management and staff support at the
corporate and regional levels. During fiscal 2001, we had approximately 27,000
employees who were part-time or hired on an event-by-event basis. The number of
part-time employees at any point in time varies significantly due to the
seasonal nature of the business.

     As of October 1, 2002, approximately 38.5% of our employees, including full
and part-time employees, were covered by collective bargaining agreements with
several different unions. We have not experienced any significant interruptions
or curtailments of operations due to disputes with our employees, and we

                                        65
<PAGE>

consider our labor relations to be good. We have hired, and expect to continue
to hire, a large number of qualified, temporary workers at particular events.

SEASONALITY OF OPERATIONS

     Our sales and operating results have varied, and are expected to continue
to vary, from quarter to quarter, as a result of factors that include:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at the facilities which we serve.

     Business at the principal types of facilities that we serve is seasonal in
nature. MLB and minor league baseball-related sales are concentrated in the
second and third quarters, the majority of NFL-related activity occurs in the
fourth quarter and convention centers and arenas generally host fewer events
during the summer months. Consequently, our results of operations for the first
quarter are typically substantially lower than in other quarters, and results of
operations for the third quarter are typically higher than in other quarters.

REGULATORY MATTERS

     Our operations are subject to various governmental regulations, such as
those governing:

     - the service of food and alcoholic beverages;

     - minimum wage regulations;

     - employment;

     - environmental protection; and

     - human health and safety.

     In addition, our facilities and products are subject to periodic inspection
by federal, state, provincial and local authorities. The cost of regulatory
compliance is subject to additions to or changes in federal, state or provincial
legislation, or changes in regulatory implementation. If we fail to comply with
applicable laws, we could be subject to civil remedies, including fines,
injunctions, recalls, or seizures, as well as potential criminal sanctions.

     The U.S. Food and Drug Administration, or the FDA, regulates and inspects
our kitchens in the United States. Every U.S. commercial kitchen must meet the
FDA's minimum standards relating to the handling, preparation and delivery of
food, including requirements relating to the temperature of food, the
cleanliness of the kitchen and the hygiene of its personnel. The Canadian Food
Inspection Agency regulates food safety in Canada, applying similar standards to
those required by the FDA. We are also subject to various state, provincial,
local and federal laws regarding the disposition of property and leftover
foodstuffs. The cost of compliance with FDA regulations is subject to additions
to or changes in FDA regulations.

     We serve alcoholic beverages at many facilities, and are subject to the
"dram-shop" statutes of the states and provinces in which we serve alcoholic
beverages. "Dram-shop" statutes generally provide that serving alcohol to an
intoxicated or minor patron is a violation of law. In most states and provinces,
if one of our employees sells alcoholic beverages to an intoxicated or minor
patron, we may be liable to third parties for the acts of the patron. We sponsor
regular training programs in cooperation with state and provincial authorities
to minimize the likelihood of serving alcoholic beverages to intoxicated or
minor patrons, and we maintain general liability insurance that includes liquor
liability coverage.

     We are also subject to licensing with respect to the sale of alcoholic
beverages in the states and provinces in which we serve alcoholic beverages.
Failure to receive or retain, or the suspension of, liquor

                                        66
<PAGE>

licenses or permits would interrupt or terminate our ability to serve alcoholic
beverages at those locations. A few of our contracts require us to pay
liquidated damages during any period in which our liquor license for the
relevant facility is suspended and most contracts are subject to termination in
the event that we lose our liquor license for the relevant facility.

ENVIRONMENTAL MATTERS

     Laws and regulations concerning the discharge of pollutants into the air
and water, the handling and disposal of hazardous materials, the investigation
and remediation of property contamination and other aspects of environmental
protection are in effect wherever we operate. Our current operations do not
involve material costs to comply with such laws and regulations; and they have
not given rise to, and are not expected to give rise to, material liabilities
under these laws and regulations for investigation or remediation of
contamination.

     Claims for environmental liabilities arising out of property contamination
have been asserted against us and our predecessors from time to time, and in
some cases such claims have been associated with businesses, including waste
disposal and/or management businesses, related to entities we acquired and have
been based on conduct that occurred prior to our acquisition of those entities.
Several such claims were resolved during the 1990s in bankruptcy proceedings
involving some of our predecessors. More recently, private corporations asserted
a claim under CERCLA against us for contribution to address past and future
remediation costs at a site in Illinois. The site allegedly was used by, among
others, a waste disposal business related to a predecessor for which we
allegedly are responsible. In addition, the United States Environmental
Protection Agency, asserting authority under CERCLA, recently issued a
unilateral administrative order concerning the same Illinois site naming
approximately 75 entities as respondents, including the plaintiffs in the CERCLA
lawsuit against us and the waste disposal business for which the plaintiffs
allege we are responsible. We believe that we have valid defenses (including
discharge in bankruptcy related to certain bankruptcy proceedings filed in the
1990s) to any claimed liability at this site and further believe that our
potential liability, if any, is not likely to be significant. However, because
these claims are in their early stages, we cannot predict at this time whether
we will eventually be held liable at this site or whether such liability will be
material. Furthermore, additional environmental liabilities relating to any of
our former operations or any entities we have acquired could be identified and
give rise to claims against us involving significant losses.

PROPERTIES

     We lease our corporate headquarters of approximately 20,000 square feet in
Spartanburg, South Carolina and approximately 3,500 square feet in Stamford,
Connecticut.

     We currently provide our services at 127 client facilities, all of which
are owned or leased by our clients. The contracts with our clients generally
permit us to use certain areas within the facility to perform our administrative
functions and fulfill our warehousing needs, as well as provide food and
beverage services.

INTELLECTUAL PROPERTY

     We have the trademarks, trade names and licenses that are necessary for the
operation of our business as we currently conduct it. We do not consider our
trademarks, trade names or licenses to be material to the operation of our
business.

LITIGATION

     We are from time to time involved in various legal proceedings incidental
to the conduct of our business. In our opinion, after considering a number of
factors, including, but not limited to, the current status of any currently
pending proceeding (including any settlement discussions), views of retained
counsel, the nature of the litigation, our prior experience and the amounts that
we have accrued for known contingencies, the ultimate disposition of any
currently pending proceeding will not have a material adverse effect on our
financial condition or results of operations.

                                        67
<PAGE>

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the names and positions of our current
directors and executive officers and their ages as of December 31, 2002.

<Table>
<Caption>
NAME                          AGE                          POSITION
----                          ---                          --------
<S>                           <C>   <C>
David Blitzer...............  33    Director
John T. Dee.................  64    Chairman of the Board
Kenneth R. Frick............  47    Executive Vice President and Chief Financial Officer
Lawrence E. Honig...........  54    Chief Executive Officer and Director
Howard A. Lipson............  38    Director
Janet L. Steinmayer.........  47    Executive Vice President, General Counsel and Secretary
Peter F. Wallace............  27    Director
</Table>

     Set forth below is information concerning our directors and executive
officers as of the date of this prospectus.

     David Blitzer (New York, New York) is a member of our board of directors.
Mr. Blitzer is a senior managing director of the Blackstone Group, which he
joined in 1991. He has been one of our directors since 1995.

     John T. Dee (New York, New York) is chairman of our board of directors. Mr.
Dee has served as the chairman of our board since August 1998 and as a director
of Service America since January 1993. (Service America filed for bankruptcy
protection in October 1992 and emerged from bankruptcy in June 1993). He has
been chairman of the board of Service America since January 1997. From August
1998 to April 2002, Mr. Dee served as our chief executive officer. He also
served as president and chief executive officer of Service America from January
1993 to April 2002 and as a consultant to Service America from November 1992 to
January 1993. From 1989 to 1992, Mr. Dee was president of Top Food Services,
Inc., a company engaged in the food service business. From 1980 to 1989, he was
group president at ARAMARK Corporation with responsibility for ARAMARK
Corporation's recreational food service and public restaurant operations. From
1979 to 1980, he held senior positions, including president, at Sportservice
Corporation, and was responsible for concessions and merchandise operations at
airports, theaters, stadiums, arenas and racetracks. From 1968 to 1979, he held
various positions at ARAMARK Corporation, including vice president-sales and
president of the Leisure Services Group, a division of ARAMARK Corporation
engaged in the recreational food service industry.

     Kenneth R. Frick (Campobello, South Carolina) is our executive vice
president and chief financial officer. Mr. Frick has served as our chief
financial officer since August 1998 and as chief financial officer of Volume
Services since December 1995. He served as our vice president from August 1998
to December 2000, when he became executive vice president. Mr. Frick has 18
years of experience in the recreational food service industry, 14 of them with
Volume Services. Prior to becoming chief financial officer of Volume Services in
1995, Mr. Frick was the controller for Volume Services for two years, and for
seven years was assistant controller and Southeast Regional Controller of Volume
Services. Mr. Frick is a certified public accountant.

     Lawrence E. Honig (Spartanburg, South Carolina) has served as our chief
executive officer and director since April 2002. From February 2000 until April
2001, Mr. Honig served as managing director at eHatchery LLC. From January 1998
to July 1999, Mr. Honig was chairman, president and chief executive officer of
Edison Brothers Stores, Inc., a specialty retailer, also serving as a director
from September 1997

                                        68
<PAGE>

to March 1999 (Edison Brothers Stores, Inc. filed for bankruptcy protection in
March 1999). He has previously served as president and chief executive officer
of Federated Systems Group, a division of Federated Department Stores. From 1982
to 1992, Mr. Honig was executive vice president and then vice chairman and a
member of the board of The May Department Stores Company. Previously, he was a
principal of McKinsey & Company, Inc., an international consulting firm.

     Howard A. Lipson (Chappaqua, New York) is a member of our board of
directors. Mr. Lipson is a senior managing director of The Blackstone Group
L.P., referred to in this prospectus as the "Blackstone Group," which he joined
in April 1988. He has been one of our directors since December 1995. Prior to
joining the Blackstone Group, Mr. Lipson was a member of the Mergers and
Acquisitions Group of Salomon Brothers Inc. He currently serves on the board of
directors of Allied Waste Industries, Inc., Mega Bloks Inc., Columbia House
Holdings Inc., and Universal City Development Partners, Ltd. and is a member of
the Advisory Committee of Graham Packaging Holdings Company.

     Janet L. Steinmayer (Old Greenwich, Connecticut) is our executive vice
president, general counsel and secretary. Ms. Steinmayer has been our general
counsel and secretary since August 1998. She served as our vice president from
August 1998 to December 2000, when she became executive vice president. Ms.
Steinmayer has been corporate vice president, general counsel and secretary of
Service America since November 1993. From 1992 to 1993, she was senior vice
president -- external affairs and general counsel of Trans World Airlines, Inc.,
or TWA (TWA filed for bankruptcy protection in January 1992). From April 1990 to
1991, she served as vice president -- law, deputy general counsel and corporate
secretary at TWA. Ms. Steinmayer was a partner at the Connecticut law firm of
Levett, Rockwood & Sanders, P.C. from 1988 to 1990.

     Peter F. Wallace (New York, New York) is a member of our board of
directors. Mr. Wallace joined the Blackstone Group in July 1997 as an analyst
and became an associate in January 2001. He has been one of our directors since
October 1999.

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<PAGE>

DIRECTOR AND EXECUTIVE COMPENSATION

  COMPENSATION OF DIRECTORS

     Initial compensation for our directors who are not also employed by us or
our subsidiaries will be $30,000 per director per year and $1,000 per director
for attending meetings in person ($500 if by telephone) of the board of
directors and $500 per director for attending committee meetings of the board of
directors in person ($250 if by telephone). A committee chair will receive an
additional $500 for attending a committee meeting in person ($250 if by
telephone). Directors will also be reimbursed for out-of-pocket expenses for
attending board and committee meetings.

  COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth information with respect to the compensation
of our chief executive officer and the named executive officers for services in
all capacities for us in the years indicated:

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                       ANNUAL COMPENSATION
                                              -------------------------------------
                                                                     OTHER ANNUAL      ALL OTHER
                                       YEAR    SALARY    BONUS(1)   COMPENSATION(2)   COMPENSATION
                                       ----   --------   --------   ---------------   ------------
<S>                                    <C>    <C>        <C>        <C>               <C>
Lawrence E. Honig....................  2002   $315,000           (4)        --          $ 52,331(5)
  Chief Executive Officer(3)
John T. Dee..........................  2002   $465,000           (4)        --          $120,173(6)
  Chief Executive Officer              2001   $465,000   $133,580          --           $107,983
  and Chairman(3)                      2000   $465,000   $187,700          --           $  5,912
Kenneth R. Frick.....................  2002   $225,000           (4)        --          $ 10,798(7)
  Executive Vice President and         2001   $214,558   $ 58,070          --           $  8,538
  Chief Financial Officer              2000   $204,750   $ 88,200          --           $  2,370
Janet L. Steinmayer..................  2002   $278,654           (4)        --          $    890(8)
  Executive Vice President,            2001   $237,751   $ 61,140          --           $    261
  General Counsel and Secretary        2000   $247,000   $ 94,700          --           $    236
</Table>

---------------

(1) Bonuses are made pursuant to VSI's bonus plan for general managers and
    senior management personnel. Eligible personnel qualify for bonus payments
    in the event that VSI exceeds annual financial performance targets or at the
    discretion of the board of directors.

(2) Perquisites and other personal benefits did not exceed the lesser of $50,000
    or 10% of the total salary and bonus of any named executive officer for the
    years shown.

(3) On April 15, 2002, Mr. Dee resigned as chief executive officer. On April 15,
    2002, Lawrence E. Honig entered into an employment agreement with us to
    serve as chief executive officer. His annual base salary is $450,000.

(4) Annual bonuses for 2002 have not yet been determined.

(5) Amount includes $49,822 in relocation benefits and $2,509 in insurance
    premiums.

(6) Amount includes $117,423 in insurance premiums and $2,750 in VSA's
    contributions under its 401(k) plan.

(7) Amount includes $2,750 in VSA's contributions under its 401(k) plan and
    $8,047 in insurance premiums.

(8) Amount includes $890 in insurance premiums.

                                        70
<PAGE>

  MANAGEMENT ARRANGEMENTS

  Employment and Severance Agreements

     We have entered into the following arrangements with our directors and
executive officers:

     Agreement with Mr. Dee.  On May 1, 2002, we entered into an amended
employment agreement with Mr. Dee. The agreement provides that Mr. Dee will be
employed by us at an annual base salary of $465,000 through August 24, 2003 and
then at an annual base salary of $232,500 through August 24, 2005, subject to
earlier termination by us for or without cause, or by Mr. Dee for good reason,
each as defined in the agreement. Mr. Dee is entitled to a bonus at the
discretion of our board of directors and to participate in any executive bonus
plan and all employee benefit plans maintained by us. The agreement provides for
severance pay in the case of a termination by us without cause or by Mr. Dee for
good reason (as such terms are defined in the agreement) in an amount equal to
Mr. Dee's annual base salary for the balance of the term of employment and
ancillary benefits. During and for two years after Mr. Dee's employment, Mr. Dee
has agreed that, without our written consent, he will not:

     - be engaged, in any capacity, in any business that competes with our
       business; or

     - solicit any person who was employed by us during the 12 months preceding
       such solicitation.

     Agreement with Mr. Honig.  On April 15, 2002, we entered into an employment
agreement with Mr. Honig. The agreement provides that Mr. Honig will be employed
by us as Chief Executive Officer until April 14, 2004, subject to automatic
one-year extensions of the term of his agreement and his employment with us,
unless earlier terminated. Mr. Honig's base salary under the agreement is
$450,000, subject to increases at the discretion of the board. Mr. Honig is also
eligible to earn an annual bonus pursuant to our bonus plan, targeted to be at
least 50% of Mr. Honig's base salary.

     Mr. Honig will be granted, pursuant to a long-term management incentive
plan that will be put into place, options to purchase a number of shares of our
common stock equal to 3% of the number of shares issued and outstanding on the
date of the grant at an exercise price per share equal to the value of our
company as determined by the board for purposes of restructuring management's
equity in our company, divided by the number of outstanding shares at the time
of such restructuring. Of those options, 20% will vest on the first anniversary
of the date of the grant and 20% will vest on each anniversary thereafter. The
options will fully vest if Mr. Honig's employment is terminated by us without
cause, by Mr. Honig for good reason or in the event of a sale of all or
substantially all of our stock and/or assets. In addition, if such a sale takes
place before April 15, 2004 and the total amounts received by or distributed to
our stockholders per share in such sale exceed the exercise price per share for
the shares subject to these options, and such excess value, multiplied by the
number of shares as to which Mr. Honig has options (the "aggregate excess
value"), is less than $1 million, Mr. Honig will be paid the difference between
the aggregate excess value and $1 million at the time such sale is consummated.

     The unvested portion of Mr. Honig's options will immediately expire at his
termination of employment for any reason and the vested portion will expire one
year following the first anniversary of his termination of employment, unless
Mr. Honig has been terminated for cause, in which case the vested portion of his
options will expire immediately.

     Mr. Honig is also entitled to participate in all employee benefits plans
maintained by us, except the split dollar life insurance program, and other
benefits. In the case of termination by us without cause or by Mr. Honig for
good reason, Mr. Honig will receive his annual base salary and continued
benefits for the longer of (x) the date of his termination through April 15,
2004 or (y) one year following the date of his termination, plus any accrued but
unpaid bonus amounts. During and for two years after Mr. Honig's employment, Mr.
Honig has agreed that, without our written consent, he will not:

     - carry on, be engaged in, or have any financial interest in any business
       that competes with our business; or

     - solicit any person who was employed by us during the 12 months preceding
       such solicitation.

                                        71
<PAGE>

     Agreement with Mr. Frick.  On November 17, 1995, VSI entered into an
employment agreement with Mr. Frick. The agreement provides that Mr. Frick will
be employed by VSI as Chief Financial Officer until he resigns or is dismissed
by VSI for or without cause, as defined in the agreement. Mr. Frick's annual
base salary under the contract is $195,000, subject to annual review by VSI's
chief executive officer. Mr. Frick is also entitled to receive an annual bonus
pursuant to any management incentive compensation plan established by VSI. In
the case of termination of employment due to resignation, Mr. Frick will receive
his salary up to the 30th day following his resignation and any accrued but
unpaid bonus amounts. In the case of termination without cause by VSI, Mr. Frick
will receive a one-time payment of two times his annual base salary plus any
accrued but unpaid bonus amounts. During and for two years after his employment,
Mr. Frick has agreed not to:

     - solicit employees of VSI to cease such employment without the written
       consent of VSI; or

     - have any involvement in any capacity in any contract concessions business
       similar to that of VSI in those states in the United States in which VSI
       does business and over which Mr. Frick has had supervisory
       responsibility.

     Agreement with Ms. Steinmayer.  On September 29, 1998, we entered into an
employment agreement with Ms. Steinmayer. The agreement provides that Ms.
Steinmayer will be employed by us as Vice President, General Counsel and
Secretary at an annual base salary of $190,000, plus $250 per hour for each hour
that she works in excess of 24 hours per week, until the agreement is terminated
by us for or without cause, or by Ms. Steinmayer with or without good reason,
each as defined in the agreement. Ms. Steinmayer is entitled to an annual bonus
at the discretion of our board of directors and to participate in any executive
bonus plan and all employee benefits plans maintained by us. In the case of a
termination by us without cause or by Ms. Steinmayer for good reason, Ms.
Steinmayer will receive a one-time payment of an amount equal to two times her
annual compensation in the one-year period prior to the date of termination,
plus ancillary employee benefits. During and for two years after Ms.
Steinmayer's employment, she has agreed that, without our prior written consent,
she will not:

     - have any involvement in any enterprise which provides food services, as
       defined in the agreement, in any of the states in the United States in
       which we operate; or

     - solicit any of our employees to leave their employment.

SAVINGS PLAN

     We sponsor the Volume Services America Retirement and Savings 401(k) Plan,
a tax-qualified plan in which our employees who have reached age 21 and have
completed one year of service are eligible to participate. The following
employees are not eligible to participate in our 401(k) plan:

     - employees covered by a collective bargaining agreement;

     - nonresident aliens; and

     - leased employees.

     Subject to applicable limits imposed on tax-qualified plans, participants
in our 401(k) plan may elect to make pre-tax contributions of up to 16% of their
compensation each year. We make matching contributions equal to 25% of a
participant's contributions, up to the first 6% of the participant's earnings.
Our 401(k) plan also allows us, in the discretion of our board of directors, to
make additional matching contributions of up to a total of 50% of a
participant's contributions, up to the first 6% of the participant's earnings.
Participants become 100% vested with respect to matching contributions after two
years of service with us.

                                        72
<PAGE>

DEFERRED COMPENSATION PLAN

     We also sponsor the Volume Services America Deferred Compensation Plan, a
non-tax-qualified plan in which employees may participate if such employees are:

     - members of a select group of highly compensated or management employees;
       or

     - selected by the plan's administrative committee as participants.

     Our Deferred Compensation Plan allows participants to elect to make pre-tax
deferrals of a portion of their annual base salary and bonuses, subject to
maximum and minimum percentage or dollar amount limitations determined by the
plan's administrative committee, the members of which are selected by our board
of directors. The Deferred Compensation Plan allows us, in the discretion of the
administrative committee, to make matching contributions with respect to
participants who elect to defer a portion of their annual base salary. A
participant's deferrals and matching contributions, if any, are credited to a
bookkeeping account and accrue earnings and losses as if held in certain
investments selected by the participant. Our Deferred Compensation Plan is
unfunded, and participants are unsecured general creditors of VSA as to their
accounts.

BONUS PLAN

     We maintain a bonus plan whereby general managers and senior management
personnel qualify for incentive payments in the event that we exceed certain
financial performance targets determined on an annual basis. Typically,
financial performance targets for us are based on attaining specified levels of
EBITDA, the attainment of which correspond to certain award pools.

     Individual awards are determined at the end of our fiscal year by
calculating each participant's weighted earnings. A participant's weighted
earnings are equal to his or her salary, excluding bonuses, special payments,
paid leaves of absence for illness or disability, and workman's compensation,
multiplied by a factor that corresponds to his or her salary grade. The
applicable award pool is divided among plan participants pro rata based on their
weighted earnings. Individual awards are paid to participants in lump sums as
soon as practicable after the end of the fiscal year, subject to withholding of
applicable federal, state and local taxes. Our CEO and Board of Directors have
the right to adjust or eliminate any incentive payment that would otherwise be
paid under the bonus plan based on such factors as they may determine in their
sole discretion. Our CEO and Board of Directors may also amend or cancel the
bonus plan at any time for any reason.

     We are currently reviewing our bonus plan and expect to adopt a revised
bonus plan for our fiscal year ending December 30, 2003.

LONG-TERM MANAGEMENT INCENTIVE PLAN

     We are in the process of evaluating a long-term management incentive plan.
The plan will be for key employees in the future to align their interests with
those of the stockholders. This plan may take one of several forms including
stock options, stock grants, dividend equivalents, and/or a performance-based
cash plan.

                                        73
<PAGE>

                             PRINCIPAL STOCKHOLDERS

     The following table and accompanying footnotes show information regarding
the beneficial ownership of shares of our common stock and exchangeable
participating preferred stock before and after the completion of this offering
and show the number of and percentage owned by:

     - each person who is known by us to own beneficially more than 5% of either
       class of our capital stock;

     - each member of our board of directors;

     - each of our named executive officers; and

     - all members of our board of directors and our executive officers as a
       group.

     Except as indicated in the footnotes to this table, each person has sole
voting and investment power with respect to all shares attributable to such
person.
<Table>
<Caption>
                                                                         SHARES BENEFICIALLY OWNED
                                                                            AFTER THIS OFFERING
                                 SHARES BENEFICIALLY OWNED              ASSUMING NO EXERCISE OF THE
                                   PRIOR TO THIS OFFERING                  OVER-ALLOTMENT OPTION
                               ------------------------------   -------------------------------------------
                                                EXCHANGEABLE                    EXCHANGEABLE
                                               PARTICIPATING                   PARTICIPATING
                                  COMMON         PREFERRED         COMMON        PREFERRED
                                   STOCK           STOCK           STOCK           STOCK
                               -------------   --------------   ------------   --------------
NAME OF BENEFICIAL OWNER       NUMBER    %     NUMBER     %     NUMBER    %    NUMBER     %     AGGREGATE %
------------------------       ------   ----   -------   ----   ------   ---   -------   ----   -----------
<S>                            <C>      <C>    <C>       <C>    <C>      <C>   <C>       <C>    <C>
Blackstone Management
  Associates II
  L.L.C.(1)(2)...............
Peter G. Peterson(1)(2)......
Stephen A. Schwarzman(1)(2)..  211.8    63.7%     0        0
BCP Volume L.P.(1)(2)........
Blackstone Capital Partners
  II Merchant Banking Fund
  L.P.(1)(2).................  157.0    47.2%     0        0
General Electric Capital
  Corporation(3)(4)..........
Recreational Services
  L.L.C.(3)(4)...............  120.8    36.3%     0        0
BCP Offshore Volume
  L.P.(1)(2).................
Blackstone Offshore Capital
  Partners II L.P.(1)(2).....   40.7    12.3%     0        0
VSI Management Direct
  L.P.(1)(5)(6)..............
VSI Management I,
  L.L.C.(1)(5)(6)............
Kenneth R. Frick(5)(6)(7)....   14.1     4.2%     0        0
David Blitzer(2).............      0       0%     0        0
John T. Dee(6)(7)............      0       0%     0        0
Lawrence E. Honig(6).........      0       0%     0        0
Howard A. Lipson(2)..........      0       0%     0        0
Janet L. Steinmayer(6)(7)....      0       0%     0        0
Peter F. Wallace(2)..........      0       0%     0        0
                               -----    ----     --       --    ------   --    ------     --        --
All directors and executive
  officers as a group (7
  persons)...................               %               %              %                %         %
                               =====    ====     ==       ==    ======   ==    ======     ==        ==

<Caption>
                                        SHARES BENEFICIALLY OWNED
                                           AFTER THIS OFFERING
                                        ASSUMING EXERCISE OF THE
                                          OVER-ALLOTMENT OPTION
                               -------------------------------------------
                                               EXCHANGEABLE
                                              PARTICIPATING
                                  COMMON        PREFERRED
                                  STOCK           STOCK
                               ------------   --------------
NAME OF BENEFICIAL OWNER       NUMBER    %    NUMBER     %     AGGREGATE %
------------------------       ------   ---   -------   ----   -----------
<S>                            <C>      <C>   <C>       <C>    <C>
Blackstone Management
  Associates II
  L.L.C.(1)(2)...............
Peter G. Peterson(1)(2)......
Stephen A. Schwarzman(1)(2)..
BCP Volume L.P.(1)(2)........
Blackstone Capital Partners
  II Merchant Banking Fund
  L.P.(1)(2).................
General Electric Capital
  Corporation(3)(4)..........
Recreational Services
  L.L.C.(3)(4)...............
BCP Offshore Volume
  L.P.(1)(2).................
Blackstone Offshore Capital
  Partners II L.P.(1)(2).....
VSI Management Direct
  L.P.(1)(5)(6)..............
VSI Management I,
  L.L.C.(1)(5)(6)............
Kenneth R. Frick(5)(6)(7)....
David Blitzer(2).............
John T. Dee(6)(7)............
Lawrence E. Honig(6).........
Howard A. Lipson(2)..........
Janet L. Steinmayer(6)(7)....
Peter F. Wallace(2)..........
                               ------   --    ------     --        --
All directors and executive
  officers as a group (7
  persons)...................             %                %
                               ======   ==    ======     ==        ==
</Table>

---------------

(1) Blackstone Management Associates II L.L.C. is one of two managing members of
    VSI Management I, L.L.C. Blackstone Management Associates II is also the
    general partner of Blackstone Capital Partners II Merchant Banking Fund L.P.
    and the investment general partner of

                                        74
<PAGE>

    Blackstone Offshore Capital Partners II L.P. Blackstone Management
    Associates II thus exercises shared voting and dispositive power with
    respect to VSI Management I (see note (5)) and sole voting and dispositive
    authority with respect to Blackstone Capital Partners II Merchant Banking
    Fund and Blackstone Offshore Capital Partners II. Blackstone Capital
    Partners II Merchant Banking Fund is the general partner of BCP Volume L.P.
    and exercises sole voting and dispositive power with respect to its shares.
    Blackstone Offshore Capital Partners II is the general partner of BCP
    Offshore Volume L.P. and exercises sole voting and dispositive power with
    respect to its shares. VSI Management I is the general partner for VSI
    Management Direct L.P. and exercises sole voting and dispositive power with
    respect to its shares. Messrs. Peter G. Peterson and Stephen A. Schwarzman
    are members of Blackstone Management Associates II, which has or shares
    investment and voting control over the shares held or controlled by each of
    the foregoing entities. Each of these individuals disclaims beneficial
    ownership of such shares.

(2) The address of this stockholder is c/o Blackstone, 345 Park Avenue, New
    York, New York 10154.

(3) Recreational Services L.L.C. is a limited liability company, the managing
    member of which is General Electric Capital.

(4) The address of this stockholder is 201 High Ridge Road, Stamford,
    Connecticut 06927.

(5) VSI Management Direct L.P. is a limited partnership, the general partner of
    which is VSI Management I. The managing members of VSI Management I are
    Kenneth R. Frick, our Executive Vice President and Chief Financial Officer,
    and Blackstone Management Associates II, and they exercise shared voting and
    dispositive power over the shares owned by VSI Management Direct L.P.

(6) The address of this stockholder is c/o Volume Services, Inc., 201 East Broad
    Street, Spartanburg, South Carolina 29306.

(7) See "Related Party Transactions -- Management Ownership and Transactions
    with Management."

                                        75
<PAGE>

                           RELATED PARTY TRANSACTIONS

     Tax Indemnity Agreement.  Service America ceased being a member of the
General Electric Company consolidated group, or the GE Consolidated Group, for
federal income tax purposes by reason of its acquisition by us in 1998.
Accordingly, Service America and General Electric Capital in January 1997
entered into a tax indemnity agreement. Under this agreement:

     - General Electric Capital agreed to indemnify Service America for, and
       became entitled to any refund of, all consolidated or combined federal,
       state and local income taxes payable while Service America was a member
       of the GE Consolidated Group; and

     - as authorized by the consolidated return Treasury Regulations, the GE
       Consolidated Group became entitled to re-attribute to itself the portion
       of Service America's net operating losses that did not exceed the amount
       of "disallowed losses," as defined in those regulations, which General
       Electric Capital realized in connection with the recapitalization of
       Service America effected in January 1997 by General Electric Capital and
       some members of Service America's management.

     Annual Fees.  Blackstone and General Electric Capital provide
administrative and management functions to us through monitoring agreements. We
have paid annual monitoring fees of $250,000 to BMP II, an affiliate of
Blackstone Management Associates II, and $167,000 to General Electric Capital.
The fees payable to BMP II and General Electric Capital have been accounted for
as an expense. We will not be paying these fees beginning in fiscal 2003
assuming consummation of this offering.

     Leasing Services.  General Electric Capital and its affiliates provided us
leasing and financing services during 2001 on arms'-length terms. Payments to
General Electric Capital and its affiliates during 2001, net of discounts
earned, were approximately $95,000. We also lease equipment from General
Electric Capital under a capital lease; payments to General Electric Capital
under this lease were approximately $225,000 in 2001.

     Management Ownership and Transactions with Management.  John T. Dee,
Kenneth R. Frick and Janet L. Steinmayer hold indirect ownership interests in us
through their limited partnership interests in VSI Management Direct and VSI
Management II. Before this offering, VSI Management Direct owned a 4.2%
ownership interest in us, and VSI Management II held a limited partnership
interest in each of BCP Volume and BCP Offshore Volume that, before this
offering, represented a right to receive 7% of distributions from each
partnership. VSI Management II's limited partnership interest in BCP Volume and
BCP Offshore Volume represents the right, under specified circumstances, to
receive up to 15% of the aggregate distributions from these partnerships. Before
this offering:

     - Mr. Dee owned a 6.8% limited partnership interest in VSI Management
       Direct and a 7.5% limited partnership interest in VSI Management II;

     - Mr. Frick owned a 7.4% limited partnership interest in VSI Management
       Direct, a 9.4% limited partnership interest in VSI Management II and a
       98% limited liability company interest in VSI Management I, which owns a
       1% general partnership interest in each of VSI Management Direct and VSI
       Management II; and

     - Ms. Steinmayer owned a 3.5% limited partnership interest in VSI
       Management Direct and a 3.9% limited partnership interest in VSI
       Management II.

     During 1999, 2000 and 2001, VSA loaned approximately $1,383,400 to VSI
Management Direct and VSI Management II. These loans are payable on demand and
accrue interest at the applicable federal rate. As of December 31, 2002,
approximately $1,175,000 remained outstanding under these loans. VSI Management
Direct and VSI Management II used the proceeds from these loans principally to
repurchase certain of their outstanding limited partnership interests from some
former members of management.

     VSI Management Direct and VSI Management II have also made loans to certain
members of the then-current management team of VSA to enable them to purchase
limited partnership interests in those partnerships. John T. Dee and Janet L.
Steinmayer are the only current executive officers who received

                                        76
<PAGE>

such loans. Mr. Dee borrowed $384,696, and Ms. Steinmayer borrowed $200,363.
Interest on these loans accrues annually at the applicable federal rate. As of
December 31, 2002, Mr. Dee and Ms. Steinmayer had outstanding loans from the
partnerships in the amounts of $384,696 and $200,363, respectively. Interest on
these loans has been paid as it accrued.

     Upon completion of this offering, BCP Volume, BCP Offshore Volume, VSI
Management Direct and VSI Management II will distribute to their limited
partners the proceeds they receive, directly or indirectly, from this offering.
As a result, Messrs. Dee and Frick and Ms. Steinmayer will receive $     ,
$     , and $     , respectively, of the proceeds from this offering. Mr. Dee
and Ms. Steinmayer are then required, by the terms of their loans with VSI
Management Direct and VSI Management II, to use these funds to repay a portion
of those loans. VSI Management Direct and VSI Management II will in turn use
those funds to repay a portion of their borrowings under their loans with VSA.
Messrs. Dee and Frick and Ms. Steinmayer will have a   %,   % and   %,
respectively, ownership interest in us after this offering.

     In addition to the transactions with management described above, Lawrence
E. Honig borrowed $200,000 from VSA in April 2002 as a bridge loan on the sale
of his previous residence. This amount was repaid in full on July 30, 2002.

     Redemption of a Portion of the Existing Investors' Ownership Interest in
Us.  We will use a portion of the net proceeds from this offering to redeem a
portion of the existing investors' ownership interest in us. See "Use of
Proceeds."

     Registration Rights.  The existing investors and we will enter into a
registration rights agreement pursuant to which each existing investor will
have:

     - three demand registration rights in the aggregate relating to the shares
       of our common stock or IDSS held by the existing investor, subject to no
       more than three demand registration rights per year for the existing
       investors in the aggregate and subject to the requirement that the
       securities, including any piggyback securities, covered by each demand
       registration have an aggregate public offering price of at least $10
       million; and

     - an unlimited number of piggyback registration rights relating to the
       shares of our common stock or IDSS held by the existing investor,

in each case for as long as the existing investor beneficially owns more than 1%
of our outstanding shares of common stock or shares of our capital stock
exchangeable for or convertible into more than 1% of our outstanding shares of
common stock. If an existing investor exercises its demand registration rights,
we will file a registration statement or prospectus and undertake an offering in
the United States and/or Canada, as requested by the existing investor. The
registration rights are transferable by the existing investors. We have agreed
to pay all costs and expenses in connection with each such registration, except
underwriting discounts and commissions applicable to the securities sold by the
existing investors.

     Additional Agreements.  We and the existing investors will enter into an
agreement pursuant to which, to the extent not prohibited by law, rule,
regulation (including rules of any applicable securities exchange) or in any
case except as our counsel deems it inadvisable, if we do not have any director
affiliated with the existing investors, then an individual selected by
Blackstone Management Associates II or any affiliate it designates will have the
right to attend as a non-voting observer all meetings of our board of directors,
receive all information provided to our directors and consult with us with
respect to any matters as that individual may deem appropriate, so long as that
individual is acceptable to our board of directors acting reasonably and has
executed a non-disclosure and market stand-off agreement. However, our board of
directors may in its discretion exclude the observer from any board meetings.

                                        77
<PAGE>

                      DESCRIPTION OF CERTAIN INDEBTEDNESS

NEW CREDIT FACILITY

     VSA intends to enter into a new credit facility with a syndicate of
financial institutions and CIBC World Markets Corp., as lead arranger and sole
bookrunner.

     We expect that the new credit facility will be available in two tranches.
The tranche A facility will be comprised of a revolving credit facility in a
total principal amount of up to $   million, including a swingline subfacility
in the aggregate amount of $     . The tranche B facility will be comprised of
senior secured notes in an aggregate principal amount of $     million.

     We expect that the tranche A facility will mature   years after the closing
of this offering and the tranche B facility will mature   years after the
closing of this offering.

     We expect that the new credit facility will have several features similar
to credit facilities of this nature, including but not limited to:

     Interest Rate and Fees.  We expect that borrowings will bear interest, at
our option, for the tranche A facility at either (a) U.S. Base Rate plus the
applicable margin, as defined below or (b) adjusted LIBOR plus the applicable
margin. We expect that a portion of the tranche B term loan will bear interest
at a floating rate similar to the tranche A facility and the remainder of the
tranche B term loan will bear interest at a rate per annum equal to the sum of
the U.S. Treasury rate corresponding to the weighted average life of the term
loan which will be fixed as of the closing date plus a spread to be determined.

     The applicable margin for the tranche A facility will be           .

     We also expect the new credit facility will provide payment to the lenders
of a commitment fee on any unused commitments under the tranche A facility equal
to      % per annum.

     Mandatory Prepayments.  We expect that the new credit facility will require
us to prepay outstanding loans under the tranche B facility with, subject to
certain conditions and exceptions,      % of the cash proceeds received by us
from any loss, damage, destruction or condemnation of or any sale, transfer or
other disposition of any assets,      % of the net cash proceeds form the
incurrence of any indebtedness by us and      % of the net proceeds of any
issuance or sale of equity by us.

     Voluntary Prepayments.  We expect that the new credit facility will provide
for voluntary prepayments of the tranche A and tranche B loans, subject to
certain conditions and restrictions.

     Covenants.  We expect that the new credit facility will require that we
meet certain financial tests, including, without limitation, the following
tests: a maximum net leverage ratio, a minimum fixed charge coverage ratio and a
total debt to book capitalization ratio.

     We also expect that our new credit facility will contain customary
covenants and restrictions, including, among others, limitations or prohibitions
on declaring dividends and other distributions, redeeming and repurchasing our
other indebtedness, loans and investments, additional indebtedness, liens,
sale-leaseback transactions, capital expenditures, recapitalizations, mergers,
acquisitions and asset sales and transactions with affiliates.

     Collateral.  We expect to give to the administrative agent on behalf of
each lender collateral consisting of, without limitation, a pledge of our
intercompany debt, 100% of the capital stock of our wholly-owned domestic
subsidiaries, 65% of the capital stock of certain of our wholly-owned foreign
subsidiaries and a security interest in certain assets of our subsidiaries that
are not foreign subsidiaries.

     Events of Default.  We expect that our new credit facility will specify
certain customary events of default.

VSA 11 1/4% SENIOR SUBORDINATED NOTES DUE 2009

     As of October 1, 2002, VSA had $100 million aggregate principal amount of
11 1/4% senior subordinated notes due 2009 outstanding. The closing of the
tender offer and consent solicitation is a condition to this offering. See
"Summary -- Tender Offer and Consent Solicitation."

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                              DESCRIPTION OF IDSS

GENERAL

     We are selling           IDSS in this offering. Each IDSS initially
represents, through the depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our   % subordinated notes.

     We will deposit our shares of common stock and our subordinated notes
underlying the IDSS with The Bank of New York, as depositary, under a deposit
agreement among ourselves, the depositary and all registered holders and
beneficial owners of IDSS.

     The depositary's office at which the IDSS will be administered is located
at 101 Barclay Street, New York, New York 10286.

     The depositary or its nominee will actually be the registered owner of the
shares of our common stock and subordinated notes underlying the IDSS. Holders
of IDRs will have the rights set forth in the deposit agreement. The deposit
agreement also sets out the rights and obligations of the depositary. New York
law governs the deposit agreement. The IDSS will be available in book-entry form
only. As discussed below under "-- Book-entry settlement and clearance," a
nominee of the book-entry clearing system will be the sole registered holder of
the IDSS. That means you will not be a registered holder of IDSS or be entitled
to receive a certificate evidencing your IDSS. You must rely on the procedures
used by your broker or other financial institution that will maintain your
book-entry position to receive the benefits and exercise the rights of a holder
of IDSS that are described below. You should consult with your broker or
financial institution to find out what those procedures are.

     The following is a summary of the material terms of the deposit agreement.
Because it is a summary, it does not contain all the information that may be
important to you. For more complete information, you should read the entire form
of deposit agreement, which is filed as an exhibit to the registration statement
of which this prospectus forms a part.

PAYMENTS OF INTEREST, DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute to IDSS holders all cash dividends, interest
or other distributions received by it in respect of the shares of our common
stock or subordinated notes held by it. It will distribute only whole U.S.
dollars and cents and will round fractional cents to the nearest whole cent.
IDSS holders will receive these distributions in proportion to the number of
shares of common stock and aggregate principal amount of subordinated notes
underlying their IDSS. IDSS holders will receive those payments after the
depositary receives them.

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DEPOSIT, WITHDRAWAL AND CANCELLATION

     At any time after 180 days following the date of this prospectus, IDSS
holders may surrender their IDSS and, upon payment of applicable fees and
expenses by us, receive delivery of the securities underlying those IDSS. The
depositary will deliver IDSS upon payment of applicable fees and expenses by us,
if you or your broker deposits the number of shares of common stock and the
aggregate principal amount of subordinates notes that will be represented by any
integral number of IDSS. See "-- Book-Entry Settlement and Clearance" below for
more information on the method by which delivery and surrender of IDSS and
delivery of shares of common stock and our subordinated notes will be effected.

     The depositary may temporarily delay the surrender of IDSS for the purpose
of withdrawal of deposited securities if:

     - we have closed our transfer books or the depositary has closed its
       transfer books in connection with voting at a stockholders' meeting or
       the payment of dividends;

     - when you or other holders seeking to withdraw underlying securities owe
       money to pay fees, taxes and similar charges; or

     - the depositary needs to do so to comply with any U.S. or foreign laws or
       governmental regulations relating to the IDRs or the underlying
       securities.

     This right of withdrawal is not limited by any other provision of the
deposit agreement.

     A holder of IDSS that wishes to exercise the right to cause us to
repurchase the subordinated notes underlying that holder's IDSS in connection
with a change of control of our company must surrender those IDSS and receive
delivery of the underlying securities in order to exercise that right.

VOTING RIGHTS

     After receiving voting materials from us, the depositary will, upon our
written request, notify the IDSS holders of any stockholders' meeting or
solicitation of consents or proxies. This notice will describe how IDSS holders
may instruct the depositary to exercise the voting rights for the underlying
securities. For instructions to be valid, the depositary must receive them on or
before the date specified. The depositary will vote or have its agents vote the
underlying securities as IDSS holders instruct. The depositary will vote only as
IDSS holders instruct. The depositary will not itself exercise any voting
discretion. Neither the depositary nor its agents are responsible for any
failure to carry out any voting instructions, for the manner in which any vote
is cast or for the effect of any vote.

BOOKS OF DEPOSITARY

     The depositary will maintain facilities to record and process the issuance,
cancellation, combination, split-up and registration of transfer of IDSS. These
facilities may be closed from time to time, to the extent not prohibited by law.

FEES AND EXPENSES

     We will pay all charges and expenses of the depositary and any agent of the
depositary pursuant to agreements from time to time between us and the
depositary.

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PAYMENT OF TAXES

     IDSS holders must pay any tax or other governmental charge payable by the
depositary on any IDSS, deposited security or distribution. If an IDSS holder
owes any tax or other governmental charge in respect of their ownership of IDSS
or the underlying securities, the depositary may (1) deduct the amount thereof
from any cash distributions or (2) sell deposited securities and deduct the
amount owing from the net proceeds of that sale. If any tax or governmental
charge is unpaid, the depositary may also refuse to effect any registration,
registration of transfer, split-up or combination of IDSS or withdrawal of
deposited securities.

AMENDMENT AND TERMINATION

     We may agree with the depositary to amend the deposit agreement without
your consent for any reason. However, any amendment which materially and
adversely alters the rights of the IDSS holders will not be effective unless the
amendment has been approved by the holders of at least a majority of the IDSS
which are then outstanding under the deposit agreement. In addition, any
amendment that would adversely affect a holder's right to surrender IDSS for the
purpose of withdrawal of the underlying securities will require a unanimous
vote.

     We will instruct the depositary to terminate the deposit agreement, and
upon receipt of that instruction the depositary will terminate the deposit
agreement if all the subordinated notes have been redeemed or repurchased or all
principal and interest on the subordinated notes has been paid at maturity.

     The depositary will terminate the deposit agreement if:

     - the depositary receives notice from us or the trustee for the
       subordinated notes of an event of default under the subordinated notes;
       or

     - at least 60 days have passed since the depositary notified us that it
       wishes to resign as depositary and no successor depositary appointed by
       us has accepted its appointment.

     The depositary will give notice to the holders of the IDRs at least 30 days
prior to the date fixed for termination of the deposit agreement.

     After termination of the deposit agreement, the depositary and its agents
will do the following under the deposit agreement but nothing else: (1) collect
distributions on the deposited securities and (2) deliver underlying securities
upon surrender of IDSS and upon payment of its fees and any applicable taxes and
expenses by us. Ninety days after termination, the depositary may sell any
remaining underlying securities by public or private sale. After that, the
depositary will hold the money it received on the sale, as well as any other
cash it is holding under the deposit agreement for the pro rata benefit of the
holders that have not surrendered their IDRs. It will not invest the money and
has no liability for interest. The depositary's only obligations will be to
account for the money and other cash. After termination, our only obligations
will be to indemnify the depositary and to pay fees and expenses of the
depositary that we agreed to pay.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by notifying us of its election to do
so, and we may remove the depositary upon at least 120 days' prior notice of our
election to do so. Any such resignation or removal will take effect only upon
the appointment of a successor depositary and its acceptance of the appointment.

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LIMITATIONS ON OBLIGATIONS AND LIABILITY

     The deposit agreement expressly limits our obligations and the obligations
of the depositary. It also limits our liability and the liability of the
depositary. We and the depositary:

     - are only obligated to take the actions specifically set forth in the
       deposit agreement without gross negligence or bad faith;

     - are not liable if either of us is prevented or delayed by law or
       circumstances beyond our control from performing, or if it is impractical
       to perform, our obligations under the deposit agreement;

     - are not liable if either of us exercises discretion permitted under the
       deposit agreement;

     - have no obligation to become involved in a lawsuit or other proceeding
       related to the IDSS or the deposit agreement on your behalf or on behalf
       of any other party; and

     - may rely upon any documents we believe in good faith to be genuine and to
       have been signed or presented by the proper party.

     In the deposit agreement, we agree to indemnify the depositary for acting
as depositary, except for losses caused by the depositary's own gross negligence
or bad faith, and the depositary agrees to indemnify us for losses resulting
from its gross negligence or bad faith.

     The depositary will not be responsible for failing to carry out
instructions to vote the underlying securities or for the manner in which the
underlying securities are voted or the effect of the vote.

     The depositary may own and deal in deposited securities and in IDSS.

REQUIREMENTS FOR DEPOSITARY ACTIONS

     Before the depositary will deliver or register a transfer of IDSS, make a
distribution on IDSS, or permit withdrawal of underlying securities, the
depositary may require:

     - payment of stock transfer or other taxes or other governmental charges
       and transfer or registration fees charged by third parties for the
       transfer of any shares or other deposited securities;

     - satisfactory proof of the identity and genuineness of any signature or
       other information it deems necessary; and

     - compliance with regulations it may establish, from time to time,
       consistent with the deposit agreement, including presentation of transfer
       documents

     The depositary may refuse to deliver IDSS or register transfers of IDSS
generally when the transfer books of the depositary or our transfer books are
closed.

MISCELLANEOUS

     Upon our written request, the depositary will forward to the IDSS holders
all reports and communications it receives from us and which we are required or
otherwise determine to furnish to holders of the underlying securities.

BOOK-ENTRY SETTLEMENT AND CLEARANCE

     Book-entry procedures for IDSS.  We intend to apply to The Depository Trust
Company, known as DTC, for acceptance of the IDSS into DTC's book-entry
settlement system. If the IDSS are eligible for book-entry settlement with DTC
and unless otherwise required by law, a single global IDSS certificate
evidencing all the IDSS will be issued and registered in the name of Cede & Co.
as DTC's nominee. The global IDSS Certificate will be held by the depositary, as
custodian for DTC. Beneficial interests in the global IDSS Certificate will be
credited to the accounts of direct or indirect DTC participants, including the
Canadian Depository for Securities Limited, known as CDS. Investors who purchase
IDSS in the Canadian offering will hold the IDSS through the DTC participant
account maintained by CDS and will

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receive only a customer confirmation from the registered dealer which is a CDS
participant and from or through which the IDSS are purchased.

     All interests in the global IDSS certificate will be subject to the
operations and procedures of DTC and CDS. We provide the following summaries of
those operations and procedures solely for the convenience of investors. The
operations and procedures of each settlement system are controlled by that
settlement system and may be changed at any time. We are not responsible for
those operations or procedures.

     DTC has advised us as follows: DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of the New York State Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered under Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold securities for its
participants and to facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes to
the accounts of its participants. DTC's participants include securities brokers
and dealers, including the underwriters, banks and trust companies, clearing
corporations and other organizations. Indirect access to DTC's system is also
available to others such as banks, brokers, dealers and trust companies. These
indirect participants clear through or maintain a custodial relationship with a
DTC participant, either directly or indirectly. Investors who are not DTC
participants may beneficially own securities held by or on behalf of DTC only
through DTC participants or indirect participants in DTC.

     So long as DTC's nominee is the registered owner of the global IDSS
certificate, that nominee will be considered the sole owner or holder of the
IDSS evidenced by the global IDSS certificate for all purposes under the deposit
agreement. Except as provided below, owners of beneficial interests in the
global IDSS certificate:

     - will not be entitled to have IDSS evidenced by the global IDSS
       certificate registered in their names;

     - will not receive or be entitled to receive a separate IDSS certificate
       evidencing IDSS; and

     - will not be considered the owners or holders of the IDSS under the
       deposit agreement for any purpose, including with respect to the giving
       of any direction, instruction or approval to the depositary under the
       deposit agreement.

     As a result, each investor who owns a beneficial interest in the global
IDSS certificate must rely on the procedures of DTC to exercise any rights of a
holder of IDSS under the deposit agreement (and, if the investor is not a
participant in DTC, on the procedures of the DTC participant through which the
investor owns its interest). The laws of some states require that certain
persons take physical delivery of securities in definitive form. Consequently,
the ability to transfer a beneficial interest in the global IDSS certificate to
such persons may be limited.

     Payments of distributions with respect to the IDSS evidenced by the global
IDSS certificate will be made by the depositary to DTC's nominee as the
registered holder of the global IDSS certificate. Neither we nor the depositary
will have any responsibility or liability for the payment of amounts to owners
of beneficial interests in the global IDSS certificate, for any aspect of the
records relating to or payments made on account of those interests by DTC or for
maintaining, supervising or reviewing any records of DTC relating to those
interests.

     Payments by participants and indirect participants in DTC to the owners of
beneficial interests in the global IDSS certificate will be governed by standing
instructions and customary industry practice and will be the responsibility of
those participants or indirect participants and DTC.

     Transfers between participants in DTC will be effected under DTC's
procedures and will be settled in same-day funds. Transfers between participants
in CDS will be effected in the ordinary way under the rules and operating
procedures of CDS.

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     Cross-market transfers between DTC participants, on the one hand, and CDS
participants, on the other hand, will be effected within DTC through the DTC
participant that is acting as depositary for CDS. To deliver or receive an
interest in the global IDSS certificate held in a CDS account, an investor must
send transfer instructions to CDS under the rules and procedures of that system
and within the established deadlines of that system. If the transaction meets
its settlement requirements, CDS will send instructions to its DTC depositary to
take action to effect final settlement by delivering or receiving interests in
the global IDSS in DTC and making or receiving payment under normal procedures
for same-day funds settlement applicable to DTC. CDS participants may not
deliver instructions directly to the DTC depositary that is acting for CDS.

     DTC and CDS have agreed to the above procedures to facilitate transfers of
interests in the global IDR among participants in those settlement systems.
However, the settlement systems are not obligated to perform these procedures
and may discontinue or change these procedures at any time. Neither we nor the
depositary will have any responsibility for the performance by DTC or CDS or
their direct or indirect participants of their obligations under the rules and
procedures governing their operations.

     Book-entry procedures for our subordinated notes and common stock.  The
subordinated notes and shares of our common stock will be represented by one or
more global notes and global stock certificates, respectively. The global notes
will be deposited upon issuance with the trustee, as custodian for DTC, and
registered in the name of Cede & Co. as DTC's nominee. The global stock
certificates will be deposited upon issuance with the transfer agent of our
common stock, as custodian for DTC, and registered in the name of Cede & Co. as
DTC's nominee. Beneficial interests in the global notes and global stock
certificates, respectively, will be credited to the accounts of direct or
indirect DTC participants, which initially will be The Bank of New York, as the
depositary for the IDSS. All interests in the global notes and global stock
certificates will be subject to the operations and procedures of DTC as
described above.

     Separate IDSS and subordinated notes and stock certificates.  Separate IDSS
certificates will be issued and delivered to each person that DTC identifies as
a beneficial owner of the relevant IDSS only if:

     - DTC notifies us at any time that it is unwilling or unable to continue as
       depositary for the IDSS, and a successor depositary is not appointed
       within 90 days; or

     - DTC ceases to be registered as a clearing agency under the Securities
       Exchange Act of 1934 and a successor depositary is not appointed within
       90 days.

     Separate certificates evidencing the subordinated notes or shares of common
stock will be issued and delivered to each person that DTC identifies as a
beneficial owner of such securities only if:

     - DTC notifies us at any time that it is unwilling or unable to continue as
       depositary for our subordinated notes or our common stock, as the case
       may be, and a successor depositary is not appointed within 90 days;

     - DTC ceases to be registered as a clearing agency under the Securities
       Exchange Act of 1934 and a successor depositary is not appointed within
       90 days; or

     - in the case of the subordinated notes, certain other events provided in
       the indenture and our certificate of incorporation should occur.

     Book-entry delivery and surrender of IDSS.  To withdraw securities
underlying your IDSS, you must, directly or through your broker or other
financial intermediary, instruct DTC to deliver the applicable number of IDSS to
the account of the depositary and separately notify the depositary that you are
surrendering those IDSS for the purpose of withdrawal, and instruct the
depositary where to deliver the securities underlying those IDSS. Corresponding
procedures will need to be followed in order to deposit shares of our common
stock and subordinated notes for the purposes of issuance of IDSS.

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                       DESCRIPTION OF SUBORDINATED NOTES

     The following is a description of the terms of the indenture under which
our subordinated notes will be issued, a copy of the form of which has been
filed with the Commission as an exhibit to the registration statement of which
this prospectus is a part.

GENERAL

     The subordinated notes are to be issued under an indenture, to be dated as
of           , 2003 (the "Indenture"), among us, the subsidiary guarantors and
          , as Trustee (the "Trustee").

     The following summary of certain provisions of the Indenture and the
subordinated notes does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Indenture,
including the definitions of certain terms therein and those terms made a part
thereof by the Trust Indenture Act of 1939, as amended. Capitalized terms used
in this "Description of Subordinated Notes" section and not otherwise defined
have the meanings set forth in the section "-- Certain Definitions."

     The Indenture will provide for the issuance of an unlimited aggregate
principal amount of additional subordinated notes having identical terms and
conditions to the subordinated notes offered hereby (the "Additional Notes"),
subject to compliance with the covenants contained in the Indenture. Any
Additional Notes will be part of the same issue as the subordinated notes
offered hereby and will vote on all matters with the subordinated notes offered
hereby.

     The Notes will be issued only in fully registered form, without coupons.

TERMS OF THE NOTES

     The Notes will be unsecured subordinated obligations of the Company and
will mature on           , 2013. The Company may extend the maturity of the
Notes for two additional successive five-year terms if, during a period of
          ending      days prior to the end of the then-current term, our ratio
of Adjusted EBITDA to interest expense is equal to or greater than      and
provided that:

          (i) no Event of Default (including certain events of bankruptcy,
     insolvency or reorganization of the Company or a significant subsidiary)
     has occurred and is continuing with respect to the Notes;

          (ii) no event of default has occurred and is continuing with respect
     to any other Indebtedness of the Company; and

          (iii) there is no interest due but unpaid on the Notes or any other
     Indebtedness of the Company, other than trade payables up to an aggregate
     amount of $       .

     Within 30 days prior to the maturity of the Notes, the Company will use its
reasonable efforts to list or quote the outstanding shares of its common stock
on the securities exchange(s) or automated securities quotation system(s), if
any, on which the IDSS will then be listed or quoted, in addition to any other
securities exchange on which the common stock is then listed.

     The Notes will bear interest at a rate per annum of   % from           ,
     or from the most recent date to which interest has been paid or provided
for, payable monthly to Holders of record at the close of business on the   day
of each month, commencing           , 2003.

     If and for so long as the Company's ratio of Adjusted EBITDA to interest
expense for the twelve-month period ended on the last day of any fiscal quarter
is at or below           , the Company must defer interest payments on the
Notes, as long as no Event of Default (including certain events of bankruptcy,
insolvency or reorganization of the Company or a Significant Subsidiary) has
occurred and is continuing with respect to the Notes.

     Interest payments on the Notes will not be deferred for more than 24 months
in the aggregate or at any time after the earlier of        , 2008 or the
termination of the new credit facility. Deferred interest on

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the Notes will bear interest at a rate per annum of   %. At the end of each
interest deferral period, the Company must pay all deferred interest on the
Notes in full. During any interest deferral period, the Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any Restricted Payment.

OPTIONAL REDEMPTION

     The Notes will not be redeemable at the option of the Company prior to
          , 2008. Thereafter, the Notes will be redeemable, at the Company's
option, in whole or in part upon not less than 30 nor more than 60 days' prior
notice mailed by first-class mail to each Holder's registered address, at a
redemption price of   % of the principal amount of the Notes being redeemed,
plus accrued and unpaid interest to the redemption date, subject to the rights
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date.

SELECTION

     In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which such Notes are
listed, or if such Notes are not so listed, on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate (and in such
manner as complies with the applicable legal requirements). If any Note is to be
redeemed in part only, the notice of redemption relating to such Note shall
state the portion of the principal amount thereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Note. On and after
the redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption, so long as the Company has deposited with the depositary
funds sufficient to pay the principal of, plus accrued and unpaid interest on,
the Notes to be redeemed.

RANKING

     The indebtedness evidenced by the Notes will be unsecured subordinated
indebtedness of the Company, will be subordinated in right of payment, as set
forth in the Indenture, to all existing and future Senior Indebtedness of the
Company and will rank pari passu in right of payment with all existing and
future Pari Passu Indebtedness of the Company. The Notes will also be
effectively subordinated to any Secured Indebtedness of the Company to the
extent of the value of the assets securing such Indebtedness. However, payment
from the money or the proceeds of U.S. Government Obligations held in any
defeasance trust described under "-- Defeasance" below is not subordinated to
any Senior Indebtedness or subject to the restrictions described herein.

     The indebtedness evidenced by the Guarantees will be unsecured subordinated
indebtedness of the applicable Guarantor, will be subordinated in right of
payment, as set forth in the Indenture, to all existing and future Senior
Indebtedness of such Guarantor and will rank pari passu in right of payment with
all existing and future Pari Passu Indebtedness of such Guarantor. The
Guarantees will also be effectively subordinated to any Secured Indebtedness of
the applicable Guarantor to the extent of the value of the assets securing such
Indebtedness.

     As of October 1, 2002, on a pro forma basis, (i) the Company would have had
no Senior Indebtedness outstanding, (ii) the Company would have had no Pari
Passu Indebtedness outstanding other than the Notes, (iii) the Guarantors would
have had no Senior Indebtedness outstanding, exclusive of guarantees under the
new credit facility, all of which would have been secured indebtedness, (iv) the
Guarantors would have had $     million aggregate principal amount of Pari Passu
Indebtedness outstanding, other than the Guarantees and (v) the Non-Guarantor
Subsidiaries would have had total liabilities, excluding liabilities owed to us,
of $     million. Although the Indenture will contain limitations on the amount
of additional Indebtedness which the Company, the Guarantors and the
Non-Guarantor Subsidiaries may Incur, under certain circumstances the amount of
such Indebtedness could be substantial

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and, in any case, such Indebtedness may be Senior Indebtedness. See
"-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock" below.

     As a holding company, the Company has no operations and, therefore, is
dependent on the cash flow of its subsidiaries and other entities to meet its
own obligations, including the payment of interest and principal obligations on
the Notes when due. As of October 1, 2002, on a pro forma basis the total
liabilities of the Company's subsidiaries were approximately $     million,
including trade payables. Although the Indenture will limit the Incurrence of
Indebtedness by and the issuance of Preferred Stock of certain of the Company's
subsidiaries, such limitation is subject to a number of significant
qualifications.

     "Senior Indebtedness" with respect to the Company or any Guarantor means
all indebtedness of the Company or such Guarantor, including interest thereon
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Subsidiary of
the Company whether or not a claim for post-filing interest is allowed in such
proceeding) and other amounts (including fees, expenses, reimbursement
obligations under letters of credit and indemnities) owing in respect thereof,
whether outstanding on the Issue Date or thereafter Incurred, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such obligations are not superior in right of
payment to the Notes or such Guarantor's Guarantee, as applicable; provided,
however, that Senior Indebtedness shall not include, as applicable, (i) any
obligation of the Company to any Subsidiary of the Company or of such Guarantor
to the Company or any other Subsidiary of the Company, (ii) any liability for
Federal, state, local or other taxes owed or owing by the Company or such
Guarantor, (iii) any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities), (iv) any Indebtedness or obligation of
the Company or such Guarantor which is Pari Passu Indebtedness, (v) any
obligations with respect to any Capital Stock, and (vi) any Indebtedness
Incurred in violation of the Indenture.

     Only Senior Indebtedness or Secured Indebtedness of the Company or a
Guarantor will rank senior to the Notes or the relevant Guarantee in accordance
with the provisions of the Indenture. The Notes and each Guarantee will in all
respects rank pari passu with all other Pari Passu Indebtedness of the Company
and the relevant Guarantor, respectively.

     The Company may not pay principal of, premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions described under
"-- Defeasance" below and may not otherwise purchase, redeem or otherwise retire
any Notes (except that Holders may receive and retain (a) Permitted Junior
Securities and (b) payments made from the trust described under "-- Defeasance"
below so long as, on the date or dates the respective amounts were paid into the
trust, such payments were made with respect to the Notes without violating the
subordination provisions described herein) (collectively, "pay the Notes") if
(i) a default in the payment of the principal of, premium, if any, or interest
on any Designated Senior Indebtedness occurs and is continuing or any other
amount owing in respect of any Designated Senior Indebtedness is not paid when
due, or (ii) any other default on Designated Senior Indebtedness occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, the default has been cured or waived and
any such acceleration has been rescinded or such Designated Senior Indebtedness
has been paid in full. However, the Company may pay the Notes without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Designated Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) of the
immediately preceding sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the second preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or upon the expiration of any applicable grace
periods, the Company may not pay the Notes for a period (a "Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to the Company)
of written notice (a "Blockage Notice") of such default from the Representative
of the Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage

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Period is terminated (i) by written notice to the Trustee and the Company from
the Person or Persons who gave such Blockage Notice, (ii) by repayment in full
of such Designated Senior Indebtedness or (iii) because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this paragraph and in the succeeding
paragraph), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Notes after the end
of such Payment Blockage Period. Not more than one Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness during such period. However, if any
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness other than the Bank Indebtedness, the
Representative of the Bank Indebtedness may give one additional Blockage Notice
within such period. In no event, however, may the total number of days during
which any Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this provision,
no default or event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

     Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation or dissolution or reorganization of or similar proceeding
relating to the Company or its property, the holders of Senior Indebtedness will
be entitled to receive payment in full of the Senior Indebtedness before the
Noteholders are entitled to receive any payment, and until the Senior
Indebtedness is paid in full, any payment or distribution to which Noteholders
would be entitled but for the subordination provisions of the Indenture will be
made to holders of the Senior Indebtedness as their interests may appear (except
that Holders of Notes may receive and retain (i) Permitted Junior Securities,
and (ii) payments made from the trust described under "-- Defeasance" so long
as, on the date or dates the respective amounts were paid into the trust, such
payments were made with respect to the Notes without violating the subordination
provisions described herein). If a distribution is made to Noteholders that due
to the subordination provisions of the Indenture should not have been made to
them, such Noteholders are required to hold it in trust for the holders of
Senior Indebtedness and pay it over to them as their interests may appear.

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representative) of the acceleration. If any
Designated Senior Indebtedness is outstanding, the Company may not pay the Notes
until five Business Days after such holders or the Representative of the
Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Notes only if the subordination provisions of the
Indenture otherwise permit payment at that time.

     By reason of such subordination provisions contained in the Indenture, in
the event of insolvency, creditors of the Company who are holders of Senior
Indebtedness may recover more, ratably, than the Noteholders.

     The Indenture will contain substantially similar subordination provisions
relating to each Guarantor's obligations under its Guarantee.

FOREBEARANCE PERIODS

     As long as any Designated Senior Indebtedness is outstanding, for a period
(a "Forebearance Period") beginning on the date of the occurrence of an Event of
Default and ending on the earliest of (x) 179 days after the commencement of
such period, (y) the date on which such Event of Default and any other Event of
Default that occurred during the Forebearance Period, shall cease to exist or
(z) the date the holders of Designated Senior Indebtedness accelerate the
Designated Senior Indebtedness or

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begin to exercise their rights with respect to collateral therefor, no Holder of
the Notes or the Trustee shall, without the prior written consent of the
Representative of the Designated Senior Indebtedness, accelerate the maturity of
the Notes or commence any action, suit or proceeding to enforce any claims,
rights, demands, causes of action, liabilities, or suits, of any kind
whatsoever, whether known or unknown, that have been, could have been, or in the
future might be asserted by the Holders of the Notes based upon, arising out of,
or in any way relating to, the Notes (each, an "Enforcement Action"); provided
that upon the termination of a Forebearance Period, no Holder may take any
Enforcement Action until the earlier of (x) five Business Days after such
Holders of the Notes, or the Trustee acting on their behalf, shall have given
prior written notice to the Representative of the Designated Senior Indebtedness
of their intention to accelerate and exercise any other remedies, which notice
may be given no earlier than 15 Business Days prior to the end of the
Forebearance Period, and shall be effective no earlier than the later of (i)
five Business Days after the date such notice is given, or (ii) the first
Business Day immediately following the end of the Forebearance Period or (y) the
date on which the holders of Designated Senior Indebtedness have accelerated the
Designated Senior Indebtedness; provided, further, that no Forebearance Period
may commence during the pendency of, or within 179 days after termination of,
any other Forebearance Period and in no event shall a Forebearance Period extend
beyond 179 days from the date of the occurrence of any Event of Default and
there must be a 181 consecutive day period in each 360 consecutive day period
during which no Forebearance Period is in effect. No single Event of Default may
serve as the basis for more than one Forebearance Period, other than an Event of
Default that has been cured or waived or otherwise ceased to exist for a period
of 90 consecutive days; no Event of Default in existence on the commencement of
a Forebearance Period shall serve as the basis for any subsequent Forebearance
Period, whether or not within a period of 360 consecutive days, unless such
Event of Default shall have been cured or waived or otherwise ceased to exist
for a period of 90 consecutive days; and during any 360-day period there shall
not be more than one Forebearance Period.

     The Indenture will contain substantially similar subordination provisions
relating to each Guarantor's obligations under its Guarantee.

GUARANTEES

     Each of the Company's direct and indirect Wholly Owned Subsidiaries
organized under the laws of any state of the United States of America on the
Issue Date and certain future Subsidiaries of the Company (as described below),
as primary obligors and not merely as sureties, will jointly and severally
irrevocably and unconditionally guarantee on an unsecured subordinated basis the
performance and punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all obligations of the Company under the Indenture
and the Notes, whether for payment of principal of, premium, if any, or interest
on the Notes, expenses, indemnification or otherwise (all such obligations
guaranteed by such Guarantors being herein called the "Guaranteed Obligations").
Such Guarantors will agree to pay, in addition to the amount stated above, any
and all expenses (including reasonable counsel fees and expenses) Incurred by
the Trustee or the Holders in enforcing any rights under the Guarantees. Each
Guarantee will be limited in amount to an amount not to exceed the maximum
amount that can be guaranteed by the applicable Guarantor without rendering the
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally. After the Issue Date, the Company
will cause each Restricted Subsidiary organized under the laws of the United
States of America or any state or territory thereof that Incurs Indebtedness or
issues shares of Disqualified Stock or Preferred Stock to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Restricted
Subsidiary will guarantee, payment of the Notes. See "-- Future Guarantors"
below.

     Each Guarantee is a continuing guarantee and shall (i) remain in full force
and effect until payment in full of all the Guaranteed Obligations, (ii) be
binding upon each such Guarantor and its successors, and (iii) inure to the
benefit of and be enforceable by the Trustee, the Holders and their successors,
transferees and assigns.

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CHANGE OF CONTROL

     Upon the occurrence of any of the following events (each, a "Change of
Control"), each Holder will have the right to require the Company to repurchase
all or any part of such Holder's Notes at a purchase price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date): (i) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the Company's assets to any person
or group (as such term is used in Section 13(d)(3) of the Exchange Act), (ii)
the adoption of a plan relating to the liquidation or dissolution of the
Company, (iii) the acquisition by any person or group (as such term is used in
Section 13(d)(3) of the Exchange Act) of a direct or indirect interest in more
than 50% of the ownership of the Company, or the voting power of the voting
stock of the Company, by way of purchase, merger or consolidation or otherwise
(other than a creation of a holding company that does not involve a change in
the beneficial ownership of the Company as a result of such transaction), (iv)
the merger or consolidation of the Company with or into another Person or the
merger of another Person into the Company with the effect that immediately after
such transaction the stockholders of the Company immediately prior to such
transaction hold, directly or indirectly, less than 50% of the total voting
power of all securities generally entitled to vote in the election of directors,
managers, or trustees of the Person surviving such merger or consolidation, in
each case other than creation of a holding company that does not involve a
change in the beneficial ownership of the Company as a result of such
transaction or (v) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors.

     In the event that at the time of such Change of Control the terms of the
Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this
covenant, then prior to the mailing of the notice to Holders provided for in the
immediately following paragraph but in any event within 30 days following any
Change of Control, the Company shall (i) repay in full all Bank Indebtedness or
offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of
each lender who has accepted such offer or (ii) obtain the requisite consent
under the agreements governing the Bank Indebtedness to permit the repurchase of
the Notes as provided for in the immediately following paragraph.

     Within 30 days following any Change of Control, unless the Company has
exercised its right to redeem the Notes as described under "-- Optional
Redemption", the Company shall mail a notice (a "Change of Control Offer") to
each Holder with a copy to the Trustee stating: (1) that a Change of Control has
occurred and that such Holder has the right to require the Company to purchase
such Holder's Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on a record date to receive
interest on the relevant interest payment date); (2) the circumstances and
relevant facts and financial information regarding such Change of Control; (3)
the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed); and (4) the instructions determined
by the Company, consistent with this covenant, that a Holder must follow in
order to have its Notes purchased.

     The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Indenture by virtue thereof.

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     The Change of Control purchase feature is a result of negotiations between
us, the existing investors and the underwriters. Our management has no present
intention to engage in a transaction involving a Change of Control, although it
is possible that we would decide to do so in the future. Subject to the
limitations discussed below, we could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control under the Indenture, but that
could increase the amount of indebtedness outstanding at such time or otherwise
affect our capital structure or credit ratings.

     The occurrence of events which would constitute a Change of Control would
constitute a default under the new credit facility. Future Senior Indebtedness
of the Company may contain prohibitions on certain events which would constitute
a Change of Control or require such Senior Indebtedness to be repurchased upon a
Change of Control. The Bank Indebtedness prohibits any purchase by the Company
of the Notes. Moreover, the exercise by the Holders of their right to require
the Company to repurchase the Notes could cause a default under other Senior
Indebtedness, even if the Change of Control itself does not, due to the
financial effect of such repurchase on the Company. Finally, the Company's
ability to pay cash to the Holders upon a repurchase may be limited by the
Company's then existing financial resources. There can be no assurance that
sufficient funds will be available when necessary to make any required
repurchases.

     The definition of Change of Control includes a phrase relating to the sale,
lease or transfer of "all or substantially all" the assets of ours and our
Subsidiaries taken as a whole. Although there is a developing body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Notes to require us to repurchase such Notes as a result of a sale,
lease or transfer of less than all of the assets of ours and our Subsidiaries
taken as a whole to another Person or group may be uncertain.

CERTAIN COVENANTS

     The Indenture will contain covenants including, among others, the
following:

     Limitations on Incurrence of Indebtedness and Issuance of Disqualified
Stock and Preferred Stock. The Indenture will provide that (i) the Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue
any shares of Disqualified Stock and (ii) the Company will not permit any of its
Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that the Company and any Guarantor may Incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock and any Guarantor
may issue shares of Preferred Stock if the Fixed Charge Coverage Ratio of the
Company for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred or such Disqualified Stock or Preferred
Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been Incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period.

     The foregoing limitations will not apply to:

          (a) the Incurrence by the Company or its Restricted Subsidiaries of
     Indebtedness under the Credit Agreement and the issuance and creation of
     letters of credit and bankers' acceptances thereunder (with letters of
     credit and bankers' acceptances being deemed to have a principal amount
     equal to the face amount thereof) up to an aggregate principal amount of
     $     million outstanding at any one time;

          (b) the Incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes (not including any Additional Notes) and the
     Guarantees, as applicable;

          (c) Indebtedness existing on the Issue Date (other than Indebtedness
     described in clauses (a) and (b));

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          (d) Indebtedness (including Capitalized Lease Obligations) Incurred by
     the Company or any of its Restricted Subsidiaries, to finance the purchase,
     lease or improvement of property (real or personal) or equipment (whether
     through the direct purchase of assets or the Capital Stock of any Person
     owning such assets) in an aggregate principal amount which, when aggregated
     with the principal amount of all other Indebtedness then outstanding and
     Incurred pursuant to this clause (d) and all Refinancing Indebtedness (as
     defined below) Incurred to refund, refinance or replace any Indebtedness
     Incurred pursuant to this clause (d), does not exceed the greater of 7.5%
     of Total Assets at the time of Incurrence or $10.0 million;

          (e) Indebtedness Incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation letters of credit in respect of workers' compensation claims,
     health, disability or other employee benefits or property, casualty or
     liability insurance or self-insurance, or with respect to agreements to
     provide services, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims; provided, however, that
     upon the drawing of such letters of credit, such obligations are reimbursed
     within 30 days following such drawing;

          (f) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, Incurred in connection with the
     disposition of any business, assets or a Subsidiary of the Company in
     accordance with the terms of the Indenture, other than guarantees of
     Indebtedness Incurred by any Person acquiring all or any portion of such
     business, assets or Subsidiary for the purpose of financing such
     acquisition;

          (g) Indebtedness of the Company to a Restricted Subsidiary of the
     Company; provided that any such Indebtedness is subordinated in right of
     payment to the Notes; provided further that any subsequent issuance or
     transfer of any Capital Stock or any other event which results in any such
     Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company
     or any other subsequent transfer of any such Indebtedness (except to the
     Company or another Restricted Subsidiary) shall be deemed, in each case to
     be an Incurrence of such Indebtedness;

          (h) shares of Preferred Stock of a Restricted Subsidiary issued to the
     Company or another Restricted Subsidiary of the Company; provided that any
     subsequent issuance or transfer of any Capital Stock or any other event
     which results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any other subsequent transfer of any such shares of Preferred
     Stock (except to the Company or another Restricted Subsidiary of the
     Company) shall be deemed, in each case, to be an issuance of shares of
     Preferred Stock;

          (i) Indebtedness of a Restricted Subsidiary to the Company or another
     Restricted Subsidiary of the Company; provided that (i) any such
     Indebtedness is made pursuant to an intercompany note and (ii) if a
     Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a
     Guarantor such Indebtedness is subordinated in right of payment to the
     Guarantee of such Guarantor; provided further that any subsequent issuance
     or transfer of any Capital Stock or any other event which results in any
     Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted
     Subsidiary or any other subsequent transfer of any such Indebtedness
     (except to the Company or another Restricted Subsidiary of the Company)
     shall be deemed, in each case, to be an Incurrence of such Indebtedness;

          (j) Hedging Obligations that are incurred in the ordinary course of
     business (1) for the purpose of fixing or hedging interest rate risk with
     respect to any Indebtedness that is permitted by the terms of the Indenture
     to be outstanding, (2) for the purpose of fixing or hedging currency
     exchange rate risk with respect to any currency exchanges or (3) for the
     purpose of fixing or hedging commodity price risk with respect to any
     commodity purchases;

          (k) obligations in respect of performance, bid and surety bonds and
     completion guarantees provided by the Company or any Restricted Subsidiary
     in the ordinary course of business;

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          (l) Indebtedness or Disqualified Stock of the Company and any
     Restricted Subsidiary not otherwise permitted hereunder in an aggregate
     principal amount, which when aggregated with the principal amount or
     liquidation preference of all other Indebtedness and Disqualified Stock
     then outstanding and Incurred pursuant to this clause (1), does not exceed
     $25.0 million at any one time outstanding; provided, however, that
     Indebtedness of Foreign Subsidiaries, which when aggregated with the
     principal amount of all other Indebtedness of Foreign Subsidiaries then
     outstanding and Incurred pursuant to this clause (l), does not exceed $10.0
     million (or the equivalent thereof in any other currency) at any one time
     outstanding (it being understood that any Indebtedness Incurred under this
     clause (l) shall cease to be deemed Incurred or outstanding for purposes of
     this clause (l) but shall be deemed to be Incurred for purposes of the
     first paragraph of this covenant from and after the first date on which the
     Company could have Incurred such Indebtedness under the first paragraph of
     this covenant without reliance upon this clause (l));

          (m) any guarantee by the Company or a Guarantor of Indebtedness or
     other obligations of the Company or any of its Restricted Subsidiaries so
     long as the Incurrence of such Indebtedness Incurred by the Company or such
     Restricted Subsidiary is permitted under the terms of the Indenture;
     provided that if such Indebtedness is by its express terms subordinated in
     right of payment to the Notes or the Guarantee of such Restricted
     Subsidiary, as applicable, any such guarantee of such Guarantor with
     respect to such Indebtedness shall be subordinated in right of payment to
     such Guarantor's Guarantee with respect to the Notes substantially to the
     same extent as such Indebtedness is subordinated to the Notes or the
     Guarantee of such Restricted Subsidiary, as applicable;

          (n) the Incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness which serves to refund or refinance any
     Indebtedness Incurred as permitted under the first paragraph of this
     covenant and clauses (b) and (c) above, or any Indebtedness issued to so
     refund or refinance such Indebtedness (subject to the following proviso,
     "Refinancing Indebtedness") prior to its respective maturity; provided,
     however, that such Refinancing Indebtedness:

             (i) has a Weighted Average Life to Maturity at the time such
        Refinancing Indebtedness is Incurred which is not less than the
        remaining Weighted Average Life to Maturity of the Indebtedness being
        refunded or refinanced;

             (ii) has a Stated Maturity which is no earlier than the Stated
        Maturity of the Indebtedness being refunded or refinanced;

             (iii) to the extent such Refinancing Indebtedness refinances
        Indebtedness pari passu with the Notes or the obligations of the
        Subsidiaries that are obligors under the intercompany note, as
        applicable, is pari passu with the Notes or the obligations of such
        Subsidiaries under the intercompany note, as applicable;

             (iv) is Incurred in an aggregate principal amount (or if issued
        with original issue discount, an aggregate issue price) that is equal to
        or less than the aggregate principal amount (or if issued with original
        issue discount, the aggregate accreted value) then outstanding of the
        Indebtedness being refinanced plus premium and fees Incurred in
        connection with such refinancing; and

             (v) shall not include (x) Indebtedness of a Restricted Subsidiary
        that is not a Guarantor that refinances Indebtedness of the Company or
        (y) Indebtedness of the Company or a Restricted Subsidiary that
        refinances Indebtedness of an Unrestricted Subsidiary;

        and provided further that subclauses (i) and (ii) of this clause (n)
        will not apply to any refunding or refinancing of any Senior
        Indebtedness;

          (o) Indebtedness or Disqualified Stock of Persons that are acquired by
     the Company or any of its Restricted Subsidiaries or merged into a
     Restricted Subsidiary in accordance with the terms of the Indenture;
     provided, however, that such Indebtedness or Disqualified Stock is not
     Incurred in contemplation of such acquisition or merger or to provide all
     or a portion of the funds or credit

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     support required to consummate such acquisition or merger; provided
     further, however, that after giving effect to such acquisition and the
     Incurrence of such Indebtedness either (i) the Company would be permitted
     to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed
     Charge Coverage Ratio test set forth in the first sentence of this covenant
     or (ii) the Fixed Charge Coverage Ratio would be greater than immediately
     prior to such acquisition;

          (p) Contribution Indebtedness; and

          (q) Indebtedness underlying the IDSS or outstanding upon the exchange
     of any IDSS or shares of the Company's Exchangeable Participating Preferred
     Stock for the underlying securities or the issuance of Additional Notes or
     other Pari Passu Indebtedness evidenced by a different series of notes in
     connection with the issuance of shares of Common Stock of the Company,
     provided that the ratio of the aggregate principal amount of such
     Additional Notes or other Pari Passu Indebtedness over the number of such
     additional shares shall not exceed the equivalent ratio with respect to the
     IDSS outstanding prior to such issuance, and, in each case the related
     Guarantees.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of permitted Indebtedness described in clauses (a) through (q) above
or is entitled to be Incurred pursuant to the first paragraph of this covenant,
the Company shall, in its sole discretion, classify or reclassify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been Incurred pursuant to only one of
such clauses or pursuant to the first paragraph hereof. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of
additional Indebtedness will not be deemed to be an Incurrence of Indebtedness
for purposes of this covenant.

     Limitation on Restricted Payments.  The Indenture will provide that the
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

          (i) declare or pay any dividend or make any distribution on account of
     the Company's or any of its Restricted Subsidiaries' Equity Interests,
     including any payment made in connection with any merger or consolidation
     involving the Company (other than (A) dividends or distributions by the
     Company payable solely in Equity Interests (other than Disqualified Stock)
     of the Company or (B) dividends or distributions by a Restricted Subsidiary
     so long as, in the case of any dividend or distribution payable on or in
     respect of any class or series of securities issued by a Restricted
     Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or
     a Restricted Subsidiary receives at least its pro rata share of such
     dividend or distribution in accordance with its Equity Interests in such
     class or series of securities);

          (ii) purchase or otherwise acquire or retire for value any Equity
     Interests of the Company or any Restricted Subsidiary; or

          (iii) make any Restricted Investment (all such payments and other
     actions set forth in clauses (i) through (iii) above being collectively
     referred to as "Restricted Payments"),

     unless, at the time of such Restricted Payment:

             (a) no Default or Event of Default shall have occurred and be
        continuing or would occur as a consequence thereof;

             (b) immediately after giving effect to such transaction on a pro
        forma basis, the Company could Incur $1.00 of additional Indebtedness
        under the provisions of the first paragraph of "-- Limitations on
        Incurrence of Indebtedness and Issuance of Disqualified Stock and
        Preferred Stock"; and

             (c) such Restricted Payment, together with the aggregate amount of
        all other Restricted Payments made by the Company and its Restricted
        Subsidiaries after the Issue Date (including Restricted Payments
        permitted by clauses (i), (iv), (v) and (vii) of the next succeeding

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        paragraph, but excluding all other Restricted Payments permitted by the
        next succeeding paragraph), is less than the sum of, without
        duplication:

                (i) 50% of the Consolidated Net Income of the Company for the
           period (taken as one accounting period) from the fiscal quarter that
           first begins after the Issue Date to the end of the Company's most
           recently ended fiscal quarter for which internal financial statements
           are available at the time of such Restricted Payment (or, in the case
           such Consolidated Net Income for such period is a deficit, minus 100%
           of such deficit), plus

                (ii) 100% of the aggregate net proceeds, including cash and the
           Fair Market Value (as determined in accordance with the next
           succeeding sentence) of property other than cash, received by the
           Company since the Issue Date from the issue or sale of Equity
           Interests of the Company (excluding Refunding Capital Stock (as
           defined below), Designated Preferred Stock, Excluded Contributions
           and Disqualified Stock), including Equity Interests issued upon
           conversion of Indebtedness or upon exercise of warrants or options
           (other than an issuance or sale to a Subsidiary of the Company or an
           employee stock ownership plan or trust established by the Company or
           any of its Subsidiaries), plus

                (iii) 100% of the aggregate amount of contributions to the
           capital of the Company received in cash and the Fair Market Value (as
           determined in accordance with the next succeeding sentence) of
           property other than cash since the Issue Date (other than Excluded
           Contributions, Refunding Capital Stock, Designated Preferred Stock
           and Disqualified Stock), plus

                (iv) 100% of the aggregate amount received in cash and the Fair
           Market Value (as determined in accordance with the next succeeding
           sentence) of property other than cash received from (A) the sale or
           other disposition (other than to the Company or a Restricted
           Subsidiary) of Restricted Investments made by the Company and its
           Restricted Subsidiaries and from repurchases and redemptions of such
           Restricted Investments from the Company and its Restricted
           Subsidiaries by any Person (other than the Company or any of its
           Subsidiaries) and from repayments of loans or advances which
           constituted Restricted Investments, (B) the sale (other than to the
           Company or a Subsidiary) of the Capital Stock of an Unrestricted
           Subsidiary or (C) a distribution or dividend from an Unrestricted
           Subsidiary, plus

                (v) in the event any Unrestricted Subsidiary has been
           redesignated as a Restricted Subsidiary or has been merged,
           consolidated or amalgamated with or into, or transfers or conveys its
           assets to, or is liquidated into, the Company or a Restricted
           Subsidiary, the Fair Market Value (as determined in good faith by the
           Board of Directors) of the Investment of the Company in such
           Unrestricted Subsidiary at the time of such redesignation,
           combination or transfer (or of the assets transferred or conveyed, as
           applicable), after deducting any Indebtedness associated with the
           Unrestricted Subsidiary so designated or combined or any Indebtedness
           associated with the assets so transferred or conveyed, not to exceed,
           in the case of any Unrestricted Subsidiary, the amount of Investments
           previously made by the Company or any Restricted Subsidiary in such
           Unrestricted Subsidiary, which amount was included in the calculation
           of the amount of Restricted Payments, less

                (vi) the amount of all Specified Cash Contributions.

     The Fair Market Value of property other than cash covered by clauses (ii),
(iii) and (iv) above shall be determined in good faith by the Company and (A) in
the event of property with a Fair Market Value in excess of $2.5 million, shall
be set forth in an Officers' Certificate or (B) in the event of property with a
Fair Market Value in excess of $10.0 million, shall be set forth in a resolution
approved by at least a majority of the Board of Directors.

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     The foregoing provisions will not prohibit:

          (i) the payment of any dividend or distribution within 60 days after
     the date of declaration thereof, if at the date of declaration such payment
     would have complied with the provisions of the Indenture;

          (ii) (a) the repurchase, retirement or other acquisition of any Equity
     Interests ("Retired Capital Stock") or Subordinated Indebtedness of the
     Company in exchange for, or out of the proceeds of the substantially
     concurrent sale of, Equity Interests of the Company or contributions to the
     equity capital of the Company (other than any Disqualified Stock or any
     Equity Interests sold to a Subsidiary of the Company or to an employee
     stock ownership plan or any trust established by the Company or any of its
     Subsidiaries) (collectively, including any such contributions, "Refunding
     Capital Stock") and (b) the declaration and payment of accrued dividends on
     the Retired Capital Stock out of the proceeds of the substantially
     concurrent sale (other than to a Subsidiary of the Company or to an
     employee stock ownership plan or any trust established by the Company or
     any of its Subsidiaries) of Refunding Capital Stock;

          (iii) (a) the repurchase, retirement or other acquisition for value of
     Equity Interests of the Company held, directly or indirectly, by any
     future, present or former employee, director or consultant of the Company
     or any Subsidiary of the Company or any entity in which any of the
     foregoing has a beneficial or economic ownership interest pursuant to any
     management equity plan or stock option plan or any other management or
     employee benefit or incentive plan or agreement or any other agreement
     pursuant to which stock is held for the benefit of such persons or (b) the
     payment of any dividend or distribution to VSI Management Direct L.P., VSI
     Management II L.P., BCP Volume L.P. or BCP Offshore Volume L.P. or any
     entity in which any of the foregoing has a beneficial or economic ownership
     interest pursuant to any management equity plan or stock option plan or any
     other management or employee benefit or incentive plan or agreement or any
     other agreement pursuant to which stock is held for the benefit of such
     persons to effect the repurchase, retirement or other acquisition for value
     of their Equity Interests held, directly or indirectly, by any future,
     present or former employee, director or consultant of the Company or any
     Subsidiary of the Company or any entity in which any of the foregoing has a
     beneficial or economic ownership interest; provided, however, that, in each
     case, the aggregate amounts paid under this clause (iv) do not exceed $4.0
     million in any calendar year (with unused amounts in any calendar year
     being permitted to be carried over for the two succeeding calendar years);
     provided further, however, that such amount in any calendar year may be
     increased by an amount not to exceed (I) the cash proceeds received by the
     Company or any of its Restricted Subsidiaries from the sale of Equity
     Interests of the Company (other than Disqualified Stock) to members of
     management, directors or consultants of the Company and its Restricted
     Subsidiaries or to VSI Management Direct L.P., BCP Volume L.P. and BCP
     Offshore Volume L.P. for the direct or indirect account of members of
     management, directors or consultants of the Company and its Restricted
     Subsidiaries that occurs after the Issue Date (provided that the amount of
     such cash proceeds utilized for any such repurchase, retirement, other
     acquisition or dividend will not increase the amount available for
     Restricted Payments under clause (c) of the immediately preceding
     paragraph) plus (II) the cash proceeds of key man life insurance policies
     received by the Company and its Restricted Subsidiaries after the Issue
     Date (provided that the Company may elect to apply all or any portion of
     the aggregate increase contemplated by clauses (I) and (II) above in any
     single calendar year);

          (iv) the declaration and payment of dividends or distributions to
     holders of any class or series of Disqualified Stock of the Company or any
     of its Restricted Subsidiaries issued or incurred in accordance with the
     covenant entitled "-- Limitation on Incurrence of Indebtedness and Issuance
     of Disqualified Stock and Preferred Stock;"

          (v) the declaration and payment of dividends or distributions to
     holders of any class or series of Designated Preferred Stock issued after
     the Issue Date; provided, however, that (A) for the most recently ended
     four full fiscal quarters for which internal financial statements are
     available

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<PAGE>

     immediately preceding the date of issuance of such Designated Preferred
     Stock, after giving effect to such issuance (and the payment of dividends
     or distributions) on a pro forma basis, the Company would have had a Fixed
     Charge Coverage Ratio of at least 2.25 to 1.00 and (B) the aggregate amount
     of dividends declared and paid pursuant to this clause (v) does not exceed
     the net cash proceeds received by the Company from the sale of Designated
     Preferred Stock issued after the Issue Date;

          (vi) Investments in Unrestricted Subsidiaries having an aggregate Fair
     Market Value, taken together with all other Investments made pursuant to
     this clause (vi) that are at that time outstanding, not to exceed $35.0
     million (with the Fair Market Value of each Investment being measured at
     the time made and without giving effect to subsequent changes in value);

          (vii) the payment of dividends on the shares of the Company's common
     stock underlying outstanding IDSS or on shares of the Company's common
     stock outstanding upon exchange of any IDSS for the underlying securities
     or issued in connection with the issuance of Additional Notes or other Pari
     Passu Indebtedness evidenced by a different series of notes, the payment of
     dividends on the shares of the Company's common stock and the payment of
     the Participating Dividends up to an aggregate amount equal to      % per
     year of the net proceeds received by the Company from the issuance of
     shares of its common stock and Exchangeable Participating Preferred Stock,
     provided, however,

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            increases above the fiscal 2002 level, the maximum aggregate amount
            of dividends per share the Company may pay in such month may not
            exceed $     by more than 1/12 of 90% of such difference per share.

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            decreases by more than 2%, but by a percentage less than or equal to
            20%, of the fiscal 2002 level, the maximum aggregate amount of
            dividends per share the Company may pay in such month may not exceed
            $     minus 1/12 of the amount of such decrease per share, excluding
            the initial 2%.

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            decreases by more 20% of the fiscal 2002 level, no dividends will be
            payable in such month.

          (viii) Investments that are made with Excluded Contributions;

          (ix) other Restricted Payments in an aggregate amount not to exceed
     $20 million;

          (x) repurchases of Equity Interests deemed to occur upon exercise of
     stock options if such Equity Interests represent a portion of the exercise
     price of such options;

          (xi) the payment of the Base Dividends; and

          (xii) the exchange of the shares of our Exchangeable Participating
     Preferred stock for the underlying Notes and shares of our common stock;

provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (iv), (v), (vi), (vii) and (ix), no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; provided further, however, that for purposes of
determining the aggregate amount expended for Restricted Payments in accordance
with clause (c) of the immediately preceding paragraph, only the amounts
expended under clauses (i), (iv), (v) and (vii) shall be included.

     As of the Issue Date, all of the Company's Subsidiaries will be Restricted
Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become
a Restricted Subsidiary except pursuant to the definition of "Unrestricted
Subsidiary." For purposes of designating any Restricted Subsidiary as an
Unrestricted Subsidiary, all outstanding Investments by the Company and its
Restricted Subsidiaries

                                        97
<PAGE>

(except to the extent repaid) in the Subsidiary so designated will be deemed to
be Restricted Payments in an amount determined as set forth in the last sentence
of the definition of "Investments." Such designation will only be permitted if a
Restricted Payment in such amount would be permitted at such time (whether
pursuant to the first paragraph of this covenant or under clause (vi), (viii) or
(ix)) and if such Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

     Dividend and Other Payment Restrictions Affecting Subsidiaries.  The
Indenture will provide that the Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any Restricted Subsidiary to:

          (a) (i) pay dividends or make any other distributions to the Company
     or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with
     respect to any other interest or participation in, or measured by, its
     profits, or (ii) pay any Indebtedness owed to the Company or any of its
     Restricted Subsidiaries;

          (b) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (c) sell, lease or transfer any of its properties or assets to the
     Company or any of its Restricted Subsidiaries except in each case for such
     encumbrances or restrictions existing under or by reason of:

             (1) contractual encumbrances or restrictions in effect on the Issue
        Date, including pursuant to the Credit Agreement and the other Senior
        Credit Documents;

             (2) the Indenture and the Notes;

             (3) applicable law or any applicable rule, regulation or order;

             (4) any agreement or other instrument relating to Indebtedness of a
        Person acquired by the Company or any Restricted Subsidiary which was in
        existence at the time of such acquisition (but not created in
        contemplation thereof or to provide all or any portion of the funds or
        credit support utilized to consummate such acquisition), which
        encumbrance or restriction is not applicable to any Person, or the
        properties or assets of any Person, other than the Person, or the
        property or assets of the Person, so acquired;

             (5) any restriction with respect to a Restricted Subsidiary imposed
        pursuant to an agreement entered into for the sale or disposition of all
        or substantially all the Capital Stock or assets of such Restricted
        Subsidiary pending the closing of such sale or disposition;

             (6) Secured Indebtedness otherwise permitted to be Incurred
        pursuant to the covenants described under "-- Limitations on Incurrence
        of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"
        and "-- Liens" that limit the right of the debtor to dispose of the
        assets securing such Indebtedness;

             (7) restrictions on cash or other deposits or net worth imposed by
        customers under contracts entered into in the ordinary course of
        business;

             (8) customary provisions in joint venture agreements and other
        similar agreements entered into in the ordinary course of business;

             (9) customary provisions contained in leases, agreements to provide
        services and other similar agreements entered into in the ordinary
        course of business that impose restrictions of the type described in
        clause (c) above;

             (10) other Indebtedness of Restricted Subsidiaries permitted to be
        Incurred subsequent to the Issue Date pursuant to clause (l) of the
        second paragraph of the covenant described under "-- Limitations on
        Incurrence of Indebtedness and Issuance of Disqualified Stock and
        Preferred Stock;" or

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<PAGE>

             (11) any encumbrances or restrictions of the type referred to in
        clauses (a), (b) and (c) above imposed by any amendments, modifications,
        restatements, renewals, increases, supplements, refundings, replacements
        or refinancings of the contracts, instruments or obligations referred to
        in clauses (1) through (10) above; provided that such amendments,
        modifications, restatements, renewals, increases, supplements,
        refundings, replacements or refinancings are, in the good faith judgment
        of the Board of Directors, no more restrictive with respect to such
        dividend and other payment restrictions than those contained in the
        dividend or other payment restrictions prior to such amendment,
        modification, restatement, renewal, increase, supplement, refunding,
        replacement or refinancing.

     Asset Sales.  The Indenture will provide that the Company will not, and
will not permit any of its Restricted Subsidiaries to, cause or make an Asset
Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (as determined in good faith by the Company) of the assets
sold or otherwise disposed of and (y) except in the case of a Permitted Asset
Swap, at least 75% of the consideration therefor received by the Company, or
such Restricted Subsidiary, as the case may be, is in the form of Cash
Equivalents; provided that the amount of:

          (a) any liabilities (as shown on the Company's or such Restricted
     Subsidiary's most recent balance sheet or in the notes thereto) of the
     Company or any Restricted Subsidiary (other than liabilities that are by
     their terms subordinated to the Notes) that are assumed by the transferee
     of any such assets;

          (b) any notes or other obligations or other securities received by the
     Company or such Restricted Subsidiary from such transferee that are
     converted by the Company or such Restricted Subsidiary into cash within 180
     days of the receipt thereof (to the extent of the cash received); and

          (c) any Designated Noncash Consideration received by the Company or
     any of its Restricted Subsidiaries in such Asset Sale having an aggregate
     Fair Market Value, taken together with all other Designated Noncash
     Consideration received pursuant to this clause (c) that is at that time
     outstanding, not to exceed the greater of 7.5% of Total Assets or $10.0
     million (with the Fair Market Value of each item of Designated Noncash
     Consideration being measured at the time received and without giving effect
     to subsequent changes in value)

shall be deemed to be Cash Equivalents for the purposes of this provision.

     Within 365 days after the Company's or any Restricted Subsidiary's receipt
of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary
may apply the Net Proceeds from such Asset Sale, at its option:

          (i) to permanently reduce Obligations under the Credit Agreement (and,
     in the case of revolving Obligations, to correspondingly reduce commitments
     with respect thereto) or other Senior Indebtedness or Pari Passu
     Indebtedness (provided that if the Company shall so reduce Obligations
     under Pari Passu Indebtedness, it will equally and ratably reduce
     Obligations under the Notes by making an offer (in accordance with the
     procedures set forth below for an Asset Sale Offer) to all Holders to
     purchase at a purchase price equal to 100% of the principal amount thereof,
     plus accrued and unpaid interest, if any, the pro rata principal amount of
     Notes) or Indebtedness of a Restricted Subsidiary, in each case other than
     Indebtedness owed to the Company or an Affiliate of the Company;

          (ii) to an investment in any one or more businesses, capital
     expenditures or acquisitions of other assets in each case used or useful in
     a Similar Business; and/or

          (iii) to make an investment in properties or assets that replace the
     properties and assets that are the subject of such Asset Sale.

     Pending the final application of any such Net Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Net
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<PAGE>

Proceeds in Cash Equivalents or Investment Grade Securities. The Indenture will
provide that any Net Proceeds from any Asset Sale that are not applied as
provided and within the time period set forth in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds". When the aggregate
amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer
to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the Indenture. The
Company will commence an Asset Sale Offer with respect to Excess Proceeds within
ten Business Days after the date that Excess Proceeds exceed $15.0 million by
mailing the notice required pursuant to the terms of the Indenture, with a copy
to the Trustee. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in
the manner described below. Upon completion of any such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations to the extent such
laws or regulations are applicable in connection with the repurchase of the
Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the Indenture,
the Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in the Indenture
by virtue thereof.

     If more Notes are tendered pursuant to an Asset Sale Offer than the Company
is required to purchase, selection of such Notes for purchase will be made by
the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which such Notes are listed, or if such Notes
are not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements).

     Notices of an Asset Sale Offer shall be mailed by first class mail, postage
prepaid, at least 30 but not more than 60 days before the purchase date to each
Holder of Notes at such Holder's registered address. If any Note is to be
purchased in part only, any notice of purchase that relates to such Note shall
state the portion of the principal amount thereof that has been or is to be
purchased.

     A new Note in principal amount equal to the unpurchased portion of any Note
purchased in part will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the purchase date unless the
Company defaults in payment of the purchase price, interest shall cease to
accrue on Notes or portions thereof purchased.

     Transactions with Affiliates.  The Indenture will provide that the Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any payment to, or sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from,
or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction") involving aggregate consideration in excess of $2.5 million,
unless:

          (a) such Affiliate Transaction is on terms that are not materially
     less favorable to the Company or the relevant Restricted Subsidiary than
     those that could have been obtained in a comparable transaction by the
     Company or such Restricted Subsidiary with an unrelated Person; and

          (b) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $10.0
     million, the Company delivers to the Trustee a resolution adopted by the
     majority of the Board of Directors of the Company, approving such Affiliate
     Transaction and set forth in an Officers' Certificate certifying that such
     Affiliate Transaction complies with clause (a) above.

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     The foregoing provisions will not apply to the following:

          (i) transactions between or among the Company and/or any of its
     Restricted Subsidiaries;

          (ii) Permitted Investments and Restricted Payments permitted by the
     provisions of the Indenture described above under the covenant
     "-- Limitation on Restricted Payments;"

          (iii) the payment of reasonable and customary fees paid to, and
     indemnity provided on behalf of, officers, directors, employees or
     consultants of the Company or any Restricted Subsidiary;

          (iv) transactions in which the Company or any of its Restricted
     Subsidiaries, as the case may be, delivers to the Trustee a letter from an
     Independent Financial Advisor stating that such transaction is fair to the
     Company or such Restricted Subsidiary from a financial point of view or
     meets the requirements of clause (a) of the preceding paragraph;

          (v) payments or loans to employees or consultants in the ordinary
     course of business which are approved by a majority of the Board of
     Directors of the Company in good faith;

          (vi) any agreement as in effect as of the Issue Date or any amendment
     thereto (so long as any such amendment is not disadvantageous to the
     holders of the Notes in any material respect) or any transaction
     contemplated thereby;

          (vii) the existence of, or the performance by the Company or any of
     its Restricted Subsidiaries of its obligations under the terms of, any
     stockholders agreement (including any registration rights agreement or
     purchase agreement related thereto) to which it is a party as of the Issue
     Date and any similar agreements which it may enter into thereafter;
     provided, however, that the existence of, or the performance by the Company
     or any of its Restricted Subsidiaries of its obligations under any future
     amendment to any such existing agreement or under any similar agreement
     entered into after the Issue Date shall only be permitted by this clause
     (viii) to the extent that the terms of any such amendment or new agreement
     are not otherwise disadvantageous to the Holders of the Notes in any
     material respect;

          (viii) transactions with customers, clients, suppliers or purchasers
     or sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of the Indenture, which
     are fair to the Company and its Restricted Subsidiaries in the reasonable
     determination of the Board of Directors or the senior management of the
     Company, or are on terms at least as favorable as might reasonably have
     been obtained at such time from an unaffiliated party; and

          (ix) the issuance of Capital Stock (other than Disqualified Stock) of
     the Company or IDSS in respect of the Company's securities (including such
     underlying securities) or Additional Notes or other Pari Passu Indebtedness
     evidenced by a different series of notes or shares of the Company's Capital
     Stock to any Permitted Holder.

     Liens.  The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
Incur or suffer to exist any Lien on any asset or property of the Company or
such Restricted Subsidiary, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, that secures any obligations of
the Company or any of its Subsidiaries (other than Senior Indebtedness) unless
the Notes are equally and ratably secured with (or on a senior basis to, in the
case of obligations subordinated in right of payment to the Notes) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence will not require the Company or any
Restricted Subsidiary to secure the Notes if the Lien consists of a Permitted
Lien.

     The Indenture will provide that no Guarantor will directly or indirectly
create, Incur or suffer to exist any Lien on any asset or property of such
Guarantor or any income or profits therefrom, or assign or convey any right to
receive income therefrom, that secures any obligation of such Guarantor (other
than Senior Indebtedness of such Guarantor) unless the Guarantee of such
Guarantor is equally and ratably

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secured with (or on a senior basis to, in the case of obligations subordinated
on right of payment to such Guarantor's Guarantee) the obligations so secured or
until such time as such obligations are no longer secured by a Lien. The
preceding sentence will not require any Guarantor to secure its Guarantee if the
Lien consists of a Permitted Lien.

     Reports and Other Information.  The Indenture will provide that
notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on
an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the Commission, the
Company will file with the Commission (and provide the Trustee and Holders with
copies thereof, without cost to each Holder, within 15 days after it files them
with the Commission), documents and reports that are specified in Sections 13
and 15(d) of the Exchange Act within the time periods specified therein;
provided, however, the Company shall not be so obligated to file such documents
and other reports with the Commission if the Commission does not permit such
filing, in which event the Company will make available such information to
prospective purchasers of Notes, in addition to providing such information to
the Trustee and the Holders, in each case within 15 days after the time the
Company would be required to file such information with the Commission if it
were subject to Section 13 or 15(d) of the Exchange Act.

     Future Guarantors.  The Indenture will provide that the Company will cause
each Restricted Subsidiary organized under the laws of the United States of
America or any state or territory thereof that Incurs Indebtedness or issues
shares of Disqualified Stock or Preferred Stock to execute and deliver to the
Trustee a supplemental indenture pursuant to which such Subsidiary will
guarantee payment of the Notes. Each Guarantee will be limited to an amount not
to exceed the maximum amount that can be guaranteed by that Subsidiary without
rendering the Guarantee, as it relates to such Subsidiary, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

MERGER, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

     The Indenture will provide that the Company may not consolidate or merge
with or into or wind up into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related
transactions, to any Person unless (i) the Company is the surviving corporation
or the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease, conveyance
or other disposition will have been made is a corporation, partnership or
limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof
(the Company or such Person, as the case may be, being herein called the
"Successor Company"); (ii) the Successor Company (if other than the Company)
expressly assumes all the obligations of the Company under the Indenture and the
Notes pursuant to a supplemental indenture or other documents or instruments in
form reasonably satisfactory to the Trustee; (iii) immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any of its Restricted Subsidiaries as a
result of such transaction as having been Incurred by the Successor Company or
such Restricted Subsidiary at the time of such transaction) no Default or Event
of Default shall have occurred and be continuing; (iv) immediately after giving
pro forma effect to such transaction, as if such transaction had occurred at the
beginning of the applicable four-quarter period, either (A) the Successor
Company would be permitted to Incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence
of the covenant described under "-- Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock and Preferred Stock" or (B) the Fixed Charge
Coverage Ratio for the Successor Company and its Restricted Subsidiaries would
be greater than or equal to such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction; (v) each Guarantor, unless
it is the other party to the transactions described above, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person's
obligations under the Indenture and the Notes; and (vi) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each

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stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the Indenture. The Successor Company will succeed
to, and be substituted for, the Company under the Indenture and the Notes.
Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company or to another Restricted Subsidiary and (b)
the Company may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another state of the United States so long as the
amount of Indebtedness of the Company and its Restricted Subsidiaries is not
increased thereby.

     The Indenture will further provide that, subject to certain limitations
described in the Indenture governing release of a Guarantee upon the sale or
disposition of a Guarantor, each Guarantor will not, and the Company will not
permit a Guarantor to, consolidate or merge with or into or wind up into
(whether or not such Guarantor is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, any Person unless
(i) such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, partnership or limited liability company
organized or existing under the laws of the United States, any state thereof,
the District of Columbia, or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the "Successor Guarantor"); (ii)
the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under the Indenture and such Guarantor's Guarantee
pursuant to a supplemental indenture or other documents or instruments in form
reasonably satisfactory to the Trustee; (iii) immediately after giving effect to
such transaction (and treating any Indebtedness which becomes an obligation of
the Successor Guarantor or any of its Subsidiaries as a result of such
transaction as having been Incurred by the Successor Guarantor or such
Subsidiary at the time of such transaction) no Default or Event of Default shall
have occurred and be continuing; and (iv) the Guarantor shall have delivered or
caused to be delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with the Indenture. Subject to certain
limitations described in the Indenture, the Successor Guarantor will succeed to,
and be substituted for, such Guarantor under the Indenture and such Guarantor's
Guarantee. Notwithstanding the foregoing clause (iii), a Guarantor may merge
with an Affiliate incorporated solely for the purpose of reincorporating such
Guarantor in another state of the United States so long as the amount of
Indebtedness of the Guarantor is not increased thereby.

DEFAULTS

     An Event of Default will be defined in the Indenture as (i) a default in
any payment of interest on any Note when due, whether or not prohibited by the
provisions described under "-- Ranking" above, continued for 30 days, subject to
the interest deferral provisions contained in the Indenture, (ii) a default in
the payment of principal or premium, if any, of any Note when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise, whether or not such payment is prohibited by the provisions
described under "-- Ranking" above, (iii) the failure by the Company to comply
with its obligations under the covenant described under "-- Merger,
Consolidation or Sale of All or Substantially All Assets" above, (iv) the
failure by the Company to comply for 30 days after notice with any of its
obligations under the covenants described under "-- Change of Control" or
"-- Certain Covenants" above (in each case, other than a failure to purchase
Notes), (v) the failure by the Company to comply for 60 days after notice with
its other agreements contained in the Notes or the Indenture, (vi) the failure
by the Company or any Significant Subsidiary to pay any Indebtedness (other than
Indebtedness owing to the Company or a Restricted Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $15.0 million or its foreign
currency equivalent (the "cross acceleration provision"), (vii) certain events
of bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary (the "bankruptcy provisions"), (viii) the rendering of any judgment
or decree for the payment of money (other than judgments which are covered
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by enforceable insurance policies issued by solvent carriers) in excess of $15.0
million or its foreign currency equivalent against the Company or a Significant
Subsidiary if (A) an enforcement proceeding thereon is commenced and not
discharged or stayed within    days thereafter or (B) such judgment or decree
remains outstanding for a period of 60 days following such judgment and is not
discharged, waived or stayed (the "judgment default provision") or (ix) any
Guarantee ceases to be in full force and effect, except as contemplated by the
terms thereof, or any Guarantor denies or disaffirms its obligations under the
Indenture or any Guarantee and the Default continues for 10 days.

     The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

     However, a default under clause (iv) or (v) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified in clauses (iv) and (v) hereof after
receipt of such notice.

     Subject to the provisions regarding any Forebearance Period, if an Event of
Default (other than a Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Notes by notice to the Company may declare the principal of, premium, if any,
and accrued but unpaid interest on all the Notes to be due and payable. Upon
such a declaration, such principal, premium and interest will be due and payable
immediately. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company occurs, the principal of, premium,
if any, and interest on all the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.
Under certain circumstances, the Holders of a majority in principal amount of
the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

     Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes unless (i) such Holder has
previously given the Trustee notice that an Event of Default is continuing, (ii)
Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee to pursue the remedy, (iii) such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity, and (v) the
Holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture or that the Trustee determines is unduly prejudicial to the rights of
any other Holder or that would involve the Trustee in personal liability. Prior
to taking any action under the Indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

     The Indenture will provide that if a Default occurs and is continuing and
is actually known to the Trustee, the Trustee must mail to each Holder notice of
the Default within the earlier of 90 days after it occurs or 30 days after it is
actually known to a Trust Officer or written notice of it is received by the
Trustee. Except in the case of a Default in the payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding notice is in the interests of the Noteholders. In addition, the
Company is required to deliver, to the Trustee, within 120 days after the end of
each fiscal year, a certificate indicating

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whether the signers thereof know of any Default that occurred during the
previous year. The Company also is required to deliver to the Trustee, within 30
days after the occurrence thereof, written notice of any event which would
constitute certain Defaults, their status and what action the Company is taking
or proposes to take in respect thereof.

AMENDMENTS AND WAIVERS

     Subject to certain exceptions, the Indenture may be amended with the
consent of the Holders of a majority in principal amount of the Notes then
outstanding and any past default or compliance with any provisions may be waived
with the consent of the Holders of a majority in principal amount of the Notes
then outstanding. However, without the consent of each Holder of an outstanding
Note affected, no amendment may, among other things, (i) reduce the amount of
Notes whose Holders must consent to an amendment, (ii) reduce the rate of or
extend the time for payment of interest on any Note, (iii) reduce the principal
of or extend the Stated Maturity of any Note, (iv) reduce the premium payable
upon the redemption of any Note or change the time at which any Note may be
redeemed as described under "Optional Redemption" above, (v) make any Note
payable in money other than that stated in the Note, (vi) make any change to the
subordination provisions of the Indenture that adversely affects the rights of
any Holder, (vii) impair the right of any Holder to receive payment of principal
of, premium, if any, and interest on such Holder's Notes on or after the due
dates therefor or to institute suit for the enforcement of any payment on or
with respect to such Holder's Notes, (viii) make any change in the amendment
provisions which require each Holder's consent or in the waiver provisions or
(ix) modify the Guarantees in any manner adverse to the Holders.

     Without the consent of any Holder, the Company and Trustee may amend the
Indenture to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation, partnership or limited liability
company of the obligations of the Company under the Indenture, to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Internal Revenue Code, or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Internal
Revenue Code), to add Guarantees with respect to the Notes, to secure the Notes,
to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any Holder, to comply with any
requirement of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act of 1939 or to make certain changes to the
Indenture to provide for the issuance of Additional Notes. However, no amendment
may be made to the subordination provisions of the Indenture that adversely
affects the rights of any holder of Senior Indebtedness then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

     The consent of the Noteholders is not necessary under the Indenture to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.

     After an amendment under the Indenture becomes effective, the Company is
required to mail to Noteholders a notice briefly describing such amendment.
However, the failure to give such notice to all Noteholders, or any defect
therein, will not impair or affect the validity of the amendment.

DEFEASANCE

     The Company at any time may terminate all its obligations under the Notes
and the Indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the Notes, to replace mutilated, destroyed, lost or
stolen Notes and to maintain a registrar and paying agent in respect of the
Notes. The Company at any time may terminate its obligations under the covenants
described under "Certain Covenants," the operation of the cross acceleration
provision, the bankruptcy provisions with respect to Subsidiaries and the
judgment default provision described under "-- Defaults" above and the
limitations contained in clause (iv) of the

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first paragraph under "Merger, Consolidation or Sale of All or Substantially All
Assets" above ("covenant defeasance"). If the Company exercises its legal
defeasance option or its covenant defeasance option, each Guarantor will be
released from all of its obligations with respect to its Guarantee.

     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, payment of the Notes may not be accelerated because of
an Event of Default with respect thereto. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an
Event of Default specified in clause (iv), (vi), (vii) with respect only to
Significant Subsidiaries or (viii) with respect only to Significant Subsidiaries
under "-- Defaults" above or because of the failure of the Company to comply
with clause (iv) of the first paragraph under "-- Merger, Consolidation or Sale
of All or Substantially All Assets" above.

     In order to exercise either defeasance option, the Company must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium (if any) and
interest on the Notes to redemption or maturity, as the case may be, and must
comply with certain other conditions, including delivery to the Trustee of an
Opinion of Counsel to the effect that holders of the Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
deposit and defeasance and will be subject to U.S. federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred (and, in the case of legal
defeasance only, such Opinion of Counsel must be based on a ruling of the
Internal Revenue Service or other change in applicable U.S. federal income tax
law).

CONCERNING THE TRUSTEE

               is to be the Trustee under the Indenture.

GOVERNING LAW

     The Indenture will provide that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York.

CERTAIN DEFINITIONS

     "Acquired Indebtedness" means, with respect to any specified Person:

          (i) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Restricted Subsidiary of such
     specified Person; and

          (ii) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person,

in each case, other than Indebtedness Incurred as consideration in, in
contemplation of, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was otherwise acquired by such Person, or such asset was acquired
by such person, as applicable.

     "Adjusted EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period plus, without
duplication:

          (i) provision for taxes based on income or profits of such Person for
     such period deducted in computing Consolidated Net Income, plus

          (ii) Consolidated Interest Expense of such Person for such period to
     the extent the same was deducted in computing Consolidated Net Income, plus

          (iii) Consolidated Depreciation and Amortization Expense of such
     Person for such period to the extent such Consolidated Depreciation and
     Amortization Expense was deducted in computing Consolidated Net Income,
     plus
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<PAGE>

          (iv) any non-recurring fees, expenses or charges related to any
     Securities Offering, Permitted Investment, acquisition or Indebtedness
     permitted to be Incurred by the Indenture (in each case, whether or not
     successful), deducted in such period in computing Consolidated Net Income,
     plus

          (v) the amount of any nonrecurring charges related to client contract
     terminations or one-time severance costs incurred in connection with
     acquisitions deducted in such period in computing Consolidated Net Income,
     plus

          (vi) any other noncash charges reducing Consolidated Net Income for
     such period (excluding any such charge which requires an accrual of, or
     cash reserve for, anticipated cash charges for any future period), plus

          (vii) the amount of annual management, monitoring, consulting and
     advisory fees and related expenses paid to Blackstone and GE Capital
     deducted in such period in computing Consolidated Net Income in an amount
     not to exceed $1.5 million during any fiscal year,

     less, without duplication,

          (viii) noncash items increasing Consolidated Net Income of such Person
     for such period (excluding any items which represent the reversal of any
     accrual of, or cash reserve for, anticipated cash charges in any prior
     period).

     Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization of, a Subsidiary of the
Company shall be added to Consolidated Net Income to compute EBITDA only to the
extent (and in the same proportion) that the Net Income of such Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be paid as a dividend
to the Company by such Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Subsidiary or its stockholders.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of the
provisions described under "-- Certain Covenants -- Transactions with
Affiliates" and "-- Certain Covenants -- Asset Sales" only, "Affiliate" shall
also mean any beneficial owner of shares representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

     "Asset Sale" means:

          (i) the sale, conveyance, transfer or other disposition (whether in a
     single transaction or a series of related transactions) of property or
     assets (including by way of a Sale/Leaseback Transaction) of the Company or
     any Restricted Subsidiary (each referred to in this definition as a
     "disposition"); or

          (ii) the issuance or sale of Equity Interests of any Restricted
     Subsidiary (other than to the Company or another Restricted
     Subsidiary)(whether in a single transaction or a series of related
     transactions),

     in each case other than:

             (a) a disposition of Cash Equivalents or Investment Grade
        Securities or obsolete or worn out equipment in the ordinary course of
        business;

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<PAGE>

             (b) the disposition of all or substantially all of the assets of
        the Company in a manner permitted pursuant to the provisions described
        above under "-- Merger, Consolidation or Sale of All or Substantially
        All Assets" or any disposition that constitutes a Change of Control;

             (c) any Restricted Payment or Permitted Investment that is
        permitted to be made, and is made, under the covenant described above
        under "-- Limitation on Restricted Payments;"

             (d) any disposition of assets with an aggregate Fair Market Value
        of less than $2.0 million;

             (e) any disposition of property or assets by a Restricted
        Subsidiary to the Company or by the Company or a Restricted Subsidiary
        to a Restricted Subsidiary;

             (f) any exchange of like property pursuant to Section 1031 of the
        Internal Revenue Code of 1986, as amended, for use in a Similar
        Business;

             (g) sales of assets received by the Company upon the foreclosure on
        a Lien;

             (h) any sale of Equity Interests in, or Indebtedness or other
        securities of, an Unrestricted Subsidiary; and

             (i) sales of inventory in the ordinary course of business
        consistent with past practices and sales of equipment upon termination
        of a contract with a client entered into in the ordinary course of
        business pursuant to the terms of such contract.

     "Bank Indebtedness" means any and all amounts payable under or in respect
of the Credit Agreement, the other Senior Credit Documents and any Refinancing
Indebtedness with respect thereto, as amended from time to time, including
principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof.

     "Blackstone" means Blackstone Capital Partners II Merchant Banking Fund
L.P. and its Affiliates.

     "Base Dividends" means dividends at the annual rate of   % of the
liquidation preference of the outstanding shares of the Company's   %
Exchangeable Participating Preferred Stock.

     "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

     "Business Day" means a day other than a Saturday, Sunday or other day on
which banking institutions in New York State are authorized or required by law
to close.

     "Capitalized Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized and reflected as a liability on
a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

     "Capital Stock" means:

          (i) in the case of a corporation, corporate stock, including, without
     limitation, corporate stock underlying IDSS and corporate stock outstanding
     upon the exchange of IDSS for the underlying securities;

          (ii) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (iii) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (iv) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.

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<PAGE>

     "Cash Equivalents" means:

          (i) U.S. dollars and foreign currency exchanged into U.S. dollars
     within 180 days;

          (ii) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof;

          (iii) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not exceeding one year and overnight
     bank deposits, in each case with any commercial bank having capital and
     surplus in excess of $500.0 million and whose long-term debt is rated "A"
     or the equivalent thereof by Moody's or S&P;

          (iv) repurchase obligations for underlying securities of the types
     described in clauses (ii) and (iii) above entered into with any financial
     institution meeting the qualifications specified in clause (iii) above;

          (v) commercial paper issued by a corporation (other than an Affiliate
     of the Company) rated at least "A-2" or the equivalent thereof by Moody's
     or S&P and in each case maturing within one year after the date of
     acquisition;

          (vi) investment funds investing at least 95% of their assets in
     securities of the types described in clauses (i) through (v) above;

          (vii) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P;
     and

          (viii) Indebtedness or preferred stock issued by Persons with a rating
     of "A" or higher from S&P or "A-2" or higher from Moody's.

     "Company" means Volume Services America Holdings, Inc. until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained in the Indenture and required by the Trust Indenture Act,
each other obligor on the Notes.

     "Consolidated Depreciation and Amortization Expense" means with respect to
any Person for any period, the total amount of depreciation and amortization
expense of such Person and its Restricted Subsidiaries for such period on a
consolidated basis and otherwise determined in accordance with GAAP.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of: (i) consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income (including
amortization of original issue discount, the interest component of Capitalized
Lease Obligations (or any financing lease which has substantially the same
economic effect as a Capitalized Lease Obligation) and net payments and receipts
(if any) pursuant to Hedging Obligations and excluding amortization of deferred
financing fees), (ii) consolidated capitalized interest of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and (iii) the
earned discount or yield with respect to the sale of receivables.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis; provided, however, that:

          (i) any net after-tax extraordinary gains or losses (less all fees and
     expenses relating thereto) shall be excluded;

          (ii) any increase in amortization or depreciation resulting from
     purchase accounting in relation to any acquisition that is consummated
     after the Issue Date, net of taxes, shall be excluded;

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<PAGE>

          (iii) the Net Income for such period shall not include the cumulative
     effect of a change in accounting principles during such period;

          (iv) any net after-tax income or loss from discontinued operations and
     any net after-tax gains or losses on disposal of discontinued operations
     shall be excluded;

          (v) any net after-tax gains or losses (less all fees and expenses
     relating thereto) attributable to asset dispositions other than in the
     ordinary course of business (as determined in good faith by the Board of
     Directors) shall be excluded;

          (vi) the Net Income for such period of any Person that is not a
     Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is
     accounted for by the equity method of accounting, shall be included only to
     the extent of the amount of dividends or distributions or other payments
     paid in cash (or to the extent converted into cash) to the referent Person
     or a Restricted Subsidiary thereof in respect of such period; and

          (vii) the Net Income for such period of any Restricted Subsidiary
     shall be excluded to the extent that the declaration or payment of
     dividends or similar distributions by such Restricted Subsidiary of its Net
     Income is not at the date of determination permitted without any prior
     governmental approval (which has not been obtained) or, directly or
     indirectly, by the operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary or its stockholders,
     unless such restrictions with respect to the payment of dividends or in
     similar distributions have been legally waived; provided that the net loss
     of any such Restricted Subsidiary shall be included.

     Notwithstanding the foregoing, for the purpose of the covenant described
under "-- Limitation on Restricted Payments" only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clauses (c)(iv) and (v) thereof.

     "Continuing Directors" means, as of any date of determination, any member
of the Company's Board of Directors who:

          (i) was a member of the Company's Board of Directors on the date of
     the Indenture; or

          (ii) was nominated for election or elected to the Board of Directors
     with the affirmative vote of at least a majority of the Continuing
     Directors who were members of the Company's Board of Directors at the time
     of the nomination or election.

     "Contribution Indebtedness" means Indebtedness of the Company in an
aggregate principal amount not greater than the amount of all Specified Cash
Contributions, provided that such Contribution Indebtedness (i) has a Stated
Maturity later than the Stated Maturity of the Notes, (ii) is Incurred
substantially concurrently with such Specified Cash Contributions, and (iii) is
so designated as Contribution Indebtedness pursuant to an Officers' Certificate
on the Incurrence date thereof.

     "Credit Agreement" means the credit agreement dated as of           , as
amended, restated, supplemented, waived, replaced, restructured, repaid,
refunded, refinanced or otherwise modified from time to time, including any
agreement extending the maturity thereof or otherwise restructuring all or any
portion of the Indebtedness under such agreement (except to the extent that any
such amendment, restatement, supplement, waiver, replacement, refunding,
refinancing or other modification thereto would be prohibited by the terms of
the Indenture, unless otherwise agreed to by the Holders of at least a majority
in aggregate principal amount of Notes at the time outstanding), among the
Company, the Subsidiaries of the Company named therein, the financial
institutions named therein and The Canadian Imperial Bank of Commerce, as
Administrative Agent.

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     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Designated Noncash Consideration" means the Fair Market Value of noncash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, less the amount of Cash Equivalents received in connection with
a subsequent sale of such Designated Noncash Consideration.

     "Designated Preferred Stock" means Preferred Stock of the Company (other
than Disqualified Stock) that is issued for cash (other than to a Subsidiary of
the Company or an employee stock ownership plan or trust established by the
Company or any of its Subsidiaries) and is so designated as Designated Preferred
Stock, pursuant to an Officers' Certificate, on the issuance date thereof, the
cash proceeds of which are excluded from the calculation set forth in clause (c)
of the covenant described under "-- Limitation on Restricted Payments."

     "Designated Senior Indebtedness" means (i) the Bank Indebtedness and (ii)
any other Senior Indebtedness of the Company.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is redeemable or exchangeable), or upon the
happening of any event;

          (i) matures or is mandatorily redeemable, pursuant to a sinking fund
     obligation or otherwise;

          (ii) is convertible or exchangeable for Indebtedness or Disqualified
     Stock; or

          (iii) is redeemable at the option of the holder thereof, in whole or
     in part, in each case prior to the first anniversary of the maturity date
     of the Notes;

provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such first anniversary shall be deemed
to be Disqualified Stock; provided further, however, that if such Capital Stock
is issued to any employee or to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability. Notwithstanding anything contrary herein, the Company's Exchangeable
Participating Preferred Stock shall not be Disqualified Stock.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Excluded Contributions" means the net cash proceeds received by the
Company after the Issue Date from (i) contributions to its common equity capital
and (ii) the sale (other than to a Subsidiary of the Company or to any Company
or Subsidiary management equity plan or stock option plan or any other
management or employee benefit plan or agreement) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Company, in each case
designated as Excluded Contributions pursuant to an Officers' Certificate
executed by an Officer of the Company, the cash proceeds of which are excluded
from the calculation set forth in clause (c) of the first paragraph of the
"-- Limitation on Restricted Payments" covenant.

     "Fair Market Value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.

     "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of Adjusted EBITDA of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the Company or any of
its Restricted Subsidiaries Incurs or redeems any Indebtedness
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(other than in the case of revolving credit borrowings, in which case interest
expense shall be computed based upon the average daily balance of such
Indebtedness during the applicable period) or issues or redeems Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the event for which the calculation of
the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
Incurrence or redemption of Indebtedness, or such issuance or redemption of
Preferred Stock, as if the same had occurred at the beginning of the applicable
four-quarter period.

     For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and discontinued operations
(as determined in accordance with GAAP), in each case with respect to an
operating unit of a business, that have been made by the Company or any of its
Restricted Subsidiaries during the four-quarter reference period or subsequent
to such reference period and on or prior to or simultaneously with the
Calculation Date shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, discontinued operations, mergers and
consolidations (and the reduction of any associated fixed charge obligations and
the change in Adjusted EBITDA resulting therefrom) had occurred on the first day
of the four-quarter reference period. If since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such
period) shall have made any Investment, acquisition, disposition, discontinued
operation, merger or consolidation, in each case with respect to an operating
unit of a business, that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger or consolidation had occurred at the
beginning of the applicable four-quarter period.

     For purposes of this definition, whenever pro forma effect is to be given
to any transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness if such
Hedging Obligation has a remaining term in excess of 12 months). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP.

     For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Company may designate. Any such pro forma calculation may
include adjustments appropriate, in the reasonable determination of the Company
as set forth in an Officers' Certificate, to reflect operating expense
reductions reasonably expected to result from any acquisition or merger.

     "Fixed Charges" means, with respect to any Person for any period, the sum
of (i) Consolidated Interest Expense of such Person for such period and (ii) all
cash dividend payments (excluding items eliminated in consolidation) on any
series of Preferred Stock or Disqualified Stock of such Person and its
Subsidiaries.

     "Foreign Subsidiary" means a Restricted Subsidiary not organized or
existing under the laws of the United States of America or any state or
territory thereof.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements
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by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date. For the purposes
of the Indenture, the term "consolidated" with respect to any Person shall mean
such Person consolidated with its Restricted Subsidiaries, and shall not include
any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted
Subsidiary will be accounted for as an Investment.

     "GE Capital" means General Electric Capital Corporation and its Affiliates.

     "Government Securities" means securities that are:

          (i) direct obligations of the United States of America for the timely
     payment of which its full faith and credit is pledged; or

          (ii) obligations of a Person controlled or supervised by and acting as
     an agency or instrumentality of the United States of America the timely
     payment of which is unconditionally guaranteed as a full faith and credit
     obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with respect to
any such Government Securities or a specific payment of principal of or interest
on any such Government Securities held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of
principal of or interest on the Government Securities evidenced by such
depository receipt.

     "guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.

     "Guarantee" means any guarantee of the obligations of the Company under the
Indenture and the Notes by any Person in accordance with the provisions of the
Indenture.

     "Guarantor" means any Person that Incurs a Guarantee; provided that upon
the release or discharge of such Person from its Guarantee in accordance with
the Indenture, such Person ceases to be a Guarantor.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) currency exchange, interest rate or commodity swap
agreements, currency exchange, interest rate or commodity cap agreements and
currency exchange, interest rate or commodity collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange, interest rates or commodity prices.

     "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

     "IDSS" means the Company's Income Depositary Securities, whether currently
outstanding or as may be issued from time to time.

     "Incur" means issue, assume, guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
person at the time it becomes a Subsidiary.

     "Indebtedness" means, with respect to any Person:

          (i) the principal and premium (if any) of any indebtedness of such
     Person, whether or not contingent:

             (a) in respect of borrowed money;

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<PAGE>

             (b) evidenced by bonds, notes, debentures or similar instruments or
        letters of credit or bankers' acceptances (or, without duplication,
        reimbursement agreements in respect thereof);

             (c) representing the deferred and unpaid purchase price of any
        property, except any such balance that constitutes a trade payable or
        similar obligation to a trade creditor due within six months from the
        date on which it is Incurred, in each case Incurred in the ordinary
        course of business, which purchase price is due more than six months
        after the date of placing the property in service or taking delivery and
        title thereto;

             (d) in respect of Capitalized Lease Obligations; or

             (e) representing any Hedging Obligations,

     if and to the extent that any of the foregoing Indebtedness (other than
     letters of credit and Hedging Obligations) would appear as a liability on a
     balance sheet (excluding the footnotes thereto) of such Person prepared in
     accordance with GAAP;

          (ii) to the extent not otherwise included, any obligation of such
     Person to be liable for, or to pay, as obligor, guarantor or otherwise, on
     the Indebtedness of another Person (other than by endorsement of negotiable
     instruments for collection in the ordinary course of business); and

          (iii) to the extent not otherwise included, Indebtedness of another
     Person secured by a Lien on any asset owned by such Person (whether or not
     such Indebtedness is assumed by such Person); provided, however, that the
     amount of such Indebtedness will be the lesser of (a) the Fair Market Value
     of such asset at such date of determination and (b) the amount of such
     Indebtedness of such other Person;

     provided, further, that any obligation of the Company or any Restricted
     Subsidiary in respect of (i) minimum guaranteed commissions, or other
     similar payments, to clients, minimum returns to clients or stop loss
     limits in favor of clients or (ii) indemnification obligations to clients,
     in each case pursuant to contracts to provide services to clients entered
     into in the ordinary course of business shall be deemed not to constitute
     Indebtedness.

     "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm or consultant to Persons engaged in a similar business
of nationally recognized standing that is, in the good faith determination of
the Company, qualified to perform the task for which it has been engaged.

     "Investment Grade Securities" means:

          (i) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     (other than Cash Equivalents);

          (ii) debt securities or debt instruments with a rating of BBB- or
     higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating
     by such rating organization, or if no rating of S&P or Moody's then exists,
     the equivalent of such rating by any other nationally recognized securities
     rating agency, but excluding any debt securities or instruments
     constituting loans or advances among the Company and its Subsidiaries; and

          (iii) investments in any fund that invests exclusively in investments
     of the type described in clauses (i) and (ii) which fund may also hold
     immaterial amounts of cash pending investment and/or distribution.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts receivable,
trade credit and advances to customers and commission, travel and similar
advances to officers, employees and consultants made in the ordinary course of
business), purchases or other acquisitions for consideration (including
agreements providing for the adjustment of purchase price) of Indebtedness,
Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet of the Company
in the same manner as the other

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<PAGE>

investments included in this definition to the extent such transactions involve
the transfer of cash or other property.

     For purposes of the definition of "Unrestricted Subsidiary" and the
covenant described under "-- Limitation on Restricted Payments:"

          (i) "Investments" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the Fair Market Value of
     the net assets of a Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; provided, however,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Company shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary equal to an amount (if positive) equal to (x)
     the Company's "Investment" in such Subsidiary at the time of such
     redesignation less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the Fair Market Value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (ii) any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its Fair Market Value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors.

     "Issue Date" means the date on which the Notes are originally issued or,
with respect to any Additional Notes, the date on which such Additional Notes
are originally issued.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction);
provided that in no event shall an operating lease be deemed to constitute a
Lien.

     "Management Group" means the group consisting of the directors, executive
officers and other personnel of the Company on the Issue Date.

     "Moody's" means Moody's Investors Service, Inc.

     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received in respect of or upon the sale or other
disposition of any Designated Noncash Consideration received in any Asset Sale
and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received,
but excluding the assumption by the acquiring person of Indebtedness relating to
the disposed assets or other considerations received in any other noncash form),
net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Noncash Consideration (including, without limitation, legal,
accounting and investment banking fees, and brokerage and sales commissions),
and any relocation expenses Incurred as a result thereof, taxes paid or payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements related thereto), amounts required
to be applied to the repayment of principal, premium (if any) and interest on
Indebtedness required (other than pursuant to clause (i) of the second paragraph
of the covenant described under "-- Asset Sales") to be paid as a result of such
transaction, and any deduction of appropriate amounts to be provided by the
Company as a reserve in accordance with GAAP against any liabilities associated
with the asset disposed of in such transaction and retained by the Company after
such sale or other disposition thereof, including, without limitation, pension
and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
such transaction.

     "Notes" means the   % subordinated notes of the Company, including any
Additional Notes unless expressly provided otherwise.
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<PAGE>

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers' acceptances), damages
and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Notes shall not
include fees or indemnifications in favor of the Trustee and other third parties
other than the Holders of the Notes.

     "Officer" means the Chairman of the Board, the President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the
Secretary of the Company.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company that meets the requirements set forth in the
Indenture.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

     "Pari Passu Indebtedness" means (i) with respect to the Company, the Notes
and any other Indebtedness of the Company, other than Senior Indebtedness or
Secured Indebtedness of the Company and (ii) with respect to any Guarantor, its
Guarantee and any other Indebtedness of such Guarantor, other than Senior
Indebtedness or Secured Indebtedness of such Guarantor.

     "Participating Dividends" means dividends on the shares of the Company's
  % Junior Exchangeable Participating Preferred Stock in an amount equal to the
aggregate amount of all cash dividends or other distributions declared on each
share of the Company's common stock multiplied by the number of shares of the
Company's common stock for which each share of such Preferred Stock may be
exchanged.

     "Permitted Asset Swap" means any one or more transactions in which the
Company or any Restricted Subsidiary exchanges assets for consideration
consisting of (i) assets used or useful in a Similar Business and (ii) any cash
or Cash Equivalents, provided that such cash or Cash Equivalents will be
considered Net Proceeds from an Asset Sale.

     "Permitted Holders" means Blackstone, GE Capital and the Management Group.

     "Permitted Investments" means:

          (i) any Investment in the Company or any Restricted Subsidiary;

          (ii) any Investment in Cash Equivalents or Investment Grade
     Securities;

          (iii) any Investment by the Company or any Restricted Subsidiary of
     the Company in a Person that is primarily engaged in a Similar Business if
     as a result of such Investment (a) such Person becomes a Restricted
     Subsidiary or (b) such Person, in one transaction or a series of related
     transactions, is merged, consolidated or amalgamated with or into, or
     transfers or conveys substantially all of its assets to, or is liquidated
     into, the Company or a Restricted Subsidiary;

          (iv) any Investment in securities or other assets not constituting
     Cash Equivalents and received in connection with an Asset Sale made
     pursuant to the provisions of "-- Asset Sales" or any other disposition of
     assets not constituting an Asset Sale;

          (v) any Investment existing on the Issue Date;

          (vi) advances to employees not in excess of $5.0 million outstanding
     at any one time in the aggregate;

          (vii) any Investment acquired by the Company or any of its Restricted
     Subsidiaries (a) in exchange for any other Investment or accounts
     receivable held by the Company or any such Restricted Subsidiary in
     connection with or as a result of a bankruptcy, workout, reorganization or
     recapitalization of the issuer of such other Investment or accounts
     receivable or (b) as a result of a

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<PAGE>

     foreclosure by the Company or any of its Restricted Subsidiaries with
     respect to any secured Investment or other transfer of title with respect
     to any secured Investment in default;

          (viii) Hedging Obligations permitted under clause (j) of the
     "-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified
     Stock and Preferred Stock" covenant;

          (ix) additional Investments having an aggregate Fair Market Value,
     taken together with all other Investments made pursuant to this clause (ix)
     that are at that time outstanding, not to exceed the greater of 7.5% of
     Total Assets or $10.0 million at the time of such Investment (with the Fair
     Market Value of each Investment being measured at the time made and without
     giving effect to subsequent changes in value);

          (x) loans and advances to officers, directors and employees for
     business-related travel expenses, moving expenses and other similar
     expenses, in each case Incurred in the ordinary course of business;

          (xi) Investments the payment for which consists of Equity Interests of
     the Company (other than Disqualified Stock); provided, however, that such
     Equity Interests will not increase the amount available for Restricted
     Payments under clause (c) of the "-- Limitation on Restricted Payments"
     covenant;

          (xii) any transaction to the extent it constitutes an Investment that
     is permitted by and made in accordance with the provisions of the second
     paragraph of the covenant described under "-- Transactions with Affiliates"
     (except transactions described in clauses (ii), (iii) and (vi) of such
     paragraph);

          (xiii) Investments consisting of the licensing or contribution of
     intellectual property pursuant to joint marketing arrangements with other
     Persons;

          (xiv) Guarantees issued in accordance with "Limitations on Incurrence
     of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;"

          (xv) any Investment by Restricted Subsidiaries in other Restricted
     Subsidiaries and Investments by Subsidiaries that are not Restricted
     Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries;

          (xvi) Investments consisting of purchases and acquisitions of
     inventory, supplies, materials and equipment or purchases of contract
     rights or licenses or leases of intellectual property, in each case in the
     ordinary course of business;

          (xvii) loans and advances to VSI Management Direct LP, VSI Management
     II L.P., Recreational Services, LLC, current or former management personnel
     of the Company and/or any entity in which any current or former management
     personnel of the Company has a beneficial or economic interest pursuant to
     any management equity plan or stock option plan or any other management or
     employee benefit or incentive plan or agreement or any other agreement
     pursuant to which stock is held for the benefit of such persons not to
     exceed $7.5 million in aggregate principal amount at any time outstanding,
     the proceeds of which will be used to purchase or redeem, directly or
     indirectly, shares of Capital Stock of the Company or to purchase limited
     partnership interests in VSI Management Direct LP, VSI Management II L.P.
     or Recreational Services, LLC; and

          (xviii) loans to clients made in connection with entering into,
     renegotiating, renewing or amending contracts to provide services not to
     exceed $15.0 million in any fiscal year or $30.0 million in aggregate
     amount at any time outstanding.

     "Permitted Junior Securities" shall mean debt or equity securities of the
Company or any successor corporation issued pursuant to a plan of reorganization
or readjustment of the Company that are subordinated to the payment of all
then-outstanding Senior Indebtedness of the Company at least to the same extent
that the Notes are subordinated to the payment of all Senior Indebtedness of the
Company on the Issue Date, so long as to the extent that any Senior Indebtedness
of the Company outstanding on the date of consummation of any such plan of
reorganization or readjustment is not paid in full in cash on
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such date, either (a) the holders of any such Senior Indebtedness not so paid in
full in cash have consented to the terms of such plan of reorganization or
readjustment or (b) such holders receive securities which constitute Senior
Indebtedness and which have been determined by the relevant court to constitute
satisfaction in full in cash of any Senior Indebtedness not paid in full in
cash.

     "Permitted Liens" means, with respect to any Person:

          (a) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits in connection with bids, tenders, contracts (other than for the
     payment of Indebtedness) or leases to which such Person is a party, or
     deposits to secure public or statutory obligations of such Person or
     deposits of cash or United States government bonds to secure surety or
     appeal bonds to which such Person is a party, or deposits as security for
     contested taxes or import duties or for the payment of rent, in each case
     Incurred in the ordinary course of business;

          (b) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings or other Liens arising out of
     judgments or awards against such Person with respect to which such Person
     shall then be proceeding with an appeal or other proceedings for review;

          (c) Liens for taxes, assessments or other governmental charges not yet
     due or payable or subject to penalties for nonpayment or which are being
     contested in good faith by appropriate proceedings;

          (d) Liens in favor of issuers of performance and surety bonds or bid
     bonds or completion guarantees or with respect to other regulatory
     requirements or letters of credit issued pursuant to the request of and for
     the account of such Person in the ordinary course of its business;

          (e) minor survey exceptions, minor encumbrances, easements or
     reservations of, or rights of others for, licenses, rights-of-way, sewers,
     electric lines, telegraph and telephone lines and other similar purposes,
     or zoning or other restrictions as to the use of real properties or Liens
     incidental to the conduct of the business of such Person or to the
     ownership of its properties which were not Incurred in connection with
     Indebtedness and which do not in the aggregate materially adversely affect
     the value of said properties or materially impair their use in the
     operation of the business of such Person;

          (f) Liens securing Indebtedness permitted to be incurred pursuant to
     clause (d) of the second paragraph of the covenant described under
     "-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified
     Stock and Preferred Stock;"

          (g) Liens to secure Indebtedness permitted pursuant to clause (a) of
     the second paragraph of the covenant described under "-- Limitations on
     Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
     Stock;"

          (h) Liens existing on the Issue Date;

          (i) Liens on property or shares of stock of a Person at the time such
     Person becomes a Subsidiary; provided, however, such Liens are not created
     or Incurred in connection with, or in contemplation of, such other Person
     becoming such a Subsidiary; provided further, however, that such Liens may
     not extend to any other property owned by the Company or any Restricted
     Subsidiary;

          (j) Liens on property at the time the Company or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation with or into the Company or any Restricted
     Subsidiary; provided further, however, that such Liens are not created or
     Incurred in connection with, or in contemplation of, such acquisition;
     provided further, however, that the Liens may not extend to any other
     property owned by the Company or any Restricted Subsidiary;

          (k) Liens securing Indebtedness or other obligations of a Restricted
     Subsidiary owing to the Company or another Restricted Subsidiary permitted
     to be incurred in accordance with the covenant

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     described under "-- Limitations on Incurrence of Indebtedness and Issuance
     of Disqualified Stock and Preferred Stock;"

          (l) Liens securing Hedging Obligations so long as the related
     Indebtedness is, and is permitted to be under the Indenture, secured by a
     Lien on the same property securing such Hedging Obligations;

          (m) Liens on specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances, issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (n) leases and subleases of real property which do not materially
     interfere with the ordinary conduct of the business of the Company or any
     of its Restricted Subsidiaries;

          (o) Liens arising from Uniform Commercial Code financing statement
     filings regarding operating leases entered into by the Company and its
     Restricted Subsidiaries in the ordinary course of business;

          (p) Liens in favor of the Company;

          (q) Liens on equipment of the Company granted in the ordinary course
     of business to the Company's client at which such equipment is located;

          (r) Liens encumbering deposits made in the ordinary course of business
     to secure obligations arising from statutory, regulatory, contractual or
     warranty requirements, including rights of offset and set-off;

          (s) Liens on the Equity Interests of Unrestricted Subsidiaries
     securing obligations of Unrestricted Subsidiaries not otherwise prohibited
     by the Indenture;

          (t) Liens to secure Indebtedness permitted by clause (l) of the second
     paragraph of the covenant described under "-- Limitations on Incurrence of
     Indebtedness and Issuance of Disqualified Stock and Preferred Stock;" and

          (u) Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancings, refundings, extensions, renewals
     or replacements) as a whole, or in part, of any Indebtedness secured by any
     Lien referred to in the foregoing clauses (f), (g), (h), (i), (j), (k), (l)
     and (t); provided, however, that (x) such new Lien shall be limited to all
     or part of the same property that secured the original Lien (plus
     improvements on such property) and (y) the Indebtedness secured by such
     Lien at such time is not increased to any amount greater than the sum of
     (A) the outstanding principal amount or, if greater, committed amount of
     the Indebtedness described under clauses (f), (g), (h), (i), (j), (k), (l)
     or (t) at the time the original Lien became a Permitted Lien under the
     Indenture and (B) an amount necessary to pay any fees and expenses,
     including premiums, related to such refinancing, refunding, extension,
     renewal or replacement.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

     "Preferred Stock" means any Equity Interest with preferential right of
payment of dividends or upon liquidation, dissolution, or winding up.

     "Representative" means the trustee, agent or representative (if any) for an
issue of Senior Indebtedness.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

     "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired by the Company or a Restricted Subsidiary whereby
the Company or a Restricted Subsidiary transfers such property to a Person and
the Company or such Restricted Subsidiary leases it from such
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Person, other than leases between the Company and a Wholly Owned Subsidiary or
between Wholly Owned Subsidiaries.

     "Secured Indebtedness" means any Indebtedness of the Company or any
Subsidiary secured by a Lien.

     "Securities Offering" means any public or private sale of IDSS or common
stock or Preferred Stock of the Company or VSA (other than Disqualified Stock),
other than (i) public offerings with respect to IDSS or the Company's Common
Stock registered on Form S-8 and (ii) any such public or private sale that
constitutes an Excluded Contribution.

     "S&P" means Standard and Poor's Ratings Group.

     "Senior Credit Documents" means the collective reference to the Credit
Agreement, the notes issued pursuant thereto and the guarantees thereof, and the
collateral documents relating thereto.

     "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

     "Similar Business" means a business, the majority of whose revenues are
derived from the provision of food, beverage, catering, merchandise, management
or other services at stadiums, convention centers, ball parks, concert halls,
theaters, seaports, airports, golf courses, arenas, racetracks, parks, malls,
zoos, bandstands, or other recreational venues, or the activities of the Company
and its Subsidiaries as of the Issue Date or any business or activity that is
reasonably similar thereto or a reasonable extension, development or expansion
thereof or ancillary thereto, including, without limitation, investing in sports
teams.

     "Specified Cash Contributions" means the aggregate amount of cash
contributions (other than Excluded Contributions) made to the capital of the
Company which are designated as "Specified Cash Contributions" pursuant to an
Officers' Certificate.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

     "Subsidiary" means, with respect to any Person:

          (i) any corporation, association or other business entity (other than
     a partnership, joint venture or limited liability company) of which more
     than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time of
     determination owned or controlled, directly or indirectly, by such Person
     or one or more of the other Subsidiaries of that Person or a combination
     thereof; and

          (ii) any partnership, joint venture or limited liability company of
     which (x) more than 50% of the capital accounts, distribution rights, total
     equity and voting interests or general and limited partnership interests,
     as applicable, are owned or controlled, directly or indirectly, by such
     Person or one or more of the other Subsidiaries of that Person or a
     combination thereof, whether in the form of membership, general, special or
     limited partnership interests or otherwise and (y) such Person or any
     Wholly Owned Restricted Subsidiary of such Person is a controlling general
     partner or otherwise controls such entity.

     "Total Assets" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the
Company.

     "Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.

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     "Trust Officer" means (i) any officer within the corporate trust department
of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and (ii) who shall have direct
responsibility for the administration of the Indenture.

     "Unrestricted Subsidiary" means:

          (i) any Subsidiary of the Company that at the time of determination
     shall be designated an Unrestricted Subsidiary by the Board of Directors in
     the manner provided below; and

          (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of
     Directors may designate any Subsidiary of the Company (including any newly
     acquired or newly formed Subsidiary of the Company) to be an Unrestricted
     Subsidiary unless such Subsidiary or any of its Subsidiaries owns any
     Equity Interests or Indebtedness of, or owns or holds any Lien on any
     property of, the Company or any other Subsidiary of the Company that is not
     a Subsidiary of the Subsidiary to be so designated; provided, however, that
     the Subsidiary to be so designated and its Subsidiaries do not at the time
     of designation have and do not thereafter Incur any Indebtedness pursuant
     to which the lender has recourse to any of the assets of the Company or any
     of its Restricted Subsidiaries; provided further, however, that either (a)
     the Subsidiary to be so designated has total consolidated assets of $1,000
     or less or (b) if such Subsidiary has consolidated assets greater than
     $1,000, then such designation would be permitted under the covenant
     entitled "-- Limitation on Restricted Payments."

     The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (x)(1) the Company could Incur $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under
"-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock" or (2) the Fixed Charge Coverage Ratio for the Company and
its Restricted Subsidiaries would be greater than such ratio for the Company and
its Restricted Subsidiaries immediately prior to such designation, in each case
on a pro forma basis taking into account such designation and (y) no Default
shall have occurred and be continuing. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
or Disqualified Stock, as the case may be, at any date, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date of
determination to the date of each successive scheduled principal payment of such
Indebtedness or redemption or similar payment with respect to such Disqualified
Stock multiplied by the amount of such payment, by (ii) the sum of all such
payments.

     "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is
a Restricted Subsidiary.

     "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person
100% of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person and one or
more Wholly Owned Subsidiaries of such Person.

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                          DESCRIPTION OF CAPITAL STOCK

     The following is a description of the terms of our amended and restated
certificate of incorporation and by-laws, copies of the forms of which have been
filed with the Commission as exhibits to the registration statement of which
this prospectus is part.

AUTHORIZED CAPITALIZATION

     Our authorized capital stock consists of:

     -           shares of common stock, par value $0.01 per share; and

     -           shares of preferred stock, par value $0.01 per share, including
                 shares of   % exchangeable participating preferred stock.

     After this offering, there will be           shares of our common stock and
          shares of our exchangeable participating preferred stock outstanding.

COMMON STOCK

     The following summary is qualified in its entirety by the provisions of our
amended and restated certificate of incorporation and by-laws and the applicable
provisions of the Delaware General Corporation Law, or DGCL.

     Dividends.  Holders of shares of our common stock will be entitled to
receive such dividends and other distributions in cash, stock or property of
ours as may be declared by our board of directors from time to time out of our
assets or funds legally available for dividends or other distributions.

     Rights Upon Liquidation.  In the event of our voluntary or involuntary
liquidation, dissolution or winding up, holders of shares of our common stock
will be entitled to share equally in our assets available for distribution to
the holders of shares of our common stock.

     Voting and Preemptive Rights.  Shares of our common stock carry one vote
per share. Holders of shares of our common stock have no cumulative voting or
preemptive rights.

     No Stockholder Action by Written Consent.  Our certificate of incorporation
prohibits stockholder action by written consent.

     Limited Stockholder Ability to Call a Special Meeting.  Our certificate of
incorporation provides that a special meeting of our stockholders may be called
only by (1) our board of directors or the chairman of our board of directors or
(2) upon a requisition by holders of at least 25% in voting power of all the
outstanding shares of our common stock entitled to vote at that meeting.

     Limitation of Director Liability.  Our certificate of incorporation
provides that our directors are not liable to our stockholders for monetary
damages for breach of fiduciary duty as directors, except for liability:

     - for breach of duty of loyalty;

     - for acts or omissions not in good faith or involving intentional
       misconduct or knowing violation of law;

     - under Section 174 of the DGCL (unlawful dividends or stock repurchases);
       and

     - for transactions from which the director derived improper personal
       benefit.

     Indemnification of Directors and Officers.  Our certificate of
incorporation provides for indemnification of our directors and officers to the
fullest extent authorized by the DGCL.

     Classified Board of Directors.  Our certificate of incorporation provides
for a classified board of directors.

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     Quorum Requirements; Removal of Directors.  Our certificate of
incorporation provides for a minimum quorum of one-third in voting power of the
outstanding shares of our capital stock entitled to vote, except that a minimum
quorum of a majority in voting power of the outstanding shares of our capital
stock entitled to vote is necessary to hold a vote for any director in a
contested election, the removal of a director or the filling of a vacancy on our
board of directors. Directors may be removed only for cause by the affirmative
vote of at least a majority in voting power of the outstanding shares of our
capital stock entitled to vote.

PREFERRED STOCK

     General.  Our board of directors has the authority to issue shares of
preferred stock from time to time on terms that it may determine, to divide
shares of preferred stock into one or more series and to fix the designations,
voting powers, preferences and relative participating, optional or other special
rights of each series, and the qualifications, limitations or restrictions of
each series, to the fullest extent permitted by the DGCL. The issuance of shares
of preferred stock could have the effect of decreasing the market price of the
IDSS and our shares of common stock, impeding or delaying a possible takeover
and adversely affecting the voting and other rights of the holders of shares of
our common stock.

       % Exchangeable Participating Preferred Stock.  Our board of directors has
the authority to issue shares of   % exchangeable participating preferred stock,
$          liquidation preference per share. Holders of shares of our
exchangeable participating preferred stock will have no preemptive or
preferential rights to purchase or subscribe to stock, obligations, warrants or
any other of our securities. Subject to applicable law, the shares of our
exchangeable participating preferred stock will, upon liquidation, winding up
and dissolution, be deemed to be automatically exchanged for the number of
shares of our common stock and the aggregate principal amount of our
subordinated notes that the shares of our exchangeable participating preferred
stock would otherwise be exchangeable for, or if that automatic exchange is
prohibited by applicable law, then the shares of our exchangeable participating
preferred stock will rank senior to our common stock and any other class or
series of our capital stock upon our liquidation, winding up or dissolution.

     Dividends.  The holders of shares of exchangeable participating preferred
stock will be entitled to receive, when, as and if declared by our board of
directors out of funds legally available for payment, cash dividends per share
equal to the sum of:

     - dividends at the annual rate of   % of the $          liquidation
       preference per share of preferred stock; we refer to this dividend as the
       "base dividend;" and

     - the aggregate amount of all cash dividends or other distributions
       declared on each share of our common stock since the immediately
       preceding monthly dividend payment or distribution date multiplied by the
       number of shares of our common stock for which each share of our
       exchangeable participating preferred stock may be exchanged; we refer to
       this dividend as the "participating dividend."

     Dividends are payable on the   th day of each month to holders of record on
the relevant record date. The base dividend will rank senior and prior to any
dividends on any other shares of our capital stock, including our common stock,
and the participating dividend will rank equal to any dividends on shares of our
common stock. The base dividend will be cumulative from each monthly dividend
payment date, whether or not we will have funds legally available for the
payment of those dividends. Accumulations of base dividends on shares of
exchangeable participating preferred stock will bear interest at a rate of   %
per year.

     If at any time a dividend or other distribution payable in shares of our
common stock or other securities, or options or warrants to purchase shares of
our common stock or other securities, or securities convertible into or
exchangeable for shares of our common stock or other securities, or any other
property is paid on the shares of our common stock, a like dividend or other
distribution will also be paid on the shares of our exchangeable participating
preferred stock in an amount per share equal to the per share

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<PAGE>

dividend or distribution on our common stock multiplied by the number of shares
of our common stock for which each share of our exchangeable participating
preferred stock may be exchanged.

     Voting.  At each annual or special meeting of our stockholders and for all
other purposes, each holder of record of shares of our exchangeable
participating preferred stock will be entitled to a number of votes per share
standing in that person's name on our stock transfer records equal to the number
of shares of our common stock for which each share of our exchangeable
participating preferred stock may be exchanged. Except as otherwise required by
law or any stockholders agreement, the holders of shares of our exchangeable
participating preferred stock and the holders of shares of our common stock will
vote together as a single class on all matters with respect to which a vote of
our stockholders is required under applicable law, our certificate of
incorporation or by-laws or on which a vote of stockholders is otherwise duly
called for, including, but not limited to, the election of directors.

     Exchange Rights.  Holders of shares of our exchangeable participating
preferred stock will have the right, at any time after the underwriters'
over-allotment option expires or is terminated, to exchange each share of
exchangeable participating preferred stock for one share of our common stock,
subject to adjustment if there is any split, subdivision, combination or
reclassification of the shares of our common stock, and, to the extent there
exist sufficient funds legally available therefor, $          aggregate
principal amount of our subordinated notes.

     In the event that we exercise our right to partially or fully redeem our
subordinated notes on a pro rata basis, the shares of our exchangeable
participating preferred stock will be automatically exchanged for the applicable
number of shares of our common stock and $     aggregate principal amount of our
subordinated notes, which will be subject to the pro rata redemption.

     Mergers, Consolidations, Etc.  If we enter into any consolidation, merger,
combination or other transaction in which our shares of common stock or our
subordinated notes are exchanged for or changed into other stock or securities,
or any other property, then the shares of our exchangeable participating
preferred stock will at the same time be similarly exchanged or changed, in
whole or in part as applicable, in an amount per share equal to the aggregate
amount of stock, securities, cash or any other property into which or for which
(1) each share of our common stock is changed or exchanged multiplied by the
number of shares of our common stock for which each share of our exchangeable
participating preferred stock may have been otherwise exchanged and (2) the
aggregate principal amount of subordinated notes for which each share of our
exchangeable participating preferred stock may have been otherwise exchanged is
changed or exchanged.

     Redemption.  We will have the right to redeem all or a portion of the
shares of our exchangeable participating preferred stock with the proceeds we
receive from the exercise of the underwriters' over-allotment option. Each share
of our exchangeable participating preferred stock which is redeemed by us will
be cancelled and will not be reissued.

ANTI-TAKEOVER EFFECTS OF VARIOUS PROVISIONS OF DELAWARE LAW AND OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

     Our certificate of incorporation and by-laws contain provisions that may
have some anti-takeover effects.

     Delaware Anti-Takeover Statute.  We are subject to Section 203 of the DGCL.
Subject to specific exceptions, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the time the person became an
interested stockholder, unless:

     - the business combination, or the transaction in which the stockholder
       became an interested stockholder, is approved by our board of directors
       prior to the time the interested stockholder attained that status;

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<PAGE>

     - upon consummation of the transaction that resulted in the stockholder
       becoming an interested stockholder, the interested stockholder owned at
       least 85% of the voting stock of the corporation outstanding at the time
       the transaction commenced, excluding those shares owned by persons who
       are directors and also officers and by employee stock plans in which
       employee participants do not have the right to determine confidentially
       whether shares held subject to the plan will be tendered in a tender or
       exchange offer; or

     - at or after the time a person became an interested stockholder, the
       business combination is approved by our board of directors and authorized
       at an annual or special meeting of stockholders by the affirmative vote
       of at least two-thirds of the outstanding voting stock that is not owned
       by the interested stockholder.

     "Business combinations" include mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
various exceptions, in general an "interested stockholder" is a person who,
together with his or her affiliates and associates, owns, or within three years
did own, 15% or more of the shares of the corporation's outstanding voting
stock. These restrictions could prohibit or delay the accomplishment of mergers
or other takeover or change in control attempts with respect to us and,
therefore, may discourage attempts to acquire us.

     The provisions of Section 203 of the DGCL will not apply to BCP Volume, BCP
Offshore Volume, Recreational Services or their respective current affiliates
and associates, even if they would otherwise constitute "interested
stockholders" under Section 203 of the DGCL.

     In addition, various provisions of our certificate of incorporation and
by-laws, which are summarized in the following paragraphs, may have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in its best interest, including those
attempts that might result in a premium over the market price for the shares
held by stockholders.

     No Cumulative Voting.  The DGCL provides that stockholders are denied the
right to cumulate votes in the election of directors unless our certificate of
incorporation provides otherwise. Our amended and restated certificate of
incorporation does not expressly address cumulative voting.

     No Stockholder Action by Written Consent; Calling of Special Meeting of
Stockholders.  Our certificate of incorporation prohibits stockholder action by
written consent. It also provides that special meetings of our stockholders may
be called only by (1) our board of directors or the chairman of our board of
directors or (2) upon a requisition by holders of at least 25% in voting power
of all the outstanding shares of our common stock entitled to vote at that
meeting.

     Advance Notice Requirements for Stockholder Proposals and Director
Nominations.  Our by-laws provide that stockholders seeking to bring business
before or to nominate candidates for election as directors at an annual meeting
of stockholders must provide timely notice of their proposal in writing to the
corporate secretary. To be timely, a stockholder's notice must be delivered or
mailed and received at our principal executive offices not less than 90 nor more
than 120 days in advance of the anniversary date of the immediately preceding
annual meeting of stockholders. Our by-laws also specify requirements as to the
form and content of a stockholder's notice. These provisions may impede
stockholders' ability to bring matters before an annual meeting of stockholders
or make nominations for directors at an annual meeting of stockholders.
Stockholder nominations for the election of directors at a special meeting or
notice of other stockholder proposals must be received by our corporate
secretary by the later of 10 days following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made or 90 days prior to the date that meeting is proposed
to be held.

     Limitations on Liability and Indemnification of Officers and
Directors.  The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breaches of directors' fiduciary duties as directors. Our
certificate of

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incorporation includes a provision that eliminates the personal liability of
directors for monetary damages for actions taken as a director, except for
liability:

     - for breach of duty of loyalty;

     - for acts or omissions not in good faith or involving intentional
       misconduct or knowing violation of law;

     - under Section 174 of the DGCL (unlawful dividends or stock repurchases);
       or

     - for transactions from which the director derived improper personal
       benefit.

     Our certificate of incorporation provides that we must indemnify and
advance expenses to our directors and officers to the fullest extent authorized
by the DGCL. We are also expressly authorized to carry directors' and officers'
insurance for our directors, officers and certain employees for some
liabilities. We believe that these indemnification provisions and insurance are
useful to attract and retain qualified directors and executive officers.

     The limitation of liability and indemnification provisions in our
certificate of incorporation and by-laws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In addition, your
investment may be adversely affected to the extent that, in a class action or
direct suit, we pay the costs of settlement and damage awards against directors
and officers pursuant to these indemnification provisions.

     There is currently no pending material litigation or proceeding involving
any of our directors, officers or employees for which indemnification is sought.

     Authorized but Unissued Shares.  Our authorized but unissued shares of
common stock and preferred stock will be available for future issuance without
your approval. We may use additional shares for a variety of corporate purposes,
including future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of authorized but
unissued shares of common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.

     Supermajority Provisions.  The DGCL provides generally that the affirmative
vote of a majority in voting power of the outstanding shares entitled to vote is
required to amend a corporation's certificate of incorporation, unless the
certificate of incorporation requires a greater percentage. Our certificate of
incorporation provides that the following provisions in the certificate of
incorporation may be amended only by a vote of two-thirds or more in voting
power of all the outstanding shares of our capital stock entitled to vote:

     - the prohibition on stockholder action by written consent;

     - the ability to call a special meeting of stockholders being vested solely
       in (1) our board of directors and the chairman of our board of directors
       and (2) upon a requisition by holders of at least 25% in voting power of
       all the outstanding shares of our common stock entitled to vote at that
       meeting;

     - the provisions relating to the classification of our board of directors;

     - the provisions relating to the size of our board of directors;

     - the provisions relating to the quorum requirements for stockholder action
       and the removal of directors;

     - the limitation on the liability of our directors to us and our
       stockholders;

     - the obligation to indemnify and advance expenses to the directors and
       officers to the fullest extent authorized by the DGCL;

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<PAGE>

     - the provisions granting authority to our board of directors to amend or
       repeal our by-laws without a stockholder vote, as described in more
       detail in the next succeeding paragraph; and

     - the supermajority voting requirements listed above.

     In addition, our certificate of incorporation grants our board of directors
the authority to amend and repeal our by-laws without a stockholder vote in any
manner not inconsistent with the laws of the State of Delaware or our
certificate of incorporation. Our certificate of incorporation provides that
these provisions in our certificate of incorporation may be amended only by a
vote of two-thirds or more in voting power of all the outstanding shares of our
capital stock entitled to vote.

     Our certificate of incorporation provides that our by-laws may be amended
by stockholders representing no less than two-thirds of the voting power of all
the outstanding shares of our capital stock entitled to vote.

     Our certificate of incorporation provides that the affirmative vote of
two-thirds of our directors is necessary to approve any merger, sale of all or
substantially all of our assets, any liquidation of our company or our filing of
a voluntary petition in bankruptcy.

LISTING

     We will apply to list the shares of our common stock underlying the IDSS on
the Toronto Stock Exchange under the trading symbol "          ."

TRANSFER AGENT AND REGISTRAR

               is the transfer agent and registrar for our shares of common
stock and exchangeable participating preferred stock.

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                        SHARES ELIGIBLE FOR FUTURE SALE

     Future sales or the availability for sale of substantial amounts of IDSS or
shares of our common stock or a significant principal amount of our subordinated
notes in the public market could adversely affect prevailing market prices and
could impair our ability to raise capital through future sales of our
securities. Upon completion of this offering, we will have           IDSS
outstanding, in respect of in the aggregate           shares of our common stock
and $     million aggregate principal amount of our subordinated notes. All of
these IDSS and underlying securities will be freely tradable without restriction
or further registration under the Securities Act, unless the IDSS or underlying
securities are purchased by "affiliates" as that term is defined in Rule 144
under the Securities Act of 1933. Upon completion of this offering, we will also
have           shares of our exchangeable participating preferred stock
outstanding exchangeable in the aggregate for           shares of our common
stock and $     million aggregate principal amount of our subordinated notes,
which, together with the additional shares of common stock held by the existing
investors, may be represented by           IDSS in the aggregate, which will be
owned by the existing investors and, with respect to the common stock or IDSS
into which they are exchangeable, will be subject to registration rights.
Registration rights may not be exercised during the lock-up period. See
"Underwriting."

     We may issue shares of our common stock or subordinated notes, which may be
represented by IDSS, or other securities from time to time as consideration for
future acquisitions and investments. In the event any such acquisition or
investment is significant, the number of shares of our common stock or
subordinated notes, which may be represented by IDSS, or other securities that
we may issue may in turn be significant. In addition, we may also grant
registration rights covering those shares of our common stock or subordinated
notes and IDSS, if applicable, or other securities in connection with any such
acquisitions and investments.

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                MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following summary describes the material U.S. federal income tax
considerations of the ownership of IDSS as of the date hereof by U.S. Holders
(as defined below) and Non-U.S. Holders (as defined below). Except where noted,
it deals only with IDSS held as capital assets by holders who acquired IDSS upon
their original issuance at their initial offering price and does not deal with
special situations, such as those of:

     - dealers in securities or currencies,

     - financial institutions,

     - regulated investment companies,

     - real estate investment trusts,

     - tax-exempt entities,

     - insurance companies,

     - persons holding subordinated notes as a part of a hedging, integrated,
       conversion or constructive sale transaction or a straddle,

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings,

     - persons liable for alternative minimum tax,

     - investors in pass-through entities or

     - U.S. Holders (as defined below) of the Notes whose "functional currency"
       is not the U.S. dollar.

Furthermore, the discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder and administrative and judicial interpretations thereof,
all as of the date hereof, and such authorities may be repealed, revoked,
modified or subject to differing interpretations, possibly on a retroactive
basis, so as to result in U.S. federal income tax consequences different from
those discussed below.

     A "U.S. Holder" of an IDSS means a holder that is for U.S. federal income
tax purposes:

     - an individual citizen or resident of the United States,

     - a corporation created or organized in or under the laws of the United
       States or any political subdivision thereof,

     - an estate the income of which is subject to U.S. federal income taxation
       regardless of its source, or

     - a trust if it (1) is subject to the primary supervision of a court within
       the United States and one or more U.S. persons have the authority to
       control all substantial decisions of the trust or (2) has a valid
       election in effect under applicable U.S. Treasury regulations to be
       treated as a U.S. person.

     If a partnership or other entity treated as a partnership for U.S. federal
income tax purposes holds IDSS, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding IDSS, you should consult your own tax
advisors.

     No statutory, administrative or judicial authority directly addresses the
treatment of IDSS or instruments similar to IDSS for U.S. federal income tax
purposes. As a result, we cannot assure you that the IRS or the courts will
agree with the tax consequences described herein. A different treatment from
that assumed below could adversely affect the amount, timing and character of
income, gain or loss in respect of an investment in the IDSS, and, in the case
of foreign holders, could subject payments to such holders to U.S. federal
withholding or estate taxes. Payments to foreign holders would not be grossed-up
for any such taxes. In addition, a different treatment could result in the loss
by us of all or part of the
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deduction for interest paid on the subordinated notes. IF YOU ARE CONSIDERING
THE PURCHASE OF IDSS, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE
PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP OF IDSS,
AS WELL AS ANY CONSEQUENCES TO YOU ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.

IDSS

  ALLOCATION OF PURCHASE PRICE

     We intend to treat your acquisition of an IDSS as an acquisition of the
shares of our common stock and the subordinated note constituting the IDSS and,
by purchasing an IDSS, you will be deemed to have agreed to such treatment. The
remainder of this discussion assumes that the acquisition of an IDSS will be
treated as an acquisition of shares of our common stock and a subordinated note.

     The purchase price of each IDSS will be allocated between the shares of
common stock and a subordinated note in proportion to their respective fair
market values at the time of purchase. Such allocation will establish your
initial tax basis in the shares of common stock and the subordinated note. We
will report the initial fair market value of each share of common stock as
$     and the initial fair market value of each subordinated note as $     , and
by purchasing IDSS, you will be deemed to agree to such allocation. The
remainder of this discussion assumes that this allocation of the purchase price
will be respected.

  DEPOSIT, WITHDRAWAL AND CANCELLATION

     If you deliver an IDSS to the depositary in exchange for shares of common
stock and a subordinated note or deliver shares of common stock and a
subordinated note to the depositary in exchange for an IDSS, you generally will
not recognize gain or loss upon the delivery or release of IDSS or shares of
common stock and subordinated notes. You will continue to take into account
items of income or deduction otherwise includible or deductible, respectively,
with respect to the shares of common stock and the subordinated note, and your
tax basis in the shares of common stock and the subordinated note will not be
affected by the delivery and release. The U.S. federal income tax consequences
of the delivery of shares of common and subordinated notes are unclear in
certain circumstances. See "Subordinated Notes -- Exchange Rights and Additional
Issuances."

SUBORDINATED NOTES

  CHARACTERIZATION OF SUBORDINATED NOTES

     As discussed in more detail in the following paragraphs, the subordinated
notes should be treated as debt for U.S. federal income tax purposes. We, and,
by acquiring an IDSS, each holder agrees to treat the subordinated notes as our
indebtedness for all tax purposes. Assuming such conclusion is respected, stated
interest on the subordinated notes will generally be taxable to you as ordinary
income at the time it is paid or accrued in accordance with your method of
accounting for U.S. federal income tax purposes.

     The determination of whether an instrument is classified as debt or equity
for U.S. federal income tax purposes is based on the facts and circumstances.
There is no clear statutory definition of debt and its characterization is
governed by principles developed in case law, which analyzes numerous factors
that are intended to identify the economic substance of the investor's interest
in the corporation. The determination that the subordinated notes should be
treated as debt for U.S. federal income tax purposes is based in part on advice
from an investment bank supporting a determination that:

     - the term, interest rate, and other provisions of the subordinated notes
       are reasonable and substantially similar to the term, interest rate and
       other provisions of a loan to which an unrelated lender bargaining at
       arm's length with us, would reasonably agree;

     - the aggregate principal amount of the subordinated notes in relation to
       our aggregate capital will be commercially reasonable in the
       circumstances and, based on our detailed financial forecasts and

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       taking into account the interest deferral feature and 179 day
       forebearance period, we are likely to be able to pay the principal amount
       of and interest on the subordinated notes in full in accordance with
       their terms; and

     - upon completion of this offering, the fair market value of our assets
       will exceed the fair market value of our liabilities, and the ratio of
       (A) the sum of (1) the principal amount of the subordinated notes, (2)
       the principal amount of our senior secured notes and (3) the amount
       outstanding under the revolving line of credit of the new credit
       facility, to (B) the fair market value of our equity will not exceed
            .

The consequences to U.S. Holders and Non-U.S. Holders described below assumes
the subordinated notes will be respected as debt. However, no ruling on this
issue has been requested from the IRS and thus, there can be no assurance that
such a position would be sustained if challenged by the IRS.

     If the subordinated notes were treated as equity rather than debt for U.S.
federal income tax purposes, then the stated interest on the subordinated notes
could be treated as a dividend, and interest on the subordinated notes would not
be deductible by us for U.S. federal income tax purposes. Our inability to
deduct interest on the subordinated notes could materially increase our taxable
income and, thus, our U.S. federal income tax liability. This would reduce our
after-tax income available for interest and dividend payments and could
significantly reduce our future cash flow, thereby affecting our ability to make
payments on the subordinated notes and the common stock.

     Additionally, there can be no assurance that the IRS will not challenge the
determination that the interest rate on the subordinated notes represents an
arm's length rate and, if successful, any excess amount over arm's length could
be recharacterized as a dividend payment instead of an interest payment for U.S.
federal income tax purposes. In such case, we would be unable to fully deduct
interest on the subordinated notes, which could materially increase our taxable
income and, thus, our U.S. federal income tax liability. If the interest rate
were determined to be less than the arm's length rate, the subordinated notes
would be treated as issued with original issue discount, which you would be
required to include in income over the term of the subordinated notes.

  SALE, EXCHANGE OR RETIREMENT OF SUBORDINATED NOTES

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the
subordinated note constituting the IDSS. Upon the sale, exchange, retirement or
other disposition of a subordinated note, you will recognize gain or loss equal
to the difference between the portion of the proceeds allocable to your
subordinated note (less an amount equal to any accrued and unpaid interest which
will be treated as a payment of interest for U.S. federal income tax purposes)
and your adjusted tax basis in the subordinated note. As described above under
"IDSS -- Allocation of Purchase Price," your tax basis in a subordinated note
generally will be the portion of the purchase price of your IDSS allocable to
the subordinated note. Such gain or loss will generally be capital gain or loss.
Capital gains of individuals derived in respect of capital assets held for more
than one year are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations.

  DEFERRAL OF INTEREST

     Under applicable Treasury regulations, a "remote" contingency that stated
interest will not be timely paid will be ignored in determining whether a debt
instrument is issued with original issue discount, referred to as OID. We
believe that the likelihood of deferral of interest payment on the subordinated
notes is remote within the meaning of the Treasury regulations. Based on the
foregoing, we believe that, although the matter is not free from doubt, the
subordinated notes will not be considered to be issued with OID at the time of
their original issuance. Accordingly, stated interest on the subordinated notes
will generally be included in the gross income of a U.S. holder as ordinary
interest income at the time accrued or received, in accordance with such U.S.
holder's method of accounting for U.S. federal income tax purposes.

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<PAGE>

     Under the Treasury regulations, if deferral of any payment of interest were
determined not to be "remote," or if the interest payment deferral actually
occurred, the subordinated notes would be treated as issued with OID at the time
of issuance or at the time of such occurrence, as the case may be. Then, all
stated interest on the subordinated notes would thereafter be treated as OID as
long as the subordinated notes remained outstanding. In such event, all of a
U.S. holder's taxable interest income relating to the subordinated notes would
constitute OID that would have to be included in income on an economic accrual
basis, possibly before the receipt of the cash attributable to the interest,
regardless of such U.S. holder's method of tax accounting, actual payments of
stated interest would not be reported as taxable income, any amount of OID
included in your gross income (whether or not during a deferral period) with
respect to the subordinated notes would increase your tax basis in such notes,
and the amount of payments in respect of such accrued OID would reduce your tax
basis in such subordinated notes. Consequently, during a deferral period, a U.S.
holder would be required to include OID in gross income even though we would not
make any actual cash payments on the subordinated notes.

     No rulings or other interpretations have been issued by the IRS which have
addressed the meaning of the term "remote" as used in the Treasury regulations,
and it is possible that the IRS could take a position contrary to the
interpretation in this prospectus.

  EXCHANGE RIGHTS AND ADDITIONAL ISSUANCES

     As described under "Description of IDSS -- Deposit, Withdrawal and
Cancellation," the deposit agreement permits you to deposit shares of our common
stock and a subordinated note in exchange for an IDSS or withdraw the shares of
our common stock and a subordinated note in exchange for your IDSS.
Additionally, the deposit agreement contemplates that shares of our common stock
and subordinated notes we subsequently issue can be exchanged for IDSS.
Subordinated notes may also be deposited if we sell IDSS in a separate offering
or if holders of our exchangeable participating preferred stock exercise their
rights to exchange their shares of exchangeable participating preferred stock
for shares of our common stock and subordinated notes and such holders deposit
such shares of our common stock and subordinated notes in exchange for IDSS.
Such subordinated notes may be issued with original issue discount. The U.S.
federal income tax consequences to you of the deposit with the depositary of
subordinated notes with original issue discount or a deposit of subordinated
notes following such deposit are unclear. We intend to take the position that
any such deposit of subordinated notes will not result in a taxable exchange of
your subordinated notes for U.S. federal income tax purposes. With respect to
the portion of any subordinated note with original issue discount that you would
then be deemed to own, you would be required to include any original issue
discount in income as it accrues.

     Alternatively, a deposit of subordinated notes could be treated as a
taxable exchange to both the depositor and holders of IDSS of a portion of the
subordinated notes represented by your IDSS for a portion of the subordinated
notes subsequently deposited with the depositary. In such case, you would
recognize any gain (but not loss) on the deemed exchange in an amount equal to
the difference between the fair market value on the date of the deemed exchange
of the subordinated notes deemed to have been received in the exchange and your
adjusted tax basis in the subordinated notes deemed to have been transferred in
the exchange. You would be required to include any original issue discount on
any subordinated note issued with original issue discount deemed to have been
received in the exchange in income as ordinary income as it accrues, in advance
of the receipt of cash attributable to such income. Your initial tax basis in
the subordinated notes deemed to have been received in the exchange would be the
fair market value of such subordinated notes on the date of the deemed exchange,
and your holding period for the such subordinated notes would begin on the day
after the deemed exchange.

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COMMON STOCK

  DIVIDENDS

     The gross amount of dividends paid to you will be treated as dividend
income to you to the extent paid out of current or accumulated earnings and
profits (as determined under U.S. federal income tax principles). Such income
will be includable in your gross income as ordinary income on the day received
by you or by the depositary. Proposed legislation has been introduced by the
Bush Administration that, if enacted, could exempt certain dividend income from
taxation, reduce the tax rate imposed on dividends or partially eliminate the
current dividends received deduction. Prospects for the enactment of this
legislation are uncertain.

  TAXATION OF CAPITAL GAINS

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the shares of
common stock constituting the IDSS. Upon the sale, exchange, retirement or other
disposition of shares of our common stock, you will recognize capital gain or
loss in an amount equal to the difference between the portion of the proceeds
allocable to your shares of common stock and your tax basis in the shares of
common stock. As described above under "IDSS -- Allocation of Purchase Price",
your tax basis in the shares of common stock generally will be the portion of
the purchase price of your IDSS allocable to the shares of common stock. As
discussed above, capital gains of individuals derived with respect to capital
assets held for more than one year are eligible for reduced rates of taxation.
The deductibility of capital losses is subject to limitations.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     In general, information reporting requirements will apply to payments of
principal, interest and dividends paid on an IDSS and to the proceeds of sale of
an IDSS paid to a U.S. Holder other than certain exempt recipients (such as
corporations). A backup withholding tax will apply to such payments if you fail
to provide a taxpayer identification number or certification of other exempt
status or fail to report in full dividend and interest income.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.

CONSEQUENCES TO NON-U.S. HOLDERS

     The following discussion applies only to Non-U.S. Holders. A "Non-U.S.
Holder" is a holder, other than an entity or arrangement classified as a
partnership for U.S. federal income tax purposes, that is not a U.S. Holder.
Special rules may apply to certain Non-U.S. Holders, such as:

     - U.S. expatriates,

     - "controlled foreign corporations,"

     - "passive foreign investment companies,"

     - "foreign personal holding companies,"

     - corporations that accumulate earnings to avoid U.S. federal income tax,
       and

     - investors in pass-through entities that are subject to special treatment
       under the Code.

Such Non-U.S. Holders should consult their own tax advisors to determine the
U.S. federal, state, local and other tax consequences that may be relevant to
them.

SUBORDINATED NOTES

  CHARACTERIZATION OF SUBORDINATED NOTES

     As discussed above under "Subordinated Notes -- Characterization of
Subordinated Notes," the subordinated notes should be treated as debt for U.S.
federal income tax purposes. However, no ruling on
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this issue has been requested from the IRS and thus there can be no assurance
that such a position would be sustained if challenged by the IRS. If the
subordinated notes were treated as equity rather than debt for U.S. federal
income tax purposes, then the subordinated notes would be treated in the same
manner as shares of common stock as described below under "Consequences to
Non-U.S. Holders -- Common Stock -- Dividends," and payments on the subordinated
notes would be subject to U.S. federal withholding taxes. Payments to Non-U.S.
Holders would not be grossed-up on account of any such taxes.

  U.S. FEDERAL WITHHOLDING TAX

     Subject to the discussion below concerning backup withholding, no
withholding of U.S. federal income tax should be required with respect to the
payment of principal or interest on a subordinated note owned by you under the
"portfolio interest rule," provided that:

     - interest paid on the subordinated note is not effectively connected with
       your conduct of a trade or business in the United States,

     - you do not actually or constructively own 10% or more of the total
       combined voting power of all classes of our stock entitled to vote within
       the meaning of section 871(h)(3) of the Code and the regulations
       thereunder,

     - you are not a controlled foreign corporation that is related to us
       through stock ownership,

     - you are not a bank whose receipt of interest on a subordinated note is
       described in section 881(c)(3)(A) of the Code, and

     - you satisfy the statement requirement (described generally below) set
       forth in section 871(h) and section 881(c) of the Code and the
       regulations thereunder.

     To satisfy the requirement referred to in the final bullet above, you, or a
financial institution holding the subordinated note on your behalf, must
provide, in accordance with specified procedures, our paying agent with a
statement to the effect that you are not a U.S. person. Currently, these
requirements will be met if (1) you provide your name and address, and certify,
under penalties of perjury, that you are not a U.S. person (which certification
may be made on an IRS Form W-8BEN), or (2) a financial institution holding the
subordinated note on your behalf certifies, under penalties of perjury, that
such statement has been received by it and furnishes a paying agent with a copy
thereof. The statement requirement referred to in the final bullet above may
also be satisfied with other documentary evidence with respect to a subordinated
note held in an offshore account or through certain foreign intermediaries.

     If you cannot satisfy the requirements of the "portfolio interest rule"
described in the bullets above, payments of interest made to you will be subject
to a 30% withholding tax unless you provide us or our paying agent, as the case
may be, with a properly executed:

     - IRS Form W-8BEN claiming an exemption from or reduction in withholding
       under the benefit of an applicable income tax treaty, or

     - IRS Form W-8ECI stating that interest paid on the subordinated note is
       not subject to withholding tax because it is effectively connected with
       your conduct of a trade or business in the United States.

Alternative documentation may be applicable in certain situations.

  U.S. FEDERAL INCOME TAX

     If you are engaged in a trade or business in the United States and interest
on the subordinated note is effectively connected with the conduct of such trade
or business, you, although exempt from the withholding tax discussed above
(provided the certification requirements described above are satisfied), will be
subject to U.S. federal income tax on such interest on a net income basis in the
same manner as if you were a U.S. Holder. In addition, if you are a foreign
corporation, you may be subject to a branch

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profits tax equal to 30% (or lesser rate under an applicable income tax treaty)
of such amount, subject to adjustments.

  SALE, EXCHANGE OR RETIREMENT OF SUBORDINATED NOTES

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the
subordinated note constituting the IDSS. Any gain realized upon the sale,
exchange, retirement or other disposition of a subordinated note generally will
not be subject to U.S. federal income tax unless:

     - such gain is effectively connected with your conduct of a trade or
       business in the United States, or

     - you are an individual, you are present in the United States for 183 days
       or more in the taxable year of such sale, exchange, retirement or other
       disposition, and certain other conditions are met.

  U.S. FEDERAL ESTATE TAX

     A subordinated note beneficially owned by an individual who at the time of
death is a Non-U.S. Holder should not be subject to U.S. federal estate tax,
provided that any payment to such individual on the notes would be eligible for
exemption from the 30% U.S. federal withholding tax under the rules described
above under "-- Consequences to Non-U.S. Holders -- Subordinated Notes -- U.S.
Federal Withholding Tax" without regard to the statement requirement described
therein.

COMMON STOCK

  DIVIDENDS

     Dividends paid to you generally will be subject to withholding of U.S.
federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty (which, in the case of Canada, would generally be
15%). However, dividends that are effectively connected with your conduct of a
trade or business within the United States and, where a tax treaty applies, are
attributable to your U.S. permanent establishment, are not subject to the
withholding tax, but instead are subject to U.S. federal income tax on a net
income basis at applicable graduated individual or corporate rates. Certain
certification and disclosure requirements must be satisfied for effectively
connected income to be exempt from withholding. If you are a foreign
corporation, any such effectively connected dividends received by you may be
subject to an additional branch profits tax at a 30% rate or such lower rate as
may be specified by an applicable income tax treaty (which, in the case of
Canada, would be 5%).

     If you wish to claim the benefit of an applicable treaty rate (and avoid
backup withholding as discussed below) for dividends, you will be required to:

     - complete IRS Form W-8BEN (or other applicable form) and certify under
       penalties of perjury, that you are not a U.S. person or

     - if the shares of our common stock are held through certain foreign
       intermediaries, satisfy the relevant certification requirements of
       applicable U.S. Treasury regulations.

Special certification and other requirements apply to certain Non-U.S. Holders
that are entities rather than individuals.

     If you are eligible for a reduced rate of U.S. withholding tax pursuant to
an income tax treaty, you may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the IRS.

  GAIN ON DISPOSITION OF COMMON STOCK

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the shares of
common stock constituting the IDSS. You generally will not
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be subject to U.S. federal income tax with respect to gain recognized on a sale
or other disposition of shares of our common stock unless:

     - the gain is effectively connected with your conduct of a trade or
       business in the United States, and, where a tax treaty applies, is
       attributable to your U.S. permanent establishment,

     - if you are an individual and hold shares of our common stock as a capital
       asset, you are present in the United States for 183 or more days in the
       taxable year of the sale or other disposition and certain other
       conditions are met, or

     - we are or have been a "U.S. real property holding corporation" for U.S.
       federal income tax purposes.

     If you are an individual and are described in the first bullet above, you
will be subject to tax on the net gain derived from the sale under regular
graduated U.S. federal income tax rates. If you are an individual and are
described in the second bullet above, you will be subject to a flat 30% tax on
the gain derived from the sale, which may be offset by U.S. source capital
losses (even though you are not considered a resident of the United States). If
you are a foreign corporation and are described in the first bullet above, you
will be subject to tax on your gain under regular graduated U.S. federal income
tax rates and, in addition, may be subject to the branch profits tax equal to
30% of your effectively connected earnings and profits or at such lower rate as
may be specified by an applicable income tax treaty (which, in the case of
Canada, would be 5%).

     We believe we are not and do not anticipate becoming a "U.S. real property
holding corporation" for U.S. federal income tax purposes.

  U.S. FEDERAL ESTATE TAX

     Shares of our common stock held by an individual Non-U.S. Holder at the
time of death will be included in such holder's gross estate for U.S. federal
estate tax purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     The amount of interest payments and dividends paid to you and the amount of
tax, if any, withheld with respect to such payments will be reported annually to
the IRS. Copies of the information returns reporting such interest payments,
dividends and withholding may also be made available to the tax authorities in
the country in which you reside under the provisions of an applicable income tax
treaty.

     In general, backup withholding will be required with respect to payments
made by us or any paying agent to you, unless a statement described in the fifth
bullet under "Consequences to Non-U.S. Holders -- Subordinated Notes -- U.S.
Federal Withholding Tax" has been received (and we or the paying agent do not
have actual knowledge or reason to know that you are a U.S. person).

     Information reporting and, depending on the circumstances, backup
withholding will apply to the proceeds of a sale of IDSS within the United
States or conducted through U.S.-related financial intermediaries unless a
statement described in the fifth bullet under "Consequences to Non-U.S.
Holders -- Subordinated Notes -- U.S. Federal Withholding Tax" has been received
(and we or the paying agent do not have actual knowledge or reason to know that
you are a U.S. person) or you otherwise establish an exemption.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.

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                          CERTAIN ERISA CONSIDERATIONS

     The following is a summary of certain considerations associated with the
purchase of the IDSS by employee benefit plans that are subject to Title I of
the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
plans, individual retirement accounts and other arrangements that are subject to
Section 4975 of the Code or provisions under any federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of the Code or
ERISA (collectively, "Similar Laws"), and entities whose underlying assets are
considered to include "plan assets" of such plans, accounts and arrangements
(each, a "Plan").

  GENERAL FIDUCIARY MATTERS

     ERISA and the Code impose certain duties on persons who are fiduciaries of
a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan")
and prohibit certain transactions involving the assets of an ERISA Plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such an ERISA Plan or the management or disposition of the assets of such an
ERISA Plan, or who renders investment advice for a fee or other compensation to
such a Plan, is generally considered to be a fiduciary of the ERISA Plan.

     In considering an investment in the IDSS of a portion of the assets of any
Plan, a fiduciary should determine whether the investment is in accordance with
the documents and instruments governing the Plan and the applicable provisions
of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the
Plan including, without limitation, the prudence, diversification, delegation of
control and prohibited transaction provisions of ERISA, the Code and any other
applicable Similar Laws.

  PROHIBITED TRANSACTION ISSUES

     Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from
engaging in specified transactions involving plan assets with persons or
entities who are "parties in interest," within the meaning of ERISA, or
"disqualified persons," within the meaning of Section 4975 of the Code, unless
an exemption is available. A party in interest or disqualified person who
engaged in a non-exempt prohibited transaction may be subject to excise taxes
and other penalties and liabilities under ERISA and the Code. In addition, the
fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited
transaction may be subject to penalties and liabilities under ERISA and the
Code.

     Whether or not the underlying assets of the Issuer are deemed to include
"plan assets," as described below, the acquisition and/or holding of the IDSS by
an ERISA Plan with respect to which the Issuer, the Underwriter, the Trustee or
the Guarantor is considered a party in interest or a disqualified person may
constitute or result in a direct or indirect prohibited transaction under
Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is
acquired and is held in accordance with an applicable statutory, class or
individual prohibited transaction exemption. In this regard, the U.S. Department
of Labor (the "DOL") has issued prohibited transaction class exemptions, or
"PTCEs," that may apply to the acquisition and holding of the IDSS. These class
exemptions include, without limitation, PTCE 84-14 respecting transactions
determined by independent qualified professional asset managers, PTCE 90-1
respecting insurance company pooled separate accounts, PTCE 91-38 respecting
bank collective investment funds, PTCE 95-60 respecting life insurance company
general accounts and PTCE 96-23 respecting transactions determined by in-house
asset managers, although there can be no assurance that all of the conditions of
any such exemptions will be satisfied.

  PLAN ASSET ISSUES

     ERISA and the Code do not define "plan assets." However, regulations (the
"Plan Asset Regulations") promulgated under ERISA by the DOL generally provide
that when an ERISA Plan acquires an equity interest in an entity that is an
"operating company", or the equity interest is a "publicly-offered security" (in
each case as defined in the Plan Asset Regulations), such equity interest
                                       137
<PAGE>

will not be deemed a "plan asset." The Plan Asset Regulations define an "equity
interest" as any interest in an entity, other than an instrument that is treated
as indebtedness under applicable local law and which has no substantial equity
features. Therefore, we anticipate that shares of our Common Stock would be
considered an equity interest and our notes should be treated as indebtedness.
Under the Plan Asset Regulations, an "operating company" is defined as "an
entity that is primarily engaged, directly or through a majority owned
subsidiary or subsidiaries, in the production or sale of a produce or service
other than the investment of capital." We believe that the Issuer is an
"operating company" for purposes of the Plan Asset Regulations, although no
assurance can be given in this regard.

     Alternatively, under the Plan Asset Regulations, a "publicly offered
security" is a security that is (a) "freely transferable", (b) part of a class
of securities that is "widely held," and (c)(i) sold to the Plan as part of an
offering of securities to the public pursuant to an effective registration
statement under the Securities Act of 1933 and the class of securities to which
such security is a part is registered under the Securities Exchange Act of 1934
within 120 days after the end of the fiscal year of the issuer during which the
offering of such securities to the public has occurred, or (ii) is part of a
class of securities that is registered under Section 12 of the Exchange Act. The
Issuer intends to effect such a registration under the Securities Act and
Securities Exchange Act. The Plan Asset Regulations provide that a security is
"widely held" only if it is part of a class of securities that is owned by 100
or more investors independent of the issuer and one another. A security will not
fail to be "widely held" because the number of independent investors falls below
100 subsequent to the initial offering thereof as a result of events beyond the
control of the issuer. It is anticipated that the IDSS will be "widely held"
within the meaning of the Plan Asset Regulations, although no assurance can be
given in this regard. The Plan Asset Regulations provide that whether a security
is "freely transferable" is a factual question to be determined on the basis of
all the relevant facts and circumstances. It is anticipated that the IDSS will
be "freely transferable" within the meaning of the Plan Asset Regulations,
although no assurance can be given in this regard.

  PLAN ASSET CONSEQUENCES

     If VSA ceases to be an operating company for purposes of the Plan Asset
Regulations and the IDSS cease to be publicly-offered securities within the
meaning of the Plan Asset Regulations, the assets of the Issuer could be deemed
to be "plan assets" under ERISA, unless, at such time, another exemption is
available under the Plan Asset Regulations. This would result, among other
things, in (i) the application of the prudence and other fiduciary
responsibility standards of ERISA to investments made by the Issuer, and (ii)
the possibility that certain transactions in which the Issuer might seek to
engage could constitute "prohibited transactions" under ERISA and the Code.

     Because of the foregoing, the IDSS should not be purchased or held by any
person investing "plan assets" of any Plan, unless such purchase and holding
will not constitute a non-exempt prohibited transaction under ERISA and the Code
or similar violation of any applicable Similar Laws.

  REPRESENTATION

     Accordingly, by acceptance of the IDSS, each purchaser and subsequent
transferee of the IDSS will be deemed to have represented and warranted that
either (i) no portion of the assets used by such purchaser or transferee to
acquire and hold the IDSS constitutes assets of any Plan or (ii) the purchase
and holding of the IDSS by such purchaser or transferee will not constitute a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or similar violation under any applicable Similar Laws.

     The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries, or other persons considering purchasing
the IDSS on behalf of, or with the assets of, any Plan, consult with their
counsel regarding the potential applicability of ERISA, Section 4975 of the Code
and any Similar Laws to such investment and whether an exemption would be
applicable to the purchase and holding of the IDSS.

                                       138
<PAGE>

                                  UNDERWRITING

     We have entered into an underwriting agreement dated,           , 2003 with
the underwriters named below. CIBC World Markets Corp. is acting as the
representative of the underwriters.

     The underwriting agreement provides for the purchase of a specified number
of IDSS and underlying shares of common stock and subordinated notes, by each of
the underwriters. The underwriters' obligations are several, which means that
each underwriter is required to purchase a specified number of IDSS but is not
responsible for the commitment of any other underwriter to purchase the IDSS.
Subject to the terms and conditions of the underwriting agreement, each
underwriter has severally agreed to purchase the number of IDSS set forth
opposite its name below:

<Table>
<Caption>
                                                               NUMBER OF
UNDERWRITER                                                      IDSS
-----------                                                    ---------
<S>                                                            <C>
CIBC World Markets Corp. ...................................
                                                               --------
          Total.............................................
                                                               ========
</Table>

     Under the underwriting agreement, we have agreed to sell and the
underwriters have agreed to purchase the IDSS offered under this offering at a
price of $     , payable in cash to us against delivery. However, the
underwriters have agreed to purchase all of the IDSS offered in this offering
(other than those covered by the over-allotment option described below) if any
are purchased. Under the underwriting agreement, if an underwriter defaults in
its commitment to purchase the IDSS, the commitments of non-defaulting
underwriters may be increased or the underwriting agreement may be terminated,
depending on the circumstances.

     This offering is being made concurrently in the United States and in all of
the provinces of Canada. The IDSS will be offered in the United States and
Canada through the underwriters either directly or through their respective U.S.
or Canadian registered broker-dealer affiliates. Subject to applicable law, the
underwriters may offer the IDSS outside of the United States and Canada.

     The IDSS should be ready for delivery on or about           , 2003 but in
any event no later than           , 2003 against payment in immediately
available funds. The underwriters are offering the IDSS subject to various
conditions and may reject all or part of any order. The representative has
advised us that the underwriters propose to offer the IDSS directly to the
public at the public offering price that appears on the cover page of this
prospectus. In addition, the representative may offer some of the IDSS to other
securities dealers at such price less a concession of $     per IDSS. The
underwriters may also allow, and such dealers may reallow, a concession not in
excess of $     per IDSS to other dealers. After the IDSS are released for sale
to the public, the representative may change the offering price and other
selling terms at various times. The IDSS are being offered in the United States
in U.S. dollars and in Canada in Canadian dollars, at the same offering price
and underwriting discounts and commissions per IDSS, calculated based on the
noon buying rate on the date of this prospectus as quoted by the Federal Reserve
Bank of New York.

     We have granted the underwriters an over-allotment option. This option,
which is exercisable for up to 30 days after the date of this prospectus,
permits the underwriters to purchase a maximum of           additional IDSS from
us to cover all over-allotments. If the underwriters exercise all or part of
this option, they will purchase the IDSS covered by the option at the public
offering price that appears on the cover page of this prospectus, less the
underwriting discount. If this option is exercised in full, the total price to
the public will be $     , and the total proceeds to us will be $     . The
underwriters have severally agreed that, to the extent the over-allotment option
is exercised, they will each purchase a number of additional IDSS proportionate
to the underwriter's initial amount reflected in the foregoing table.

                                       139
<PAGE>

     The following table provides information regarding the amount of the
discount to be paid to the underwriters by us:

<Table>
<Caption>
                                                            TOTAL WITHOUT       TOTAL WITH
                                                             EXERCISE OF     FULL EXERCISE OF
                                                            OVER-ALLOTMENT    OVER-ALLOTMENT
                                                 PER IDSS       OPTION            OPTION
                                                 --------   --------------   ----------------
<S>                                              <C>        <C>              <C>
Volume Services America Holdings, Inc.
</Table>

     We estimate that our total expenses of this offering, excluding the
underwriting discount, will be approximately $     .

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

     We, our executive officers and directors and certain of our stockholders
have agreed to a   -day "lock up" with respect to the IDSS and shares of our
common stock, including securities that are convertible into such securities and
securities that are exchangeable or exercisable for such securities, subject to
specified exceptions. This means that for a period of   days following the date
of this prospectus we and such persons may not offer, sell, pledge or otherwise
dispose of these securities without the prior written consent of the
representative, subject to specified exceptions. However, we may issue IDSS,
shares of our common stock and the subordinated notes to our existing
stockholders in connection with the recapitalization described elsewhere in this
prospectus.

     The representative has informed us that they do not expect discretionary
sales by the underwriters to exceed 5% of the IDSS offered by this offering.

     There is no established trading market for the shares of our common stock,
the notes or the IDSS. The offering price for the IDSS will be determined by us
and the representative based on the following factors:

     - prevailing market and general economic conditions,

     - our financial information,

     - our history and prospects,

     - the history of and prospects for the industry in which we compete,

     - an assessment of our management, our past and present operations, and the
       prospects for, and timing of, our future revenues, and

     - the above factors in relation to market values and various valuation
       measures of other companies engaged in activities similar to ours.

     We will apply to list the IDSS on the American Stock Exchange under the
symbol "          " and on the Toronto Stock Exchange under the symbol
"          ." We will also apply to list the underlying shares of our common
stock on the             under the symbol "          ."

     Rules of the Commission may limit the ability of the underwriters to bid
for or purchase IDSS before the distribution of the IDSS is completed. However,
the underwriters may engage in the following activities in accordance with the
rules:

     - Stabilizing transactions -- The representative may make bids or purchases
       for the purpose of pegging, fixing or maintaining the price of the IDSS,
       so long as stabilizing bids do not exceed a specified maximum.

     - Over-allotment and syndicate covering transactions -- The underwriters
       may sell more IDSS in connection with this offering than the number of
       IDSS that they have committed to purchase. This over-allotment creates a
       short position for the underwriters. This short sales position may
       involve either "covered" short sales or "naked" short sales. Covered
       short sales are short sales made in an amount not greater than the
       underwriters' over-allotment option to purchase additional IDSS in this
       offering described above. The underwriters may close out any covered
       short position either by exercising their over-allotment option or by
       purchasing IDSS in the open market. To determine

                                       140
<PAGE>

       how they will close the covered short position, the underwriters will
       consider, among other things, the price of IDSS available for purchase in
       the open market as compared to the price at which they may purchase IDSS
       through the over-allotment option. Naked short sales are short sales in
       excess of the over-allotment option. The underwriters must close out any
       naked short position by purchasing IDSS in the open market. A naked short
       position is more likely to be created if the underwriters are concerned
       that, in the open market after pricing, there may be downward pressure on
       the price of the IDSS that could adversely affect investors who purchase
       IDSS in this offering.

     - Penalty bids -- If the representative purchases IDSS in the open market
       in a stabilizing transaction or syndicate covering transaction, it may
       reclaim a selling concession from the underwriters and selling group
       members who sold those IDSS as part of this offering.

     In accordance with policy statements of the Commission des valeurs
mobilieres du Quebec and the Ontario Securities Commission, the underwriters in
Canada may not, throughout the period of distribution, bid for or purchase the
IDSS. Such restriction is subject to certain exceptions, provided that the bid
or purchase was not engaged in for the purpose of creating actual or apparent
active trading in, or raising the price of the IDSS, including: (1) a bid or
purchase permitted under the by-laws and rules of the Toronto Stock Exchange
relating to market stabilization and passive market making activities; and (2) a
bid or purchase made for and on behalf of a customer where the order was not
solicited during the period of the distribution. Under the first mentioned
exemption, in connection with this offering, the underwriters may over-allot or
effect transactions which stabilize or maintain the market price of the IDSS at
a level other than that which might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time.

     Similar to other purchase transactions, the underwriters' purchases to
cover the syndicate short sales or to stabilize the market price of the IDSS may
have the effect of raising or maintaining the market price of the IDSS or
preventing or mitigating a decline in the market price of the IDSS. As a result,
the price of the IDSS may be higher than the price that might otherwise exist in
the open market. The imposition of a penalty bid might also have an effect on
the price of the IDSS if it discourages resales of the IDSS.

     Neither we nor the underwriters make any representation or prediction as to
the effect that the transactions described above may have on the price of the
IDSS. These transactions may occur on           , the Toronto Stock Exchange or
otherwise. If such transactions are commenced, they may be discontinued without
notice at any time.

     A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters. The representative may agree to
allocate a number of IDSS to underwriters for sale to their online brokerage
account holders. The representative will allocate IDSS to underwriters that may
make Internet distributions on the same basis as other allocations. Other than
the prospectus in electronic format, the information on any of these websites
and any other information contained on a website maintained by an underwriter or
syndicate member is not part of this prospectus.

     We and the underwriters expect that the IDSS will be ready for delivery on
the   th business day following the date of this prospectus. Under Commission
regulations, secondary market trades are required to settle in three business
days following the trade date (commonly referred to as "T+3"), unless the
parties to the trade agree to a different settlement cycle. As noted above, the
IDSS will settle in T+  . Therefore, purchasers who wish to trade on the date of
this prospectus or during the next succeeding business day(s) must specify an
alternate settlement cycle at the time of the trade to prevent a failed
settlement. Purchasers of the IDSS who wish to trade IDSS on the date of this
prospectus or during the next      succeeding business day(s) should consult
their own advisors.

     CIBC World Markets Inc., an affiliate of CIBC World Markets Corp., is the
lead arranger and sole bookrunner of the new credit facility. The underwriters
have provided, and may continue to provide, from time to time investment
banking, commercial banking, advisory and other services to us and the existing
investors for customary fees and expenses in the ordinary course of their
business.

                                       141
<PAGE>

                                 LEGAL MATTERS

     The validity of the issuance of our shares of common stock and subordinated
notes offered hereby will be passed upon for us by Simpson Thacher & Bartlett,
New York, New York. Certain legal matters relating to this offering will be
passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York.

                                    EXPERTS

     The consolidated financial statements as of January 2, 2001 and January 1,
2002, and for each of the three years in the period ended January 1, 2002,
included in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed a Registration Statement on Form S-1 with the Commission
regarding this offering. This prospectus, which is part of the registration
statement, does not contain all of the information included in the registration
statement, and you should refer to the registration statement and its exhibits
to read that information. References in this prospectus to any of our contracts
or other documents are not necessarily complete, and you should refer to the
exhibits attached to the registration statement for copies of the actual
contract or document. As a result of the effectiveness of the registration
statement, we are subject to the informational reporting requirements of the
Exchange Act of 1934 and, under that Act, we will file reports, proxy statements
and other information with the Commission. You may read and copy the
registration statement, the related exhibits and the reports, proxy statements
and other information we file with the SEC at the SEC's public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can also request copies of those documents, upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. The SEC also maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file with
the SEC. The site's Internet address is www.sec.gov.

     You may also request a copy of these filings, at no cost, by writing or
telephoning us at:

                     Volume Services America Holdings, Inc.
                             201 East Broad Street
                       Spartanburg, South Carolina 29306
                                 (864) 598-8600

                                       142
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VOLUME
  SERVICES AMERICA HOLDINGS, INC. FOR THE THIRTY-NINE WEEK
  PERIOD ENDED OCTOBER 1, 2002 AND FOR THE THIRTY-NINE WEEK
  PERIOD ENDED OCTOBER 2, 2001

Consolidated Balance Sheets.................................   F-2
Consolidated Statements of Operations and Comprehensive
  Income (Loss).............................................   F-4
Consolidated Statements of Stockholders' Deficiency.........   F-5
Consolidated Statements of Cash Flows.......................   F-6
Notes to Consolidated Financial Statements..................   F-7

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VOLUME SERVICES
  AMERICA HOLDINGS, INC. FOR THE YEARS ENDED DECEMBER 28,
  1999, JANUARY 2, 2001 AND JANUARY 1, 2002

Independent Auditors' Report................................  F-17
Consolidated Balance Sheets.................................  F-18
Consolidated Statements of Operations and Comprehensive
  Loss......................................................  F-20
Consolidated Statements of Stockholders' Deficiency.........  F-21
Consolidated Statements of Cash Flows.......................  F-22
Notes to Consolidated Financial Statements..................  F-23
</Table>

                                       F-1
<PAGE>

                                     PART I
                             FINANCIAL INFORMATION

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                      OCTOBER 1, 2002 AND JANUARY 1, 2002

<Table>
<Caption>
                                                               OCTOBER 1,    JANUARY 1,
                                                                  2002          2002
                                                              ------------   -----------
                                                              (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
<S>                                                           <C>            <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................    $ 10,460      $ 15,142
  Accounts receivable, less allowance for doubtful accounts
     of $884 and $984 at October 1, 2002 and January 1,
     2002, respectively.....................................      18,157        18,386
  Merchandise inventories...................................      16,544        13,221
  Prepaid expenses and other................................       2,333         2,469
  Deferred income taxes.....................................       2,056           701
                                                                --------      --------
       Total current assets.................................      49,550        49,919
                                                                --------      --------
PROPERTY AND EQUIPMENT:
  Leasehold improvements....................................      49,842        47,548
  Merchandising equipment...................................      50,545        46,410
  Vehicles and other equipment..............................       9,172         8,426
  Construction in process...................................         945           176
                                                                --------      --------
       Total................................................     110,504       102,560
  Less accumulated depreciation and amortization............     (53,512)      (44,772)
                                                                --------      --------
       Property and equipment, net..........................      56,992        57,788
                                                                --------      --------
OTHER ASSETS:
  Contract rights, net......................................     103,750        80,680
  Cost in excess of net assets acquired, net................      46,457        46,457
  Deferred financing costs, net.............................       7,444         8,517
  Trademarks, net...........................................      17,049        17,049
  Other.....................................................       4,620         5,490
                                                                --------      --------
       Total other assets...................................     179,320       158,193
                                                                --------      --------

       TOTAL ASSETS.........................................    $285,862      $265,900
                                                                ========      ========
</Table>

                See notes to consolidated financial statements.
                                       F-2
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
                      OCTOBER 1, 2002 AND JANUARY 1, 2002

<Table>
<Caption>
                                                               OCTOBER 1,    JANUARY 1,
                                                                  2002          2002
                                                              ------------   -----------
                                                              (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
<S>                                                           <C>            <C>
                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Short-term note payable...................................    $     --      $  4,750
  Current maturities of long-term debt......................       1,150         1,150
  Current maturities of capital lease obligation............          --           267
  Accounts payable..........................................      18,877        14,977
  Accrued salaries and vacations............................      13,042         8,546
  Liability for insurance...................................       3,831         2,934
  Accrued taxes, including income taxes.....................       6,437         3,235
  Accrued commissions and royalties.........................      24,958        11,901
  Accrued interest..........................................       1,019         3,847
  Other.....................................................       4,821         4,439
                                                                --------      --------
       Total current liabilities............................      74,135        56,046
                                                                --------      --------
LONG TERM LIABILITIES:
  Long-term debt............................................     209,538       218,400
  Liability for insurance...................................       2,488           838
  Deferred income taxes.....................................       1,874            --
  Other liabilities.........................................         848           876
                                                                --------      --------
       Total long-term liabilities..........................     214,748       220,114
                                                                --------      --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
  Common stock, $0.01 par value -- authorized: 1,000 shares;
     issued: 526 shares; outstanding: 332 shares............          --            --
  Additional paid-in capital................................      67,330        66,852
  Accumulated deficit.......................................     (19,308)      (26,062)
  Accumulated other comprehensive loss......................        (464)         (471)
  Treasury stock -- at cost (194 shares)....................     (49,500)      (49,500)
  Loans to related parties..................................      (1,079)       (1,079)
                                                                --------      --------
       Total stockholders' deficiency.......................      (3,021)      (10,260)
                                                                --------      --------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY.......    $285,862      $265,900
                                                                ========      ========
</Table>

                See notes to consolidated financial statements.
                                       F-3
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001

<Table>
<Caption>
                                                THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED
                                              ------------------------   ------------------------
                                              OCTOBER 1,    OCTOBER 2,   OCTOBER 1,    OCTOBER 2,
                                                 2002          2001         2002          2001
                                              ----------    ----------   ----------    ----------
                                                                  (UNAUDITED)
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                           <C>           <C>          <C>           <C>
Net sales...................................  $  195,100    $  177,559   $  449,361     $418,399
Cost of sales...............................     156,459       143,533      365,537      342,476
Selling, general, and administrative........      16,015        13,155       42,599       35,759
Depreciation and amortization...............       6,734         6,076       19,006       18,161
Contract related losses.....................          --           933          699        4,132
                                              ----------    ----------   ----------     --------
Operating income............................      15,892        13,862       21,520       17,871
Interest expense............................       5,129         5,554       15,661       18,104
Other income, net...........................         (28)          (91)      (1,446)        (155)
                                              ----------    ----------   ----------     --------
Income (loss) before income taxes...........      10,791         8,399        7,305          (78)
Income tax provision........................       1,008            --          551           --
                                              ----------    ----------   ----------     --------
Net income (loss)...........................       9,783         8,399        6,754          (78)
Other comprehensive gain (loss) -- foreign
  currency translation adjustment...........        (152)         (133)           7         (176)
                                              ----------    ----------   ----------     --------
Comprehensive income (loss).................  $    9,631    $    8,266   $    6,761     $   (254)
                                              ==========    ==========   ==========     ========
Basic net income (loss) per share...........  $29,466.29    $25,298.59   $20,344.40     $(234.90)
                                              ----------    ----------   ----------     --------
Diluted net income (loss) per share.........  $29,466.29    $25,298.59   $20,344.40     $(234.90)
                                              ----------    ----------   ----------     --------
</Table>

                See notes to consolidated financial statements.
                                       F-4
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
               FOR THE PERIOD JANUARY 1, 2002 TO OCTOBER 1, 2002

<Table>
<Caption>
                                                                               ACCUMULATED
                                                   ADDITIONAL                     OTHER                  LOANS TO
                                 COMMON   COMMON    PAID-IN     ACCUMULATED   COMPREHENSIVE   TREASURY   RELATED
                                 SHARES   STOCK     CAPITAL       DEFICIT         LOSS         STOCK     PARTIES     TOTAL
                                 ------   ------   ----------   -----------   -------------   --------   --------   --------
                                                                         (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                              <C>      <C>      <C>          <C>           <C>             <C>        <C>        <C>
BALANCE, JANUARY 1, 2002.......   332     $  --     $66,852      $(26,062)        $(471)      $(49,500)  $(1,079)   $(10,260)
Noncash compensation...........    --        --         478            --            --             --        --         478
Foreign currency translation...    --        --          --            --             7                       --           7
Net income.....................    --        --          --         6,754            --             --        --       6,754
                                  ---     -----     -------      --------         -----       --------   -------    --------
BALANCE, OCTOBER 1, 2002.......   332     $  --     $67,330      $(19,308)        $(464)      $(49,500)  $(1,079)   $ (3,021)
                                  ===     =====     =======      ========         =====       ========   =======    ========
</Table>

                See notes to consolidated financial statements.
                                       F-5
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
       THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001

<Table>
<Caption>
                                                              THIRTY-NINE WEEKS ENDED
                                                              ------------------------
                                                              OCTOBER 1,    OCTOBER 2,
                                                                 2002          2001
                                                              ----------    ----------
                                                                    (UNAUDITED)
                                                                   (IN THOUSANDS)
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................   $  6,754      $    (78)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     19,006        18,161
     Amortization of deferred financing costs...............      1,073         1,074
     Contract related losses................................        699         4,132
     Noncash compensation...................................        478           107
     Deferred tax change....................................        551            --
     Gain on disposition of assets..........................        (39)          (32)
     Other..................................................          7          (176)
     Changes in assets and liabilities:
       Decrease (increase) in assets:
          Accounts receivable...............................        229           794
          Merchandise inventories...........................     (3,323)       (5,592)
          Prepaid expenses..................................        136          (332)
          Other assets......................................         37        (2,232)
       Increase (decrease) in liabilities:
          Accounts payable..................................      1,552         4,303
          Accrued salaries and vacations....................      4,496         2,446
          Liability for insurance...........................      2,547           254
          Accrued commissions and royalties.................     13,057         3,978
          Other liabilities.................................        728          (711)
                                                               --------      --------
               Net cash provided by operating activities....     47,988        26,096
                                                               --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment, net...................     (7,622)       (6,185)
  Proceeds from sale of property and equipment..............      2,387            62
  Contract rights acquired, net.............................    (35,904)      (16,420)
                                                               --------      --------
               Net cash used in investing activities........    (41,139)      (22,543)
                                                               --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayments -- revolving loans.........................   $(12,750)     $ (2,000)
  Principal payments on long-term debt......................       (862)         (862)
  Principal payments on capital lease obligations...........       (267)         (167)
  Increase in bank overdrafts...............................      2,348         1,745
  Loans to related parties..................................         --           (35)
                                                               --------      --------
               Net cash used in financing activities........    (11,531)       (1,319)
                                                               --------      --------
INCREASE/(DECREASE) IN CASH.................................     (4,682)        2,234
CASH AND CASH EQUIVALENTS:
  Beginning of period.......................................     15,142        14,726
                                                               --------      --------
  End of period.............................................   $ 10,460      $ 16,960
                                                               ========      ========
</Table>

                See notes to consolidated financial statements.
                                       F-6
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
       THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001

1.  GENERAL

     Volume Services America Holdings, Inc. ("Volume Holdings," and together
with its subsidiaries, the "Company") is a holding company, the principal assets
of which are the capital stock of its subsidiary, Volume Services America, Inc.
("Volume Services America"). Volume Holdings' financial information is therefore
substantially the same as that of Volume Services America. Volume Services
America is also a holding company, the principal assets of which are the capital
stock of its subsidiaries, Volume Services, Inc. ("Volume Services") and Service
America Corporation ("Service America"). The Company is owned by its senior
management, Blackstone Capital Partners II Merchant Banking Fund, L.P. ("BCP
II"), and General Electric Capital Corporation ("GE Capital").

     The accompanying financial statements of Volume Holdings have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
for interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair statement of results for the
interim periods.

     The results of operations for the thirty-nine week period ended October 1,
2002 are not necessarily indicative of the results to be expected for the
fifty-two week fiscal year ending December 31, 2002 due to the seasonal aspects
of the business. The accompanying consolidated financial statements and notes
thereto should be read in conjunction with the audited statements and notes
thereto for the year ended January 1, 2002.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Reclassifications.  Certain amounts in 2001 have been reclassified, where
applicable, to conform to the financial statement presentation used in 2002.

     New Accounting Standards.  In July 2001, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 142 Goodwill and Other Intangible Assets, which
became effective for the Company on January 2, 2002. SFAS No. 142 requires,
among other things, discontinuing amortization of goodwill and identifiable
intangible assets with indefinite lives. In addition, the standard includes
provisions for the reclassification of certain existing recognized intangibles
as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of assessing
potential future impairments of goodwill. The Company has adopted SFAS No. 142
and completed the required transitional impairment test and found there to be no
related impairments. In accordance with the standard, the Company discontinued
the

                                       F-7
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amortization of goodwill and trademarks, identified intangible assets which
management believes have indefinite lives. A reconciliation of net income (loss)
to adjusted net income is as follows:

<Table>
<Caption>
                                       THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED
                                     ------------------------   ------------------------
                                     OCTOBER 1,    OCTOBER 2,   OCTOBER 1,    OCTOBER 2,
                                        2002          2001         2002          2001
                                     ----------    ----------   ----------    ----------
                                        (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<S>                                  <C>           <C>          <C>           <C>
Reported net income (loss).........  $    9,783    $    8,399   $    6,754    $     (78)
  Goodwill amortization............          --           443           --        1,328
  Trademark amortization...........          --           172           --          515
                                     ----------    ----------   ----------    ---------
Adjusted net income................  $    9,783    $    9,014   $    6,754    $   1,765
                                     ==========    ==========   ==========    =========
BASIC EARNINGS PER SHARE:
  Reported net income (loss).......  $29,466.29    $25,298.59   $20,344.40    $ (234.90)
  Goodwill amortization............          --      1,333.74           --     4,001.22
  Trademark amortization...........          --        517.00           --     1,550.99
                                     ----------    ----------   ----------    ---------
  Adjusted net income..............  $29,466.29    $27,149.33   $20,344.40    $5,317.31
                                     ==========    ==========   ==========    =========
DILUTED EARNINGS PER SHARE:
  Reported net income (loss).......  $29,466.29    $25,298.59   $20,344.40    $ (234.90)
  Goodwill amortization............          --      1,333.74           --     4,001.22
  Trademark amortization...........          --        517.00           --     1,550.99
                                     ----------    ----------   ----------    ---------
  Adjusted net income..............  $29,466.29    $27,149.33   $20,344.40    $5,317.31
                                     ==========    ==========   ==========    =========
</Table>

     In August 2001, the FASB issued SFAS No. 144 Accounting for the Impairment
or Disposal of Long-Lived Assets which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded Statement of Financial Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS No. 144 became effective for the Company on January 2, 2002. The adoption
of SFAS 144 had no significant impact on the Company's financial position or
results of operations.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
First, SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 64,
Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. Because of the
rescission of SFAS No. 4, the gains and losses from the extinguishment of debt
are no longer required to be classified as extraordinary items. SFAS No. 64
amended SFAS No. 4 and is no longer needed because SFAS No. 4 is rescinded.
Second, SFAS No. 145 rescinds SFAS No. 44, Accounting for Intangible Assets of
Motor Carriers. This statement was originally issued to establish accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980. As those transitions are complete, SFAS No. 44 is no longer
needed. Third, SFAS No. 145 amends SFAS No. 13, Accounting for Leases, to
require sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The amendment
of SFAS No. 13 is effective for transactions occurring after May 15, 2002. There
has been no impact on the Company due to the amendment of SFAS No. 13. Lastly,
SFAS No. 145 makes various technical corrections to existing pronouncements that
are not substantive in nature. The Company has not yet evaluated the impact on
its financial position or results of operations of the rescission of SFAS No. 4,
44 and 64 and the other technical corrections prescribed by this statement, all
of which become effective for the Company in fiscal 2003.

                                       F-8
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
Recognition for Certain Employees Termination Benefits and Other Costs to Exit
an Activity (Including Certain Costs Incurred in a Restructuring). The Company
has not yet evaluated the impact of this statement on its financial position or
results of operations.

     On November 25, 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The Interpretation expands on the accounting guidance of
SFAS No. 5, Accounting for Contingencies, SFAS No. 57, Related Party
Disclosures, and SFAS No. 107, Disclosures about Fair Value of Financial
Instruments. The Interpretation also incorporates without change, the provisions
of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness
of Others, which it supersedes. The Interpretation does identify several
situations where the recognition of a liability at inception for a guarantor's
obligation is not required. The initial recognition and measurement provisions
of Interpretation 45 apply on a prospective basis to guarantees issued or
modified after December 31, 2002, regardless of the guarantor's fiscal year-end.
The disclosures are effective for financial statements of interim or annual
periods ending after December 15, 2002. The Company has not yet calculated the
impact of this Interpretation on its financial position or results of
operations.

     On December 31, 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and APB Opinion No. 28, Interim Financial Reporting, to require
disclosure in the summary of significant accounting policies of the effects of
an entity's accounting policy with respect to stock-based employee compensation
on reported net income and earnings per share in annual and interim financial
statements. While SFAS No. 148 does not amend SFAS No. 123 to require companies
to account for employee stock options using the fair value method, the
disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value
method of APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No.
148's amendment of the transition and annual disclosure requirements of SFAS No.
123 are effective for fiscal years ending after December 15, 2002. SFAS No.
148's amendment of the disclosure requirements of APB Opinion No. 28 is
effective for financial reports containing consolidated financial statements for
interim periods beginning after December 15, 2002. The Company has not yet
evaluated the impact of this Statement on its financial position or results of
operations.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements. This Interpretation applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This Interpretation may be
applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of
the first year restated. The Company has not yet evaluated the impact of this
Interpretation on its financial position or results of operations.
                                       F-9
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Contract Rights.  During the thirty-nine weeks ended October 1, 2002, the
Company entered into contracts to provide specified concession and other
services. Contract rights of approximately $35.9 million were purchased and will
be amortized on a straight line basis over the lives of the agreements.

     Insurance.  At the beginning of fiscal 2002, the Company adopted a high
deductible insurance program for general liability, auto liability and workers'
compensation risk. During the fiscal years 1999 through 2001, the Company had a
premium-based insurance program for general liability, automobile liability and
workers' compensation risk. Prior to fiscal 1999, the Company was primarily
self-insured for general liability, automobile liability and workers'
compensation risks, supplemented by stop-loss type insurance policies.
Management determines the estimate of the reserve for the deductible and self-
insurance considering a number of factors, including historical experience and
actuarial assessment of the liabilities for reported claims and claims incurred
but not reported.

     The Company became self-insured for employee health insurance in December
1999. Prior to December 1999, the Company had a premium-based insurance program.
The reserve for the employee health self-insurance liability is based on claims
filed and estimates for claims incurred but not reported.

     Income Taxes.  The provision for income taxes includes federal, state and
foreign taxes currently payable, and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities. A valuation allowance is
established for deferred tax assets when it is more likely than not that the
benefits of such assets will not be realized.

     Income taxes for the thirty-nine weeks ended October 1, 2002 and October 2,
2001 are calculated using the projected effective tax rate for fiscal 2002 and
2001, respectively, which in fiscal 2002 includes the reversal of approximately
$0.8 million of valuation allowances on deferred tax assets and the utilization
of approximately $0.9 million of wage and tip credits.

3.  CONTRACT RELATED LOSSES

     Contract related losses for the thirty-nine weeks ended October 1, 2002
reflect an impairment charge of approximately $0.7 million for the write-down of
contract rights. For the thirty-nine weeks ended October 2, 2001, contract
related losses consist of approximately $1.8 million for the write-down of
property and equipment and a receivable reserve of $2.3 million related to two
of the Company's customers which filed for reorganization under Chapter 11 of
the Bankruptcy Code.

4.  COMMITMENTS AND CONTINGENCIES

     The Company is from time to time involved in various legal proceedings
incidental to the conduct of its business. In the opinion of management, any
liabilities arising out of any currently pending proceedings will not have a
material adverse effect on our financial condition or results of operations.

5.  EXECUTIVE EMPLOYMENT AGREEMENT

     Effective April 15, 2002, the Company entered into an Executive Employment
Agreement (the "Agreement") with its Chief Executive Officer, Lawrence E. Honig.
The Agreement provides for the grant of stock options equal to three percent of
the total outstanding number of shares of Volume Holdings on the option issuance
date, pursuant to a stock option plan that was to be adopted within 180 days of
the effective date of the Agreement. Subsequently, the board of directors has
engaged an outside firm to evaluate various management long-term incentive
plans.

                                       F-10
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6.  NON-GUARANTOR SUBSIDIARIES FINANCIAL STATEMENTS

     The Company's $100 million in 11 1/4% senior subordinated notes due 2009
are jointly and severally guaranteed by Volume Holdings and all of the
subsidiaries of Volume Service America (the "Guarantor Subsidiaries"), except
for certain non-wholly owned U.S. subsidiaries and one non-U.S. subsidiary
(together the "Non-Guarantor Subsidiaries"). The following table sets forth the
condensed consolidating financial statements of Volume Holdings, the Guarantor
Subsidiaries and the Non-Guarantor Subsidiaries as of October 1, 2002 and
January 1, 2002 (in the case of the balance sheets), for the thirteen and
thirty-nine week periods ended October 1, 2002 and October 2, 2001 (in the case
of the statements of operations and comprehensive income (loss)) and for the
thirty-nine week periods ended October 1, 2002 and October 2, 2001 (in the case
of the statements of cash flows).

 CONSOLIDATING CONDENSED BALANCE SHEET, OCTOBER 1, 2002

<Table>
<Caption>
                                                 COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
<S>                                 <C>        <C>            <C>             <C>            <C>
                                                 ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 10,241        $   219        $     --       $ 10,460
  Accounts receivable.............        --       16,695          1,462              --         18,157
  Other current assets............        --       26,613          1,655          (7,335)        20,933
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       53,549          3,336          (7,335)        49,550
Property and equipment............        --       53,748          3,244              --         56,992
Contract rights, net..............        --      102,922            828              --        103,750
Cost in excess of net assets
  acquired, net...................        --       46,457             --              --         46,457
Investment in subsidiaries........    (3,021)          --             --           3,021             --
Other assets......................        --       29,091             22              --         29,113
                                    --------     --------        -------        --------       --------
       Total assets...............  $ (3,021)    $285,767        $ 7,430        $ (4,314)      $285,862
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 7,335        $ (7,335)      $     --
  Other current liabilities.......        --       71,842          2,293              --         74,135
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       71,842          9,628          (7,335)        74,135
Long-term debt....................        --      209,538             --              --        209,538
Other liabilities.................        --        5,210             --              --          5,210
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      286,590          9,628          (7,335)       288,883
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    67,330       67,330             --         (67,330)        67,330
  Accumulated deficit.............   (19,308)     (17,574)        (1,734)         19,308        (19,308)
  Treasury stock and other........   (51,043)     (50,579)          (464)         51,043        (51,043)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............    (3,021)        (823)        (2,198)          3,021         (3,021)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $ (3,021)    $285,767        $ 7,430        $ (4,314)      $285,862
                                    ========     ========        =======        ========       ========
</Table>

                                       F-11
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 THIRTEEN WEEK PERIOD ENDED OCTOBER 1, 2002

<Table>
<Caption>
                                               COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................   $   --      $186,674        $8,426         $    --        $195,100
Cost of sales...................       --       149,211         7,248              --         156,459
Selling, general, and
  administrative................       --        15,129           886              --          16,015
Depreciation and amortization...       --         6,483           251              --           6,734
                                   ------      --------        ------         -------        --------
Operating income................       --        15,851            41              --          15,892
Interest expense................       --         5,129                            --           5,129
Other income, net...............       --           (28)                           --             (28)
                                   ------      --------        ------         -------        --------
Income before income taxes......       --        10,750            41              --          10,791
Income tax provision............       --         1,008            --              --           1,008
                                   ------      --------        ------         -------        --------
Equity in earnings of
  subsidiaries..................    9,783            --            --          (9,783)             --
                                   ------      --------        ------         -------        --------
Net income......................    9,783         9,742            41          (9,783)          9,783
Other comprehensive
  loss -- foreign currency
  translation adjustment........       --            --          (152)             --            (152)
                                   ------      --------        ------         -------        --------
Comprehensive income (loss).....   $9,783      $  9,742        $ (111)        $(9,783)       $  9,631
                                   ======      ========        ======         =======        ========
</Table>

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  THIRTY-NINE WEEK PERIOD ENDED OCTOBER 1, 2002

<Table>
<Caption>
                                               COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................   $   --      $426,300        $23,061        $    --        $449,361
Cost of sales...................       --       345,646         19,891             --         365,537
Selling, general, and
  administrative................       --        40,316          2,283             --          42,599
Depreciation and amortization...       --        18,291            715             --          19,006
Contract related losses.........       --           699             --             --             699
                                   ------      --------        -------        -------        --------
Operating income................       --        21,348            172             --          21,520
Interest expense................       --        15,646             15             --          15,661
Other income, net...............       --        (1,445)            (1)            --          (1,446)
                                   ------      --------        -------        -------        --------
Income before income taxes......       --         7,147            158             --           7,305
Income tax provision............       --           551             --             --             551
Loss in earnings of
  subsidiaries..................    6,754            --             --         (6,754)             --
                                   ------      --------        -------        -------        --------
Net income......................    6,754         6,596            158         (6,754)          6,754
Other comprehensive
  gain -- foreign currency
  translation adjustment........       --            --              7             --               7
                                   ------      --------        -------        -------        --------
Comprehensive income............   $6,754      $  6,596        $   165        $(6,754)       $  6,761
                                   ======      ========        =======        =======        ========
</Table>

                                       F-12
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS THIRTY-NINE WEEK PERIOD ENDED
  OCTOBER 1, 2002

<Table>
<Caption>
                                                          COMBINED       COMBINED
                                              VOLUME     GUARANTOR     NON-GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
<S>                                          <C>        <C>            <C>             <C>
Cash Flows Provided by Operating
  Activities...............................   $  --       $ 47,331         $ 657         $ 47,988
                                              -----       --------         -----         --------
Cash Flows from Investing Activities:
  Purchase of property and equipment,
     net...................................      --         (7,018)         (604)          (7,622)
  Proceeds from sale of property, plant and
     equipment.............................      --          2,387            --            2,387
  Contract rights acquired, net............      --        (35,904)           --          (35,904)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (40,535)         (604)         (41,139)
                                              -----       --------         -----         --------
Cash Flows from Financing Activities:
  Net repayments -- revolving loans........      --        (12,750)           --          (12,750)
  Principal payments on long-term debt.....      --           (862)           --             (862)
  Principal payments on capital lease
     obligations...........................      --           (267)           --             (267)
  Increase in bank overdrafts..............      --          2,348            --            2,348
                                              -----       --------         -----         --------
       Net cash used in financing
          activities.......................      --        (11,531)           --          (11,531)
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --         (4,735)           53           (4,682)
Cash and cash equivalents -- beginning of
  period...................................      --         14,976           166           15,142
                                              -----       --------         -----         --------
Cash and cash equivalents -- end of
  period...................................   $  --       $ 10,241         $ 219         $ 10,460
                                              =====       ========         =====         ========
</Table>

                                       F-13
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 1, 2002

<Table>
<Caption>
                                                  COMBINED       COMBINED
                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                     --------   ------------   -------------   ------------   ------------
                                                                (IN THOUSANDS)
<S>                                  <C>        <C>            <C>             <C>            <C>
                                                  ASSETS
Current assets:
  Cash and cash equivalents........  $     --     $ 14,976        $   166        $     --       $ 15,142
  Accounts receivable..............        --       16,471          1,915              --         18,386
  Other current assets.............        --       23,667          1,028          (8,304)        16,391
                                     --------     --------        -------        --------       --------
       Total current assets........        --       55,114          3,109          (8,304)        49,919
Property and equipment.............        --       54,607          3,181              --         57,788
Contract rights, net...............        --       79,890            790              --         80,680
Cost in excess of net assets
  acquired, net....................        --       46,457             --              --         46,457
Investment in subsidiaries.........   (10,260)          --             --          10,260             --
Other assets.......................                 31,050              6              --         31,056
                                     --------     --------        -------        --------       --------
       Total assets................  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                     ========     ========        =======        ========       ========

                                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities.........  $     --     $     --        $ 8,304        $ (8,304)      $     --
  Other current liabilities........        --       54,901          1,145              --         56,046
                                     --------     --------        -------        --------       --------
       Total current liabilities...        --       54,901          9,449          (8,304)        56,046
Long-term debt.....................        --      218,400             --              --        218,400
Other liabilities..................        --        1,714             --              --          1,714
                                     --------     --------        -------        --------       --------
       Total liabilities...........        --      275,015          9,449          (8,304)       276,160
                                     --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock
  Additional paid-in capital.......    66,852       66,852             --         (66,852)        66,852
  Accumulated deficit..............   (26,062)     (24,170)        (1,892)         26,062        (26,062)
  Treasury stock and other.........   (51,050)     (50,579)          (471)         51,050        (51,050)
                                     --------     --------        -------        --------       --------
       Total stockholders'
          deficiency...............   (10,260)      (7,897)        (2,363)         10,260        (10,260)
                                     --------     --------        -------        --------       --------
Total liabilities and stockholders'
  deficiency.......................  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                     ========     ========        =======        ========       ========
</Table>

                                       F-14
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  THIRTEEN WEEK PERIOD ENDED OCTOBER 2, 2001

<Table>
<Caption>
                                               COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................       --      $170,669        $6,890              --        $177,559
Cost of sales...................       --       137,704         5,829              --         143,533
Selling, general, and
  administrative................       --        12,672           483              --          13,155
Depreciation and amortization...       --         5,864           212              --           6,076
Contract related losses.........       --           933            --              --             933
                                               --------        ------                        --------
Operating income................       --        13,496           366              --          13,862
Interest expense................       --         5,443           111              --           5,554
Other income, net...............       --           (85)           (6)             --             (91)
                                               --------        ------                        --------
Equity in earnings of
  subsidiaries..................   $8,399            --            --         $(8,399)             --
                                   ------      --------        ------         -------        --------
Net income......................    8,399         8,138           261          (8,399)          8,399
Other comprehensive
  loss -- foreign currency
  translation adjustment........       --            --          (133)             --            (133)
                                   ------      --------        ------         -------        --------
Comprehensive income............   $8,399      $  8,138        $  128         $(8,399)       $  8,266
                                   ======      ========        ======         =======        ========
</Table>

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  (LOSS) THIRTY-NINE WEEK PERIOD ENDED OCTOBER 2, 2001

<Table>
<Caption>
                                               COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................      --       $399,266        $19,133           --          $418,399
Cost of sales...................      --        325,686         16,790           --           342,476
Selling, general, and
  administrative................      --         34,504          1,255           --            35,759
Depreciation and amortization...      --         17,562            599           --            18,161
Contract related losses.........      --          4,132             --           --             4,132
                                    ----       --------        -------          ---          --------
Operating income................      --         17,382            489           --            17,871
Interest expense................      --         17,993            111           --            18,104
Other income, net...............      --           (130)           (25)          --              (155)
                                    ----       --------        -------          ---          --------
Income (loss) before income
  taxes.........................      --           (481)           403           --               (78)
Extraordinary loss..............                                    --
Loss in earnings of
  subsidiaries..................    $(78)            --             --          $78                --
                                    ----       --------        -------          ---          --------
Net income (loss)...............     (78)          (481)           403           78               (78)
Other comprehensive
  loss -- foreign currency
  translation adjustment........      --             --           (176)          --              (176)
                                    ----       --------        -------          ---          --------
Comprehensive income (loss).....    $(78)      $   (481)       $   227          $78          $   (254)
                                    ====       ========        =======          ===          ========
</Table>

                                       F-15
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS THIRTY-NINE WEEK PERIOD ENDED
  OCTOBER 2, 2001

<Table>
<Caption>
                                                          COMBINED       COMBINED
                                              VOLUME     GUARANTOR     NON-GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
<S>                                          <C>        <C>            <C>             <C>
Cash Flows from Operating Activities.......   $  --       $ 26,375         $(279)        $ 26,096
                                              -----       --------         -----         --------
Cash Flows from Investing Activities:
  Purchase of property and equipment.......      --         (6,120)          (65)          (6,185)
  Proceeds from sale of property and
     equipment.............................      --             62            --               62
  Purchase of contract rights..............      --        (16,420)           --          (16,420)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (22,478)          (65)         (22,543)
                                              -----       --------         -----         --------
Cash Flows from Financing Activities:
  Principal payments on long-term debt.....      --           (862)           --             (862)
  Net repayments -- revolving loans........      --         (2,000)           --           (2,000)
  Principal payments on capital lease
     obligations...........................      --           (167)           --             (167)
  Increase in bank overdrafts..............      --          1,745            --            1,745
  Increase in loans to related parties.....      --            (35)           --              (35)
                                              -----       --------         -----         --------
       Net cash used in financing
          activities.......................      --         (1,319)           --           (1,319)
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --          2,578          (344)           2,234
Cash and cash equivalents -- beginning of
  period...................................      --         14,158           568           14,726
                                              -----       --------         -----         --------
Cash and cash equivalents -- end of
  period...................................   $  --       $ 16,736         $ 224         $ 16,960
                                              =====       ========         =====         ========
</Table>

                                       F-16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Volume Services America Holdings, Inc.:

     We have audited the accompanying consolidated balance sheets of Volume
Services America Holdings, Inc. and subsidiaries (collectively the "Company") as
of January 2, 2001 and January 1, 2002, and the related consolidated statements
of operations and comprehensive loss, stockholders' deficiency, and cash flows
for each of the three years in the period ended January 1, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Volume Services America
Holdings, Inc. and its subsidiaries at January 2, 2001 and January 1, 2002, and
the results of its operations and cash flows for each of the three years in the
period ended January 1, 2002 in conformity with accounting principles generally
accepted in the United States of America.

March 8, 2002
(except for the second to last paragraph of note 2,
as to which the date is August 31, 2002)

Charlotte, North Carolina

                                       F-17
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                      JANUARY 2, 2001 AND JANUARY 1, 2002

<Table>
<Caption>
                                                              JANUARY 2,    JANUARY 1,
                                                                 2001          2002
                                                              -----------   -----------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
<S>                                                           <C>           <C>
                                        ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................   $ 14,726      $ 15,142
  Accounts receivable, less allowance for doubtful accounts
     of $876 and $984 at January 2, 2001 and January 1,
     2002, respectively.....................................     19,386        18,386
  Merchandise inventories...................................     11,524        13,221
  Prepaid expenses and other................................      2,524         2,469
  Deferred tax asset........................................      2,064           701
                                                               --------      --------
       Total current assets.................................     50,224        49,919
                                                               --------      --------
PROPERTY AND EQUIPMENT:
  Leasehold improvements....................................     47,036        47,548
  Merchandising equipment...................................     43,746        46,410
  Vehicles and other equipment..............................      7,473         8,426
  Construction in process...................................        203           176
                                                               --------      --------
       Total................................................     98,458       102,560
  Less accumulated depreciation and amortization............    (35,770)      (44,772)
                                                               --------      --------
       Property and equipment, net..........................     62,688        57,788
                                                               --------      --------
OTHER ASSETS:
  Contract rights, net......................................     70,793        80,680
  Cost in excess of net assets acquired, net................     48,228        46,457
  Deferred financing costs, net.............................      9,948         8,517
  Trademarks, net...........................................     17,735        17,049
  Deferred tax asset........................................         --            32
  Other.....................................................      6,080         5,458
                                                               --------      --------
       Total other assets...................................    152,784       158,193
                                                               --------      --------
TOTAL ASSETS................................................   $265,696      $265,900
                                                               ========      ========
</Table>

                See notes to consolidated financial statements.
                                       F-18
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
                      JANUARY 2, 2001 AND JANUARY 1, 2002

<Table>
<Caption>
                                                              JANUARY 2,    JANUARY 1,
                                                                 2001          2002
                                                              -----------   -----------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
<S>                                                           <C>           <C>
                       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Short-term note payable...................................   $  1,000      $  4,750
  Current maturities of long-term debt......................      1,150         1,150
  Current maturities of capital lease obligation............        225           267
  Accounts payable..........................................     14,838        14,977
  Accrued salaries and vacations............................      8,707         8,546
  Liability for insurance...................................      2,522         2,934
  Accrued taxes, including income taxes.....................      2,536         3,235
  Accrued commissions and royalties.........................     12,332        11,901
  Accrued interest..........................................      4,005         3,847
  Other.....................................................      3,164         4,439
                                                               --------      --------
       Total current liabilities............................     50,479        56,046
                                                               --------      --------
LONG-TERM LIABILITIES:
  Long-term debt............................................    216,550       218,400
  Capital lease obligation..................................        191            --
  Deferred income taxes.....................................      2,242            --
  Liability for insurance...................................      1,608           838
  Other liabilities.........................................      1,135           876
                                                               --------      --------
       Total long-term liabilities..........................    221,726       220,114
                                                               --------      --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
  Common stock, $0.01 par value -- authorized: 1,000 shares;
     issued:
     526 shares; outstanding: 332 shares....................         --            --
  Additional paid-in capital................................     66,754        66,852
  Accumulated deficit.......................................    (22,462)      (26,062)
  Accumulated other comprehensive loss......................       (262)         (471)
  Treasury stock -- at cost (194 shares)....................    (49,500)      (49,500)
  Loans to related parties..................................     (1,039)       (1,079)
                                                               --------      --------
       Total stockholders' deficiency.......................     (6,509)      (10,260)
                                                               --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY..............   $265,696      $265,900
                                                               ========      ========
</Table>

                See notes to consolidated financial statements.
                                       F-19
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002

<Table>
<Caption>
                                                        DECEMBER 28,   JANUARY 2,    JANUARY 1,
                                                            1999          2001          2002
                                                        ------------   -----------   -----------
                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                     <C>            <C>           <C>
Net sales.............................................  $   431,453    $   522,533   $   543,113
Cost of sales.........................................      342,489        424,160       446,596
Selling, general and administrative...................       42,713         47,860        48,108
Depreciation and amortization.........................       26,815         26,300        24,492
Transaction related expenses..........................        1,529          1,105            --
Contract related losses...............................        1,422          2,524         4,762
                                                        -----------    -----------   -----------
Operating income......................................       16,485         20,584        19,155
Interest expense......................................       23,029         26,577        23,429
Other income, net.....................................         (476)          (486)         (242)
                                                        -----------    -----------   -----------
Loss before income taxes..............................       (6,068)        (5,507)       (4,032)
Income tax benefit....................................       (1,549)        (1,288)         (432)
                                                        -----------    -----------   -----------
Loss before extraordinary item and cumulative effect
  of change in accounting principle...................       (4,519)        (4,219)       (3,600)
Extraordinary loss on debt extinguishment, net of
  taxes...............................................         (873)            --            --
Cumulative effect of change in accounting principle,
  net of taxes........................................         (256)            --            --
                                                        -----------    -----------   -----------
Net loss..............................................       (5,648)        (4,219)       (3,600)
Other comprehensive loss -- foreign currency
  translation adjustment..............................         (131)           (64)         (209)
                                                        -----------    -----------   -----------
Comprehensive loss....................................  $    (5,779)   $    (4,283)  $    (3,809)
                                                        ===========    ===========   ===========

Loss per share before extraordinary items and
  cumulative effect of change in accounting
  principle...........................................  $(12,220.03)   $(12,708.54)  $(10,844.55)
                                                        -----------    -----------   -----------
  Extraordinary loss per share on debt extinguishment,
     net of taxes.....................................    (2,361.23)            --            --
                                                        -----------    -----------   -----------
  Cumulative effect per share of change in accounting
     principle, net of taxes..........................      (692.41)            --            --
                                                        -----------    -----------   -----------
Basic Net Loss per share..............................  $(15,273.67)   $(12,708.54)  $(10,844.55)
                                                        ===========    ===========   ===========
Diluted Net Loss per share............................  $(15,273.67)   $(12,708.54)  $(10,844.55)
                                                        ===========    ===========   ===========
</Table>

                See notes to consolidated financial statements.
                                       F-20
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002

<Table>
<Caption>
                                                                                 ACCUMULATED
                                                     ADDITIONAL                     OTHER                  LOANS TO
                                   COMMON   COMMON    PAID-IN     ACCUMULATED   COMPREHENSIVE   TREASURY   RELATED
                                   SHARES   STOCK     CAPITAL       DEFICIT         LOSS         STOCK     PARTIES     TOTAL
                                   ------   ------   ----------   -----------   -------------   --------   --------   --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                <C>      <C>      <C>          <C>           <C>             <C>        <C>        <C>
BALANCE, DECEMBER 29, 1998.......    526    $  --     $66,474      $(12,595)        $ (67)      $     --   $(1,571)   $ 52,241
  Stock redemption...............   (194)      --          --            --            --        (49,500)       --     (49,500)
  Loans to related parties.......     --       --          --            --            --             --      (912)       (912)
  Repayment of investor notes....     --       --          --            --            --             --     1,564       1,564
  Foreign currency translation...     --       --          --            --          (131)            --        --        (131)
  Net loss.......................     --       --          --        (5,648)           --             --        --      (5,648)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, DECEMBER 28, 1999.......    332       --      66,474       (18,243)         (198)       (49,500)     (919)     (2,386)
  Noncash compensation...........     --       --         280            --            --             --        --         280
  Loans to related parties.......     --       --          --            --            --             --      (120)       (120)
  Foreign currency translation...     --       --          --            --           (64)            --        --         (64)
  Net loss.......................     --       --          --        (4,219)           --             --        --      (4,219)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, JANUARY 2, 2001.........    332       --      66,754       (22,462)         (262)       (49,500)   (1,039)     (6,509)
  Noncash compensation...........     --       --          98            --            --             --        --          98
  Loans to related parties.......     --       --          --            --            --             --       (40)        (40)
  Foreign currency translation...     --       --          --            --          (209)            --        --        (209)
  Net loss.......................     --       --          --        (3,600)           --             --        --      (3,600)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, JANUARY 1, 2002.........    332    $  --     $66,852      $(26,062)        $(471)      $(49,500)  $(1,079)   $(10,260)
                                    ====    =====     =======      ========         =====       ========   =======    ========
</Table>

                 See notes to consolidated financial statements
                                       F-21
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002

<Table>
<Caption>
                                                                          YEARS ENDED
                                                             --------------------------------------
                                                             DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                                 1999          2001         2002
                                                             ------------   ----------   ----------
                                                                         (IN THOUSANDS)
<S>                                                          <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.................................................    $ (5,648)     $ (4,219)    $ (3,600)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Extraordinary item....................................         873            --           --
     Cumulative effect of change in accounting principle...         256            --           --
     Depreciation and amortization.........................      26,815        26,300       24,492
     Amortization of deferred financing costs..............       1,475         1,511        1,431
     Contract related losses...............................       1,422         2,220        4,762
     Noncash compensation..................................          --           280           98
     Deferred tax change...................................      (3,267)       (1,158)        (911)
     Gain on disposition of assets.........................         (13)         (256)         (37)
     Other.................................................        (131)          (64)        (209)
     Changes in assets and liabilities acquisition:
       Decrease (increase) in assets:
       Accounts receivable.................................         855        (3,218)         767
       Merchandise inventories.............................      (1,362)         (577)      (1,697)
       Prepaid expenses....................................      (2,577)        2,407           55
       Other assets........................................        (639)       (1,798)      (1,612)
     Increase (decrease) in liabilities:
       Accounts payable....................................      (4,857)           74          593
       Accrued salaries and vacations......................        (466)          657         (161)
       Liability for insurance.............................      (1,609)          574         (358)
       Other liabilities...................................       4,963           (49)       1,126
                                                               --------      --------     --------
            Net cash provided by operating activities......      16,090        22,684       24,739
                                                               --------      --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment.......................     (10,418)       (6,399)      (8,052)
  Proceeds from sale of property and equipment.............         887           965          139
  Purchase of contract rights..............................     (15,882)       (7,477)     (21,367)
                                                               --------      --------     --------
            Net cash used in investing activities..........     (25,413)      (12,911)     (29,280)
                                                               --------      --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings -- revolving loans........................    $  9,500      $ (3,500)    $  6,750
  Principal payments on long-term debt.....................     (46,650)       (1,150)      (1,150)
  Proceeds from long-term debt.............................     100,000            --           --
  Payments of financing costs..............................      (6,600)           --           --
  Principal payments on capital lease obligations..........        (189)         (206)        (149)
  Increase (decrease) in bank overdrafts...................       5,563        (2,352)        (454)
  Net decrease (increase) in loans to related parties......         652          (120)         (40)
  Redemption of stock......................................     (49,500)           --           --
                                                               --------      --------     --------
            Net cash provided by (used in) financing
               activities..................................      12,776        (7,328)       4,957
                                                               --------      --------     --------
INCREASE IN CASH...........................................       3,453         2,445          416
CASH AND CASH EQUIVALENTS:
  Beginning of year........................................       8,828        12,281       14,726
                                                               --------      --------     --------
  End of year..............................................    $ 12,281      $ 14,726     $ 15,142
                                                               ========      ========     ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid............................................    $ 17,790      $ 24,934     $ 22,155
                                                               ========      ========     ========
  Income taxes paid........................................    $    578      $    391     $    696
                                                               ========      ========     ========
</Table>

                   See notes to consolidated financial statements.
                                       F-22
<PAGE>

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002

1.  GENERAL

     Volume Services America Holdings, Inc. ("Volume Holdings," and together
with its subsidiaries, the "Company") is a holding company, the principal assets
of which are the capital stock of its subsidiary, Volume Services America, Inc.
("Volume Services America"). Volume Holdings' financial information is therefore
substantially the same as that of Volume Services America. Volume Services
America is also a holding company, the principal assets of which are the capital
stock of its subsidiaries, Volume Services, Inc. ("Volume Services") and Service
America Corporation ("Service America"). The Company is owned by its senior
management, Blackstone Capital Partners II Merchant Banking Fund, L.P. ("BCP
II"), and General Electric Capital Corporation ("GE Capital"). GE Capital
controlled 36.4 percent of the Company at January 1, 2002. As of January 1,
2002, the remainder of the Company's capital stock was owned by BCP II through
its limited partnerships, BCP Volume L.P. and BCP Offshore Volume L.P.
("Blackstone") (59.4 percent) and by current and former management employees of
the Company (4.2 percent).

     At January 1, 2002, the Company had approximately 128 contracts to provide
specified concession services, including catering and novelty merchandise items
at stadiums, sports arenas, convention centers and other entertainment
facilities at various locations in the United States and Canada. Contracts to
provide these services were generally obtained through competitive bids. In most
instances, the Company has the right to provide these services in a particular
location for a period of several years, with the duration of time often a
function of the required investment in facilities or other financial
considerations. The contracts vary in length generally from 1 to 20 years.
Certain of the contracts contain renewal clauses.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation.  The consolidated financial statements include
the accounts of Volume Holdings, and its wholly owned subsidiary, Volume
Services America, and its wholly owned subsidiaries, Volume Services and Service
America. All significant intercompany transactions have been eliminated.

     Fiscal Year.  The Company has adopted a 52-53 week period ending on the
Tuesday closest to December 31 as its fiscal year end. The 1999 and 2001 fiscal
years consisted of 52 weeks and fiscal year 2000 contained 53 weeks.

     Cash and Cash Equivalents.  The Company considers temporary cash
investments purchased with an original maturity of three months or less to be
cash.

     Revenue Recognition.  The Company typically enters into one of three types
of contracts: 1) profit and loss contracts, 2) profit sharing contracts, and 3)
management fee contracts. Under profit and loss and profit-sharing contracts,
revenue from food and beverage concessions and catering contract food services
is recognized as net sales when the services are provided. Management fee
contracts provide the Company with a fixed fee or a fixed fee plus an incentive
fee and the Company bears no profit or loss risk. Fees received for management
fee contracts are included in net sales when earned.

     The aggregate amount of sales recognized by the Company and sales collected
on behalf of others under management fee contracts from services provided to the
end users of the products is defined as "managed revenues." The Company's total
managed revenues for fiscal years 1999, 2000 and 2001 were approximately
$452,679,000, $542,324,000 and $554,677,000, respectively.

     Merchandise Inventories.  Merchandise inventories consist of food,
beverage, team and other merchandise. Inventory is valued primarily at the lower
of cost or market, determined on the first-in, first-out basis.

                                       F-23
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Depreciation.  Property and equipment is stated at cost and is depreciated
on the straight-line method over the lesser of the estimated useful life of the
asset and the term of the contract at the site where such property and equipment
is located. Following are the estimated useful lives of the property and
equipment:

     - Leasehold improvements -- generally 10 years -- limited by the lease term
       or contract term, if applicable

     - Merchandising equipment -- generally 5 to 10 years limited by the
       contract term, if applicable

     - Vehicles and other equipment -- generally 2 to 10 years limited by the
       contract term, if applicable

     Contract Rights.  Contract rights, net of accumulated amortization, consist
primarily of certain directly attributable costs incurred by the Company in
obtaining or renewing contracts with clients and the adjustment to fair value of
contract rights acquired in the acquisitions of Volume Services in 1995 and
Service America in 1998. These costs for the Company are amortized on a
straight-line basis over the contract life of each such contract, which range
from 1-20 years, including optional renewal periods where the option to renew
rests solely with the Company. Accumulated amortization was approximately
$29,789,000 at January 2, 2001 and $35,321,000 at January 1, 2002.

     Cost in Excess of Net Assets Acquired.  Cost in excess of net assets
acquired (goodwill) is being amortized on the straight-line basis over 30 years.
Accumulated amortization was approximately $4,977,000 at January 2, 2001 and
$6,748,000 at January 1, 2002.

     Trademarks.  Trademarks are being amortized on a straight-line basis over
30 years. Accumulated amortization was approximately $2,865,000 at January 2,
2001 and $3,551,000 at January 1, 2002.

     Deferred Financing Costs.  Deferred financing costs are being amortized as
interest expense over the life of the respective debt using the interest method.
Accumulated amortization was approximately $3,062,000 at January 2, 2001 and
$4,492,000 at January 1, 2002.

     Impairment of Long-Lived Assets and Contract Losses.  The Company reviews
long-lived assets and contract assets for impairment whenever events or changes
in circumstances indicate that the book value of the asset may not be
recoverable. Accordingly, the Company estimates the future undiscounted cash
flows expected to result from the use of the asset and its eventual disposition.
If the sum of the expected future undiscounted cash flows is less than the
carrying amount of the asset, an impairment loss is recognized. Measurement of
an impairment loss for long-lived assets, such as property, and certain
identifiable intangibles, is based on the estimated fair value of the asset
determined by future discounted net cash flows.

     The Company assesses cost in excess of net assets acquired (goodwill) for
impairment whenever facts and circumstances indicate that the carrying amount
may not be fully recoverable. To analyze recoverability, the Company projects
future undiscounted cash flows over the remaining life of goodwill. If the sum
of the expected future undiscounted cash flows is less than the carrying amount
of goodwill, an impairment loss is recognized. Measurement of an impairment loss
for goodwill is based upon the difference between the carrying amount of
goodwill and the future undiscounted cash flows.

     Derivative Financial Instruments.  The Company accounts for derivative
financial instruments in accordance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of the Financial Accounting Standards Board ("FASB") Statement No. 133, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, which became effective for the Company on January 3, 2001. SFAS No.
133 requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. In addition, all derivatives used in hedging

                                       F-24
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. The adoption of SFAS No. 133 had an insignificant
impact on the Company's financial position.

     The Company is exposed to fluctuations in the fair value of certain
liabilities. The Company uses derivative financial instruments such as interest
rate swap agreements to manage exposure to fluctuations in the fair value of its
fixed-rate debt instruments.

     The Company does not hold or issue any derivative financial instruments for
trading purposes and is not a party to leveraged instruments. The credit risks
associated with the Company's derivative financial instruments are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparties. Although the Company may be exposed to losses in the event of
nonperformance by the counterparties, the Company does not expect such losses,
if any, to be significant.

     Insurance.  At the beginning of fiscal 1999, the Company adopted a
premium-based insurance program for general liability, automobile liability and
workers' compensation risk. Prior to fiscal 1999, the Company was primarily
self-insured for general liability, automobile liability and workers'
compensation risks, supplemented by stop-loss type insurance policies.
Management determines its estimate of the reserve for self-insurance considering
a number of factors, including historical experience and actuarial assessment of
the liabilities for reported claims and claims incurred but not reported. The
self-insurance liabilities for estimated incurred losses were discounted (using
rates between 4.92 percent and 5.11 percent at January 2, 2001 and 2.17 percent
and 5.07 percent at January 1, 2002), to their present value based on expected
loss payment patterns determined by experience. The total discounted
self-insurance liabilities recorded by the Company at January 2, 2001 and
January 1, 2002 were $2,755,000 and $2,061,000, respectively. The related
undiscounted amounts were $3,256,000 and $2,184,000, respectively.

     The Company became self-insured for employee health insurance in December
1999. Prior to December 1999, the Company had a premium-based insurance program.
The employee health self-insurance liability is based on claims filed and
estimates for claims incurred but not reported. The total liability recorded by
the Company at January 2, 2001 and January 1, 2002 was $793,000 and $951,000,
respectively.

     Cash Overdrafts.  The Company has included in accounts payable on the
accompanying consolidated balance sheets cash overdrafts totaling $7,068,000 and
$6,614,000 at January 2, 2001 and January 1, 2002, respectively.

     Foreign Currency.  The balance sheet and results of operations of the
Company's Canadian subsidiary (a subsidiary of Service America) are measured
using the local currency as the functional currency. Assets and liabilities have
been translated into United States dollars at the rates of exchange at the
balance sheet date. Revenues and expenses are translated into United States
dollars at the average rate during the period. The exchange gains and losses
arising on transactions are charged to income as incurred. Translation gains and
losses arising from the use of differing exchange rates from year to year are
included in accumulated other comprehensive loss. These amounts were not
significant for any period reported.

     Transaction Related Expenses.  Transaction related expenses in fiscal year
1999 primarily include personnel costs, rental costs and professional fees
associated with downsizing Service America Corporation's Stamford, Connecticut
office. Transaction related expenses in fiscal year 2000 consist primarily of
nonrecurring strategic corporate costs.

     Income Taxes.  The provision for income taxes includes federal, state and
foreign taxes currently payable, and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities. A valuation allowance is
established for deferred tax assets when it is more likely than not that the
benefits of such assets will not be realized.

                                       F-25
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Segment Reporting.  The combined operations of the Company, consisting of
contracts to provide concession services, including catering and novelty
merchandise items at stadiums, sports arenas, convention centers and other
entertainment facilities, comprise one reportable segment.

     Reclassifications.  Certain amounts in 1999 and 2000 have been
reclassified, where applicable, to conform to the financial statement
presentation used in 2001.

     Noncash Compensation.  The Company has elected to follow the accounting
provisions of Accounting Principles Board Opinion ("APBO") No. 25, Accounting
for Stock Issued to Employees for Stock-Based Compensation.

     New Accounting Standards.  The Company adopted SFAS No. 141, Business
Combinations, as of July 4, 2001. SFAS No. 141 requires, among other things, the
purchase method of accounting for business combinations initiated after June 30,
2001, eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The adoption of SFAS No. 141
had no significant impact on the Company's financial position or results of
operation.

     In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets which became effective for the Company on January 2, 2002. SFAS No. 142
requires, among other things, the discontinuance of goodwill and trademark
amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. The Company has adopted SFAS No. 142 as of January 2,
2002 and completed the required transitional impairment test and found there to
be no related impairments. Goodwill and trademark amortization (pre-tax) was
approximately $2,504,000, $2,458,000, and $2,458,000 for fiscal years 1999, 2000
and 2001, respectively. Had SFAS No. 142 been in effect for these fiscal years,
the adjusted net income would have been as follows:

<Table>
<Caption>
                                                              FISCAL YEAR ENDED
                                                ----------------------------------------------
                                                 DECEMBER 28,     JANUARY 2,      JANUARY 1,
                                                     1999            2001            2002
                                                --------------   -------------   -------------
                                                 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<S>                                             <C>              <C>             <C>
Reported net loss.............................    $    (5,648)    $    (4,219)    $    (3,600)
Goodwill amortization.........................          1,817           1,771           1,771
Trademark amortization........................            687             687             687
                                                  -----------     -----------     -----------
Adjusted net loss.............................    $    (3,144)    $    (1,761)    $    (1,142)
                                                  ===========     ===========     ===========
BASIC NET LOSS PER SHARE:
  Reported net loss...........................    $(15,273.67)    $(12,708.54)    $(10,844.55)
  Goodwill amortization.......................       4,914.03        5,334.95        5,334.95
  Trademark amortization......................       1,857.06        2,067.98        2,067.98
                                                  -----------     -----------     -----------
  Adjusted net loss...........................    $ (8,502.59)    $ (5,305.60)    $ (3,441.61)
                                                  ===========     ===========     ===========
DILUTED NET LOSS PER SHARE:
  Reported net loss...........................    $(15,273.67)    $(12,708.54)    $(10,844.55)
  Goodwill amortization.......................       4,914.03        5,334.95        5,334.95
  Trademark amortization......................       1,857.06        2,067.98        2,067.98
                                                  -----------     -----------     -----------
  Adjusted net loss...........................    $ (8,502.59)    $ (5,305.60)    $ (3,441.61)
                                                  ===========     ===========     ===========
</Table>

                                       F-26
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of. SFAS No. 144 will be effective for the
Company on January 2, 2002. The Company is currently assessing, but has not yet
determined the impact of SFAS No. 144 on its financial position and results of
operations.

3.  CHANGE IN ACCOUNTING PRINCIPLE

     In fiscal year 1999, the Company adopted the provisions of the American
Institute of Certified Public Accountants Statement of Position 98-5, Reporting
on the Costs of Start-up Activities, which requires that costs of start-up
activities be expensed as incurred, as of December 28, 1999. As a result, the
Company recorded a charge of $256,000 net of tax (approximately $170,000)
reflecting the effect of the change in accounting principle during fiscal year
1999.

4.  SIGNIFICANT RISKS AND UNCERTAINTIES

     Use of Estimates.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company's most
significant financial statement estimates include the estimate of the
recoverability of contract rights and related assets, potential litigation
claims and settlements, the liability for self-insured claims, the valuation
allowance for deferred tax assets and the allowance for doubtful accounts.
Actual results could differ from those estimates.

     Certain Risk Concentrations.  Financial instruments that potentially
subject the Company to a concentration of credit risk principally consist of
cash equivalents, short-term investments and accounts receivable. The Company
places its cash equivalents and short-term investments with high-credit
qualified financial institutions and, by practice, limits the amount of credit
exposure to any one financial institution.

     Concentrations of credit risk with respect to accounts receivable are
limited due to many customers comprising the Company's customer base and their
dispersion across different geographic areas. For the fiscal years ended
December 28, 1999, January 2, 2001 and January 1, 2002, the Company had one
customer that accounted for approximately 11.1 percent, 9.8 percent, and 10.0
percent of operating revenues, respectively.

     The Company's revenues and earnings are dependent on various factors such
as attendance levels and the number of games played by the professional football
and baseball teams which are tenants at facilities serviced by the Company,
which can be favorably impacted if the teams qualify for post-season play, or
adversely affected if there are stoppages such as strikes by the teams.

                                       F-27
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  DEBT

     Long-term debt consists of the following (in thousands):

<Table>
<Caption>
                                                                2000       2001
                                                              --------   --------
<S>                                                           <C>        <C>
Term B borrowings...........................................  $112,700   $111,550
Revolving loans.............................................     5,000      8,000
Senior subordinated notes...................................   100,000    100,000
                                                              --------   --------
                                                               217,700    219,550
Less -- current portion of long-term debt...................    (1,150)    (1,150)
                                                              --------   --------
Total long-term debt........................................  $216,550   $218,400
                                                              ========   ========
</Table>

     1998 Credit Agreement.  On December 3, 1998, Volume Services America (the
"Borrower") entered into a credit agreement, which provided for $160,000,000 in
term loans, consisting of $40,000,000 of Tranche A term loans ("Term Loan A")
and $120,000,000 of Tranche B term loans ("Term Loan B" and together with Term
Loan A, the "Term Loans") and a $75,000,000 revolving credit facility (the
"Revolving Credit Facility"). Borrowings under the Term Loans were used to repay
in full all outstanding indebtedness of Volume Services and Service America
under their then existing credit facilities and to pay fees and expenses
incurred in connection with the acquisition of Service America and the credit
agreement. All borrowings under the credit facility are secured by substantially
all the assets of Volume Holdings and the majority of its subsidiaries,
including Volume Services and Service America. The commitments under the
Revolving Credit Facility are available to fund capital investment requirements,
working capital and general corporate needs of the Company. On March 4, 1999,
the $40,000,000 of Term A borrowings and $5,000,000 of Term B borrowings were
repaid with the proceeds from the Senior Subordinated Notes discussed below.

     Installments of Term Loan B are due in consecutive quarterly installments
on the last day of each fiscal quarter with 25 percent of the following annual
amounts being paid on each installment date: $1,150,000 in each year from 2002
through 2005, and $106,950,000 in 2006.

     The Revolving Credit Facility allows the Company to borrow up to
$75,000,000 and includes a sub-limit of $35,000,000 for letters of credit which
reduce availability under the Revolving Credit Facility and a sub-limit of
$5,000,000 for Swingline Loans. Revolving Loans must be repaid at the Revolving
Credit Facility maturity date and Swingline Loans must be either repaid within
one month or converted to Revolving Loans. The Revolving Credit Facility will
mature on December 3, 2004. At January 1, 2002, $12,750,000 was outstanding
under the Revolving Credit Facility, consisting of $8,000,000 in Revolving Loans
and $4,750,000 in Swingline Loans (included in short-term note payable), and
approximately $12,039,000 of letters of credit were outstanding but undrawn.

     Borrowings under the credit agreement bear interest at floating rates based
upon the interest rate option elected by the Company and the Company's leverage
ratio. The weighted average interest rates at January 2, 2001 were 10.25 percent
for Term Loan B and 11.5 percent for the Revolving Credit Facility. The weighted
average interest rates at January 1, 2002 were 6.38 percent for Term Loan B and
5.61 percent for the Revolving Credit Facility.

     The credit agreement calls for mandatory prepayment of the loans under
certain circumstances and optional prepayment without penalty. The credit
agreement contains covenants that require the Company to comply with certain
financial covenants, including a maximum net leverage ratio, an interest
coverage ratio and a minimum consolidated cash net worth test, as defined. At
January 1, 2002, the Company was in compliance with all covenants. In addition,
Volume Services America is restricted in its ability to pay

                                       F-28
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dividends and other restricted payments in an amount greater than approximately
$49,500,000 at January 1, 2002.

     Senior Subordinated Notes.  On March 4, 1999, Volume Services America
completed a private placement of 11 1/4 percent Senior Subordinated Notes in the
aggregate principal amount of $100 million. On September 30, 1999, the Company
exchanged the Senior Subordinated Notes for notes which have been registered
under the Securities Act of 1933, as amended. The notes mature on March 1, 2009
and interest is payable on March 1 and September 1 of each year, beginning on
September 1, 1999. Such notes are unsecured, are subordinated to all the
existing debt and any future debt of Volume Services America, rank equally with
all of the other Senior Subordinated debt of Volume Services America, and senior
to all of Volume Services America's existing and subordinated debt. Furthermore,
the debt is guaranteed by the Company and all of the subsidiaries of Volume
Services America, except for certain non-wholly owned U.S. subsidiaries and one
non-U.S. subsidiary.

     The proceeds of the notes were used to (i) repay $40,000,000 of Term A
Borrowings and $5,000,000 of Term B Borrowings, (ii) fund the repurchase by
Volume Holdings of 194 shares of Volume Holdings common stock for $49,500,000
and the repayment by Volume Holdings of a $500,000 note in favor of GE Capital
and (iii) pay fees and expenses incurred in connection with the notes and the
consent from lenders to an amendment to the Credit Agreement. In conjunction
with the notes, Volume Services America recognized an extraordinary loss of
$873,000, net of taxes (approximately $570,000), in its statement of operations
for the early extinguishment of $45,000,000 of Term Loans in fiscal year 1999.

     Aggregate annual maturities of long-term debt at January 1, 2002 are as
follows (in thousands):

<Table>
<S>                                                           <C>
2002........................................................  $  1,150
2003........................................................     1,150
2004........................................................     9,150
2005........................................................     1,150
2006........................................................   106,950
Thereafter..................................................   100,000
                                                              --------
     Total..................................................  $219,550
                                                              ========
</Table>

6.  CAPITAL LEASE OBLIGATION

     The Company is obligated to make minimum lease payments under a capital
lease agreement. The following is a schedule of future minimum lease payments
under the capital lease as of January 1, 2002 (in thousands):

<Table>
<S>                                                           <C>
2002........................................................  $279
Less -- amount representing interest........................   (12)
                                                              ----
     Total capital lease obligation.........................  $267
                                                              ====
</Table>

     Under the terms of the lease agreement, certain equipment is pledged to
secure performance as follows (in thousands):

<Table>
<S>                                                           <C>
Equipment...................................................  $ 914
Accumulated depreciation....................................   (343)
                                                              -----
     Total..................................................  $ 571
                                                              =====
</Table>

                                       F-29
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  INCOME TAXES

     The components of deferred taxes are (in thousands):

<Table>
<Caption>
                                                               2000      2001
                                                              -------   -------
<S>                                                           <C>       <C>
Deferred tax liabilities:
  Intangibles (goodwill, contract rights and trademarks)....  $(6,711)  $(6,509)
  Other.....................................................     (455)   (1,130)
                                                              -------   -------
                                                               (7,166)   (7,639)
                                                              -------   -------
Deferred tax assets:
  Difference between book and tax basis of property.........    1,129         2
  Bad debt reserves.........................................      334       291
  Inventory reserves........................................      203       144
  Other reserves and accrued liabilities....................    2,789     4,692
  General business and AMT credit carryforwards.............      822     3,499
  Accrued compensation and vacation.........................      954       980
  Net operating loss carryforward...........................      757     1,021
                                                              -------   -------
                                                                6,988    10,629
Valuation allowance.........................................       --    (2,257)
                                                              -------   -------
                                                                6,988     8,372
Net deferred tax asset (liability)..........................  $  (178)  $   733
                                                              =======   =======
Net deferred tax liability is recognized as follows in the
  accompanying 2000 and 2001 consolidated balance sheets:
  Current deferred tax asset................................  $ 2,064   $   701
  Noncurrent deferred tax asset (liability).................   (2,242)       32
                                                              -------   -------
Net deferred tax asset (liability)..........................  $  (178)  $   733
                                                              =======   =======
</Table>

     At January 1, 2002, the Company has approximately $15,105,000 of net
operating loss carryforwards, $7,754,000 of which are from the acquisition of
Service America. These carryforwards expire in varying amounts beginning in
years 2004 through 2020. The Company's future ability to utilize the acquired
Service America net operating loss carryforward is limited to some extent by
Section 382 of the Internal Revenue Code of 1986, as amended. At January 1,
2002, the Company has approximately $5,212,000 of tax credit carryforwards.
These tax credit carryforwards resulted primarily from wage credits generated
pursuant to a review of prior year returns. These carryforwards expire in
varying amounts beginning in years 2005 through 2021.

     At January 1, 2002, the Company established a valuation allowance of
$2,257,000 related to net operating losses and credit carryforwards. Management
believes that, based on a number of factors, the available objective evidence
creates sufficient uncertainty regarding the realizability of these net
operating losses and credit carryovers. These carryovers are dependent upon
future income.

     Although realization of the net deferred tax assets is not assured,
management believes that it is more likely than not that all of the net deferred
tax assets will be realized. The amount of net deferred tax assets considered
realizable, however, could be reduced in the near term based on changing
conditions.

                                       F-30
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The benefit for income taxes is as follows (in thousands):

<Table>
<Caption>
                                                                FISCAL YEAR ENDED
                                                      --------------------------------------
                                                      DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                          1999          2001         2002
                                                      ------------   ----------   ----------
<S>                                                   <C>            <C>          <C>
Current provision (benefit).........................    $ 1,718       $  (130)      $ 478
Deferred benefit....................................     (3,267)       (1,158)       (910)
                                                        -------       -------       -----
     Total benefit for income taxes.................    $(1,549)      $(1,288)      $(432)
                                                        =======       =======       =====
</Table>

     The difference between the statutory federal income tax rate and the
effective tax rate on net loss is as follows:

<Table>
<Caption>
                                                                FISCAL YEAR ENDED
                                                      --------------------------------------
                                                      DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                          1999          2001         2002
                                                      ------------   ----------   ----------
<S>                                                   <C>            <C>          <C>
Statutory rate......................................      (34)%         (34)%        (34)%
Differences:
  State income taxes................................       (3)           (1)          11
  Nondeductible expenses (meals and
     entertainment).................................        1             4            2
  Adjustment to valuation allowance.................       --            --           56
  Goodwill..........................................        8             9           13
  Federal tax credits...............................       (2)           (1)         (56)
  Foreign tax reserve...............................        3            --           --
  Other.............................................        1            --           (3)
                                                          ---           ---          ---
       Total benefit for income taxes...............      (26)%         (23)%        (11)%
                                                          ===           ===          ===
</Table>

8.  EQUITY TRANSACTIONS

     Stock Redemption.  From the proceeds of the Senior Subordinated Notes
described in Note 5, Volume Services America paid a $50,000,000 dividend in 1999
to Volume Holdings. Volume Holdings used the proceeds to redeem 194 shares of
its common stock (the "Stock Redemption") and to repay a $500,000 note in favor
of GE Capital.

     Loans to Related Parties.  At January 2, 2001 and January 1, 2002, the
Company has made loans to VSI Management Direct L.P. and another partnership
which hold a direct and an indirect ownership, respectively, in the Company. The
loans were used to fund the repurchase of partnership interests from former
members of management. Accordingly, these amounts have been included as a
reduction to stockholders' equity.

     Noncash Compensation.  During fiscal 2000, certain management employees
purchased units in two partnerships that have an indirect ownership in the
Company. These purchases were financed with nonrecourse loans. The terms of the
purchase agreements are such that the issuance of these units is a variable
plan, which requires the Company to revalue the units at each measurement date
for changes in the fair value of the units. The related compensation expense is
recorded in selling, general, and administrative expenses in the statement of
operations and comprehensive loss, for fiscal years 2000 and 2001. Had
compensation costs been determined as prescribed by SFAS No. 123, Accounting for
Stock-Based Compensation, the effect on the Company's net earnings would not
have been significant.

                                       F-31
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9.  INTEREST RATE HEDGING ARRANGEMENTS

     Effective April 15, 1999, the Company entered into an interest cap
transaction with the Union Bank of California ("UBOC") for a $10,000,000
notional amount for $4,200. The interest rate cap protected the Company if the
three-month LIBOR exceeds 7.5 percent through January 16, 2001.

     The Company entered into an interest rate swap transaction on April 16,
1999 with UBOC for a $30,000,000 notional amount with no up front cost. This
swap provided that the Company pay UBOC one-month LIBOR and that UBOC pay the
Company 5.375 percent each month until April 20, 2001. On October 20, 1999, the
Company sold an interest rate floor on this swap to UBOC and received $34,000.
The interest rate floor was marked-to-market. Consequently, in the event that
one-month LIBOR was less than 5.375 percent the Company would pay 5.375 percent.

     All interest rate hedging arrangements expired in fiscal 2001.

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair value of financial instruments and related underlying
assumptions are as follows:

     Long-Term Debt.  The Company estimates that the carrying value at January
2, 2001 and January 1, 2002 approximates the fair value of the Term Loans and
Revolving Credit Facility based upon the variable rate of interest and frequent
repricing. The Company estimates the fair value of the Senior Subordinated Notes
to be approximately $87,000,000 (book value of $100,000,000) at January 2, 2001
and $97,000,000 (book value $100,000,000) at January 1, 2002 based on
third-party quotations for the same or similar issues.

     Interest Rate Hedging Arrangements.  At January 2, 2001, the Company
estimated the fair values of the interest rate swap, cap and floor as a loss of
$114,389, $0 and a loss of $620, respectively. These figures represent the
estimated amounts the Company would have paid or received to terminate these
financial instrument agreements, as quoted by the financial institution. As of
January 1, 2002 all arrangements the Company had been party to have matured.

     Current Assets and Current Liabilities.  The Company estimates the carrying
value of these assets and liabilities to approximate their fair value based upon
the nature of the financial instruments and their relatively short duration.

11.  COMMITMENTS AND CONTINGENCIES

     Leases and Client Contracts.  The Company operates primarily at its
clients' premises pursuant to written contracts. The length of a contract
generally ranges from 1 to 20 years. Certain of these client contracts provide
for payment by the Company to the client for both fixed and variable commissions
and royalties. Aggregate commission and royalty expense under these agreements
was $131,056,000, $168,782,000 and $183,324,000 for fiscal years 1999, 2000 and
2001, respectively. Minimum guaranteed commission and royalty expense was
approximately $9,955,000, $10,223,000 and $7,016,000 for fiscal years 1999, 2000
and 2001, respectively.

     The Company leases a number of real properties and other equipment under
varying lease terms which are noncancelable. In addition, the Company has
numerous month-to-month leases. Rent expense was approximately $1,085,000,
$1,080,000 and $961,000 in fiscal 1999, fiscal 2000 and fiscal 2001,
respectively.

                                       F-32
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Future minimum commitments for all operating leases and minimum commissions
and royalties due under client contracts are as follows (in thousands):

<Table>
<Caption>
                                                                          COMMISSIONS
                                                              OPERATING       AND
YEAR                                                           LEASES      ROYALTIES
----                                                          ---------   -----------
<S>                                                           <C>         <C>
2002........................................................    $389        $ 7,610
2003........................................................     372          5,851
2004........................................................     155          5,211
2005........................................................      34          4,651
2006........................................................      --          2,406
Thereafter..................................................      --            854
                                                                ----        -------
     Total..................................................    $950        $26,583
                                                                ====        =======
</Table>

     Employment Contracts.  The Company has employment agreements and
arrangements with its executive officers and certain management personnel. The
agreements generally continue until terminated by the executive or the Company,
and provide for severance payments under certain circumstances. The agreements
include a covenant against competition with the Company, which extends for a
period of time after termination for any reason. As of January 1, 2002, if all
of the employees under contract were to be terminated by the Company without
good cause (as defined) under these contracts, the Company's liability would be
approximately $6.0 million.

     Commitments.  Pursuant to its contracts with various clients, the Company
is committed to spend approximately $11,307,000 during 2002 and $1,186,000
during 2003 for equipment improvements and location contract rights.

     At January 1, 2002, the Company has $7,468,000 of letters of credit
collateralizing the Company's performance and other bonds, and $3,145,000 in
letters of credit collateralizing the self-insurance reserves of the Company,
and $1,426,000 in other letters of credit.

     Contingencies.  On April 20, 2001 one of the Company's customers filed for
Chapter 11 bankruptcy. The Company had approximately $3.2 million of receivables
and leasehold improvements recorded at the time of the filings relating to this
customer. The proceedings of the filing are in the preliminary stages; however,
based on the most recent information, the Company wrote-off $2.5 million of
other assets primarily representing long term receivables. The Company had
approximately $600,000 in equipment and leasehold improvements recorded at
January 1, 2002.

     In July 2000, the Company entered into an agreement to manage an arena in
the City of Bridgeport, Connecticut once the City completed its construction.
The City recently asserted a claim against the Company of approximately $2.1
million dollars for certain construction charges the City incurred in building
the arena. The Company believes that it has a strong defense to the claim.

     Litigation.  There are various claims and pending legal actions against or
indirectly involving the Company. It is the opinion of management, after
considering a number of factors, including, but not limited to, the current
status of the litigation (including any settlement discussions), views of
retained counsel, the nature of the litigation, the prior experience of the
Company, and the amounts which the Company has accrued for known contingencies,
that the ultimate disposition of these matters will not materially affect the
financial position or future results of operations of the Company.

                                       F-33
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12.  RELATED PARTY TRANSACTIONS

     Management Fees.  Certain administrative and management functions are
provided to the Company by the Blackstone Group and GE Capital through
monitoring agreements. The Company paid Blackstone Management Partners II L.P.,
an affiliate of Blackstone, a fee of $250,000 in fiscal years 1999, 2000 and
2001. GE Capital was paid management fees of $167,000 in fiscal years 1999, 2000
and 2001. Such amounts are included in selling, general and administrative
expenses.

     Leasing Services.  GE Capital and its affiliates provide leasing and
financing services to the Company. Payments to GE Capital and its affiliates for
fiscal years 1999, 2000 and 2001 for such services, net of discounts earned,
were approximately $185,000, $165,000 and $95,000, respectively, and are
included in selling, general and administrative expenses. The Company also
leases equipment from GE Capital under a capital lease (Note 6).

     Management Incentive Agreement.  The Company maintains a discretionary
incentive plan whereby general managers and senior management personnel qualify
for incentive payments in the event that the Company has exceeded certain
financial performance targets determined on an annual basis. The Company has
accrued approximately $1,597,000 and $1,096,000 in accrued salaries and
vacations in the accompanying balance sheets at January 2, 2001 and January 1,
2002, respectively, for such incentives payable to certain general managers and
senior management personnel. These amounts are included in selling, general, and
administrative expenses.

13.  RETIREMENT PLAN

     Effective February 15, 2000, the Volume Service 401(k) plan was merged into
the Service America 40l(k) plan, forming the Volume Services America 401(k)
defined contribution plan. This plan covers substantially all Volume Services
America employees. Employees may contribute up to 16 percent of their eligible
earnings and the Company will match 25 percent of employee contributions up to
the first 6 percent of employee compensation, with an additional discretionary
match up to 50 percent. The Company's contributions to the previous individual
plans and the combined plan were approximately $178,000 for fiscal 1999,
$319,000 for fiscal 2000 and $397,000 in fiscal 2001.

     Multi-Employer Pension Plans.  Certain of the Company's union employees are
covered by multi-employer defined benefit pension plans administered by unions.
Under the Employee Retirement Income Security Act ("ERISA"), as amended, an
employer upon withdrawal from a multi-employer pension plan is required to
continue funding its proportionate share of the plan's unfunded vested benefits.
Amounts charged to expense and contributed to the plans were not material for
the periods presented.

14.  CONTRACT RELATED LOSSES

     During fiscal years 1999, 2000 and 2001, several contracts which the
Company intends to continue operating were identified as impaired, as the future
undiscounted cash flows of each of these contracts was estimated to be
insufficient to recover the related carrying value of the property and equipment
and contract rights associated with each contract. As such, the carrying values
of these contracts were written down to the Company's estimate of fair value
based on the present value of the discounted future cash flows. The Company
wrote down approximately $573,000 of property and equipment and $448,000 of
contract rights in fiscal 1999 and approximately $976,000 of property and
equipment, $221,000 of contract rights and $269,000 of other assets in fiscal
2000. In fiscal 2001, the Company wrote down approximately $2.3 million of
property and equipment and contract rights. In addition, the Company recorded an
impairment charge of approximately $2.5 million for the write down of other
assets, as described in Note 11.

                                       F-34
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     During fiscal 1999, the Company recorded a loss for an underperforming
contract to reserve for the estimated future losses of approximately $401,000.

     On June 12, 1998, Service America commenced arbitration proceedings through
the American Arbitration Association in New York, New York against Silver
Huntington Realty LLC and Silver Huntington LLC. In May 2000, the arbitrator
reached a decision in this matter. The decision provided for no payment from
either party to the other. As a result, the Company wrote off related assets in
the amount of $754,000 and recorded approximately $305,000 in related legal
fees.

15.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     Quarterly operating results for the years ended January 2, 2001 and January
1, 2002 are as follows (in thousands):

<Table>
<Caption>
                                    FIRST     SECOND     THIRD      FOURTH
YEAR ENDED JANUARY 2, 2001         QUARTER   QUARTER    QUARTER    QUARTER     TOTAL
--------------------------         -------   --------   --------   --------   --------
<S>                                <C>       <C>        <C>        <C>        <C>
Net sales........................  $80,120   $143,637   $188,289   $110,487   $522,533
Cost of sales....................   64,243    115,733    151,810     92,374    424,160
Selling, general, and
  administrative.................    9,577     13,037     14,235     11,011     47,860
Depreciation and amortization....    6,489      6,686      6,791      6,334     26,300
Transaction related expenses.....      770         12          9        314      1,105
Contract related losses..........      205      1,809        510         --      2,524
                                   -------   --------   --------   --------   --------
Operating income (loss)..........   (1,164)     6,360     14,934        454     20,584
Interest expense, net............    6,602      6,551      6,773      6,651     26,577
Other income, net................      (48)      (109)      (135)      (194)      (486)
                                   -------   --------   --------   --------   --------
Income (loss) before income
  taxes..........................   (7,718)       (82)     8,296     (6,003)    (5,507)
Income tax provision (benefit)...      124     (2,129)     2,112     (1,395)    (1,288)
                                   -------   --------   --------   --------   --------
Net income (loss)................  $(7,842)  $  2,047   $  6,184   $ (4,608)  $ (4,219)
                                   =======   ========   ========   ========   ========
</Table>

<Table>
<Caption>
                                   FIRST      SECOND     THIRD      FOURTH
YEAR ENDED JANUARY 1, 2002        QUARTER    QUARTER    QUARTER    QUARTER     TOTAL
--------------------------        --------   --------   --------   --------   --------
<S>                               <C>        <C>        <C>        <C>        <C>
Net sales.......................  $ 83,194   $157,646   $177,559   $124,714   $543,113
Cost of sales...................    70,972    127,972    143,533    104,119    446,596
Selling, general, and
  administrative................    10,321     12,281     13,155     12,351     48,108
Depreciation and amortization...     6,008      6,077      6,076      6,331     24,492
Contract related losses.........        --      3,199        933        630      4,762
                                  --------   --------   --------   --------   --------
Operating income (loss).........    (4,107)     8,117     13,862      1,283     19,155
Interest expense, net...........     6,545      6,006      5,554      5,324     23,429
Other income, net...............       (21)       (44)       (91)       (86)      (242)
                                  --------   --------   --------   --------   --------
Income (loss) before income
  taxes.........................   (10,631)     2,155      8,399     (3,955)    (4,032)
Income tax benefit..............        --         --         --       (432)      (432)
                                  --------   --------   --------   --------   --------
Net income (loss)...............  $(10,631)  $  2,155   $  8,399   $ (3,523)  $ (3,600)
                                  ========   ========   ========   ========   ========
</Table>

                                       F-35
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16.  NON-GUARANTOR SUBSIDIARIES FINANCIAL STATEMENTS

     The senior subordinated notes are jointly and severally guaranteed by the
Company and all of the subsidiaries of Volume Services America, except for
certain non-wholly owned U.S. subsidiaries and one non-U.S. subsidiary. The
following table sets forth the condensed consolidated financial statements of
the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of
and for the periods ended January 2, 2001 and January 1, 2002 (in the case of
the balance sheet) and for the years ended December 28, 1999, January 2, 2001
and January 1, 2002 (in the case of the statement of operations and the cash
flows):

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE
  LOSS, YEAR ENDED DECEMBER 28, 1999

<Table>
<Caption>
                                                  COMBINED       COMBINED
                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                     --------   ------------   -------------   ------------   ------------
                                                                (IN THOUSANDS)
<S>                                  <C>        <C>            <C>             <C>            <C>
Net sales..........................  $    --      $402,150        $29,303         $   --        $431,453
Cost of sales......................       --       318,627         23,862             --         342,489
Selling, general, and
  administrative...................       --        39,123          3,590             --          42,713
Depreciation and amortization......       --        24,402          2,413             --          26,815
Transaction related expenses.......       --         1,529             --             --           1,529
Contract related losses............       --           972            450             --           1,422
                                     -------      --------        -------         ------        --------
Operating income (loss)............       --        17,497         (1,012)            --          16,485
Interest expense...................       --        23,029             --             --          23,029
Other income, net..................       --          (461)           (15)            --            (476)
                                     -------      --------        -------         ------        --------
Loss before income taxes...........       --        (5,071)          (997)            --          (6,068)
Income tax benefit.................       --        (1,549)            --             --          (1,549)
                                     -------      --------        -------         ------        --------
Loss before extraordinary item and
  cumulative effect of change in
  accounting principle.............       --        (3,522)          (997)            --          (4,519)
Extraordinary item, net of taxes...       --          (873)            --             --            (873)
Cumulative effect of change in
  accounting principle, net of
  taxes............................       --          (256)            --             --            (256)
Loss in earnings of subsidiaries...   (5,648)           --             --          5,648              --
                                     -------      --------        -------         ------        --------
Net loss...........................   (5,648)       (4,651)          (997)         5,648          (5,648)
Other comprehensive loss -- foreign
  currency.........................       --            --           (131)            --            (131)
                                     -------      --------        -------         ------        --------
Comprehensive loss.................  $(5,648)     $ (4,651)       $(1,128)        $5,648        $ (5,779)
                                     =======      ========        =======         ======        ========
</Table>

                                       F-36
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED DECEMBER 28, 1999

<Table>
<Caption>
                                                        COMBINED       COMBINED
                                            VOLUME     GUARANTOR     NON-GUARANTOR
                                           HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                           --------   ------------   -------------   ------------
                                                               (IN THOUSANDS)
<S>                                        <C>        <C>            <C>             <C>
Cash flows from operating activities.....  $     --     $ 11,759        $ 4,331        $ 16,090
                                           --------     --------        -------        --------
Cash flows from investing activities:
  Purchase of property and equipment.....        --       (9,423)          (995)        (10,418)
  Proceeds from sale of property, plant
     and equipment.......................        --          887             --             887
  Purchase of contract rights............        --      (15,221)          (661)        (15,882)
                                           --------     --------        -------        --------
       Net cash used in investing
          activities.....................        --      (23,757)        (1,656)        (25,413)
                                           --------     --------        -------        --------
Cash flows from financing activities:
  Net borrowings -- revolving loans......        --        9,500             --           9,500
  Principal payments on long-term debt...        --      (46,650)            --         (46,650)
  Proceeds from long-term debt...........        --      100,000             --         100,000
  Payments of financing costs............        --       (6,600)            --          (6,600)
  Principal payments on capital lease
     obligations.........................        --         (189)            --            (189)
  Increase in bank overdrafts............        --        5,483             80           5,563
  Dividend from subsidiary...............    49,500      (49,500)            --              --
  Redemption of stock....................   (49,500)          --             --         (49,500)
  Decrease in loans to related parties...        --          652             --             652
                                           --------     --------        -------        --------
       Net cash provided by financing
          activities.....................        --       12,696             80          12,776
                                           --------     --------        -------        --------
Increase in cash.........................        --          698          2,755           3,453
Cash and cash equivalents:
  Beginning of year......................        --        8,692            136           8,828
                                           --------     --------        -------        --------
  End of year............................  $     --     $  9,390        $ 2,891        $ 12,281
                                           ========     ========        =======        ========
</Table>

                                       F-37
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 2, 2001

<Table>
<Caption>
                                                 COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
<S>                                 <C>        <C>            <C>             <C>            <C>
                                                 ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 14,158        $   568        $     --       $ 14,726
  Accounts receivable.............        --       17,272          2,114              --         19,386
  Other current assets............        --       23,791            990          (8,669)        16,112
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       55,221          3,672          (8,669)        50,224
Property and equipment............        --       59,045          3,643              --         62,688
Contract rights, net..............        --       69,506          1,287              --         70,793
Cost in excess of net assets
  acquired, net...................        --       48,228             --              --         48,228
Investment in subsidiaries........    (6,509)          --             --           6,509             --
Other assets......................        --       33,738             25              --         33,763
                                    --------     --------        -------        --------       --------
Total assets......................  $ (6,509)    $265,738        $ 8,627        $ (2,160)      $265,696
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 8,669        $ (8,669)      $     --
  Other current liabilities.......        --       48,331          2,148              --         50,479
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       48,331         10,817          (8,669)        50,479
Long-term debt....................        --      216,550             --              --        216,550
Other liabilities.................        --        5,176             --              --          5,176
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      270,057         10,817          (8,669)       272,205
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    66,754       66,754             --         (66,754)        66,754
  Accumulated deficit.............   (22,462)     (20,534)        (1,928)         22,462        (22,462)
  Treasury stock and other........   (50,801)     (50,539)          (262)         50,801        (50,801)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............    (6,509)      (4,319)        (2,190)          6,509         (6,509)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $ (6,509)    $265,738        $ 8,627        $ (2,160)      $265,696
                                    ========     ========        =======        ========       ========
</Table>

                                       F-38
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS,
  YEAR ENDED JANUARY 2, 2001

<Table>
<Caption>
                                               COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................  $    --      $491,232        $31,301         $   --        $522,533
Cost of sales...................       --       398,063         26,097             --         424,160
Selling, general, and
  administrative................       --        44,491          3,369             --          47,860
Depreciation and amortization...       --        23,870          2,430             --          26,300
Transaction related expenses....       --         1,105             --             --           1,105
Contract related losses.........       --         2,524             --             --           2,524
                                  -------      --------        -------         ------        --------
Operating income (loss).........       --        21,179           (595)            --          20,584
Interest expense................       --        26,577             --             --          26,577
Other income, net...............       --          (450)           (36)            --            (486)
                                  -------      --------        -------         ------        --------
Loss before income taxes........       --        (4,948)          (559)            --          (5,507)
Income tax benefit..............       --        (1,288)            --             --          (1,288)
Loss in earnings of
  subsidiaries..................   (4,219)           --             --          4,219              --
                                  -------      --------        -------         ------        --------
Net loss........................   (4,219)       (3,660)          (559)         4,219          (4,219)
Other comprehensive loss foreign
  currency......................       --            --            (64)            --             (64)
                                  -------      --------        -------         ------        --------
Comprehensive loss..............  $(4,219)     $ (3,660)       $  (623)        $4,219        $ (4,283)
                                  =======      ========        =======         ======        ========
</Table>

                                       F-39
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED JANUARY 2, 2001

<Table>
<Caption>
                                                                  COMBINED       COMBINED
                                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                                     --------   ------------   -------------   ------------
                                                                         (IN THOUSANDS)
<S>                                                  <C>        <C>            <C>             <C>
Cash flows from operating activities...............   $  --       $ 22,159        $   525        $ 22,684
                                                      -----       --------        -------        --------
Cash flows from investing activities:
  Purchase of property and equipment...............      --         (5,877)          (522)         (6,399)
  Proceeds from sale of property, plant and
     equipment.....................................      --            965             --             965
  Purchase of contract rights......................      --         (6,677)          (800)         (7,477)
                                                      -----       --------        -------        --------
       Net cash used in investing activities.......      --        (11,589)        (1,322)        (12,911)
                                                      -----       --------        -------        --------
Cash flows from financing activities:
  Net borrowings -- revolving loans................      --         (3,500)            --          (3,500)
  Principal payments on long-term debt.............      --         (1,150)            --          (1,150)
  Principal payments on capital lease
     obligations...................................      --           (206)            --            (206)
  Decrease in bank overdrafts......................      --           (828)        (1,524)         (2,352)
  Increase in loans to related parties.............      --           (120)            --            (120)
                                                      -----       --------        -------        --------
       Net cash used in financing activities.......      --         (5,804)        (1,524)         (7,328)
                                                      -----       --------        -------        --------
Increase (decrease) in cash........................      --          4,766         (2,321)          2,445
Cash and cash equivalents:
  Beginning of year................................      --          9,392          2,889          12,281
                                                      -----       --------        -------        --------
  End of year......................................   $  --       $ 14,158        $   568        $ 14,726
                                                      =====       ========        =======        ========
</Table>

                                       F-40
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 1, 2002

<Table>
<Caption>
                                                 COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
<S>                                 <C>        <C>            <C>             <C>            <C>
                                                 ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 14,976        $   166        $     --       $ 15,142
  Accounts receivable.............        --       16,471          1,915              --         18,386
  Other current assets............        --       23,667          1,028          (8,304)        16,391
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       55,114          3,109          (8,304)        49,919
Property and equipment............        --       54,607          3,181              --         57,788
Contract rights, net..............        --       79,890            790              --         80,680
Cost in excess of net assets
  acquired, net...................        --       46,457             --              --         46,457
Investment in subsidiaries........   (10,260)          --             --          10,260             --
Other assets......................        --       31,050              6              --         31,056
                                    --------     --------        -------        --------       --------
       Total assets...............  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 8,304        $ (8,304)      $     --
  Other current liabilities.......        --       54,901          1,145              --         56,046
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       54,901          9,449          (8,304)        56,046
Long-term debt....................        --      218,400             --              --        218,400
Other liabilities.................        --        1,714             --              --          1,714
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      275,015          9,449          (8,304)       276,160
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    66,852       66,852             --         (66,852)        66,852
  Accumulated deficit.............   (26,062)     (24,170)        (1,892)         26,062        (26,062)
  Treasury stock and other........   (51,050)     (50,579)          (471)         51,050        (51,050)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............   (10,260)      (7,897)        (2,363)         10,260        (10,260)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                    ========     ========        =======        ========       ========
</Table>

                                       F-41
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS, YEAR
  ENDED JANUARY 1, 2002

<Table>
<Caption>
                                                              COMBINED
                                               COMBINED         NON-
                                   VOLUME     GUARANTOR       GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
<S>                               <C>        <C>            <C>             <C>            <C>
Net sales.......................  $    --      $518,714        $24,399         $   --        $543,113
Cost of sales...................       --       424,623         21,973             --         446,596
Selling, general, and
  administrative................       --        46,503          1,605             --          48,108
Depreciation and amortization...       --        23,678            814             --          24,492
Transaction related expenses....       --            --             --             --              --
Contract related losses.........       --         4,762             --             --           4,762
                                  -------      --------        -------         ------        --------
Operating income (loss).........       --        19,148              7             --          19,155
Interest expense................       --        23,429             --             --          23,429
Other income, net...............       --          (213)           (29)            --            (242)
                                  -------      --------        -------         ------        --------
Income (loss) before income
  taxes.........................       --        (4,068)            36             --          (4,032)
Income tax benefit..............       --          (432)            --             --            (432)
Loss in earnings of
  subsidiaries..................   (3,600)           --             --          3,600              --
                                  -------      --------        -------         ------        --------
Net income (loss)...............   (3,600)       (3,636)            36          3,600          (3,600)
Other comprehensive loss foreign
  currency......................       --            --           (209)            --            (209)
                                  -------      --------        -------         ------        --------
Comprehensive loss..............  $(3,600)     $ (3,636)       $  (173)        $3,600        $ (3,809)
                                  =======      ========        =======         ======        ========
</Table>

                                       F-42
<PAGE>
                     VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED JANUARY 1, 2002

<Table>
<Caption>
                                                                         COMBINED
                                                          COMBINED         NON-
                                              VOLUME     GUARANTOR       GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
<S>                                          <C>        <C>            <C>             <C>
Cash flows from operating activities.......   $  --       $ 24,874         $(135)        $ 24,739
                                              -----       --------         -----         --------
Cash flows from investing activities:
  Purchase of property and equipment.......      --         (7,785)         (267)          (8,052)
  Proceeds from sale of property, plant and
     equipment.............................      --            139            --              139
  Purchase of contract rights..............      --        (21,367)           --          (21,367)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (29,013)         (267)         (29,280)
                                              -----       --------         -----         --------
Cash flows from financing activities:
  Net borrowings -- revolving loans........      --          6,750            --            6,750
  Principal payments on long-term debt.....      --         (1,150)           --           (1,150)
  Principal payments on capital lease
     obligations...........................      --           (149)           --             (149)
  Decrease in bank overdrafts..............      --           (454)           --             (454)
  Increase in loans to related parties.....      --            (40)           --              (40)
                                              -----       --------         -----         --------
       Net provided by financing
          activities.......................      --          4,957            --            4,957
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --            818          (402)             416
Cash and cash equivalents:
  Beginning of year........................      --         14,158           568           14,726
                                              -----       --------         -----         --------
  End of year..............................   $  --       $ 14,976         $ 166         $ 15,142
                                              =====       ========         =====         ========
</Table>

                                       F-43
<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          INCOME DEPOSITARY SECURITIES (IDSS)

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                             [VOLUME SERVICES LOGO]

                           -------------------------

                                   PROSPECTUS
                           -------------------------

                                          , 2003

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF
THIS PROSPECTUS.

     UNTIL           , 2003 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE OUR IDSS, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT IS IN
ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                    PART II

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Volume Services America
Holdings, Inc. in connection with the offer and sale of the securities being
registered. All amounts are estimates except the registration fee.

<Table>
<S>                                                           <C>
SEC Registration fee........................................  $25,300
NASD filing fee.............................................  $28,000
Amex listing fee*...........................................
TSX listing fee*............................................
        listing fee*........................................
Transfer agent's fee*.......................................
Depositary's fee*...........................................
Trustee's fee*..............................................
Printing and engraving expenses*............................
Legal fees and expenses*....................................
Accounting fees and expenses*...............................
Miscellaneous*..............................................
                                                              -------
  Total.....................................................  $
                                                              =======
</Table>

---------------

* To be completed by amendment.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     DELAWARE.  The General Corporation Law of the State of Delaware ("DGCL")
authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for
breaches of directors' fiduciary duties. The certificates of incorporation of
the Delaware registrants include a provision that eliminates the personal
liability of directors for monetary damages for actions taken as a director,
except for liability for breach of duty of loyalty; for acts or omissions not in
good faith or involving intentional misconduct or knowing violation of law;
under Section 174 of the DGCL (unlawful dividends); or for transactions from
which the director derived improper personal benefit.

     The certificates of incorporation of the Delaware registrants provide that
these registrants must indemnify their directors and officers to the fullest
extent authorized by the DGCL and must also pay expenses incurred in defending
any such proceeding in advance of its final disposition upon delivery of an
undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not entitled
to be indemnified under this section or otherwise.

     The indemnification rights set forth above shall not be exclusive of any
other right which an indemnified person may have or hereafter acquire under any
statute, provision of our certificate of incorporation, our by laws, agreement,
vote of stockholders or disinterested directors or otherwise.

     Volume Services America Holdings, Inc. maintains insurance to protect
itself and its directors, officers and representatives and those of its
subsidiaries against any such expense, liability or loss, whether or not it
would have the power to indemnify them against such expense, liability or loss
under applicable law.

     KANSAS.  Under Section 17-6305 of the Kansas General Corporation Code, a
corporation may indemnify a director, officer, employee, or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the
                                       II-1
<PAGE>

corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
brought by or in the right of a corporation, the corporation may indemnify a
director, officer, employee, or agent of the corporation (or other entity if
such person is serving in such capacity at the corporation's request) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the corporation unless a court
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses as the court shall deem proper. Expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

     Section 17-6002(b)(8) of the Kansas General Corporation Code provides that
directors shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors, except for (i) breaches of their duty of
loyalty to their corporations or their stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law, (iii) certain transactions under Section 17-6424 of the Kansas General
Corporation Code (unlawful payment of dividends), or (iv) transactions from
which a director derives an improper personal benefit.

     Consistent with Section 17-6305 of the Kansas General Corporation Code, the
bylaws of the Kansas registrants provide that they will indemnify their
directors and voting trustees against costs and expenses actually and necessary
incurred by or empowered upon them in connection with the defense of any action,
suit, or proceeding, except in relation to any matters as to which they shall
have been adjudged liable (without such judgment being reversed) for gross
misconduct in the performance of their duties as such directors or such voting
trustees.

     MARYLAND.  The certificate of incorporation of the Maryland registrant
provides that the Maryland registrant shall, to the fullest extent permitted by
the Maryland General Corporation Law and in accordance with Section 2-418 of the
Maryland General Corporation Law, indemnify any and all persons whom it shall
have power to indemnify from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the Maryland General
Corporation Law.

     Section 2-418 of the Maryland General Corporation Law (the "MGCL")
generally permits indemnification of any director made a party to any
proceedings by reason of service as a director unless it is established that:
(i) the act or omission of such person was material to the matter giving rise to
the proceedings and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) such person actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceedings, such person had reasonable cause to believe that the act or
omission was unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by the director in connection with the proceeding; but, if the
proceeding is one by or in the right of the corporation, indemnification is not
permitted with respect to any proceeding in which the director has been adjudged
to be liable to the corporation, or if the proceeding is one charging improper
personal benefit to the director, whether or not involving action in the
director's official capacity, indemnification of the director is not permitted
if the director was adjudged to be liable on the basis that personal benefit was
improperly received.

     In addition, under Maryland law and unless limited by the charter, the
Maryland registrant is required to indemnify a current or former director or
officer in any proceeding arising out of such individual's official capacity if
a court of appropriate jurisdiction determines such individual is entitled to
indemnification. However, indemnification with respect to any proceeding by or
in the right of the corporation or in which a director was adjudged liable on
the basis that personal benefit was improperly received shall be limited to
expenses.

                                       II-2
<PAGE>

     Under Maryland law, the Maryland registrant may pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
current or former director of officer, if such individual affirms in good faith
that he or she has satisfied the applicable standard of conduct necessary for
indemnification and agrees to repay amounts paid to such individual if it is
determined that such standard is not met.

     Indemnification under the provision of Maryland law is not deemed exclusive
of any other rights, by indemnification or otherwise, to which a director may be
entitled under the charter, bylaws, any resolution of stockholders or directors,
any agreement or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.

     The statute permits a Maryland corporation to indemnify its officers,
employees and agents to the same extent as its directors.

     WYOMING.  Section 17-16-851 of the Wyoming Business Corporation Act
("WBCA") provides that a corporation may indemnify an individual who is a party
to a proceeding because he is a director against liability incurred in the
proceeding if, among other factors: (i) he conducted himself in good faith; and
(ii) he reasonably believed that his conduct was in or at least not opposed to
the corporation's best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. Such
indemnification must be authorized by directors, legal counsel or shareholders
as provided in Section 17-16-855.

     Unless ordered by a court under WBCA Section 17-16-854(a)(iii), a
corporation may not indemnify a director under Section 17-16-851: (i) in
connection with a proceeding by or in the right of the corporation, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the standard of conduct as set forth in the
preceding paragraph; or (ii) in connection with any proceeding with respect to
conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled.

     Pursuant to Section 17-16-852 of the WBCA, a corporation is required to
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he was a director
of the corporation against reasonable expenses incurred by him in connection
with the proceeding.

     Pursuant to Section 17-16-853 of the WBCA, a corporation may, before final
disposition of a proceeding, advance funds to pay for or reimburse reasonable
expenses incurred by a director who is a party to a proceeding because he is a
director, if he delivers to the corporation: (i) a written affirmation of his
good faith belief that he has met the standard of conduct described in WBCA
Section 17-16-851; and (ii) his written undertaking to repay any funds advanced
if he is not entitled to mandatory indemnification under Section 17-16-852
(above) and it is determined that he has not met the standard of conduct
described in WBCA Section 17-16-851.

     Section 17-16-856 of the WBCA provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because he is an officer of the corporation: (i) to the same extent as a
director; and (ii) if he is an officer but not a director, to such further
extent as may be provided by the articles of incorporation, the by-laws, a
resolution of the board of directors or contract, except for: (A) liability in
connection with a proceeding by or in the right of the corporation other than
for reasonable expenses incurred in connection with the proceeding; or (B)
liability arising out of conduct that constitutes: receipt by him of a financial
benefit to which he is not entitled; an intentional infliction of harm on the
corporation or the shareholders; or an intentional violation of criminal law. An
officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 17-16-852 of the WBCA, and may apply to a court
under Section 17-16-854 of the WBCA for indemnification or an advance for
expenses, in each case to the same extent to which a director may be entitled to
indemnification or advance for expenses under those provisions.

     WISCONSIN.  The Wisconsin registrant is incorporated under the Wisconsin
Business Corporation Law (the "WBCL"). Under Section 180.0851(1) of the WBCL,
the Wisconsin registrant is required to
                                       II-3
<PAGE>

indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of the corporation. In all other cases, the Wisconsin
registrant is required by Section 180.0851(2) to indemnify a director or officer
against liability incurred in a proceeding to which such person was a party
because he or she was a director or officer of the corporation, unless it is
determined that he or she breached or failed to perform a duty owed to the
corporation and the breach or failure to perform constitutes:

     - a willful failure to deal fairly with the Wisconsin registrant or its
       shareholders in connection with a matter in which the director or officer
       has a material conflict of interest;

     - a violation of criminal law, unless the director or officer had
       reasonable cause to believe his or her conduct was lawful or no
       reasonable cause to believe his or her conduct was unlawful;

     - a transaction from which the director or officer derived an improper
       personal profit; or

     - willful misconduct.

     Section 180.0858(1) provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Wisconsin registrant's articles of incorporation, bylaws, any written
agreement or a resolution of the board of directors or shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

     Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above. Under Section
180.0833 of the WBCL, directors of the Wisconsin registrant against whom claims
are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they approved
are entitled to contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or distribution,
as provided therein.

     Bylaws.  The Wisconsin registrant's bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

     TEXAS.  Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a director of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with any action, suit or proceeding in which he
was, is, or is threatened to be made a named defendant by reason of his position
as director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least not
opposed to the corporation's best interests. If a director is found liable to
the corporation or is found liable on the basis that personal benefit was
improperly received by the person, the indemnification is limited to reasonable
expenses actually incurred by the person in connection with the proceeding and
shall not be made in respect of any proceeding in which the person shall have
been found liable for willful or intentional misconduct in the performance of
his duty to the corporation. In the case of a criminal proceeding, a director or
officer may be indemnified only if he had no reasonable cause to believe his
conduct was unlawful. If a director or officer is wholly

                                       II-4
<PAGE>

successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.

     The TBCA further provides that a corporation may indemnify and advance
expenses to an officer, employee or agent of the corporation, and to those who
are not or were not officers, employees or agents but who are or were serving at
the request of the corporation, to the same extent that it my indemnify and
advance expenses to directors.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

     See "Summary -- Our Recapitalization" in the enclosed prospectus.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits.  The following exhibits are filed as part of this
Registration Statement, or incorporated herein by reference:

<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<S>       <C>
 1.1*     Form of Underwriting Agreement.
 3.1*     Form of Amended and Restated Certificate of Incorporation of
          Volume Services America Holdings, Inc.
 3.2*     Form of Amended and Restated Bylaws of Volume Services
          America Holdings, Inc.
 3.3*     Restated Certificate of Incorporation of Volume Services
          America, Inc.
 3.4*     By-laws of Volume Services America, Inc.
 3.5*     Restated Certificate of Incorporation of Volume Services,
          Inc. (a Delaware corporation).
 3.6*     By-laws of Volume Services, Inc. (a Delaware corporation).
 3.7*     Restated Certificate of Incorporation of Service America
          Corporation.
 3.8*     By-laws of Service America Corporation.
 3.9*     Articles of Incorporation of Events Center Catering, Inc.
 3.10*    By-laws of Events Center Catering, Inc.
 3.11*    Articles of Incorporation of Service America Concessions
          Corporation.
 3.12*    By-laws of Service America Concessions Corporation.
 3.13*    Articles of Incorporation of Service America Corporation of
          Wisconsin.
 3.14*    By-laws of Service America Corporation of Wisconsin.
 3.15*    Articles of Incorporation of Servo-Kansas, Inc.
 3.16*    By-laws of Servo-Kansas, Inc.
 3.17*    Articles of Incorporation of SVM of Texas, Inc.
 3.18*    By-laws of SVM of Texas, Inc.
 3.19*    Certificate of Incorporation of Volume Services, Inc. (a
          Kansas corporation).
 3.20*    By-laws of Volume Services, Inc. (a Kansas corporation).
 4.1*     Indenture, dated as of March 4, 1999, between Volume
          Services America, Inc. and Norwest Bank Minnesota, National
          Association.
 4.2*     Indenture, dated as of         ,         , between Volume
          Services America Holdings, Inc. and         .
 4.3*     Form of Subordinated Note (included in Exhibit 4.1).
 4.4*     Form of Registration Rights Agreement.
 4.5*     Form of stock certificate for common stock.
 4.6*     Form of Deposit Agreement (including Form of Income
          Depositary Security).
 5.1*     Opinion of Simpson Thacher & Bartlett.
</Table>

                                       II-5
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<S>       <C>
 8.1*     Opinion of Simpson Thacher & Bartlett.
10.1*     Credit Agreement, dated as of         ,         , among
          Volume Services America, Inc. and certain financial
          institutions as the Lenders.
10.2*     Volume Services, Inc., Deferred Compensation Plan,
          Enrollment Information and Forms.
10.3*     Service America Corporation, Deferred Compensation Plan,
          effective as of February 9, 1999.
10.4*     Employment Agreement, dated as of August 24, 1998, by and
          between VSI Acquisition II Corporation and John T. Dee.
10.5*     Letter Agreement, dated May 1, 2002, amending the terms of
          the Employment Agreement by and between Volume Services
          America Holdings, Inc. (formerly VSI Acquisition II
          Corporation) and John T. Dee.
10.6*     Employment Agreement dated as of November 17, 1995, by and
          between Volume Services, Inc. (a Delaware corporation) and
          Kenneth R. Frick.
10.7*     Employment Agreement dated as of September 29, 1998, by and
          between VSI Acquisition Corporation and Janet L. Steinmayer.
10.8*     Employment Agreement, dated April 15, 2002 by and between
          Volume Services America Holdings, Inc. and Lawrence E.
          Honig.
10.9*     Form of Intercompany Note.
12.1*     Computation of Ratio of Earnings to Fixed Charges.
21.1*     Subsidiaries of Volume Services America Holdings, Inc.
23.1      Consent of Deloitte & Touche LLP.
23.2*     Consent of Simpson Thacher & Bartlett (included in Exhibit
          5.1).
24.1      Powers of Attorney (included on signature page).
25.1*     Form T-1 Statement of Eligibility under Trust Indenture Act
          of 1939, as amended, of          as Trustee.
</Table>

---------------

* To be filed by amendment.

     (b) Financial Statement Schedules

ITEM 17.  UNDERTAKINGS

     1. The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

     2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities, other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

     3. The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon
                                       II-6
<PAGE>

     Rule 430A and contained in a form of prospectus filed by the registrant
     pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
     1933 shall be deemed to be part of this registration statement as of the
     time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                       II-7
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES AMERICA HOLDINGS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>
          /s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
</Table>

                                       II-8
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES AMERICA, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>
          /s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
</Table>

                                       II-9
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>
          /s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
</Table>

                                      II-10
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          EVENTS CENTER CATERING, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-11
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CONCESSIONS
                                          CORPORATION

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-12
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CORPORATION OF
                                          WISCONSIN

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-13
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVO-KANSAS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-14
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SVM OF TEXAS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-15
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
</Table>

                                      II-16
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CORPORATION

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.

<Table>
<Caption>
              SIGNATURE                                        TITLE
              ---------                                        -----
<S>     <C>                              <C>
          /s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
</Table>

                                      II-17
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<S>       <C>
 1.1*     Form of Underwriting Agreement.
 3.1*     Form of Amended and Restated Certificate of Incorporation of
          Volume Services America Holdings, Inc.
 3.2*     Form of Amended and Restated Bylaws of Volume Services
          America Holdings, Inc.
 3.3*     Restated Certificate of Incorporation of Volume Services
          America, Inc.
 3.4*     By-laws of Volume Services America, Inc.
 3.5*     Restated Certificate of Incorporation of Volume Services,
          Inc. (a Delaware corporation).
 3.6*     By-laws of Volume Services, Inc. (a Delaware corporation).
 3.7*     Restated Certificate of Incorporation of Service America
          Corporation.
 3.8*     By-laws of Service America Corporation.
 3.9*     Articles of Incorporation of Events Center Catering, Inc.
 3.10*    By-laws of Events Center Catering, Inc.
 3.11*    Articles of Incorporation of Service America Concessions
          Corporation.
 3.12*    By-laws of Service America Concessions Corporation.
 3.13*    Articles of Incorporation of Service America Corporation of
          Wisconsin.
 3.14*    By-laws of Service America Corporation of Wisconsin.
 3.15*    Articles of Incorporation of Servo-Kansas, Inc.
 3.16*    By-laws of Servo-Kansas, Inc.
 3.17*    Articles of Incorporation of SVM of Texas, Inc.
 3.18*    By-laws of SVM of Texas, Inc.
 3.19*    Certificate of Incorporation of Volume Services, Inc. (a
          Kansas corporation).
 3.20*    By-laws of Volume Services, Inc. (a Kansas corporation).
 4.1*     Indenture, dated as of March 4, 1999, between Volume
          Services America, Inc. and Norwest Bank Minnesota, National
          Association.
 4.2*     Indenture, dated as of         ,         , between Volume
          Services America, Inc. and         .
 4.3*     Form of Subordinated Note (included in Exhibit 4.1).
 4.4*     Form of Registration Rights Agreement.
 4.5*     Form of stock certificate for common stock.
 4.6*     Form of Deposit Agreement (including Form of Income
          Depositary Security).
 5.1*     Opinion of Simpson Thacher & Bartlett.
 8.1*     Opinion of Simpson Thacher & Bartlett.
10.1*     Credit Agreement, dated as of         ,         , among
          Volume Services America, Inc. and certain financial
          institutions as the Lenders.
10.2*     Volume Services, Inc., Deferred Compensation Plan,
          Enrollment Information and Forms.
10.3*     Service America Corporation, Deferred Compensation Plan,
          effective as of February 9, 1999.
10.4*     Employment Agreement, dated as of August 24, 1998, by and
          between VSI Acquisition II Corporation and John T. Dee.
</Table>
<PAGE>

<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
<S>       <C>
10.5*     Letter Agreement, dated May 1, 2002, amending the terms of
          the Employment Agreement by and between Volume Services
          America Holdings, Inc. (formerly VSI Acquisition II
          Corporation) and John T. Dee.
10.6*     Employment Agreement dated as of November 17, 1995, by and
          between Volume Services, Inc. (a Delaware corporation) and
          Kenneth R. Frick.
10.7*     Employment Agreement dated as of September 29, 1998, by and
          between VSI Acquisition Corporation and Janet L. Steinmayer.
10.8*     Employment Agreement dated April 15, 2002 by and between
          Volume Services America Holdings, Inc. and Lawrence E.
          Honig.
10.9*     Form of Intercompany Note.
12.1*     Computation of Ratio of Earnings to Fixed Charges.
21.1*     Subsidiaries of Volume Services America Holdings, Inc.
23.1      Consent of Deloitte & Touche LLP.
23.2*     Consent of Simpson Thacher & Bartlett (included in Exhibit
          5.1).
24.1      Powers of Attorney (included on signature page).
25.1*     Form T-1 Statement of Eligibility under Trust Indenture Act
          of 1939, as amended, of          as Trustee.
</Table>

---------------

* To be filed by amendment.
[{"type": "S-1", "sequence": "1", "filename": "e66937sv1.txt", "description": "FORM S-1", "secsgml_size_bytes": 821974}]
[{"company-data": {"conformed-name": "VOLUME SERVICES INC/KS", "cik": "0001086765", "irs-number": "570973901", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-01", "film-number": "03556533"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}, "former-company": {"former-conformed-name": "VOLUME SERVIES INC", "date-changed": "19990519"}}, {"company-data": {"conformed-name": "VOLUME SERVICES INC", "cik": "0001086773", "irs-number": "362786575", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-02", "film-number": "03556534"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "SVM OF TEXAS INC", "cik": "0001086766", "irs-number": "751913406", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-03", "film-number": "03556535"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "SERVO KANSAS INC", "cik": "0001086768", "irs-number": "061238400", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-04", "film-number": "03556536"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "SERVICE AMERICA CORP OF WISCONSIN", "cik": "0001086769", "irs-number": "391655756", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-05", "film-number": "03556537"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "SERVICE AMERICA CONCESSIONS CORP", "cik": "0001086770", "irs-number": "061182149", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-07", "film-number": "03556539"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "EVENTS CENTER CATERING INC", "cik": "0001086772", "irs-number": "571007720", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-08", "film-number": "03556540"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "VOLUME SERVICES AMERICA INC", "cik": "0001086775", "assigned-sic": "5812", "irs-number": "570969174", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-09", "film-number": "03556542"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "SERVICE AMERICA CORP/", "cik": "0001046193", "irs-number": "131939453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169-06", "film-number": "03556538"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}, {"company-data": {"conformed-name": "VOLUME SERVICES AMERICA HOLDINGS INC", "cik": "0001086774", "irs-number": "133870167", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-103169", "film-number": "03556541"}, "business-address": {"street1": "201 EAST BROAD ST", "city": "SPARTANBURG", "state": "SC", "zip": "29306", "phone": "8645988600"}, "mail-address": {"street1": "100 FIRST STAMFORD PL", "city": "STAMFORD", "state": "CT", "zip": "06904"}}]
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2003

                                                 REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-1
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------
                     VOLUME SERVICES AMERICA HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                               5812                              13-3870167
          (Jurisdiction of               (Primary Standard Industrial               (I.R.S. Employer
   incorporation or organization)        Classification Code Number)             Identification Number)
201 EAST BROAD STREET
                       SPARTANBURG, SOUTH CAROLINA 29306
                                 (864) 598-8600
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)

                           JANET L. STEINMAYER, ESQ.
                                GENERAL COUNSEL
                     VOLUME SERVICES AMERICA HOLDINGS, INC.
                            300 FIRST STAMFORD PLACE
                          STAMFORD, CONNECTICUT 06902
                                 (203) 975-5900
               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)
                             ---------------------
                                   COPIES TO:
RISE B. NORMAN, ESQ.                                DAVID J. GOLDSCHMIDT, ESQ.
              SIMPSON THACHER & BARTLETT                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                 425 LEXINGTON AVENUE                                    FOUR TIMES SQUARE
               NEW YORK, NEW YORK 10017                               NEW YORK, NEW YORK 10036
                    (212) 455-2000                                         (212) 735-3000
---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the registration statement becomes effective.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [ ]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] -------------------------

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] -------------------------

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] -------------------------

    If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box.  [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
                                                               PROPOSED MAXIMUM
                   TITLE OF EACH CLASS OF                         AGGREGATE            AMOUNT OF
                SECURITIES TO BE REGISTERED                   OFFERING PRICE(1)     REGISTRATION FEE
------------------------------------------------------------------------------------------------------
Income Depositary SecuritieS (IDSS)(2)......................
------------------------------------------------------------
Shares of Common Stock, par value $0.01 per share(3)........     $275,000,000           $25,300
------------------------------------------------------------
  % Subordinated Notes(4)...................................
------------------------------------------------------------
Subsidiary Guarantees of   % Subordinated Notes(5)..........
------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o) under the Securities Act of 1933,
    as amended.
(2) The IDSS represent         underlying shares of the common stock and
    $        aggregate principal amount of underlying   % subordinated notes of
    Volume Services America Holdings, Inc. ("VSAH"). Includes         IDSS
    subject to the underwriters' over-allotment option.
(3) Includes       shares of VSAH's common stock subject to the underwriters'
    over-allotment option.
(4) Includes $      million aggregate principal amount of VSAH's   %
    subordinated notes subject to the underwriters' over-allotment option.
(5) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee
    for the guarantees is payable.
                             ---------------------
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
STATE OR OTHER                            ADDRESS INCLUDING ZIP CODE,
     EXACT NAME OF REGISTRANT       JURISDICTION OF                          TELEPHONE NUMBER INCLUDING AREA
      GUARANTOR AS SPECIFIED        INCORPORATION OR     I.R.S. EMPLOYER     CODE, OF REGISTRANT GUARANTOR'S
          IN ITS CHARTER              ORGANIZATION    IDENTIFICATION NUMBER    PRINCIPAL EXECUTIVE OFFICES
     ------------------------       ----------------  ---------------------  -------------------------------
Events Center Catering, Inc.         Wyoming            57-1007720             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
   Service America Concessions          Maryland           06-1182149             201 East Broad Street
           Corporation                                                            Spartanburg, SC 29306
                                                                                     (864) 598-8600
   Service America Corporation          Delaware           13-1939453             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
  Service America Corporation of       Wisconsin           39-1655756             201 East Broad Street
            Wisconsin                                                             Spartanburg, SC 29306
                                                                                     (864) 598-8600
        Servo-Kansas, Inc.               Kansas            06-1238400             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
        SVM of Texas, Inc.               Texas             75-1913406             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
      Volume Services, Inc.             Delaware           36-2786575             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
      Volume Services, Inc.              Kansas            57-0973901             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
  Volume Services America, Inc.         Delaware           57-0969174             201 East Broad Street
                                                                                  Spartanburg, SC 29306
                                                                                     (864) 598-8600
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                 SUBJECT TO COMPLETION, DATED           , 2003

PROSPECTUS

                      INCOME DEPOSITARY SECURITIES (IDSS)

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                             [VOLUME SERVICES LOGO]
                             ---------------------
     We are selling           IDSS in respect of           shares of our common
stock and $          million aggregate principal amount of our
%      subordinated notes. Each IDSS initially represents, through the
depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our %      subordinated notes.

     Holders of IDSS will have the right to surrender the IDSS and receive
delivery of the underlying shares of our common stock and subordinated notes at
any time after 180 days from the date of this prospectus.

     Under specified circumstances, we will be required to defer interest
payments on our subordinated notes underlying the IDSS. Interest payments will
not be deferred for more than 24 months in the aggregate or at any time after
          , 2008. Deferred interest on our subordinated notes will bear interest
at an annual rate of   %. Our subordinated notes mature on           , 2013,
subject to our right to extend their maturity for two additional successive
five-year terms under specified circumstances.

     This is the initial public offering of our IDSS and the underlying shares
of our common stock and subordinated notes. We will apply to list our IDSS on
the American Stock Exchange under the trading symbol "          " and on the
Toronto Stock Exchange under the trading symbol "          ." In addition, we
will apply to list our shares of common stock underlying the IDSS on the Toronto
Stock Exchange under the trading symbol "          ."

     INVESTING IN THE SHARES OF OUR COMMON STOCK AND OUR SUBORDINATED NOTES
UNDERLYING THE IDSS INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 19.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                             ---------------------
PER IDSS    TOTAL
                                                              --------   --------
Public offering price(1)....................................  $          $
Underwriting discount.......................................  $          $
Proceeds to Volume Services America Holdings, Inc. (before
  expenses)(2)..............................................  $          $
---------------

(1) The offering price in Canada is payable in Canadian dollars and is the
    approximate equivalent of the U.S. dollar offering price based on the noon
    buying rate on the date of this prospectus as quoted by the Federal Reserve
    Bank of New York.

(2) We will use approximately $          of those proceeds to redeem   % of the
    shares of our common stock held by the existing investors before this
    offering.

     We have granted the underwriters an option to purchase up to
additional IDSS to cover over-allotments. We will use all of the proceeds from
the sale of any additional IDSS under the underwriters' over-allotment option to
redeem additional shares of our capital stock retained by the existing investors
after this offering.

     The underwriters expect to deliver the IDSS to purchasers on or about
          , 2003.
                             ---------------------
CIBC WORLD MARKETS

          , 2003
TABLE OF CONTENTS
PAGE
                                                              ----
Summary.....................................................    1
Risk Factors................................................   19
Cautionary Statement Regarding Forward-Looking Statements...   32
Use of Proceeds.............................................   33
Dividend Policy.............................................   34
Capitalization..............................................   35
Dilution....................................................   36
Selected Historical Financial Information...................   37
Management's Discussion and Analysis of Financial Condition
  and Results of Operations.................................   42
Business....................................................   53
Management..................................................   68
Principal Stockholders......................................   74
Related Party Transactions..................................   76
Description of Certain Indebtedness.........................   78
Description of IDSS.........................................   79
Description of Subordinated Notes...........................   85
Description of Capital Stock................................  122
Shares Eligible for Future Sale.............................  128
Material U.S. Federal Income Tax Considerations.............  129
Certain ERISA Considerations................................  137
Underwriting................................................  139
Legal Matters...............................................  142
Experts.....................................................  142
Where You Can Find More Information.........................  142
Index to Consolidated Financial Statements..................  F-1
SUMMARY

     The following is a summary of the principal features of this offering of
IDSS and should be read together with the more detailed information and
financial data and statements contained elsewhere in this prospectus.

     Throughout this prospectus, we refer to Volume Services America Holdings,
Inc., a Delaware corporation, as "VSAH," and, together with its consolidated
operations, as "we," "our" and "us," unless otherwise indicated. Any reference
to "VSA" refers to our wholly-owned subsidiary, Volume Services America, Inc., a
Delaware corporation, and its consolidated operations, unless otherwise
indicated. We are a holding company and have no direct operations. Our principal
asset is the capital stock of VSA which will be pledged to the creditors under
the new credit facility, as described more fully below.

                                  OUR COMPANY

OVERVIEW

     We are a leading provider of food and beverage concessions, high-end
catering and merchandise services for sports facilities, convention centers and
other entertainment facilities throughout the United States. Based on the number
of facilities served, we are one of the largest providers of food and beverage
services to a variety of recreational facilities in the United States and are
the:

     - second largest provider to National Football League, or NFL, facilities
       (10 teams);

     - third largest provider to Major League Baseball, or MLB, facilities (7
       teams);

     - largest provider to minor league baseball and spring training facilities
       (27 teams); and

     - second largest provider to major convention centers (those with greater
       than approximately 300,000 square feet of exhibition space) (10 centers).

     We have a large diversified client base. As of October 1, 2002, we served
127 facilities, with an average length of client relationship of over 15 years.
Some of our major accounts by client category include:

     - Yankee Stadium in New York City;

     - the Louisiana Superdome, home of the New Orleans Saints;

     - the Seattle Mariners' Safeco Field;

     - the National Trade Centre in Toronto, Canada's largest exhibit hall;

     - the Vancouver Convention & Exhibition Centre; and

     - the Los Angeles Zoo.

     Our contracts are typically long-term and exclusive. From 1997 through
2001, on average, contracts representing 9.2% of our EBITDA came up for renewal
in each year. We retained contracts representing an average of 84.5% of the
EBITDA corresponding to those contracts, which together with the contracts that
did not come up for renewal resulted in us retaining contracts representing on
average approximately 98.6% of our EBITDA in each year for this period.

OUR STRENGTHS

     Leading Market Position.  Based on the number of facilities served, we are
one of the largest providers of food and beverage services to a variety of
sports facilities and to major convention centers in the United States.

     Diversified Client Base.  As of October 1, 2002, we provided services to 67
sports facilities, 30 convention centers and 30 other entertainment facilities,
representing approximately 65.2%, 22.9% and

                                        1
11.9%, respectively, of our net sales and approximately 69.5%, 19.9% and 10.6%,
respectively, of our EBITDA for fiscal 2001.

     Exclusive, Long-Term Service Contracts.  We typically provide services at
our clients' facilities pursuant to long-term contracts that grant us the
exclusive right to provide certain food and beverage products and services and,
under some contracts, merchandise products and other services within the
facility.

     High Quality, Full Service Capabilities.  We believe that our expertise in
high-end catering and concession sales, coupled with our reputation for
high-quality food and beverage products and services, provide a competitive
advantage when we bid for contracts.

     Experienced Management Team.  We believe that the considerable experience
of our senior management and facility general managers in the recreational food
service industry, which refers to the portion of the food service industry in
which we do business, is of particular value in enabling us to evaluate the
risks and benefits associated with potential new contracts, contract structures,
product innovations and markets.

STRATEGIC DIRECTION AND GROWTH OPPORTUNITIES

     Our industry position and experience have enabled us to effectively
evaluate and select opportunities for growth. Our strategy is to increase net
sales with existing clients, obtain new clients and expand into related markets.
We intend to accomplish these goals by:

     Further Penetrating the Mid-Size Account Market.  We believe that the most
promising area of future growth for us is in the mid-size account
market -- sporting and other recreational facilities, arenas, civic centers,
convention centers and amphitheatres in medium- to small-cities. We believe that
we have the opportunity to expand our presence in this market, and we plan to
focus our sales efforts there.

     Extending Our Suite and Club Seat Catering Services.  We believe that we
are capable of providing the quality and service levels that our clients expect
for their suites and club-level seats at sports and other entertainment
facilities. We are actively seeking to be awarded the suite and club-level
service contracts for the facilities at which we provide concession services and
for prospective clients.

     Building the Facilities Management Business.  We believe that we can offer
efficiencies to our clients by providing food and beverage services and
facilities management services in the same facility. We intend to build on our
experience in facilities management, our expertise in operating and managing
food and beverage concession services and our ability to make capital
investments in order to more effectively bid on new facility management
accounts.

     Offering a Variety of Branded Products to Our Clients.  We are pursuing a
strategy of offering a variety of high-quality, well-recognized branded products
to our clients, which involves working with prospective branded food and
beverage companies in order to make targeted use of branded products to increase
customer sales.

     Adopting Company-Wide Best Practices.  To improve our service and
performance, we have established four corporate-wide task forces: high-end
catering, concessions, facilities management and merchandise. As part of this
effort, we plan to develop and implement company-owned brands that emphasize the
breadth and high quality of the services that we provide.

                              NEW CREDIT FACILITY

     Upon completion of this offering, VSA will enter into a new senior secured
credit facility with a syndicate of financial institutions, including CIBC World
Markets Corp., as lead arranger and sole bookrunner. In this document, we refer
to this credit facility as the "new credit facility." We expect that the new
credit facility will be comprised of a revolving credit facility in a total
principal amount of up to $     million and a term facility consisting of senior
secured notes in an aggregate principal amount of

                                        2
$     million. We currently expect that the new credit facility will permit us
to pay interest and dividends to IDSS holders. However, the new credit facility
will contain significant restrictions on our ability to make interest and
dividend payments to IDSS holders and on our subsidiaries' ability to make
dividend and interest payments to us. We expect that the revolving credit
facility will have a        year maturity and the term facility will have a
       year maturity. See "Description of Certain Indebtedness -- New Credit
Facility."

                     TENDER OFFER AND CONSENT SOLICITATION

     Concurrently with this offering, VSA will commence a tender offer and
consent solicitation with respect to all of its outstanding 11 1/4% senior
subordinated notes due 2009 for total consideration of $     million. As of
October 1, 2002, $100 million of VSA's senior subordinated notes were
outstanding. The closing of the tender offer and consent solicitation is a
condition to this offering. We cannot assure you that the tender offer and
consent solicitation will be consummated on the terms described above. VSA will
use a portion of the net proceeds from this offering and borrowings under the
new credit facility to pay for its senior subordinated notes accepted for
purchase in the tender offer and consent solicitation.

                              OUR RECAPITALIZATION

     In connection with this offering, we will issue           shares of our
common stock and           shares of our exchangeable participating preferred
stock to BCP Volume L.P., BCP Offshore Volume L.P., Recreational Services L.L.C.
and VSI Management Direct, L.P., which are the owners of all our outstanding
common stock prior to this offering and which we refer to in this prospectus as
the "existing investors," in exchange for their shares of our common stock that
will not be redeemed with the proceeds from this offering. Upon completion of
this offering, the exchangeable participating preferred stock will be
exchangeable in the aggregate at any time, at the option of the holder, into
     shares of our common stock and $     million aggregate principal amount of
our subordinated notes.

                                USE OF PROCEEDS

     We estimate that we will receive net proceeds from this offering of
approximately $     million after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us. We will use
$     million of net proceeds from this offering and borrowings under the new
credit facility to redeem      % of the shares of our common stock held by the
existing investors before this offering. We will use $     million of net
proceeds from this offering and borrowings under the new credit facility to make
a capital contribution to VSA. VSA will use those funds to repay all outstanding
borrowings under its existing credit facility and purchase VSA's senior
subordinated notes that are validly tendered and not withdrawn in the tender
offer and consent solicitation. If the underwriters exercise their
over-allotment option in full, we will use all the proceeds we receive from the
sale of additional IDSS under the over-allotment option to redeem the existing
investors' remaining interest in us. Certain members of our management will have
an aggregate      % ownership interest in us after this offering.

                                        3
The following chart reflects our capital structure immediately after this
offering:

                                    [CHART]
[CORPORATE STRUCTURE CHART SHOWING:

(1) THE EXISTING INVESTORS OWING           SHARES OF 0% EXCHANGEABLE
    PARTICIPATING PREFERRED STOCK OF VOLUME SERVICES AMERICA HOLDINGS, INC.
    ("VSAH"), REPRESENTING A 9.5% OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO
    A FOOTNOTE THAT STATES THAT EACH SHARE OF EXCHANGEABLE PARTICIPATING
    PREFERRED STOCK IS EXCHANGEABLE, AT ANY TIME AT THE OPTION OF THE HOLDER,
    INTO ONE SHARE OF OUR COMMON STOCK AND $     PRINCIPAL AMOUNT OF OUR
    SUBORDINATED NOTES. AS A RESULT, WE EXPECT THAT UPON COMPLETION OF THIS
    OFFERING, THE EXISTING INVESTORS WILL RETAIN 10% OF THE VOTING POWER OF OUR
    EQUITY SECURITIES. IF THE UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT OPTION
    IN FULL, THE EXISTING INVESTORS WILL RETAIN NO INTEREST IN US. CERTAIN
    MEMBERS OF OUR MANAGEMENT WILL HAVE AN AGGREGATE      % OWNERSHIP INTEREST
    IN US AFTER THIS OFFERING;

(2) THE EXISTING INVESTORS OWING        SHARES OF COMMON STOCK OF VSAH,
    REPRESENTING A 0.5% OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO A
    FOOTNOTE THAT STATES THAT EACH SHARE OF EXCHANGEABLE PARTICIPATING PREFERRED
    STOCK IS EXCHANGEABLE, AT ANY TIME AT THE OPTION OF THE HOLDER, INTO ONE
    SHARE OF OUR COMMON STOCK AND $     PRINCIPAL AMOUNT OF OUR SUBORDINATED
    NOTES. AS A RESULT, WE EXPECT THAT UPON COMPLETION OF THIS OFFERING, THE
    EXISTING INVESTORS WILL RETAIN 10% OF THE VOTING POWER OF OUR EQUITY
    SECURITIES. IF THE UNDERWRITERS EXERCISE THEIR OVER-ALLOTMENT OPTION IN
    FULL, THE EXISTING INVESTORS WILL RETAIN NO INTEREST IN US. CERTAIN MEMBERS
    OF OUR MANAGEMENT WILL HAVE AN AGGREGATE      % OWNERSHIP INTEREST IN US
    AFTER THIS OFFERING;

(3) THE PUBLIC OWNING IDSS (          SHARES OF COMMON STOCK AND $
    AGGREGATE PRINCIPAL AMOUNT OF SUBORDINATED NOTES), REPRESENTING A 90%
    OWNERSHIP INTEREST IN VSAH; CROSS-REFERENCE TO A FOOTNOTE THAT STATES THAT
    THE SUBORDINATED NOTES WILL BE FULLY AND UNCONDITIONALLY GUARANTEED, ON AN
    UNSECURED SUBORDINATED BASIS, BY EACH OF OUR DIRECT AND INDIRECT U.S.
    WHOLLY-OWNED SUBSIDIARIES. SEE "DESCRIPTION OF SUBORDINATED
    NOTES -- GUARANTEES;"

(4) VSAH OWNING 100% OF VOLUME SERVICES AMERICA, INC. ("VSA"); CROSS-REFERENCE
    TO A FOOTNOTE THAT STATES THAT ALL OUTSTANDING SHARES OF VSA'S COMMON STOCK
    WILL BE PLEDGED TO THE CREDITORS UNDER THE NEW CREDIT FACILITY. SEE
    "DESCRIPTION OF CERTAIN INDEBTEDNESS -- NEW CREDIT FACILITY -- COLLATERAL;"

(5) THE BANK SYNDICATE EXTENDING THE NEW CREDIT FACILITY TO VSA; CROSS-REFERENCE
    TO A FOOTNOTE THAT STATES THAT IMMEDIATELY FOLLOWING THE OFFERING
    APPROXIMATELY $     MILLION OF BORROWINGS WILL BE OUTSTANDING UNDER THE NEW
    CREDIT FACILITY; AND

(6) VSA OWNING 100% OF EACH OF VOLUME SERVICES, INC. ("VSI") AND SERVICE AMERICA
    CORPORATION ("SERVICE AMERICA").]

---------------

(1) Each share of exchangeable participating preferred stock is exchangeable, at
    any time at the option of the holder, into one share of our common stock and
    $     principal amount of our subordinated notes. As a result, we expect
    that upon completion of this offering, the existing investors will retain
    10% of the voting power of our equity securities. If the underwriters
    exercise their over-allotment option in full, the existing investors will
    retain no interest in us. Certain members of our management will have an
    aggregate      % ownership interest in us after this offering.

(2) The subordinated notes will be fully and unconditionally guaranteed, on an
    unsecured subordinated basis, by each of our direct and indirect U.S.
    wholly-owned subsidiaries. See "Description of Subordinated
    Notes -- Guarantees."

(3) All outstanding shares of VSA's common stock will be pledged to the
    creditors under the new credit facility. See "Description of Certain
    Indebtedness -- New Credit Facility -- Collateral."

(4) Immediately following the offering approximately $     million of borrowings
    will be outstanding under the new credit facility.

                           OUR CORPORATE INFORMATION

     Our principal executive office is located at 201 East Broad Street,
Spartanburg, South Carolina 29306, and our telephone number is (864) 598-8600.
Our internet address is www.volumeservicesamerica.com.
www.volumeservicesamerica.com is a textual reference only, meaning that the
information contained on the website is not part of this prospectus and is not
incorporated in this prospectus by reference.

                                        4
THE OFFERING

SUMMARY OF THE IDSS

  WHAT ARE IDSS?

     We are offering           IDSS at an initial public offering price of
$     per IDSS.

     Each IDSS initially represents, through the depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our   % subordinated notes.

The depositary or its nominee will actually be the registered owner of the
shares of our common stock and our subordinated notes underlying the IDSS. As a
holder of IDSS, you will have rights with respect to those underlying securities
as provided in the deposit agreement under which the IDSS will be issued,
including rights to receive interest, dividends and other distributions we make
on the underlying securities, to instruct the depositary how to vote the
underlying shares of common stock and subordinated notes, to surrender your IDSS
and receive delivery of the underlying securities and to deposit the underlying
securities and receive delivery of IDSS.

  WHAT PAYMENTS CAN I EXPECT TO RECEIVE AS A HOLDER OF IDSS?

     You will be entitled to receive monthly interest payments at an annual rate
of   % of the aggregate principal amount of subordinated notes underlying your
IDSS or approximately $     per IDSS per year, subject to our obligation, under
specified circumstances, to defer interest payments on our subordinated notes
for no more than 24 months in the aggregate and no later than the earlier of
          , 2008 or the termination of the new credit facility. You will also
receive monthly dividends on the shares of our common stock underlying your
IDSS, if and to the extent dividends are declared by our board of directors and
permitted by applicable law and the terms of our then existing indebtedness and
after payment of a portion of the dividends on our exchangeable participating
preferred stock. The subordinated notes indenture contains restrictions on our
ability to declare and pay dividends on our common stock. We have adopted a
dividend policy which contemplates that initial annual dividends will be
approximately $     per share of our common stock. However, our board of
directors may, in its discretion, modify or repeal our dividend policy. We
cannot assure you that we will pay dividends at this level in the future or at
all. Assuming we make our scheduled interest payments and pay dividends in the
amount contemplated by our current dividend policy, you will receive in the
aggregate approximately $     per year per IDSS in dividends and interest. We
expect to make interest and dividend payments on or about the      th day of
each month. You will receive those payments after the depositary receives them.

  WILL THE IDSS BE LISTED ON AN EXCHANGE?

     We will apply to list the IDSS on the American Stock Exchange under the
trading symbol "          " and on the Toronto Stock Exchange under the trading
symbol "          ."

  WILL THE SUBORDINATED NOTES AND SHARES OF OUR COMMON STOCK UNDERLYING THE IDSS
  BE LISTED ON AN EXCHANGE?

     The subordinated notes underlying the IDSS will not be listed on any
exchange. We will apply to list the shares of our common stock underlying the
IDSS on the Toronto Stock Exchange under the trading symbol "   ." However, we
currently do not expect an active trading market to develop in the shares of our
common stock. These securities will be freely tradable without restriction or
further registration under the Securities Act, unless they are purchased by
"affiliates" as that term is defined in Rule 144 under the Securities Act of
1933.

                                        5
IN WHAT FORM WILL IDSS AND THE SECURITIES UNDERLYING THE IDSS BE ISSUED?

     The IDSS and the securities underlying the IDSS will be issued in
book-entry form only. This means that you will not be a registered holder of
IDSS or the securities underlying the IDSS, and you will not be entitled to
receive a certificate for your IDSS or the securities underlying your IDSS. You
must rely on your broker or other financial institution that will maintain your
book-entry position to receive the benefits and exercise the rights of a holder
of IDSS.

  HOW CAN I EXCHANGE MY IDSS FOR SHARES OF COMMON STOCK AND SUBORDINATED NOTES
  OR EXCHANGE SHARES OF COMMON STOCK AND SUBORDINATED NOTES FOR IDSS?

     Holders of IDSS may, at any time after 180 days from the date of original
issuance, through their broker or other financial institution, surrender the
IDSS to the depositary and receive delivery of shares of our common stock and
subordinated notes underlying the IDSS. Any holder of shares of our common stock
and subordinated notes may, at any time, through their broker or other financial
institution, deposit shares of common stock and subordinated notes and receive
delivery of the applicable number of IDSS.

  WHAT WILL BE THE U.S. FEDERAL INCOME TAX CONSIDERATIONS IN CONNECTION WITH AN
  INVESTMENT IN THE IDSS?

     We intend to treat the purchase of IDSS in this offering as the purchase of
shares of our common stock and subordinated notes and, by purchasing IDSS, you
will be deemed to have agreed to such treatment. You must allocate the purchase
price of the IDSS between those shares of common stock and subordinated notes in
proportion to their respective initial fair market values, which will establish
your initial tax basis. We expect to report the initial fair market value of
each share of common stock as $
and the initial fair market value of each $     aggregate principal amount of
our subordinated notes as $     and, by purchasing IDSS, you will be deemed to
agree to such allocation.

     The subordinated notes should be treated as debt for U.S. federal income
tax purposes. If the subordinated notes were treated as equity rather than debt
for U.S. federal income tax purposes, then the stated interest on the
subordinated notes could be treated as a dividend, and interest on the
subordinated notes would not be deductible by us for U.S. federal income tax
purposes, which could significantly reduce our future cash flow. In addition,
payments on the subordinated notes to foreign holders would be subject to U.S.
federal withholding taxes at rates of up to 30%. Payments to foreign holders
would not be grossed-up on account of any such taxes.

     The U.S. federal income tax consequences to you of the subsequent deposit
with the depositary of subordinated notes with original issue discount upon a
subsequent issuance of IDSS pursuant to an offering by us or upon a deposit of
subordinated notes following an exercise of exchange rights by holders of
exchangeable participating preferred stock are unclear. We intend to take the
position that any such deposit of subordinated notes will not result in a
taxable exchange of your subordinated notes for U.S. federal income tax
purposes, but such deposit of subordinated notes with original issue discount
could be treated as a taxable exchange of a portion of the subordinated notes
underlying IDSS for a portion of the subordinated notes subsequently deposited
with the depositary.

     Because there is no statutory, judicial or administrative authority
directly addressing the tax treatment of the IDSS or instruments similar to the
IDSS, we urge you to consult your own tax advisor concerning the tax
consequences of an investment in the IDSS. For additional information, see
"Material U.S. Federal Income Tax Considerations."

  WHAT IS THE FUNCTION OF THE DEPOSITARY?

     The depositary will perform the following administrative functions:

     - receive payments from us with respect to the shares of our common stock
       and our subordinated notes and distribute those payments to IDSS holders;

     - maintain a register of IDSS holders;

                                        6
- facilitate communications between IDSS holders, on the one hand, and us
       or the subordinated notes trustee, on the other hand; and

     - effect deliveries of shares of our common stock and our subordinated
       notes upon surrenders of IDSS and vice versa.

     The Bank of New York will serve as the depositary. The mailing address of
the depositary is 101 Barclay Street, New York, New York 10286.

                                        7
SUMMARY OF THE SUBORDINATED NOTES

Issuer........................   Volume Services America Holdings, Inc.

Subordinated notes............   $     million aggregate principal amount of   %
                                 subordinated notes, or $     million aggregate
                                 principal amount assuming the exchange of all
                                 shares of our exchangeable participating
                                 preferred stock for our subordinated notes and
                                 shares of our common stock or the exercise of
                                 the underwriters' over-allotment option in
                                 full.

Interest rate.................     % per year.

Interest payment dates........   Interest will be paid monthly in arrears on the
                                   business day of each month, commencing
                                           , 2003.

Interest deferral.............   If and for as long as our ratio of Adjusted
                                 EBITDA to interest expense, as defined in the
                                 new credit facility, for the twelve-month
                                 period ended on the last day of any fiscal
                                 quarter is at or below           , we must
                                 defer interest payments on our subordinated
                                 notes, as long as we are not in default under
                                 our subordinated notes. Interest payments will
                                 not be deferred for more than 24 months in the
                                 aggregate or at any time after the earlier of
                                           , 2008 or the termination of the new
                                 credit facility. Deferred interest on our
                                 subordinated notes will bear interest at an
                                 annual rate of   %. At the end of each interest
                                 deferral period, we must pay all deferred
                                 interest and any interest on deferred interest
                                 in full.

                                 In the event that interest payments on the
                                 subordinated notes are deferred, you would be
                                 required to include accrued interest in your
                                 income for U.S. federal income tax purposes
                                 even if you do not receive any cash interest
                                 payments.

Maturity date.................   The subordinated notes will mature on
                                           , 2013. We may extend the maturity of
                                 our subordinated notes for two additional
                                 successive five-year terms if, during a
                                 specified period ending      days before the
                                 end of the then current term, the ratio of our
                                 Adjusted EBITDA to interest expense is equal to
                                 or greater than      and so long as we and our
                                 subsidiaries are not in bankruptcy or otherwise
                                 insolvent, we are not in default under our
                                 subordinated notes or any of our other
                                 outstanding indebtedness and there are no
                                 overdue payments of interest on our
                                 subordinated notes or any of our other
                                 outstanding indebtedness.

Optional redemption...........   On and after           , 2008, we may redeem
                                 for cash all or part of the subordinated notes
                                 upon not less than 30 nor more than 60 days'
                                 notice by mail to the owners of subordinated
                                 notes, for a price equal to   % of the
                                 principal amount of subordinated notes to be
                                 redeemed, plus any accrued but unpaid interest
                                 to the redemption date. If the notes are
                                 redeemed in part on a pro rata basis, each IDSS
                                 will represent less than $          aggregate
                                 principal amount of our subordinated notes.

Change of control.............   Upon the occurrence of a change of control, as
                                 defined under "Description of Subordinated
                                 Notes -- Change of Control," each owner of
                                 subordinated notes will have the right to
                                 require us to

                                        8
repurchase that owner's subordinated notes at a
                                 price equal to 101% of the principal amount of
                                 the subordinated notes being repurchased, plus
                                 any accrued but unpaid interest to the date of
                                 repurchase. However, a holder of IDSS will not
                                 be able to exercise this right unless such
                                 holder surrenders the IDSS to the depositary,
                                 and receives delivery of the underlying
                                 securities.

Guarantees of subordinated
notes.........................   The subordinated notes will be fully and
                                 unconditionally guaranteed, on an unsecured
                                 subordinated basis, by each of our direct and
                                 indirect U.S. wholly-owned subsidiaries
                                 existing on the issue date of the subordinated
                                 notes and all our future U.S. restricted
                                 subsidiaries that incur indebtedness or issue
                                 shares of preferred stock or certain capital
                                 stock that is redeemable at the option of the
                                 holder. The subordinated notes will not be
                                 guaranteed by certain of our subsidiaries which
                                 are either not wholly-owned or are organized
                                 outside of the United States. The guarantees
                                 will be subordinated to the guarantees issued
                                 by the subsidiary guarantors under the new
                                 credit facility.

Ranking of subordinated notes
and guarantees................   The subordinated notes will be unsecured and
                                 subordinated in right of payment to all of
                                 VSAH's existing and future senior indebtedness.
                                 The subordinated notes will rank pari passu in
                                 right of payment with all of VSAH's
                                 subordinated indebtedness. VSAH is a holding
                                 company and derives all of its operating income
                                 and cash flow from its subsidiaries. The
                                 guarantees will be unsecured and will be
                                 subordinated in right of payment to all
                                 existing and future senior indebtedness of the
                                 subsidiary guarantors, including all borrowings
                                 of VSA and all guarantees of the other
                                 subsidiary guarantors under the new credit
                                 facility. The guarantees will rank pari passu
                                 with all other indebtedness of the subsidiary
                                 guarantors, including trade payables. The
                                 indenture governing VSAH's subordinated notes
                                 will permit VSAH and the subsidiary guarantors
                                 to incur additional indebtedness, including
                                 senior indebtedness, subject to specified
                                 limitations. On a pro forma basis as of October
                                 1, 2002:

                                 - VSAH would have had no senior or pari passu
                                   indebtedness outstanding;

                                 - VSA would have had $       million aggregate
                                   principal amount of senior secured
                                   indebtedness outstanding under the new credit
                                   facility, which would have been guaranteed on
                                   a senior secured basis by the other
                                   subsidiary guarantors;

                                 - VSA and the other subsidiary guarantors would
                                   have had $     million aggregate principal
                                   amount of pari passu indebtedness
                                   outstanding, other than the guarantees of the
                                   subordinated notes; and

                                 - the non-guarantor subsidiaries would have had
                                   total liabilities, excluding liabilities owed
                                   to us, of $       million, total assets of
                                   these subsidiaries would have accounted for
                                   2.6% of our assets and these subsidiaries
                                   would have generated 5.1% of our net sales
                                   and 2.1% of our EBITDA.

                                        9
Restrictive covenants.........   The indenture governing the subordinated notes
                                 will contain covenants with respect to us and
                                 our restricted subsidiaries that will restrict:

                                 - the incurrence of additional indebtedness and
                                   the issuance of preferred stock and certain
                                   redeemable capital stock;

                                 - the payment of dividends on, and redemption
                                   of, capital stock;

                                 - a number of other restricted payments,
                                   including investments;

                                 - specified sales of assets;

                                 - specified transactions with affiliates;

                                 - the creation of a number of liens; and

                                 - consolidations, mergers and transfers of all
                                   or substantially all of our assets.

                                 The indenture will also prohibit certain
                                 restrictions on distributions from our
                                 restricted subsidiaries. However, there will be
                                 no restriction in the indenture on VSAH
                                 incurring indebtedness in connection with the
                                 issuance of shares of VSAH's common stock so
                                 long as the ratio of the aggregate principal
                                 amount of the additional debt securities over
                                 the number of the additional shares of VSAH's
                                 common stock will not exceed the equivalent
                                 ratio underlying the then existing IDSS. In
                                 addition, all the limitations and prohibitions
                                 described above are subject to a number of
                                 other important qualifications and exceptions
                                 described under "Description of Subordinated
                                 Notes -- Certain Covenants."

                                 The depositary will not be obligated to enforce
                                 these covenants on your behalf. However, the
                                 depositary will terminate the deposit agreement
                                 if, among other things, the depositary receives
                                 notice from us or the trustee for the
                                 subordinated notes of an event of default under
                                 the subordinated notes or the holders of at
                                 least 25% of the outstanding IDSS request
                                 termination on the grounds that a default may
                                 have occurred under the subordinated notes.
                                 Additionally, you may, at any time, surrender
                                 your IDSS, withdraw your subordinated notes and
                                 shares of common stock as provided in the
                                 deposit agreement and enforce your rights as a
                                 noteholder directly.

                                        10
SUMMARY OF THE COMMON STOCK

Issuer........................   Volume Services America Holdings, Inc.

Shares of common stock
underlying IDSS...............             shares.

Shares of common stock to be
outstanding following the
offering......................             shares, or           shares assuming
                                 the exchange of all shares of our exchangeable
                                 participating preferred stock for shares of our
                                 common stock and subordinated notes or the
                                 exercise of the underwriters' over-allotment
                                 option in full.

Voting rights.................   Each outstanding share of our common stock will
                                 carry one vote per share and, subject to
                                 applicable law, will vote together with shares
                                 of our exchangeable participating preferred
                                 stock as a single class. Each outstanding share
                                 of our exchangeable participating preferred
                                 stock will carry a number of votes equal to the
                                 number of shares of our common stock for which
                                 that share may be exchanged.

Listing.......................   We will apply to list our common stock
                                 underlying the IDSS on the Toronto Stock
                                 Exchange under the trading symbol "          ."
                                 However, we currently do not expect that an
                                 active trading market for the shares of our
                                 common stock will develop. These securities
                                 will be freely tradable without restriction or
                                 further registration under the Securities Act,
                                 unless they are purchased by "affiliates" as
                                 that term is defined in Rule 144 under the
                                 Securities Act of 1933.

                                  RISK FACTORS

     You should carefully consider the information under the heading "Risk
Factors" and all other information in this prospectus before investing in the
shares of our common stock and subordinated notes underlying the IDSS.

                               FUTURE FINANCINGS

     We expect to effect future financings by issuing additional shares of our
common stock and subordinated notes, which may be represented by IDSS or issued
separately, or by issuing other securities.

                   GENERAL INFORMATION ABOUT THIS PROSPECTUS

     Unless we specifically state otherwise, the information in this prospectus
does not take into account:

     - the exercise by the underwriters of their over-allotment option with
       respect to IDSS; and

     -           reserved for issuance under our long-term management incentive
       plan.

     Throughout this prospectus, we have assumed the purchase of all of VSA's
senior subordinated notes in the tender offer and consent solicitation for
aggregate consideration of $     million.

     In this prospectus, our average length of client relationships is
calculated based on continuous historical contract relationships with our
existing clients, after weighting each relevant contract by the EBITDA it
generated in fiscal 2001. For purposes of calculating our average length of
client relationships, we count as continuous relationships those cases in which
a sports team at a facility we serve moves to a new facility for which we obtain
the relevant service contract. In addition, our contracts' average remaining

                                        11
life is based on the average period of time left to run before their scheduled
expirations, after weighting each contract by the EBITDA it generated in fiscal
2001.

     When we describe EBITDA as being generated by a contract or group of
contracts for the relevant period, we have calculated it by allocating all
corporate credits, overhead and miscellaneous expenses to the relevant contract
or group of contracts proportionately based on the net sales generated by that
contract or group of contracts for that same period.

     In this prospectus, EBITDA is defined as income (loss) before income taxes,
interest expense, depreciation and amortization. EBITDA is not a measure in
accordance with generally accepted accounting principles in the United States,
or GAAP, and should not be considered as an alternative to net income or cash
flow data prepared in accordance with GAAP. Our measure of EBITDA may not be
comparable to similarly titled measures used by other companies due to
differences in methods of calculation.

     Throughout this prospectus, unless otherwise indicated, all references to
dollars are to U.S. dollars, and all references to GAAP are to U.S. generally
accepted accounting principles.

                                        12
SUMMARY CONSOLIDATED FINANCIAL INFORMATION

     The following table sets forth our summary consolidated financial
information derived from our audited consolidated financial statements for each
of our fiscal years in the five year period ended January 1, 2002. The following
table also sets forth our summary historical financial information derived from
our unaudited consolidated financial statements for the thirty-nine weeks ended
October 1, 2002 and October 2, 2001, which are included in this prospectus.

     The information in the table below is only a summary and should be read in
conjunction with our audited consolidated financial statements for fiscal 1999,
2000 and 2001 and the related notes, our unaudited consolidated financial
statements for the thirty-nine weeks ended October 1, 2002 and October 2, 2001
and the related notes and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," all as included elsewhere in this
prospectus. The figures for interim periods shown below are not necessarily
indicative of results for the applicable full fiscal year.
THIRTY-NINE
                                                                                           WEEKS ENDED
                                                      FISCAL(1)                      -----------------------
                                   -----------------------------------------------   OCTOBER 1,   OCTOBER 2,
                                    1997      1998      1999      2000      2001        2002         2001
                                   -------   -------   -------   -------   -------   ----------   ----------
                                                         (IN MILLIONS, EXCEPT RATIOS)
STATEMENT OF OPERATIONS DATA:
Net sales........................  $ 196.0   $ 283.4   $ 431.5   $ 522.5   $ 543.1     $449.4       $418.4
Net income (loss)(2).............  $  (3.1)  $  (5.2)  $  (5.6)  $  (4.2)  $  (3.6)    $  6.8       $ (0.1)
CASH FLOW DATA:
Net cash provided by operating
  activities.....................  $  15.3   $   2.5   $  16.1   $  22.7   $  24.7     $ 48.0       $ 26.1
Net cash used in investing
  activities.....................  $ (31.0)  $  (5.3)  $ (25.4)  $ (12.9)  $ (29.3)    $(41.1)      $(22.5)
Net cash provided by (used in)
  financing activities...........  $  15.9   $   6.3   $  12.8   $  (7.3)  $   5.0     $(11.5)      $ (1.3)
OTHER DATA:
Income (loss) before income
  taxes..........................  $  (2.8)  $  (2.2)  $  (6.1)  $  (5.5)  $  (4.0)    $  7.3       $ (0.1)
Adjustments:
  Interest expense...............      7.9      11.3      23.0      26.6      23.4       15.7         18.1
  Depreciation and
    amortization.................     12.9      18.2      26.8      26.3      24.5       19.0         18.2
                                   -------   -------   -------   -------   -------     ------       ------
EBITDA(3)........................  $  18.0   $  27.3   $  43.7   $  47.4   $  43.9     $ 42.0       $ 36.2
Adjustments:(4)
  Transaction related expenses...       --       3.1       1.5       1.1        --         --           --
  Contract related losses........      2.5       1.4       1.4       2.5       4.8        0.7          4.1
  Non-cash compensation..........       --        --        --       0.3       0.1        0.5          0.1
  Management fees paid to
    affiliates of Blackstone and
    GE Capital...................      0.3       0.3       0.4       0.4       0.4        0.3          0.3
                                   -------   -------   -------   -------   -------     ------       ------
Adjusted EBITDA(3)...............  $  20.8   $  32.1   $  47.1   $  51.7   $  49.2     $ 43.5       $ 40.7
Unusual item included in Adjusted
  EBITDA:
  Return of bankruptcy funds to
    Service America..............       --        --        --        --        --     $  1.4           --

Maintenance capital
  expenditures(5)................  $   5.3   $   4.6   $   4.9   $   8.3   $  12.7     $ 29.6       $ 11.1
Growth capital expenditures(5)...     32.3      14.2      21.4       5.6      16.7       13.9         11.5
                                   -------   -------   -------   -------   -------     ------       ------
Aggregate capital expenditures...  $  37.6   $  18.8   $  26.3   $  13.9   $  29.4     $ 43.5       $ 22.6
Ratio of earnings to fixed
  charges(6).....................       --        --        --        --        --       1.45           --
13
THIRTY-NINE
                                                                                           WEEKS ENDED
                                                      FISCAL(1)                      -----------------------
                                   -----------------------------------------------   OCTOBER 1,   OCTOBER 2,
                                    1997      1998      1999      2000      2001        2002         2001
                                   -------   -------   -------   -------   -------   ----------   ----------
                                                         (IN MILLIONS, EXCEPT RATIOS)
Deficiency in the coverage of
  earnings to fixed charges(6)...  $  (2.8)  $  (2.2)  $  (6.1)  $  (5.5)  $  (4.0)    $   --       $ (0.1)
Ratio of Adjusted EBITDA to fixed
  charges(7).....................     2.75      2.98      2.19      2.06      2.24       2.98         2.39
OCTOBER 1, 2002
                                                                           --------------------
                                                                                     PRO FORMA
                                                              JANUARY 1,                AS
                                                                 2002      ACTUAL   ADJUSTED(8)
                                                              ----------   ------   -----------
                                                                        (IN MILLIONS)
BALANCE SHEET DATA:
Total current assets........................................    $ 49.9     $ 49.6
Total current liabilities...................................    $ 56.0     $ 74.1
Working capital (deficiency)(9).............................    $ (6.1)    $(24.6)
Total assets................................................    $265.9     $285.9
Long-term debt (including current portion)..................    $224.6     $210.7
Total liabilities...........................................    $276.2     $288.9
---------------

(1) We have adopted a 52-53 week period ending on the Tuesday closest to
    December 31 as our fiscal year. The 1997, 1998, 1999 and 2001 fiscal years
    consisted of 52 weeks, and fiscal year 2000 consisted of 53 weeks.

(2) In accordance with Statement of Financial Accounting Standards No. 142, or
    SFAS 142, effective January 2, 2002, we discontinued the amortization of
    goodwill and trademarks and identified intangible assets which we believe
    have indefinite lives. Adjusted net income (loss) to give effect to SFAS 142
    would have been $(2.4) million for fiscal 1997, $(3.9) million for fiscal
    1998, $(3.1) million for fiscal 1999, $(1.8) million for fiscal 2000, $(1.1)
    million for fiscal 2001 and $1.8 million for the thirty-nine weeks ended
    October 2, 2001.

(3) EBITDA and Adjusted EBITDA are not intended to represent cash flows from
    operations as determined by generally accepted accounting principles and
    should not be used as alternatives to income (loss) before taxes or net
    income as indicators of operating performance or to cash flows as measures
    of liquidity. Our measures of EBITDA and Adjusted EBITDA may not be
    comparable to similarly titled measures used by other companies due to
    differences in methods of calculation.

     We believe that EBITDA and Adjusted EBITDA best reflect the cash returned
     on our investment in capital expenditures under our contracts. In addition,
     we believe that the inclusion of supplementary adjustments to EBITDA
     applied in presenting Adjusted EBITDA is appropriate to provide additional
     information to investors about non-cash and certain non-recurring items and
     because covenants in the indenture governing our subordinated notes contain
     ratios based on that measure. For example, our ability to incur additional
     debt and make restricted payments requires an Adjusted EBITDA to fixed
     charges ratio of 2.0 to 1.0, except that we may incur certain debt and make
     certain restricted payments without regard to the ratio, including our
     ability to incur an unlimited amount of indebtedness in connection with the
     issuance of shares of our common stock so long as the ratio of the
     aggregate principal amount of the additional debt securities over the
     number of the additional shares of our common stock will not exceed the
     equivalent ratio underlying the then existing IDSS. On a pro forma basis,
     for the four quarters ended October 1, 2002, our Adjusted EBITDA to fixed
     charges ratio under the indenture would have been      to 1.0. We have also
     disclosed additional information about certain additional cash items that
     are not related to our core operations that we do not expect to continue in
     the future. Adjusted EBITDA is determined in the indenture governing our
     subordinated notes as income (loss) before income taxes, plus interest
     expense, depreciation and amortization expense, transaction related
     expenses, contract related losses, other non-cash charges,

                                        14
and the annual management fee paid to affiliates of Blackstone and General
     Electric Capital, less any non-cash credits.

(4) Explanations of the adjustments are listed below:

     Transaction related expenses include:

        - for fiscal 1998, $3.1 million of cash severance expenses paid to
          former employees and other expenses incurred in connection with the
          elimination of redundant personnel and office functions resulting from
          the business combination of Volume Services and Service America;

        - for fiscal 1999, $1.5 million of cash expenses related to the
          elimination of redundant office functions of the Service America
          corporate office in connection with the business combination of Volume
          Services and Service America; and

        - for fiscal 2000, $1.1 million of cash strategic corporate costs
          consisting of accounting and legal expenses resulted from merger and
          acquisition activity unrelated to our on-going operations;

     - Contract related losses include:

        - for fiscal 1997, a $2.5 million non-cash charge related to the
          write-down to net realizable value of a contract that was terminated
          by mutual agreement;

        - for fiscal 1998, $1.4 million of non-cash charges related to the
          write-down to net realizable value of a contract that was terminated;

        - for fiscal 1999, $1.4 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets;

        - for fiscal 2000, $1.5 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets, $0.7 million
          related to the write-off of assets related to a litigation settlement
          and a non-recurring $0.3 million cash expense in related legal fees;

        - for fiscal 2001, $4.8 million of non-cash charges related to the
          write-down of impaired assets for certain contracts where the
          estimated future cash flows from the contract were insufficient to
          cover the carrying cost of the related long-lived assets;

        - for the thirty-nine week period ended October 2, 2001, $4.1 million of
          non-cash charges related to the write-down of impaired assets for
          certain contracts where the estimated future cash flows from the
          contracts were insufficient to cover the carrying cost of the related
          long-lived assets and $0.1 million in non-cash compensation expense
          resulted from the change in estimated value of our company; and

        - for the thirty-nine week period ended October 1, 2002, $.7 million of
          non-cash charges related to the write-down of impaired assets for
          certain contracts where the estimated future cash flows from the
          contracts were insufficient to cover the carrying cost of the related
          long-lived assets, $0.5 million in non-cash compensation expense
          resulted from the change in estimated value of our company and $1.4
          million in bankruptcy funds returned to Service America; and

     - Management fees paid to affiliates of Blackstone and General Electric
       Capital include:

        - for fiscal 1997, 1998, 1999, 2000, 2001, the thirty-nine week period
          ended October 1, 2002 and the thirty-nine week period ended October 2,
          2001, $0.3 million, $0.3 million, $0.4 million, $0.4 million, $0.4
          million, $0.3 million and $0.3 million, respectively, of monitoring
          fees.

                                        15
(5) The sum of maintenance and growth capital expenditures equals the sum of
    contract rights acquired, net (purchase of contract rights) and the purchase
    of property and equipment, net for the relevant periods as displayed in the
    statement of cash flows, as follows:
THIRTY-NINE
                                                                           WEEKS ENDED
                                           FISCAL(1)                 -----------------------
                             -------------------------------------   OCTOBER 1,   OCTOBER 2,
                             1997    1998    1999    2000    2001       2002         2001
                             -----   -----   -----   -----   -----   ----------   ----------
                                                      (IN MILLIONS)
Aggregate capital
  expenditures.............  $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
Statement of cash flow
  data:
  Contract rights acquired,
     net (purchase of
     contract rights)......   11.6     6.2    15.9     7.5    21.3      35.9         16.4
  Purchase of property and
     equipment, net........   26.0    12.6    10.4     6.4     8.1       7.6          6.2
                             -----   -----   -----   -----   -----     -----        -----
                             $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
                             =====   =====   =====   =====   =====     =====        =====
Maintenance capital expenditures are capital expenditures made to secure
    renewals of our existing contracts and maintain these contracts following
    renewal. Growth capital expenditures are those made to secure new contracts
    and maintain these contracts during their initial term. Accordingly, growth
    capital expenditures in any given year consist of up-front capital
    investments in new contracts and additional committed investments in
    existing contracts that have never previously been renewed. We believe that
    the identification and separation of maintenance and growth capital
    expenditures are important factors in evaluating our financial results.
    While we strive to maintain our present level of EBITDA by securing renewals
    of our existing contracts, we cannot assure you that we will maintain our
    present level of EBITDA since we cannot predict the future financial
    requirements of our clients. Contracts may be renewed at significantly
    different commission rates and, thus, levels of EBITDA, depending on the
    clients' financial requirements at the time of renewal. See "Management's
    Discussion and Analysis of Financial Condition and Results of
    Operations -- Liquidity and Capital Resources."

(6) For purposes of determining the ratio of earnings to fixed charges, earnings
    are defined as income (loss) before income taxes, extraordinary item and
    cumulative effect of change in accounting principle plus fixed charges.
    Fixed charges include interest expense on all indebtedness, amortization of
    deferred financing costs and one-third of rental expense on operating leases
    representing that portion of rental expense deemed to be attributable to
    interest.

(7) For purposes of this ratio, fixed charges includes interest expense
    (excluding amortization of deferred financing fees) plus capitalized
    interest, the earned discount or yield with respect to the sale of
    receivables and cash dividends on preferred stock.

(8) The pro forma as adjusted balance sheet data have been prepared assuming
    completion of this offering, the use of proceeds from this offering, the
    purchase of all VSA's senior subordinated notes in the tender offer and
    consent solicitation for a total consideration of $     million and
    completion of the bank refinancing, including payment of related fees and
    expenses. The pro forma as adjusted balance sheet data give effect to those
    transactions as if they had occurred on October 1, 2002.

(9) Working capital represents total current assets less total current
    liabilities.

                                        16
INTEREST AND DIVIDEND PAYMENTS TO IDSS HOLDERS

     The table below shows our cash obligations before capital expenditures in
fiscal 2002 on a pro forma as adjusted basis assuming completion of this
offering, the use of proceeds from this offering, the purchase of all VSA's
senior subordinated notes in the tender offer and consent solicitation for a
total consideration of $     million and completion of the bank refinancing,
including payment of related fees and expenses. The information in the table
below assumes that these transactions occurred on January 2, 2002.
FISCAL 2002
                                                        ----------------------------------
                                                                                PRO FORMA
                                                        ACTUAL   ADJUSTMENTS   AS ADJUSTED
                                                        ------   -----------   -----------
                                                                  (IN THOUSANDS)
Income (loss) before income taxes(1)..................
Additions:
  Interest expense on old credit facility and VSA's
     senior subordinated notes, including deferred
     financing costs..................................
  Depreciation and amortization.......................
EBITDA................................................
Additions:
  Contract related losses.............................
  Non-cash compensation...............................
  Management fees paid to affiliates of Blackstone and
     GE Capital(2)....................................
Adjusted EBITDA.......................................
Unusual item included in Adjusted EBITDA:
  Return of bankruptcy funds to Service America.......
Deductions from Adjusted EBITDA:
  Interest expense on new credit facility(3)..........
  Interest expense on subordinated notes underlying
     IDSS.............................................
  Additional public company administrative
     expenses(4)......................................
  Income tax expense(5)...............................
     Available cash before capital expenditures and
       dividend payments..............................
---------------

(1) Includes $1.4 million of bankruptcy funds returned to Service America.

(2) We will not pay a management fee to Blackstone and General Electric Capital
    beginning in fiscal 2003, assuming consummation of this offering.

(3) Assumes   % interest on $     million outstanding borrowings and a letter of
    credit fee on a portion of the revolving credit facility reserved for the
    letters of credit.

(4) Consist of Canadian audit fees, tax audit fees, director and officer
    liability insurance, expenses relating to the annual stockholders' meeting,
    printing expenses, investor relations expenses, additional filing fees,
    additional trustee fees, depositary fees, registrar and transfer agent fees,
    directors' fees, additional legal fees, listing fees and miscellaneous fees.

(5) Consists of additional federal and state taxes resulting from the
    capitalization of our company after this offering.

                                        17
Under the dividend policy we will have in place upon consummation of this
offering, we would have used the available cash before capital expenditures and
dividend payments shown in the above table as follows:
Average maintenance capital expenditures (fiscal 1998-fiscal
  2002).....................................................
Base dividend on shares of exchangeable participating
  preferred stock...........................................
Participating dividends on shares of exchangeable
  participating preferred stock and dividends on shares of
  common stock..............................................
  Remaining cash(1).........................................
---------------

(1) Includes $1.4 million of bankruptcy funds returned to Service America.

     In the above table, we have used our average maintenance capital
expenditures from fiscal 1998 to fiscal 2002, because our actual maintenance
capital expenditures for fiscal 2002 of $          were unusually high due to
the capital we used to renew several long-term contracts with some of our
largest clients. We have also assumed that we would have funded growth capital
expenditures of $          through borrowings under the revolving line of credit
of the new credit facility. In fiscal 2002, we funded these growth capital
expenditures through a combination of borrowings under the revolving line of
credit of the old credit facility and cash flows from operating activities.

     Based on the foregoing, aggregate payments to IDSS holders in fiscal 2002
would have been as follows:
PER
                                                              AGGREGATE    IDSS
                                                              ---------   -------
Interest on subordinated notes underlying IDSS..............
Dividends on shares of common stock underlying IDSS
  Aggregate.................................................
18
RISK FACTORS

     An investment in the shares of our common stock and our subordinated notes
underlying the IDSS involves a number of risks. In addition to the other
information contained in this prospectus, prospective investors should give
careful consideration to the following factors.

RISKS RELATING TO OUR BUSINESS AND THE INDUSTRY

  IF ATTENDANCE OR THE NUMBER OF EVENTS HELD AT OUR CLIENTS' FACILITIES
  DECREASES, OUR NET SALES AND CASH FLOW MAY SIGNIFICANTLY DECLINE.

     A decline in the number of events held, the level of attendance at these
events or the amount spent by each attendee at client facilities may cause a
significant decline in our net sales and cash flow. We rely on our clients to
schedule popular events at their facilities and to maximize attendance at these
events. The level of attendance and number of events held at client facilities
are affected by several factors, most of which are not within our control and
are extremely difficult to predict, including the following:

     - maintenance and physical condition of the facility;

     - poor performance by the sports teams using the facility;

     - relocation or loss of a major sports team using a facility;

     - ticket prices;

     - changing consumer preferences for leisure time activities;

     - inclement weather;

     - scheduling of conventions, meetings and large catered events;

     - construction of attractive alternative arenas, stadiums, convention
       centers or other venues or facilities;

     - labor stoppages; and

     - weaker economic conditions.

     Labor stoppages in professional sports can cause a significant decline in
our net sales and cash flow, especially in MLB which accounts for a significant
portion of our net sales and a majority of our cash flow generated by contracts
for sports facilities. For example, the labor stoppage which disrupted the 1995
MLB season caused a material decline in our net sales and cash flow. Had it not
been averted, a MLB strike in the 2002 season would likely have had a similar
negative effect on our financial performance for the period of the strike.

     Furthermore, weak economic conditions in North America have caused event
sponsors and people attending events held at convention center facilities,
including those at which we operate, to cancel, reduce or postpone their use of
the facilities and/or have caused attendees at these facilities to reduce
spending on discretionary purchases, such as the products which we sell. As a
result, these weak economic conditions have adversely affected our net sales and
cash flow.

  THE PRICING AND TERMINATION PROVISIONS OF OUR CONTRACTS MAY CONSTRAIN OUR
  ABILITY TO RECOVER COSTS AND TO MAKE A PROFIT ON OUR CONTRACTS.

     The amount of risk that we bear and our profit potential vary depending on
the type of contract under which we provide our services. Under profit and loss
and profit sharing contracts, which together account for substantially all our
net sales and cash flow, we bear all of the expenses of providing our services
and we bear all of the risk that net sales will be adequate to support our
operations. In addition, some profit and loss and profit sharing contracts
contain minimum guaranteed commissions or equivalent payments to the client,
regardless of the level of net sales at the facility or whether a profit is
generated. If net sales do not exceed costs under a contract, including
guaranteed commissions, we will experience losses. Beginning

                                        19
in fiscal 2003, we expect that the EBITDA we generate under our contract with
our largest client will decline as a result of higher commission rates which we
agreed to in connection with a renewal of the contract.

     Under many of our contracts, we are obliged to comply with the instructions
of our clients in determining which products are sold at individual facilities,
and most of our contracts limit our ability to raise prices on the food,
beverages and merchandise sold within a particular facility without the client's
consent. The refusal by clients to permit the sale of some products at their
facilities, or the imposition by clients of maximum prices which are not
economically feasible for us, could materially adversely affect our results of
operations.

     In addition, some of our contracts contain provisions allowing our clients
to terminate the contract without cause or with little or no notice, exclude
specified events or products from the scope of the contract or modify the terms
under which we may operate at specified events. If clients exercise these
rights, our net sales may decline significantly and our results of operations
could be adversely affected.

  WE HAVE A HISTORY OF LOSSES AND MAY EXPERIENCE LOSSES IN THE FUTURE.

     We have incurred significant losses in the past and we anticipate that we
will continue to incur losses in the foreseeable future. We incurred net losses
of:

     - $3.1 million in fiscal 1997;

     - $5.2 million in fiscal 1998;

     - $5.6 million in fiscal 1999;

     - $4.2 million in fiscal 2000; and

     - $3.6 million in fiscal 2001.

     We may not achieve profitability in the future or be able to generate cash
flow sufficient to make distributions or meet our interest and principal payment
obligations, including interest and dividend payments to IDSS holders, and other
capital needs such as working capital for future growth and capital
expenditures.

  WE MAY NOT BE ABLE TO RECOVER OUR CAPITAL INVESTMENTS IN CLIENTS' FACILITIES,
  WHICH MAY SIGNIFICANTLY REDUCE OUR PROFITS OR CAUSE LOSSES.

     When we enter into a new contract or renew an existing contract, we are
often required to pay substantial contract acquisition fees to the client or to
make capital investments in our clients' facilities that can be substantial. If
the contract is terminated early either by us or by the client or in the event
that a client becomes insolvent or files for bankruptcy, we may not be able to
recover our unamortized capital investment under that client's contract and will
have to recognize an operating loss or reduction from operating profit equal to
the unrecovered portion of our capitalized investment. This amount may be
substantial, depending on the remaining term of the contract and the size of the
capital investment. For example, for the year ended January 1, 2002, we recorded
contract related losses of approximately $1.1 million for the write-down of
property and equipment related to two of our clients which filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code and a receivable
reserve of $2.3 million related to one of those clients.

  IF THE SPORTS TEAM TENANT OF A FACILITY WE SERVE RELOCATES OR THE OWNERSHIP OF
  A FACILITY WE SERVE CHANGES, WE MAY LOSE THE CONTRACT FOR THAT FACILITY.

     Some of our sports facility contracts do not contain any protection for us
in the event that the sports team tenant of the facility moves to a new
facility. Changes in the ownership of a facility that we serve, or of a sports
team tenant of the facility, may make renewal of a contract less likely and may
result in disputes concerning the terms under which we provide our services at
the facility.

                                        20
IF WE WERE TO LOSE ANY OF OUR LARGEST CLIENTS, OUR RESULTS OF OPERATIONS COULD
  BE SIGNIFICANTLY HARMED.

     Our net sales would significantly decline if we lost any of our largest
clients, representing a few key facilities. For fiscal 2001:

     - our largest client accounted for approximately 10.0% of our net sales;

     - our three largest clients together accounted for approximately 18.9% of
       our net sales;

     - our 10 largest clients together accounted for approximately 39.5% of our
       net sales; and

     - our 20 largest clients together accounted for approximately 50.1% of our
       net sales.

     Our larger contracts, which typically require higher up-front capital
investments, provide us with higher EBITDA margins.

  A CONTRACTION OF MLB THAT ELIMINATES ANY OF THE TEAMS PLAYING IN ANY OF THE
  FACILITIES SERVED BY US WOULD LIKELY HAVE A MATERIAL ADVERSE EFFECT ON OUR
  RESULTS OF OPERATIONS.

     In November 2001, MLB announced plans for a "contraction" to eliminate
three MLB teams beginning with the 2002 baseball season. No contraction occurred
in the 2002 baseball season, and the contract between MLB and its players' union
provides for no MLB team elimination by contraction through 2006. We do not have
sufficient information to assess the likelihood that any specific team would be
subject to contraction if a contraction were to occur. Press accounts at the
time contraction of MLB was first announced in 2001 indicated that, among
others, the Tampa Bay Devil Rays, the Minnesota Twins and the Montreal Expos
were possible targets. We currently have contracts with the Tampa Bay Devil Rays
and the Metrodome, home of the Minnesota Twins. If either or both of those teams
were to be eliminated by contraction without due compensation to us, it could
have a material adverse effect on us.

  WE MAY NOT HAVE SUFFICIENT FUNDS AVAILABLE TO MAKE CAPITAL INVESTMENTS IN
  CLIENTS' FACILITIES THAT ARE NECESSARY TO MAINTAIN THESE RELATIONSHIPS.

     When we renew an existing contract, we are often required to pay
substantial contract acquisition fees to the client or to make substantial
investments in our client's facility to help finance facility construction or
renovation. The amount of these capital investments will vary, in some cases
materially, from year to year depending on the number and significance of
contracts up for renewal. For example, in 2003, three of our 20 largest
contracts will expire. In order to renew these contracts, we expect that we will
have to make significant capital expenditures. If we do not have sufficient
funds available to make attractive bids for new contracts or renew existing
contracts, our business will decline and our ability to make payments on the
IDSS will be weakened.

  OUR HISTORICAL GROWTH RATES MAY NOT BE INDICATIVE OF FUTURE RESULTS, GIVEN OUR
  NEW CAPITAL STRUCTURE AND DIVIDEND POLICY.

     Our business has experienced relatively rapid growth over the last several
years, much of which has been financed from cash generated by our operations. In
the past, we have reinvested a significant portion of our cash earnings in the
growth of our business through bidding for new business, which requires
substantial up-front cash payments. Following this offering, a substantial
portion of our cash earnings will be required to service our debt and maintain
our existing client base. In addition, we currently intend to distribute a
significant portion of any remaining cash earnings to our stockholders in the
form of monthly dividends. Our ability to continue to expand our business will
depend upon our future cash flow from operations and, to a large extent, upon
our ability to borrow funds under our new credit facility and to obtain other
third-party financing, including through the sale of IDSS or other securities.
We cannot assure you that such financing will be available to us on favorable
terms or at all. Thus, we do not believe that we will be able to achieve the
levels of growth we have experienced historically.

                                        21
IF LABOR OR OTHER OPERATING COSTS INCREASE, WE MAY NOT BE ABLE TO MAKE A
  CORRESPONDING INCREASE IN THE PRICES OF OUR PRODUCTS AND SERVICES AND OUR
  PROFITABILITY MAY DECLINE SIGNIFICANTLY.

     Most of our contracts require us to obtain our clients' consent before
raising prices. As a result, we may not be able to offset any increases in our
wage or other operating costs through price changes. Any factors which increase
the wage rates that we have to pay in order to attract suitable employees,
including any tightening of the labor supply in any of the markets where we
operate, or any other factors that increase our operating costs, such as trends
affecting insurance premiums, may materially adversely affect our profitability.
In addition, our profitability could be materially adversely affected if we were
faced with cost increases for food, beverages, wages and equipment due to
general economic conditions, collective bargaining obligations, competitive
conditions or any combination of these.

  WE COULD INCUR SIGNIFICANT LIABILITY FOR WITHDRAWING FROM MULTI-EMPLOYER
  PENSION PLANS.

     We operate at numerous facilities under collective bargaining agreements.
Under some of these agreements, we are obligated to contribute to multi-employer
pension plans. If any of our service contracts at these facilities were
terminated or not renewed, and the applicable multi-employer pension plan at
that time had unfunded vested benefits, we could be subject to withdrawal
liability to the multi-employer plan. We have not determined the extent of our
potential liability, if any, for any withdrawal in the future. We may be exposed
to material withdrawal liability under these circumstances. In addition, we
cannot predict with any certainty which, if any, groups of employees who are not
currently represented by labor unions may seek union representation in the
future, or the outcome of any re-negotiation of current collective bargaining
agreements.

  WE MAY INCUR SIGNIFICANT LIABILITIES OR REPUTATIONAL HARM IF CLAIMS OF ILLNESS
  OR INJURY ASSOCIATED WITH OUR SERVICE OF FOOD AND BEVERAGE TO THE PUBLIC ARE
  BROUGHT AGAINST US.

     Claims of illness or injury relating to food quality or handling are common
in the food service industry and from time to time, we are and may become in the
future subject to claims relating to:

     - consumer product liability;

     - product tampering;

     - nutritional and health-related concerns; and

     - federal, state, provincial and local food controls.

     We may also be adversely affected by negative publicity resulting from the
filing of food quality or handling claims at one or more of the facilities we
serve. In addition, the level of product liability insurance coverage we
currently maintain may not be adequate to cover these claims. Any losses that we
may suffer from future liability claims, including the successful assertion
against us of one or a series of large claims in excess of our insurance
coverage, could materially adversely affect our results of operations.
Furthermore, adverse publicity could negatively impact our ability to renew
existing contracts or to obtain new clients.

  IF ONE OF OUR EMPLOYEES SELLS ALCOHOLIC BEVERAGES TO AN INTOXICATED OR MINOR
  PATRON, WE MAY BE LIABLE TO THIRD PARTIES FOR THE ACTS OF THE PATRON.

     We serve alcoholic beverages at many facilities and are subject to the
"dram-shop" statutes of the jurisdictions in which we serve alcoholic beverages.
"Dram-shop" statutes generally provide that serving alcohol to an intoxicated or
minor patron is a violation of law.

     In most jurisdictions, if one of our employees sells alcoholic beverages to
an intoxicated or minor patron, we may be liable to third parties for the acts
of the patron. We cannot guarantee that those patrons will not be served or that
we will not be subject to liability for their acts. In addition, our liquor
liability insurance coverage may not be adequate to cover any potential
liability and insurance may not continue to be available on commercially
acceptable terms or at all.

                                        22
IF WE FAIL TO COMPLY WITH APPLICABLE GOVERNMENTAL REGULATIONS, WE MAY BECOME
  SUBJECT TO LIABILITIES OR RESTRICTIONS ON OUR OPERATIONS WHICH COULD
  SIGNIFICANTLY REDUCE OUR NET SALES AND CASH FLOW AND UNDERMINE THE GROWTH OF
  OUR BUSINESS.

     Our operations are subject to various governmental regulations, including
those governing:

     - the service of food and alcoholic beverages;

     - minimum wage regulations;

     - employment;

     - environmental protection; and

     - human health and safety.

In addition, our facilities and products are subject to periodic inspection by
federal, state, provincial and local authorities.

     We are also subject to licensing with respect to the sale of alcoholic
beverages in the states and provinces in which we serve such beverages. Failure
to receive or retain, or the suspension of, liquor licenses or permits would
interrupt or terminate our ability to serve alcoholic beverages at the
applicable locations and, depending on the number of locations or specific
facilities affected, could have a material adverse effect on our results of
operations. Some of our contracts require us to pay liquidated damages during
any period in which our liquor license for the relevant facility is suspended,
and most contracts are subject to termination in the event that we lose our
liquor license for the relevant facility. Additional regulation relating to
liquor licenses may limit our activities in the future or significantly increase
the cost of compliance.

     If we fail to comply with applicable laws and regulations, we could be
subject to civil remedies, including fines, injunctions, recalls or seizures, as
well as potential criminal sanctions. This could have a material adverse effect
on our results of operations. We may not be in compliance with all applicable
laws and regulations and we may not be able to comply with all future laws and
regulations. Furthermore, additional federal or state legislation, or changes in
regulatory implementation, may limit our activities in the future or
significantly increase the cost of regulatory compliance.

  WE MAY BE SUBJECT TO SIGNIFICANT ENVIRONMENTAL LIABILITIES.

     Claims for environmental liabilities arising out of property contamination
have been asserted against us from time to time, and in some cases such claims
have been associated with businesses, including waste disposal and/or management
businesses, related to entities we acquired and have been based on conduct that
occurred prior to our acquisition of those entities. Recently, private
corporations asserted a claim under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, or "CERCLA," against us for contribution
to address past and future remediation costs at a site in Illinois. The site
allegedly was used by, among others, a waste disposal business purportedly
related to a predecessor for which we allegedly are responsible. In addition,
the United States Environmental Protection Agency, asserting authority under
CERCLA, recently issued a unilateral administrative order concerning the same
Illinois site naming approximately 75 entities as respondents, including the
plaintiffs in the CERCLA lawsuit against us and the waste disposal business for
which the plaintiffs allege we are responsible. Because these claims are in
their early stages, we cannot predict at this time whether we will eventually be
held liable at this site or whether such liability will be material.
Furthermore, additional environmental liabilities relating to any of our former
operations or any entities we have acquired could be identified and give rise to
claims against us involving significant losses.

                                        23
IF WE FAIL TO REMAIN COMPETITIVE WITHIN OUR INDUSTRY, WE WILL NOT BE ABLE TO
  MAINTAIN OUR CLIENTS OR OBTAIN NEW CLIENTS, WHICH WOULD MATERIALLY ADVERSELY
  AFFECT OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND LIQUIDITY.

     The recreational food service industry is highly fragmented and
competitive, with several national and international food service providers as
well as a large number of smaller independent businesses serving discrete local
and regional markets and competing in distinct areas. Those smaller companies
that lack a full-service capability, because, for example, they cannot cater for
luxury suites at stadiums and arenas, often bid for contracts in conjunction
with one of the other national or international food service companies that can
offer those services.

     We compete primarily based on the following factors:

     - the ability to make capital investments;

     - commission or management fee structures;

     - service innovation;

     - quality and breadth of products and services; and

     - reputation within the industry.

     Some of our competitors may be prepared to accept less favorable financial
returns than we are when bidding for contracts. A number of our competitors also
have substantially greater financial and other resources than we do and some of
them may have higher retention rates than we do. Furthermore, the fact that we
have relatively more debt than some of our competitors could place us at a
competitive disadvantage. We also face competition from regional and local
service contractors, some of which are better established than we are within a
specific geographic region. Existing or potential clients may also elect to
"self operate" their food services, eliminating the opportunity for us to
compete for the account.

  OUR NET SALES AND OPERATING INCOME COULD DECLINE SIGNIFICANTLY IF ANY
  TERRORIST ATTACK OR OTHER CONFLICT OCCURS.

     If a terrorist attack or other conflict occurs, attendance or the number of
events at our clients' facilities may decrease and, as a result, our net sales
and operating income may significantly decline and our business may be
significantly harmed. The events of September 11, 2001 had a significant
negative impact on the attendance at sports facilities and convention centers we
serve. We estimate that the impact of September 11, 2001 reduced our
consolidated net sales by approximately 2% and our operating income by
approximately 8% in fiscal 2001 from the level we would have expected absent
those conditions.

     The national and global responses to terrorist attacks, many of which
responses are still being formulated, including a possible war with Iraq and
other recent military, diplomatic and financial responses, and any possible
reprisals as a consequence of those actions, may materially adversely affect us
in ways we cannot predict at this time. In particular, a terrorist attack on a
large sports facility which we serve would have a significant negative impact on
our business, and a terrorist attack on any large sports facility could have a
material adverse effect on our business, even if we do not serve that facility.

  WE MAY NOT BE ABLE TO OBTAIN INSURANCE, OR OBTAIN INSURANCE ON COMMERCIALLY
  ACCEPTABLE TERMS, WHICH COULD RESULT IN A MATERIAL ADVERSE EFFECT ON OUR
  FINANCIAL CONDITION, RESULTS OF OPERATIONS OR LIQUIDITY.

     If we fail to obtain insurance on commercially acceptable terms or at all,
we may become subject to significant liabilities which could cause a significant
decline in our operating income. In addition, depending on the insurance
available in the market, we could be in default under a number of our contracts
which could cause those contracts to be terminated. Termination of those
contracts could cause a significant decline in our net sales and our operating
income.

     The events of September 11, 2001 have caused a significant increase in our
insurance costs in connection with the recreational facilities where we provide
services. In addition, there is a current trend

                                        24
towards higher rates in the insurance market. These costs may continue to
increase significantly in the future.

RISKS RELATING TO THE IDSS, OUR SUBORDINATED NOTES AND THE SHARES OF OUR COMMON
STOCK

  WE HAVE SUBSTANTIAL INDEBTEDNESS, WHICH COULD RESTRICT OUR ABILITY TO PAY
  INTEREST AND PRINCIPAL ON THE SUBORDINATED NOTES AND TO PAY DIVIDENDS WITH
  RESPECT TO SHARES OF OUR COMMON STOCK UNDERLYING THE IDSS.

     Our ability to make distributions, pay dividends or make other payments
will be subject to applicable law and contractual restrictions contained in the
instruments governing any indebtedness of ours and our subsidiaries, including
the new credit facility. The degree to which we are leveraged on a consolidated
basis could have important consequences to the holders of the IDSS, including:

     - our ability in the future to obtain additional financing for working
       capital, capital expenditures or acquisitions may be limited;

     - we may not be able to refinance our indebtedness on terms acceptable to
       us or at all;

     - a significant portion of our cash flow from operations is likely to be
       dedicated to the payment of the principal of and interest on our
       indebtedness, thereby reducing funds available for future operations,
       capital expenditures and/or dividends on our common stock; and

     - we may be more vulnerable to economic downturns and be limited in our
       ability to withstand competitive pressures.

     The indenture governing the subordinated notes underlying the IDSS does not
limit our ability to issue additional subordinated notes underlying IDSS or
additional subordinated indebtedness evidenced by a different series of notes in
connection with the issuance of the appropriate number of shares of our common
stock.

  WE ARE SUBJECT TO RESTRICTIVE DEBT COVENANTS THAT LIMIT OUR BUSINESS
  FLEXIBILITY BY IMPOSING OPERATING AND FINANCIAL RESTRICTIONS ON OUR
  OPERATIONS.

     The agreements governing our indebtedness impose significant operating and
financial restrictions on us. These restrictions prohibit or limit, among other
things:

     - the incurrence of additional indebtedness and the issuance of preferred
       stock and certain redeemable capital stock;

     - the payment of dividends on, and purchase or redemption of, capital
       stock;

     - a number of other restricted payments, including investments;

     - specified sales of assets:

     - specified transactions with affiliates;

     - the creation of a number of liens; and

     - consolidations, mergers and transfers of all or substantially all of our
       assets.

     The terms of the new credit facility include other and more restrictive
covenants and prohibit us from prepaying our other indebtedness, including the
subordinated notes, while indebtedness under the new credit facility is
outstanding. The new credit facility also requires us to maintain specified
financial ratios and satisfy financial condition tests, including, without
limitation, the following: a maximum net leverage ratio, a minimum fixed charge
coverage ratio and a total debt to book capitalization ratio.

     Our ability to comply with the ratios or tests may be affected by events
beyond our control, including prevailing economic, financial and industry
conditions. A breach of any of these covenants, ratios or tests could result in
a default under the new credit facility and/or the indenture. Certain events of
default under

                                        25
the new credit facility would prohibit us from making payments on the
subordinated notes, including payment of interest when due. In addition, upon
the occurrence of an event of default under the new credit facility, the lenders
could elect to declare all amounts outstanding under the new credit facility,
together with accrued interest, to be immediately due and payable. If we were
unable to repay those amounts, the lenders could proceed against the security
granted to them to secure that indebtedness. If the lenders accelerate the
payment of the indebtedness, our assets may not be sufficient to repay in full
this indebtedness and our other indebtedness, including the subordinated notes.

  WE ARE A HOLDING COMPANY AND RELY ON DIVIDENDS, INTEREST AND OTHER PAYMENTS,
  ADVANCES AND TRANSFERS OF FUNDS FROM OUR SUBSIDIARIES TO MEET OUR DEBT SERVICE
  AND OTHER OBLIGATIONS.

     We are a holding company and conduct all of our operations through our
subsidiaries and currently have no significant assets other than the capital
stock of VSA, which will be pledged to the creditors under the new credit
facility. As a result, we will rely on dividends and other payments or
distributions from our subsidiaries to meet our debt service obligations and
enable us to pay dividends. The ability of our subsidiaries to pay dividends or
make other payments or distributions to us will depend on their respective
operating results and may be restricted by, among other things, the laws of
their jurisdiction of organization (which may limit the amount of funds
available for the payment of dividends), agreements of those subsidiaries, the
terms of the new credit facility and the covenants of any future outstanding
indebtedness we or our subsidiaries incur.

  YOU MAY NOT RECEIVE THE LEVEL OF DIVIDENDS PROVIDED FOR IN OUR EXISTING
  DIVIDEND POLICY OR ANY DIVIDENDS AT ALL.

     Our board of directors may, in its discretion, amend or repeal our existing
dividend policy. Future dividends with respect to shares of our capital stock,
if any, will depend on, among other things, our results of operations, cash
requirements, financial condition, contractual restrictions, business
opportunities, provisions of applicable law and other factors that our board of
directors may deem relevant. Our board of directors may decrease the level of
dividends provided for in our existing dividend policy or entirely discontinue
the payment of dividends. The new credit facility contains significant
restrictions on our ability to make dividend payments.

     In addition, if the subordinated notes were treated as equity rather than
debt for U.S. federal income tax purposes, then the stated interest on the
subordinated notes could be treated as a dividend, and interest on the
subordinated notes would not be deductible by us for U.S. federal income tax
purposes. Our inability to deduct interest on the subordinated notes could
materially increase our taxable income and, thus, our U.S. federal and
applicable state income tax liability. This would reduce our after-tax income
available for interest and dividend payments and could significantly reduce our
future cash flow.

  YOU WILL BE IMMEDIATELY DILUTED BY $     PER SHARE OF COMMON STOCK IF YOU
  PURCHASE IDSS IN THIS OFFERING.

     If you purchase IDSS in this offering, you will experience an immediate
dilution of $     per share of common stock underlying the IDSS which exceeds
the entire price allocated to each share of common stock underlying IDSS in this
offering because there will be a net tangible book deficit for each share of
common stock outstanding immediately after this offering. Our net tangible book
deficit as of October 1, 2002, after giving effect to this offering, was
approximately $  million, or $     per share of common stock. As a result of
this deficit, the face amount of subordinated notes will exceed the net book
value of available assets by $       per $1,000 face amount of subordinated
notes.

  OUR INTEREST EXPENSE MAY INCREASE SIGNIFICANTLY AND COULD CAUSE OUR NET INCOME
  AND DISTRIBUTABLE CASH TO DECLINE SIGNIFICANTLY.

     The new credit facility will be subject to periodic renewal or must
otherwise be refinanced. We may not be able to renew or refinance the new credit
facility, or if renewed or refinanced, the renewal or

                                        26
refinancing may occur on less favorable terms. The new credit facility's
revolving facility and 50% of its term facility are made available at a floating
rate of interest. In the event of an increase in the base reference interest
rates, our interest expense will increase and could have a material adverse
effect on our ability to make cash dividend payments to our stockholders. Our
ability to continue to expand our business will, to a large extent, be dependent
upon our ability to borrow funds under our new credit facility and to obtain
other third-party financing, including through the sale of IDSS or other
securities. We cannot assure you that such financing will be available to us on
favorable terms or at all. We do not believe that we will experience the levels
of growth we have achieved in the past.

  WE MAY NOT GENERATE SUFFICIENT FUNDS FROM OPERATIONS TO PAY OUR INDEBTEDNESS
  AT MATURITY OR UPON THE EXERCISE BY HOLDERS OF THEIR RIGHTS UPON A CHANGE OF
  CONTROL.

     A significant portion of our cash flow from operations will be dedicated to
maintaining our client base and servicing our debt requirements. In addition, we
currently expect to distribute a significant portion of any remaining cash
earnings to our stockholders in the form of monthly dividends. Moreover, prior
to the maturity of our subordinated notes, we will not be required to make any
payments of principal on our subordinated notes. We may not generate sufficient
funds from operations to repay the principal amount of our indebtedness at
maturity or in case you exercise your right to require us to purchase your notes
upon a change of control. We may therefore need to refinance our debt or raise
additional capital. These alternatives may not be available to us when needed or
on satisfactory terms due to prevailing market conditions, a decline in our
business or restrictions contained in our senior debt obligations.

  THE REALIZABLE VALUE OF OUR ASSETS UPON LIQUIDATION MAY BE INSUFFICIENT TO
  SATISFY CLAIMS.

     At October 1, 2002, our assets included intangible assets in the amount of
$174.7 million, representing approximately 61.1% of our total consolidated
assets and consisting primarily of contract rights. The value of these
intangible assets will continue to depend significantly upon the success of our
business as a going concern and the remaining terms of our contracts. Some of
our larger contracts contain change of control provisions, which may diminish
the realizable value of the contracts. As a result, in the event of a default on
our subordinated notes or any bankruptcy or dissolution of our company, the
realizable value of these assets may be substantially lower and may be
insufficient to satisfy the claims of our creditors.

  DEFERRAL OF INTEREST PAYMENTS WOULD HAVE ADVERSE TAX CONSEQUENCES FOR YOU AND
  MAY ADVERSELY AFFECT THE TRADING PRICE OF THE SUBORDINATED NOTES.

     If interest payments on the subordinated notes are deferred, you will be
required to recognize interest income for U.S. federal income tax purposes in
respect of interest payments on the subordinated notes represented by the IDSS
held by you before you receive any cash payment of this interest. In addition,
you will not receive this cash if you sell the IDSS or the subordinated notes
before the end of any deferral period or before the record date relating to
interest payments that are to be paid.

     If interest is deferred, the IDSS or the subordinated notes may trade at a
price that does not fully reflect the value of accrued but unpaid interest on
the subordinated notes. In addition, the existence of the requirement that we
defer payments of interest on the subordinated notes under certain circumstances
may mean that the market price for the IDSS or the subordinated notes may be
more volatile than other securities that do not have these restrictions.

  BECAUSE OF THE SUBORDINATED NATURE OF THE NOTES, HOLDERS OF OUR SUBORDINATED
  NOTES MAY NOT BE ENTITLED TO BE PAID IN FULL, IF AT ALL, IN A BANKRUPTCY,
  LIQUIDATION OR REORGANIZATION OR SIMILAR PROCEEDING.

     As a result of the subordinated nature of our notes and related guarantees,
upon any distribution to our creditors or the creditors of the subsidiary
guarantors in bankruptcy, liquidation or reorganization or similar proceeding
relating to us or the subsidiary guarantors or our or their property, the
holders of our senior indebtedness and senior indebtedness of the subsidiary
guarantors will be entitled to be paid in full

                                        27
in cash before any payment may be made with respect to our subordinated notes or
the subsidiary guarantees.

     In addition, neither a holder of our subordinated notes nor the trustee may
accelerate the maturity of our subordinated notes or commence any enforcement
action relating to our subordinated notes without the prior written consent of
the holders of our senior indebtedness for a period of up to 179 days from the
date of the occurrence of an event of default with respect to our subordinated
notes.

     In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the subsidiary guarantors, holders of our
subordinated notes will participate with all other holders of unsecured
indebtedness of ours similarly subordinated in the assets remaining after we and
the subsidiary guarantors have paid all senior indebtedness. In any of these
cases, we and the subsidiary guarantors may not have sufficient funds to pay all
of our creditors, and holders of our subordinated notes may receive less,
ratably, than the holders of senior indebtedness.

     On a pro forma basis as of October 1, 2002, our subordinated notes would
have ranked junior to $          million of outstanding senior indebtedness on a
consolidated basis, all of which would have been secured, and the subsidiary
guarantees would have ranked pari passu with approximately $     million of
outstanding indebtedness of the subsidiary guarantors, including trade payables.
In addition, as of October 1, 2002, on a pro forma basis, VSA would have had the
ability to borrow up to an additional amount of $          million under the new
credit facility, which would have been senior in right of payment to our
subordinated notes.

  HOLDERS OF OUR SUBORDINATED NOTES WILL BE STRUCTURALLY SUBORDINATED TO THE
  DEBT OF OUR NON-GUARANTOR SUBSIDIARIES.

     Our present and future foreign subsidiaries and partially owned domestic
subsidiaries will not be guarantors of our subordinated notes. As a result, no
payments are required to be made to us from the assets of these subsidiaries.

     In the event of bankruptcy, liquidation or reorganization of any of the
non-guarantor subsidiaries, holders of their indebtedness, including their trade
creditors, would generally be entitled to payment of their claims from the
assets of those subsidiaries before any assets are made available for
distribution to you. As a result, our subordinated notes are effectively
subordinated to the indebtedness of the non-guarantor subsidiaries.

     For fiscal 2001 and the thirty-nine weeks ended October 1, 2002, our
non-guarantor subsidiaries had net sales of $24.4 million and $23.1 million,
EBITDA of $0.9 million and $0.9 million, assets of $7.1 million and $7.4 million
and liabilities of $9.4 million and $9.6 million, respectively.

  THE GUARANTEES OF THE SUBORDINATED NOTES BY OUR SUBSIDIARIES MAY NOT BE
  ENFORCEABLE.

     Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a guarantee could be voided, or claims in respect of a guarantee
could be subordinated to all other debt of the guarantor, if, among other
things, the guarantor, at the time that it assumed the guarantee:

     - issued the guarantee to delay, hinder or defraud present or future
       creditors; or

     - received less than reasonably equivalent value or fair consideration for
       issuing the guarantee and, at the time it issued the guarantee:

      - was insolvent or rendered insolvent by reason of issuing the guarantee
        and the application of the proceeds of the guarantee;

      - was engaged or about to engage in a business or a transaction for which
        the guarantor's remaining unencumbered assets constituted unreasonably
        small capital to carry on its business;

      - intended to incur, or believed that it would incur, debts beyond its
        ability to pay the debts as they mature; or

                                        28
- was a defendant in an action for money damages, or had a judgment for
        money damages docketed against it if, in either case, after final
        judgment, the judgment is unsatisfied.

     In addition, any payment by the guarantor under its guarantee could be
voided and required to be returned to the guarantor or to a fund for the benefit
of the creditors of the guarantor or the guarantee could be subordinated to
other debt of the guarantor.

     The measures of insolvency for the purposes of fraudulent transfer laws
vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a person would be
considered insolvent if, at the time it incurred the debt:

     - the present fair saleable value of its assets was less than the amount
       that would be required to pay its probable liability on its existing
       debts, including contingent liabilities, as they become absolute and
       mature; or

     - it could not pay its debts as they become due.

     We cannot be sure as to the standard that a court would use to determine
whether or not the subsidiary guarantors were solvent at the relevant time, or,
regardless of the standard that the court uses, that the issuance by them of the
subsidiary guarantees would not be voided or the subsidiary guarantees would not
be subordinated to the subsidiary guarantors' other debt.

     If such a case were to occur, the guarantee of our subordinated notes by
any subsidiary guarantor could be subject to the claim that, since the guarantee
was incurred for the benefit of VSAH, and only indirectly for the benefit of the
subsidiary guarantor, the obligations of the subsidiary guarantor were incurred
for less than fair consideration. A court could therefore void the obligations
of the subsidiary guarantor under the guarantee or subordinate these obligations
to the subsidiary guarantor's other debt or take action detrimental to holders
of the subordinated notes. If the guarantee of any subsidiary guarantor were
voided, our subordinated notes would be effectively subordinated to the
indebtedness of that subsidiary guarantor.

  SEASONALITY AND VARIABILITY OF OUR BUSINESSES MAY CAUSE VOLATILITY IN THE
  MARKET VALUE OF YOUR INVESTMENT AND MAY HINDER OUR ABILITY TO MAKE TIMELY
  DISTRIBUTIONS ON THE IDSS.

     Our business is seasonal in nature, and our net sales and operating results
vary significantly from quarter to quarter. This variability results from
several factors, including:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at facilities which we serve.

     Consequently, results of operations for any particular quarter may not be
indicative of results of operations for future periods, which makes it difficult
to forecast our results for an entire year. This variability may cause
volatility in the market price of the IDSS.

     In addition, the seasonality and variability of our business means that at
certain times of the year our cash receipts are significantly higher than at
other times. Given that we are required to make equal monthly interest payments
and expect to pay equal monthly dividends to IDSS holders throughout the year,
there is a risk that we will experience cash shortages, which could hinder our
ability to make timely distributions to IDSS holders. If we do not have
sufficient cash to pay all dividends contemplated by our dividend policy, we
will pay dividends at an annual rate of   % on the shares of our exchangeable
participating preferred stock in priority to any dividends on shares of our
common stock.

                                        29
THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND
  DISPOSITION OF IDSS ARE NOT ENTIRELY CLEAR.

     No statutory, judicial or administrative authority directly addresses the
treatment of the IDSS or instruments similar to the IDSS for U.S. federal income
tax purposes. As a result, the U.S. federal income tax consequences of the
purchase, ownership and disposition of IDSS are not entirely clear. We intend to
treat an IDSS as a unit consisting of shares of common stock and a subordinated
note. However, the Internal Revenue Service or the courts may take the position
that the subordinated notes are equity, which could adversely affect the amount,
timing and character of income, gain or loss in respect of your investment in
IDSS, materially increase our taxable income and, thus, our U.S. federal and
applicable state income tax liability, and, in the case of foreign holders,
could subject payments to such holders to withholding or estate taxes. Payments
to foreign holders would not be grossed-up for any such taxes. Additionally,
subsequent issuances of IDSS pursuant to an offering by us or upon the creation
of IDSS following an exercise of exchange rights by exchangeable participating
preferred stockholders may adversely affect your tax treatment. We intend to
take the position that subsequent issuances will not affect you, but you may be
required to recognize any gain (but not loss) on a portion of your subordinated
notes on such issuance. Additionally, you may be required to include original
issue discount in income over the remaining term of your subordinated note as a
result of such issuances. For these and additional tax related risks, see
"Material U.S. Federal Income Tax Considerations."

  BEFORE THIS OFFERING, THERE HAS NOT BEEN A PUBLIC MARKET FOR OUR IDSS OR
  SHARES OF OUR COMMON STOCK. THE PRICE OF THE IDSS MAY FLUCTUATE SUBSTANTIALLY,
  WHICH COULD NEGATIVELY AFFECT IDSS HOLDERS.

     Neither the IDSS nor the shares of our common stock has a public market
history. In addition, there has not been an active market in the United States
for securities similar to the IDSS. We cannot assure you that an active trading
market for the IDSS will develop in the future, and we currently do not expect
that an active trading market for the shares of our common stock will develop
until the subordinated notes mature. If the subordinated notes underlying your
IDSS mature or are redeemed or repurchased, you will then hold the underlying
shares of our common stock. We do not intend to list our subordinated notes on
any securities exchange.

     The initial public offering price of the IDSS will be determined by
negotiations among us, the existing investors and the representatives of the
underwriters and may not be indicative of the market price of the IDSS after the
offering. Factors such as quarterly variations in our financial results,
announcements by us or others, developments affecting us, our clients and our
suppliers, general interest rate levels and general market volatility could
cause the market price of the IDSS to fluctuate significantly.

  FUTURE SALES OR THE POSSIBILITY OF FUTURE SALES OF A SUBSTANTIAL AMOUNT OF
  IDSS, SHARES OF OUR COMMON STOCK OR OUR SUBORDINATED NOTES MAY DEPRESS THE
  PRICE OF THE IDSS.

     Future sales or the availability for sale of substantial amounts of IDSS or
shares of our common stock or a significant principal amount of our subordinated
notes in the public market could adversely affect the prevailing market price of
the IDSS and could impair our ability to raise capital through future sales of
our securities.

     The outstanding shares of our exchangeable participating preferred stock
and common stock will be owned by the existing investors. These existing
investors have registration rights with respect to the shares of common stock
they will own after this offering, the shares of common stock into which their
shares of exchangeable participating preferred stock may be exchanged and the
IDSS that could be created with the securities issued upon exchange or
conversion of these securities.

     We may issue shares of our common stock and subordinated notes, which may
be represented by IDSS, or other securities from time to time as consideration
for future acquisitions and investments. In the event any such acquisition or
investment is significant, the number of shares of our common stock and the
aggregate principal amount of subordinated notes, which may be represented by
IDSS, or the number or aggregate principal amount, as the case may be, of other
securities that we may issue may in turn be

                                        30
significant. In addition, we may also grant registration rights covering those
IDSS, shares of our common stock, subordinated notes or other securities in
connection with any such acquisitions and investments.

  OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS AND SEVERAL
  OTHER FACTORS COULD LIMIT ANOTHER PARTY'S ABILITY TO ACQUIRE US AND DEPRIVE
  OUR INVESTORS OF THE OPPORTUNITY TO OBTAIN A TAKEOVER PREMIUM FOR THEIR
  SECURITIES.

     A number of provisions in our amended and restated certificate of
incorporation and bylaws will make it difficult for another company to acquire
us and for you to receive any related takeover premium for your securities. For
example, our amended and restated certificate of incorporation provides that
stockholders generally may not act by written consent and only stockholders
representing at least 25% in voting power may call a special meeting. In
addition, our ability to merge or consolidate with any other person or, directly
or indirectly, sell all or substantially all our assets is subject to the
approval of a supermajority of our directors. Our certificate of incorporation
provides for a classified board of directors and authorizes the issuance of
preferred stock without stockholder approval and upon such terms as the board of
directors may determine. The rights of the holders of shares of our common stock
will be subject to, and may be adversely affected by, the rights of holders of
our exchangeable participating preferred stock and any other class or series of
preferred stock that may be issued in the future.

                                        31
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements under "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and elsewhere in this prospectus may include forward-looking
statements which reflect our current views with respect to future events and
financial performance. Statements which include the words "expect," "intend,"
"plan," "believe," "project," "anticipate," "will" and similar statements of a
future or forward-looking nature identify forward-looking statements for
purposes of the federal securities laws or otherwise.

     All forward-looking statements address matters that involve risks and
uncertainties. Accordingly, there are or will be important factors that could
cause actual results to differ materially from those indicated in these
statements. We believe that these factors include the following:

     - our high degree of leverage and significant debt service obligations;

     - our history of net losses;

     - the risk of decreases in the level of attendance at events held at the
       facilities at which we provide our services and the level of spending on
       the services that we provide at those events;

     - the risk of labor stoppages affecting sports teams at whose facilities we
       provide our services;

     - the risk of sports facilities at which we provide services losing their
       sports team tenants;

     - the risk that we may not be able to retain existing clients or obtain new
       clients;

     - the highly competitive nature of the recreational food service industry;

     - any future changes in management;

     - the risk of weaker economic conditions within the United States;

     - the risk of events similar to those of September 11, 2001 or conflicts,
       including a conflict with Iraq;

     - general risks associated with the food service industry;

     - any future changes in government regulation; and

     - any changes in local government policies and practices regarding facility
       construction, taxes and financing.

     We undertake no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise.

                                        32
USE OF PROCEEDS

     We estimate that we will receive net proceeds from this offering of
approximately $     million after deducting underwriting discounts and
commissions and other estimated offering expenses payable by us. We will use
$          million of net proceeds from this offering and borrowings under the
new credit facility to redeem   % of the shares of our common stock held by the
existing investors before this offering. We will use $          million of net
proceeds from this offering and borrowings under the new credit facility to make
a capital contribution to VSA. VSA will use those funds to repay outstanding
borrowings under the old credit facility and purchase VSA's senior subordinated
notes that are validly tendered and not withdrawn in the tender offer and
consent solicitation. If the underwriters exercise their over-allotment option
in full, we will use all the proceeds we receive from the sale of additional
IDSS under this over-allotment option to redeem the existing investors'
remaining interest in us. Certain members of management will have an aggregate
  % ownership interest in us after this offering.

     The table below sets forth our estimate of the sources and uses of funds
required to effect the foregoing. The estimated sources and uses are based on an
assumed closing date of           . Actual amounts will vary from the amounts
shown below.
SOURCES
-------                            (IN MILLIONS)
New credit facility
  Term facility..................    $
  Revolving facility.............    $
IDSS offered hereby..............    $
Cash.............................    $
                                     --------
     Total sources of funds
       without exercise of the
       over-allotment option.....    $
                                     ========
Exercise in full of the
  over-allotment option..........    $
                                     --------
     Total sources of funds
       assuming exercise of the
       over-allotment option in
       full......................    $
                                     ========
USES
----                               (IN MILLIONS)
Proceeds to existing investors...    $
Repayment of old credit
  facility.......................    $
Purchase of VSA senior
  subordinated notes.............    $
Fees and expenses................    $
                                     --------
     Total uses of funds without
       exercise of the
       over-allotment option.....    $
                                     ========
Additional proceeds to existing
  investors assuming exercise in
  full of the over-allotment
  option.........................    $
                                     --------
     Total uses of funds assuming
       exercise of the
       over-allotment option in
       full......................    $
                                     ========
Borrowings under the old revolving credit facility bear interest at a
variable rate, at our option, of either the U.S. Base Rate plus 200 points or
LIBOR plus 300 points and become due and payable on December 3, 2004. Borrowings
under the tranche B loan under the old credit facility bear interest at a
variable rate, at our option, of either the U.S. Base Rate plus 275 points or
LIBOR plus 375 points and become due and payable on December 3, 2006. VSA's
senior subordinated notes bear interest at 11 1/4% per annum and become due and
payable on March 1, 2009.

                                        33
DIVIDEND POLICY

     Upon completion of this offering, our board of directors will adopt a
dividend policy pursuant to which, in the event and to the extent we have any
available cash for distribution to the holders of shares of our common stock as
of the end of any calendar month, and subject to applicable law and the new
credit facility and the terms of our other then outstanding indebtedness, our
board of directors will declare cash dividends per share on our common stock
equal to $     , subject to adjustment. We will pay those dividends on or about
the   th day of the subsequent month.

     If we have any remaining cash after the payment of dividends as
contemplated above, our board of directors will, in its sole discretion, decide
to use that cash to fund growth capital expenditures or acquisitions, repay
indebtedness, pay additional dividends or for general corporate purposes. The
indenture governing our subordinated notes restricts our ability to declare and
pay dividends on our common stock, as follows:

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is higher than the fiscal 2002 level, the maximum
       aggregate amount of dividends per share we may pay in such month may not
       exceed $       by more than 1/12 of 90% of such difference per share.

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is lower than the fiscal 2002 level by more than 2%,
       but by a percentage less than or equal to 20%, the maximum aggregate
       amount of dividends per share we may pay in such month may not exceed
       $       minus 1/12 of the amount of such difference per share, excluding
       the initial 2%.

     - In the event our Adjusted EBITDA per share for the 12 month period ended
       at the end of the month immediately prior to the month for which
       dividends are paid is lower than the fiscal 2002 level by more than 20%,
       no dividends will be payable in such month.

     Our board of directors may, in its discretion, amend or repeal our dividend
policy. Future dividends with respect to shares of our capital stock, if any,
will depend on, among other things, our results of operations, cash
requirements, financial condition, contractual restrictions, provisions of
applicable law and other factors that our board of directors may deem relevant.
Under Delaware law, our board of directors may declare dividends only to the
extent of our "surplus" (which is defined as total assets at fair market value
minus total liabilities, minus statutory capital), or if there is no surplus,
out of our net profits for the then current and/or immediately preceding fiscal
years. Our board of directors may decrease the level of dividends provided for
in our existing dividend policy or discontinue entirely the payment of
dividends.

     Holders of outstanding shares of our exchangeable participating preferred
stock will receive monthly cumulative cash dividends per share equal to $
(  % of the $     liquidation preference per share divided by 12) in priority to
dividends on shares of our common stock. In addition, holders of shares of our
exchangeable participating preferred stock will be entitled to participate in
any dividends on the shares of our common stock on an "as if exchanged" basis,
and those dividends will rank equal to any dividends on the outstanding shares
of our common stock. We will have no outstanding shares of exchangeable
participating preferred stock if the underwriters exercise their over-allotment
option in full.

     We have not paid dividends in the past.

                                        34
CAPITALIZATION

     The following table sets forth our cash and cash equivalents and
capitalization as of October 1, 2002:

     - on an actual basis; and

     - on a pro forma as adjusted basis as if this offering, including the use
       of proceeds from this offering, our recapitalization and the tender offer
       and consent solicitation had occurred on that date and VSA had entered
       into the new credit facility on that date. For purposes of this
       presentation, we have assumed that all of VSA's senior subordinated notes
       are purchased in the tender offer and consent solicitation for an
       aggregate consideration of $     million.
AS OF OCTOBER 1, 2002
                                                      ------------------------------------
                                                                                PRO FORMA
                                                       ACTUAL    ADJUSTMENTS   AS ADJUSTED
                                                      --------   -----------   -----------
                                                                 (IN THOUSANDS)
Cash and cash equivalents...........................  $ 10,460
                                                      ========                  ========
Long-term debt, including current portion
  Current maturities of long-term debt..............  $  1,150                  $
  Old credit facility...............................   109,538                        --
  New credit facility...............................        --
  11 1/4% senior subordinated notes of VSA(1).......   100,000                        --
    % subordinated notes............................        --
                                                      --------
          Total long-term debt......................   210,688
                                                                                --------
% Exchangeable participating preferred
stock -- authorized:          shares; issued:
         shares.....................................        --
Stockholders' deficiency
  Common stock, $0.01 par value per
     share -- authorized: 1,000 shares; issued: 526
     shares; outstanding: 332 shares................        --                        --
  Additional paid-in capital........................  $ 67,330
  Accumulated deficit...............................   (19,308)
  Accumulated other comprehensive loss..............      (464)
  Treasury stock(2).................................   (49,500)
  Loans to related parties..........................    (1,079)
                                                      --------                  --------
  Total stockholders' deficiency....................    (3,021)
                                                      --------                  --------
     Total capitalization...........................  $207,667
                                                      ========                  ========
---------------

(1) Assumes the purchase of all VSA's senior subordinated notes in the tender
    offer and consent solicitation for aggregate consideration of $     million.

(2) The actual column represents 194 shares at cost.

                                        35
DILUTION

     Dilution is the amount by which the portion of the offering price paid by
the purchasers of the IDSS to be sold in the offering allocated to our shares of
common stock underlying the IDSS exceeds the net tangible book value or
deficiency per share of our common stock after the offering. Net tangible book
value or deficiency per share of our common stock is determined at any date by
subtracting our total liabilities from the total book value of our tangible
assets and dividing the difference by the number of shares of common stock
deemed to be outstanding at that date.

     Our net tangible book deficiency as of October 1, 2002 was approximately
$     million, or $     per share of common stock. After giving effect to our
receipt and intended use of approximately $     million of estimated net
proceeds (after deducting estimated underwriting discounts and commissions and
offering expenses) from our sale of           IDSS in this offering, our pro
forma as adjusted net tangible book deficiency as of October 1, 2002 would have
been approximately $     million, or $     per share of common stock. This
represents an immediate increase in net tangible book value of $     per share
of our common stock to existing stockholders and an immediate dilution of $
per share of our common stock to new investors purchasing IDSS in this offering.
As a result of this deficiency, the face amount of subordinated notes will
exceed the net book value of available assets by $     per $1,000 face amount of
subordinated notes.

     The following table illustrates this substantial and immediate dilution to
new investors:
PER SHARE OF
                                                              COMMON STOCK
                                                              ------------
Assumed initial public offering price of underlying common
  stock.....................................................    $
  Net tangible book deficiency per share before this
     offering...............................................
  Increase per share attributable to cash payments made by
     investors in this offering.............................
                                                                --------
  Decrease per share attributable to issuance of underlying
     subordinated notes.....................................
Pro forma as adjusted net tangible book value after this
  offering..................................................    $
                                                                --------
Dilution in net tangible book value per share to new
  investors.................................................    $
                                                                ========
The following table summarizes on a pro forma basis as of October 1, 2002:

     - the total number of shares of our common stock underlying the IDSS to be
       sold in this offering;

     - the total consideration paid to us, before deducting the estimated
       underwriting discounts and commissions and offering expenses payable by
       us in connection with the offering; and

     - the average price per share of common stock paid by existing stockholders
       and by new investors purchasing IDSS in this offering:
SHARES OF COMMON                           AVERAGE PRICE
                                    STOCK PURCHASED    TOTAL CONSIDERATION    PER SHARE OF
                                   -----------------   --------------------      COMMON
                                   NUMBER    PERCENT    AMOUNT     PERCENT        STOCK
                                   -------   -------   ---------   --------   -------------
Existing stockholders............
Investors in this offering
  purchasing shares of common
  stock underlying IDSS offered
  by us..........................
                                   -------   -------   --------    -------
          Total..................
                                   =======   =======   ========    =======
36
SELECTED HISTORICAL FINANCIAL INFORMATION

     The following table sets forth our selected consolidated financial
information derived from our audited consolidated financial statements for the
fiscal years ended December 30, 1997, December 29, 1998, December 28, 1999,
January 2, 2001 and January 1, 2002, of which the financial statements for the
three fiscal years ended January 1, 2002 are included in this prospectus. The
following table also sets forth our selected historical financial information
derived from our unaudited consolidated financial statements for the thirty-nine
weeks ended October 1, 2002 and October 2, 2001, which are also included in this
prospectus.

     The information in the table below should be read in conjunction with our
audited consolidated financial statements and the related notes, our unaudited
consolidated financial statements and the related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
figures for interim periods shown below are not necessarily indicative of
results for the applicable full fiscal year.
THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS
  DATA:
Net sales................  $    196.0   $     283.4   $     431.5   $     522.5   $     543.1   $    449.4    $  418.4
Cost of sales............       157.0         222.5         342.5         424.2         446.6        365.5       342.5
Selling, general and
  administrative.........        18.9          29.5          42.7          47.9          48.1         42.6        35.8
Depreciation and
  amortization...........        12.9          18.2          26.8          26.3          24.5         19.0        18.2
Transaction related
  expenses...............          --           3.1           1.5           1.1            --           --          --
Contract related
  losses.................         2.5           1.4           1.4           2.5           4.8          0.7         4.1
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Operating income.........         4.8           8.7          16.5          20.6          19.2         21.5        17.9
  Interest expense.......         7.9          11.3          23.0          26.6          23.4         15.7        18.1
  Other income, net......        (0.3)         (0.4)         (0.5)         (0.5)         (0.2)        (1.4)       (0.2)
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Income (loss) before
  income taxes...........        (2.8)         (2.2)         (6.1)         (5.5)         (4.0)         7.3        (0.1)
Income tax provision
  (benefit)..............         0.3           1.5          (1.5)         (1.3)         (0.4)         0.6          --
Income (loss) before
  extraordinary item and
  cumulative effect of
  change in accounting
  principle..............        (3.1)         (3.7)         (4.5)         (4.2)         (3.6)         6.8        (0.1)
Extraordinary loss on
  debt extinguishment,
  net of taxes(2)........          --          (1.5)         (0.9)           --            --           --          --
Cumulative effect of
  change in accounting
  principle, net of
  taxes(3)...............          --            --          (0.2)           --            --           --          --
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Net income (loss)(4).....        (3.1)         (5.2)         (5.6)         (4.2)         (3.6)         6.8        (0.1)
Other comprehensive
  loss -- foreign
  translation
  adjustment.............          --          (0.1)         (0.1)         (0.1)         (0.2)          --        (0.2)
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Comprehensive income
  (loss).................  $     (3.1)  $      (5.3)  $      (5.8)  $      (4.3)  $      (3.8)  $      6.8    $   (0.3)
                           ==========   ===========   ===========   ===========   ===========   ==========    ========
37
THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
PER SHARE DATA:
Income (loss) before
  extraordinary item and
  cumulative effect of
  change in accounting
  principle, net of
  taxes:
  Basic..................  $(9,661.00)  $ (8,807.23)  $(12,220.03)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
  Diluted................  $(9,661.00)  $ (8,807.23)  $(12,220.03)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
Net income (loss) per
  share:
  Basic..................  $(9,661.00)  $(12,340.32)  $(15,273.67)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
  Diluted................  $(9,661.00)  $(12,340.32)  $(15,273.67)  $(12,708.54)  $(10,844.55)  $20,344.40    $(234.90)
CASH FLOW DATA:
Net cash provided by
  operating activities...  $     15.3   $       2.5   $      16.1   $      22.7   $      24.7   $     48.0    $   26.1
Net cash used in
  investing activities...  $    (31.0)  $      (5.3)  $     (25.4)  $     (12.9)  $     (29.3)  $    (41.1)   $  (22.5)
Net cash provided by
  (used in) financing
  activities.............  $     15.9   $       6.3   $      12.8   $      (7.3)  $       5.0   $    (11.5)   $   (1.3)
OTHER DATA:
Income (loss) before
  income taxes...........  $     (2.8)  $      (2.2)  $      (6.1)  $      (5.5)  $      (4.0)  $      7.3    $   (0.1)
Adjustments:
  Interest expense.......         7.9          11.3          23.0          26.6          23.4         15.7        18.1
  Depreciation and
    amortization.........        12.9          18.2          26.8          26.3          24.5         19.0        18.2
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
EBITDA(5)................  $     18.0   $      27.3   $      43.7   $      47.4   $      43.9   $     42.0    $   36.2
Adjustments:(6)
  Transaction related
    expenses.............          --           3.1           1.5           1.1            --           --          --
  Contract related
    losses...............         2.5           1.4           1.4           2.5           4.8          0.7         4.1
  Non-cash
    compensation.........          --            --            --           0.3           0.1          0.5         0.1
  Management fees paid to
    affiliates of
    Blackstone and GE
    Capital..............         0.3           0.3           0.4           0.4           0.4          0.3         0.3
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Adjusted EBITDA(5).......  $     20.8   $      32.1   $      47.1   $      51.7   $      49.2   $     43.5    $   40.7
Unusual item included in
  Adjusted EBITDA:
  Return of bankruptcy
    funds to Service
    America..............          --            --            --            --            --          1.4          --
Maintenance capital
  expenditures(7)........  $      5.3   $       4.6   $       4.9   $       8.3   $      12.7   $     29.6    $   11.1
Growth capital
  expenditures(7)........        32.3          14.2          21.4           5.6          16.7   $     13.9    $   11.5
                           ----------   -----------   -----------   -----------   -----------   ----------    --------
Aggregate capital
  expenditures(7)........  $     37.6   $      18.8   $      26.3   $      13.9   $      29.4   $     43.5    $   22.6
38
THIRTY-NINE
                                                                                                      WEEKS ENDED
                                                       FISCAL(1)                                -----------------------
                           ------------------------------------------------------------------   OCTOBER 1,   OCTOBER 2,
                              1997         1998          1999          2000          2001          2002         2001
                           ----------   -----------   -----------   -----------   -----------   ----------   ----------
                                                       (IN MILLIONS, EXCEPT PER SHARE DATA)
Ratio of earnings to
  fixed charges(8).......          --            --            --            --            --         1.45          --
Deficiency in the
  coverage of earnings to
  fixed charges(8).......  $     (2.8)  $      (2.2)  $      (6.1)  $      (5.5)  $      (4.0)          --    $   (0.1)
Ratio of Adjusted EBITDA
  to fixed charges(9)....        2.75          2.98          2.19          2.06          2.24         2.98        2.39
DECEMBER 30,   DECEMBER 29,   DECEMBER 28,   JANUARY 2,   JANUARY 1,   OCTOBER 2,   OCTOBER 1,
                               1997           1998           1999          2001         2002         2001         2002
                           ------------   ------------   ------------   ----------   ----------   ----------   ----------
                                                                   (IN MILLIONS)
BALANCE SHEET DATA:
Total assets.............     $137.8         $269.5         $278.6        $265.7       $265.9       $274.5       $285.9
Long-term debt (including
  current portion).......     $ 79.0         $161.3         $224.0        $219.1       $224.6       $216.1       $210.7
---------------

(1) We have adopted a 52-53 week period ending on the Tuesday closest to
    December 31 as our fiscal year. The 1997, 1998, 1999 and 2001 fiscal years
    consisted of 52 weeks, and the 2000 fiscal year consisted of 53 weeks.

(2) For fiscal 1998, a $1.5 million extraordinary loss on debt extinguishment,
    net of taxes resulted from refinancing our secured credit facility; for
    fiscal 1999, $0.9 million extraordinary loss on debt extinguishment resulted
    from the early retirement of a portion of the secured credit facility, net
    of taxes.

(3) For fiscal 1999, we adopted the provisions of the American Institute of
    Certified Public Accountants Statement of Position 98-5, Reporting on the
    Costs of Start-up Activities, which requires that costs of start-up
    activities be expensed as incurred. As a result, we recorded a charge of
    $0.2 million reflecting the cumulative effect of a change in accounting
    principle, net of taxes.

(4) In accordance with Statement of Financial Accounting Standards No. 142, or
    SFAS 142, effective January 2, 2002, we discontinued the amortization of
    goodwill and trademarks and identified intangible assets which we believe
    have indefinite lives. Adjusted net income (loss) to give effect to SFAS 142
    would have been $(2.4) million for fiscal 1997, $(3.9) million for fiscal
    1998, $(3.1) million for fiscal 1999, $(1.8) million for fiscal 2000, $(1.1)
    million for fiscal 2001 and $1.8 million for the thirty-nine weeks ended
    October 2, 2001.

(5) EBITDA and Adjusted EBITDA are not intended to represent cash flows from
    operations as determined by generally accepted accounting principles and
    should not be used as alternatives to income (loss) before taxes or net
    income as indicators of operating performance or to cash flows as measures
    of liquidity. Our measures of EBITDA and Adjusted EBITDA may not be
    comparable to similarly titled measures used by other companies due to
    differences in methods of calculation.

    We believe that EBITDA and Adjusted EBITDA best reflect the cash returned on
    our investment in capital expenditures under our contracts. In addition, we
    believe that the inclusion of supplementary adjustments to EBITDA applied in
    presenting Adjusted EBITDA is appropriate to provide additional information
    to investors about non-cash and certain non-recurring items and because
    covenants in the indenture governing our subordinated notes contain ratios
    based on that measure. For example, our ability to incur additional debt and
    make restricted payments requires an Adjusted EBITDA to fixed charges ratio
    of 2.0 to 1.0, except that we may incur certain debt and make certain
    restricted payments without regard to the ratio, including our ability to
    incur an unlimited amount of indebtedness in connection with the issuance of
    shares of our common stock so long as the ratio of the aggregate principal
    amount of the additional debt securities over the number of the additional
    shares of our common stock will not exceed the equivalent ratio underlying
    the then existing IDSS.

                                        39
On a pro forma basis, for the four quarters ended October 1, 2002, our
    Adjusted EBITDA to fixed charges ratio under the indenture would have been
         to      . We have also disclosed additional information about certain
    additional cash items that are not related to our core operations that we do
    not expect to continue in the future. Adjusted EBITDA is determined in the
    indenture governing our subordinated notes as income (loss) before income
    taxes, plus interest expense, depreciation and amortization expense,
    transaction related expenses, contract related losses, other non-cash
    charges, and the annual management fee paid to the existing investors, less
    any non-cash credits.

(6) Explanations of the adjustments are listed below:

     Transaction related expenses include:

     - for fiscal 1998, $3.1 million of cash severance expenses paid to former
       employees and other expenses incurred in connection with the elimination
       of redundant personnel and office functions resulting from the business
       combination of Volume Services and Service America;

     - for fiscal 1999, $1.5 million of cash expenses related to the elimination
       of redundant office functions of the Service America corporate office in
       connection with the business combination of Volume Services and Service
       America; and

     - for fiscal 2000, $1.1 million of cash strategic corporate costs
       consisting of accounting and legal expenses resulted from merger and
       acquisition activity unrelated to our on-going operations;

- Contract related losses include:

     - for fiscal 1997, a $2.5 million non-cash charge related to the write-down
       to net realizable value of a contract that was terminated by mutual
       agreement;

     - for fiscal 1998, $1.4 million of non-cash charges related to the
       write-down to net realizable value of a contract that was terminated;

     - for fiscal 1999, $1.4 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets;

     - for fiscal 2000, $1.5 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets, $0.7 million related to
       the write-off of assets related to litigation settlement and a
       non-recurring $0.3 million cash expense in related legal fees;

     - for fiscal 2001, $4.8 million of non-cash charges related to the
       write-down of impaired assets for certain contracts where the estimated
       future cash flows from the contract were insufficient to cover the
       carrying cost of the related long-lived assets;

     - for the thirty-nine week period ended October 1, 2002, $.7 million of
       non-cash charges related to the write-down of impaired assets for certain
       contracts where the estimated future cash flows from the contracts were
       insufficient to cover the carrying cost of the related long-lived assets,
       $0.5 million in non-cash compensation expense resulted from the change in
       estimated value of our company and $1.4 million in bankruptcy funds
       returned to Service America; and

     - for the thirty-nine week period ended October 2, 2001, $4.1 million of
       non-cash charges related to the write-down of impaired assets for certain
       contracts where the estimated future cash flows from the contracts were
       insufficient to cover the carrying cost of the related long-lived assets
       and $0.1 million in non-cash compensation expense resulted from the
       change in estimated value of our company; and

                                        40
- Management fees paid to affiliates of Blackstone and General Electric Capital
  include:

     - for fiscal 1997, 1998, 1999, 2000, 2001, the thirty-nine week period
       ended October 1, 2002 and the thirty-nine week period ended October 2,
       2001, $0.3 million, $0.3 million, $0.4 million, $0.4 million, $0.4
       million, $0.3 million and $0.3 million, respectively, of monitoring fees.

(7) The sum of maintenance and growth capital expenditures equals the sum of
    contract rights acquired, net (purchase of contract rights) and the purchase
    of property and equipment, net for the relevant periods as displayed in the
    statement of cash flows, as follows:
THIRTY-NINE
                                                                           WEEKS ENDED
                                           FISCAL(1)                 -----------------------
                             -------------------------------------   OCTOBER 1,   OCTOBER 2,
                             1997    1998    1999    2000    2001       2002         2001
                             -----   -----   -----   -----   -----   ----------   ----------
                                                      (IN MILLIONS)
Aggregate capital
  expenditures.............  $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
Statement of cash flow
  data:
  Contract rights acquired,
     net (purchase of
     contract rights)......   11.6     6.2    15.9     7.5    21.3      35.9         16.4
  Purchase of property and
     equipment, net........   26.0    12.6    10.4     6.4     8.1       7.6          6.2
                             -----   -----   -----   -----   -----     -----        -----
                             $37.6   $18.8   $26.3   $13.9   $29.4     $43.5        $22.6
                             =====   =====   =====   =====   =====     =====        =====
Maintenance capital expenditures are capital expenditures made to secure
     renewals of our existing contracts and maintain these contracts following
     renewal. Growth capital expenditures are those made to secure new contracts
     and maintain these contracts during their initial term. Accordingly, growth
     capital expenditures in any given year consist of up-front capital
     investments in new contracts and additional committed investments in
     existing contracts that have never previously been renewed. We believe that
     the identification and separation of maintenance and growth capital
     expenditures are important factors in evaluating our financial results.
     While we strive to maintain our present level of EBITDA by securing
     renewals of our existing contracts, we cannot assure you that we will
     maintain our present level of EBITDA since we cannot predict the future
     financial requirements of our clients. Contracts may be renewed at
     significantly different commission rates and, thus, levels of EBITDA,
     depending on the clients' financial requirements at the time of renewal.
     See "Management's Discussion and Analysis of Financial Condition and
     Results of Operations -- Liquidity and Capital Resources."

(8) For purposes of determining the ratio of earnings to fixed charges, earnings
    are defined as income (loss) before income taxes, extraordinary item and
    cumulative effect of change in accounting principle plus fixed charges.
    Fixed charges include interest expense on all indebtedness, amortization of
    deferred financing costs and one-third of rental expense on operating leases
    representing that portion of rental expense deemed to be attributable to
    interest.

(9) For purposes of this ratio, fixed charges includes interest expense
    (excluding amortization of deferred financing fees) plus capitalized
    interest, the earned discount or yield with respect to the sale of
    receivables and cash dividends on preferred stock.

                                        41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

GENERAL

     Management's discussion and analysis is a review of our results of
operations and our liquidity and capital resources. The following discussion
should be read in conjunction with "Selected Historical Financial Information"
and the financial statements, including the related notes, appearing elsewhere
in this prospectus. The following data have been prepared in accordance with
GAAP.

CRITICAL ACCOUNTING POLICIES

     The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect reported amounts of
assets and liabilities, disclosure of contingent assets and liabilities at the
financial statement date and reported amounts of revenues and expenses,
including amounts that are susceptible to change. Our critical accounting
policies include accounting methods and estimates underlying such financial
statement preparation, as well as judgments around uncertainties affecting the
application of those policies. In applying critical accounting policies,
materially different amounts or results could be reported under different
conditions or using different assumptions. We believe that our critical
accounting policies, involving significant estimates, uncertainties and
susceptibility to change, include the following:

     - Recoverability of property and equipment, contract rights, cost in excess
       of net assets acquired (goodwill) and other intangible assets.  As of
       October 1, 2002, net property and equipment of $57.0 million and net
       contract rights of $103.8 million were recorded. In accordance with
       Statement of Financial Accounting Standards (SFAS) No. 144, we evaluate
       long-lived assets with definite lives for possible impairment when an
       event occurs which would require this evaluation. The impairment analysis
       is made at the contract level and evaluates the net property and
       equipment as well as the contract rights related to that contract. Events
       that would trigger an evaluation at the contract level include the loss
       of a tenant team, notice from the client indicating intent to terminate
       the contract, the bankruptcy of a client or discontinuation of a sports
       league, among others. As of October 1, 2002, net goodwill of $46.5
       million and other intangible assets (trademarks) of $17.0 million were
       recorded. In accordance with Statement of Financial Accounting Standards
       (SFAS) No. 142, we evaluate long-lived assets with indefinite lives for
       possible impairment when an event occurs that would require such
       evaluation, as well as at a minimum on an annual basis. On a consolidated
       basis, triggering events for this evaluation include the loss of a
       significant client, increase in cost structure that cannot be passed on
       to the customer or a major uninsured loss, among others.

      Upon the occurrence of a triggering event, management is required to
      estimate the impact of the event on our future cash flows. The
      undiscounted future cash flows are compared to the carrying value of the
      related long-lived assets. If the undiscounted future cash flows are lower
      than the carrying value, an impairment charge is recorded. The amount of
      the impairment is equal to the difference between the balance of the
      long-lived asset and the future discounted cash flows related to the asset
      (using a rate based on our incremental borrowing rate). As we base our
      estimates of undiscounted future cash flows on past operating performance,
      including anticipated labor and other cost increases, and prevailing
      market conditions, we cannot assure you that our estimates are achievable.
      Different conditions or assumptions, if significantly negative or
      unfavorable, could have a material adverse effect on the outcome of our
      evaluation and our financial condition or future results of operations.

     - Insurance.  We have a high deductible insurance program for general
       liability, auto liability and workers' compensation risk. We are required
       to estimate and accrue for the amount of losses that we expect to incur
       and will ultimately have to pay under the deductible during the policy
       year. These amounts are recorded in cost of sales and selling, general
       and administrative expenses on the

                                        42
statement of operations and accrued liabilities and long-term liabilities
       on the balance sheet. Our estimates consider a number of factors,
       including historical experience and actuarial assessment of the
       liabilities for reported claims and claims incurred but not reported.
       While we use outside parties to assist us in making these estimates, it
       is difficult to provide assurance that the actual amounts may not be
       materially different from what we have recorded. In addition we are
       self-insured for employee medical benefits and related liabilities. Our
       liabilities are based on historical trends and claims filed and are
       estimated for claims incurred but not reported. While the liabilities
       represent management's best estimate, actual results could differ
       significantly from those estimates.

     - Deferred income taxes.  We recognize deferred tax assets and liabilities
       based on the expected future tax consequences of temporary differences
       between the carrying amounts and the tax basis of assets and liabilities.
       Our primary deferred tax assets relate to net operating losses and credit
       carryovers. The realization of these deferred tax assets depends upon our
       ability to generate future income. If our results of operations are
       adversely affected, not all of our deferred tax assets, if any, may be
       realized.

SEASONALITY AND QUARTERLY RESULTS

     Our net sales and operating results have varied, and are expected to
continue to vary, from quarter to quarter (a quarter is comprised of thirteen or
fourteen weeks), as a result of factors which include:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at the facilities which we serve.

     Business at the principal types of facilities we serve is seasonal in
nature. MLB and minor league baseball related sales are concentrated in the
second and third quarters, the majority of NFL related activity occurs in the
fourth quarter and convention centers and arenas generally host fewer events
during the summer months. Results of operations for any particular quarter may
not be indicative of results of operations for future periods.

     Set forth below are comparative net sales by quarter for our first three
quarters of fiscal 2002 and four quarters of fiscal 2001 and 2000, as well as
operating income (loss) and net income (loss), on an actual and per share basis
(in thousands, except per share data):
2002
                                 -------------------------------------------------------------------------
                                                                BASIC AND
                                                            DILUTED OPERATING     NET        BASIC AND
                                              OPERATING       INCOME (LOSS)     INCOME    DILUTED EARNINGS
                                  SALES     INCOME (LOSS)       PER SHARE       (LOSS)    (LOSS) PER SHARE
                                 --------   -------------   -----------------   -------   ----------------
1st Quarter....................  $ 87,840      $(4,185)        $(12,605.42)     $(6,870)    $(20,691.49)
2nd Quarter....................  $166,421      $ 9,813         $ 29,557.23      $ 3,841     $ 11,569.60
3rd Quarter....................  $195,100      $15,892         $ 47,867.47      $ 9,783     $ 29,466.29
4th Quarter....................        --           --                  --           --              --
2001
                                --------------------------------------------------------------------------
                                                               BASIC AND
                                                           DILUTED OPERATING     NET         BASIC AND
                                             OPERATING       INCOME (LOSS)      INCOME    DILUTED EARNINGS
                                 SALES     INCOME (LOSS)       PER SHARE        (LOSS)    (LOSS) PER SHARE
                                --------   -------------   -----------------   --------   ----------------
1st Quarter...................  $ 83,194      $(4,107)        $(12,370.48)     $(10,631)    $(32,021.07)
2nd Quarter...................  $157,646      $ 8,117         $ 24,448.80      $  2,155     $  6,487.58
3rd Quarter...................  $177,559      $13,862         $ 41,753.01      $  8,399     $ 25,298.59
4th Quarter...................  $124,714      $ 1,283         $  3,864.46      $ (3,523)    $(10,609.65)
43
2000
                                      -----------------------------------------------------------------
                                                               BASIC AND
                                                                DILUTED
                                                 OPERATING     OPERATING       NET        BASIC AND
                                                  INCOME     INCOME (LOSS)   INCOME    DILUTED EARNINGS
                                       SALES      (LOSS)       PER SHARE     (LOSS)    (LOSS) PER SHARE
                                      --------   ---------   -------------   -------   ----------------
1st Quarter.........................  $ 80,120    $(1,164)    $(3,506.02)    $(7,842)    $(23,620.48)
2nd Quarter.........................  $143,637    $ 6,360     $19,156.63     $ 2,047     $  6,164.44
3rd Quarter.........................  $188,289    $14,934     $44,981.93     $ 6,184     $ 16,628.44
4th Quarter.........................  $110,487    $   454     $ 1,367.47     $(4,608)    $(13,880.94)
RESULTS OF OPERATIONS

  THIRTY-NINE WEEKS ENDED OCTOBER 1, 2002 COMPARED TO THIRTY-NINE WEEKS ENDED
  OCTOBER 2, 2001

     Net Sales.  Net sales of $449.4 million for the thirty-nine weeks ended
October 1, 2002 increased by $31.0 million (approximately 7%) from $418.4
million in the prior year period. Our results for the thirty-nine week period of
2001 were adversely impacted by the events of September 11, 2001 which are
estimated to have reduced net sales during the period by approximately 3%. The
postponement of NFL and MLB games had the most significant impact on our fiscal
2001 net sales. As of the thirty-nine week period ended October 1, 2002, nine
additional NFL games were played at our clients' facilities as compared to the
prior year period. Five of the games were played during the first thirteen weeks
of the period, including four games which were postponed due to the events of
September 11, 2001, and Super Bowl XXXVI, which was hosted by a venue we serve.
In the prior year period, two NFL playoff games were played at facilities we
serve. In the aggregate, net sales attributable to NFL activity were $8.0
million greater in the thirty-nine weeks ended October 1, 2002 as compared to
the prior year period. MLB games, including one playoff game, contributed $4.3
million to the increase primarily as a result of an increase in the number of
games played in the 2002 period due to the postponement of games in the prior
year period. In addition, newly acquired service contracts generated net sales
of $6.6 million and a successful summer music amphitheater season contributed an
increase in net sales of $2.5 million during the thirty-nine weeks ended October
1, 2002.

     Cost of Sales.  Cost of sales of $365.5 million for the thirty-nine weeks
ended October 1, 2002 increased by $23.0 million from $342.5 million for the
prior year period, due primarily to the increase in sales volume. Cost of sales
as a percentage of net sales decreased by approximately 0.5% from the prior year
period to 81%. This decrease was due mainly to efficiencies associated with
greater sales volume.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses of $42.6 million increased approximately 1% as a
percentage of net sales from the prior year period. The increase was primarily
the result of higher insurance costs due to dramatic price increases in the
insurance market post September 11, 2001, higher corporate overhead expenses
related to the addition of management positions and an increase in professional
fees.

     Depreciation and Amortization.  For the thirty-nine weeks ended October 1,
2002, depreciation and amortization was $19.0 million compared to $18.2 million
in the prior year period. The increase was principally attributable to higher
amortization expense related to investments for the renewal and/or acquisition
of certain contracts, partially offset by a decline in amortization as a result
of the discontinuation of goodwill and trademark amortization ($1.8 million) in
accordance with Statement of Financial Accounting Standards No. 142, or SFAS No.
142, Goodwill and Other Intangible Assets.

     Contract Related Losses.  Contract related losses in the thirty-nine weeks
ended October 1, 2002 of $0.7 million reflected an impairment charge related to
a write-down of contract rights. In the prior year period, contract related
losses reflected an impairment charge for equipment, leasehold improvements and
location rights in the amount of $1.8 million related to two of our clients
which filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code and
a receivable reserve of $2.3 million related to one of those clients.

                                        44
Operating Income.  Operating income increased approximately $3.6 million
from the prior year period due to the factors described above.

     Interest Expense.  Interest expense decreased by $2.4 million from the
prior year period due primarily to lower interest rates on our variable rate
debt.

     Other Income Net.  Service America received approximately $1.4 million
during the thirty-nine week period ended October 1, 2002 from funds previously
set aside to satisfy creditors pursuant to a plan of reorganization approved in
1993. Under the plan of reorganization, Service America was required to deposit
funds with a disbursing agent for the benefit of its creditors. Any funds which
remained unclaimed by its creditors after a period of two years from the date of
distribution were forfeited and all interest in those funds reverted back to
Service America. Counsel has advised that Service America has no obligation to
escheat those funds.

     Income Taxes.  We have evaluated the available evidence about future
taxable income and other possible sources of realization of deferred tax assets.
Income taxes for the thirty-nine weeks ended October 1, 2002 and October 2, 2001
were calculated using the projected effective tax rate for fiscal 2002 and 2001,
respectively, which in fiscal 2002 was impacted by the reversal of approximately
$0.8 million of valuation allowances on deferred tax assets and the utilization
of approximately $0.9 million of wage and tip credits.

  OUTLOOK

     The continuing weak economy has had an adverse impact on the levels of
attendance at some sports and many convention center facilities we serve and on
the levels of spending at those convention center facilities. Looking forward,
we expect economic conditions to continue to be a challenge to growth through at
least the first half of 2003.

     The events of September 11, 2001 have caused a significant increase in our
insurance costs in connection with the recreational facilities where we provide
services. We expect that future insurance premiums will continue to increase and
certain coverages, such as terrorist acts coverage, will no longer be available
or will be meaningfully reduced.

  FISCAL 2001 COMPARED TO FISCAL 2000

     Net Sales.  In fiscal 2001, net sales increased 3.9% or $20.6 million as
compared to fiscal 2000. The increase was primarily due to new accounts
(approximately 5%) and an increase in MLB related sales (approximately 2%). We
commenced operations at 17 new accounts during fiscal 2001 including one NFL
stadium and six minor league baseball facilities generating additional net sales
of $34.8 million. Partially offsetting this was the loss of $9.2 million in net
sales associated with the closure of several accounts. Our increase in MLB
related sales of $14.8 million was primarily driven by results at three accounts
where the tenant teams had highly successful seasons resulting in higher
attendance and per capita spending.

     The increases were, in part, offset by a decline in NFL related sales of
$6.5 million due primarily to four fewer post season NFL games in fiscal 2001
and the postponement of four NFL games until fiscal 2002 as a result of the
September 11, 2001 terrorist attacks. Additionally, at two of the NFL facilities
we service, non-NFL related sales declined by approximately $4.9 million as a
result of fewer concerts and other ancillary events. Sales at our convention
center accounts, which were adversely impacted by the general economic slowdown
and the events of September 11, 2001, declined $9.8 million. We estimate that
the impact of September 11, 2001 reduced our consolidated net sales
approximately 2% in fiscal 2001 from the level we would have expected absent
such conditions.

     Cost of Sales.  Cost of sales as a percentage of net sales increased 1%
from fiscal 2000. The primary components of the increase were higher commission
costs associated with an increase in sales at accounts with higher commission
rates and a change in the sales mix to products with higher commission
structures at certain accounts.

                                        45
Selling, General and Administrative Expenses.  Selling, general and
administrative expenses, as a percentage of net sales, declined less than 1.0%
as a result of effective cost controls.

     Depreciation and Amortization.  Depreciation and amortization declined $1.8
million from fiscal 2000. The decrease was primarily due to a decline in
amortization which was the result of the expiration of the initial contract term
of certain service contracts.

     Transaction Related Expenses.  Non-recurring strategic corporate costs of
$1.1 million were incurred during fiscal 2000. No such expenses were incurred in
2001.

     Contract Related Losses.  Contract related losses of $4.8 million for
fiscal 2001 reflected an impairment charge of $2.3 million for equipment,
leasehold improvements and location contracts with respect to certain contracts
which we intend to continue performing. Most of the $2.3 million impairment
charge related to two of our clients which filed for Chapter 11 bankruptcy.
Additionally, we wrote off $2.5 million of other assets primarily representing
long-term receivables related to one of those clients. We are currently still
operating at the location; however, our ability to continue to operate at this
account depends on the final outcome of contract negotiations and the bankruptcy
proceedings. We have approximately $600,000 in equipment and leasehold
improvements recorded for this location. We are unable to predict the ultimate
outcome or whether there will be additional losses related to this contract.
Contract related losses of $2.5 million in the prior year period included an
impairment charge of approximately $1.5 million relating to certain contracts
which we continue to perform and a $0.7 million charge for the write-off of a
client receivable and $0.3 million in related legal fees for a terminated
service contract.

     Operating Income.  Operating income declined by $1.4 million from fiscal
2000, primarily due to the factors discussed above. We estimate that the impact
of September 11, 2001, reduced our operating income approximately 8% in fiscal
2001 from the level we would have expected absent such conditions.

     Interest Expense.  Interest expense declined $3.1 million from fiscal 2000,
chiefly associated with lower interest rates on our adjustable rate debt.

  FISCAL 2000 COMPARED TO FISCAL 1999

     Net Sales.  Net sales increased 21.1% or $91.0 million from $431.5 million
in fiscal 1999 to $522.5 million in fiscal 2000. The increase was due primarily
to new service contracts which generated additional net sales of $50.2 million.
In addition, ten NFL games, six post-season playoff games and four 1999 regular
season games that occurred in January 2000 increased net sales by $12.0 million.
Of the remaining $28.8 million increase, $16.4 million was the result of an
increase in net sales at our convention center venues, due primarily to an
increase in corporate event bookings.

     Cost of Sales.  Cost of sales of $424.2 million in fiscal 2000 increased,
as a percentage of net sales, by 1.8% from fiscal 1999. The primary component of
the increase was higher commission costs associated with our new service
contracts.

     Selling, General and Administrative Expenses.  Selling, general and
administrative expenses of $47.9 million in fiscal 2000 decreased, as a
percentage of net sales, by 0.7%, from fiscal 1999. The decline was due
primarily to fixed expenses, including corporate and field support overhead
costs which showed no marked increase as a result of the higher net sales.

     Depreciation and Amortization.  Depreciation and amortization of $26.3
million for fiscal 2000 decreased by $0.5 million from the prior year period.

     Transaction Related Expenses.  Costs of $1.1 million incurred in fiscal
2000 consisted primarily of nonrecurring strategic corporate costs. For fiscal
1999, $1.5 million in expenses were incurred primarily relating to personnel
costs, rental costs and professional fees associated with the acquisition of
Service America in August 1998 and the subsequent downsizing of Service
America's headquarters in Stamford, CT.

                                        46
Contract Related Losses.  Contract related losses of $2.5 million in fiscal
2000 included an impairment charge of approximately $1.5 million relating to
property and equipment, contract rights and other assets associated with certain
contracts which we continue to service. Contract related losses also reflected a
$0.7 million charge for the write-off of assets related to a litigation
settlement involving a terminated contract and $0.3 million in related legal
fees.

     Operating Income.  Operating income increased by $4.1 million, from $16.5
million in fiscal 1999 to $20.6 million in fiscal 2000. The increase was
primarily due to the factors discussed above.

     Interest Expense.  Interest expense increased by $3.6 million in fiscal
2000, chiefly associated with approximately one additional month of interest
expense on VSA's $100.0 million senior subordinated notes, increased borrowings
on VSA's revolving line of credit and higher interest rates on adjustable rate
debt during fiscal 2000 as compared to fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

     For the thirty-nine weeks ended October 1, 2002, net cash provided by
operating activities was $48.0 million compared to net cash provided by
operating activities of $26.1 million in the prior year period. The $21.9
million increase from the prior year period was principally attributable to a
decrease of $7.1 million in net losses, mainly as a result of the $3.6 million
improvement in operating income, a $2.4 million decline in interest expense and
the recovery of $1.4 million in funds by Service America, as discussed above.
Additionally, our working capital decreased as compared to the prior year period
chiefly due to timing of payments to vendors and employees and higher accrued
commissions and other contractual obligations related to our MLB and NFL
clients.

     Net cash used in investing activities was $41.1 million in the thirty-nine
weeks ended October 1, 2002 compared to $22.5 million in the prior year period.
This primarily reflected a higher level of investment in contract rights and
property and equipment associated with renewals of existing contracts in the
current period.

     For the thirty-nine weeks ended October 1, 2002, net cash used in financing
activities was $11.5 million as compared to $1.3 million in the prior year
period. This primarily reflects a higher net repayment of funds borrowed under
our revolving credit facility.

     For fiscal 2001, net cash provided by operating activities was $24.7
million as compared to $22.7 million in fiscal 2000. The $2.0 million increase
was primarily due to lower interest costs and a decline in working capital
partially offset by a decrease in income from operations.

     Net cash used in investing activities was $29.3 million in fiscal 2001
compared to $12.9 million in the prior year period. The $16.4 million increase
in cash used in investing activities primarily reflected a higher level of
investment in contract rights and property and equipment associated with new
accounts in fiscal 2001.

     Net cash provided by financing activities was $5.0 million in fiscal 2001
as compared to $7.3 million used in financing activities in fiscal 2000. The
change primarily reflects net borrowings of $6.8 million under the old credit
facility used primarily to finance capital investments as compared to the $3.5
million in net repayments in fiscal 2000. Additionally, our bank overdraft
declined $0.5 million compared to $2.4 million in fiscal 2000.

     For fiscal 2000, net cash provided by operating activities was $22.7
million compared to $16.1 million in fiscal 1999. The $6.6 million increase was
primarily due to increased operating activities as a result of higher overall
sales mainly associated with our new service contracts.

     For fiscal 2000, net cash used in investing activities was $12.9 million
compared to $25.4 million in fiscal 1999. For the 2000 period, the $12.9 million
in investing activities primarily reflected investments for the purchases of
property and equipment and investments in contract rights in connection with
maintaining and/or renewing existing contracts. The higher capital expenditures
in the 1999 period reflected $17.5 million in investments for newly acquired
service contracts.

                                        47
For fiscal 2000, net cash used in financing activities was $7.3 million
compared to $12.8 million in cash provided by financing activities in fiscal
1999. The fiscal 2000 activity primarily reflected the repayment of $3.5 million
borrowed under the old credit facility and $1.2 million of senior secured debt.
The 1999 figure reflects the issuance by VSA of $100.0 million of senior
subordinated notes and the use of proceeds to retire $45.0 million of senior
secured debt and $0.5 million of debt owed to General Electric Capital, redeem
$49.5 million of stock and pay related fees of $6.2 million. Excluding the
financing, $9.5 million was borrowed under the old credit facility to fund
working capital and capital expenditures in fiscal 1999.

     We expect that the new credit facility will be comprised of a revolving
credit facility in an aggregate principal amount of up to $     million and
senior secured notes in an aggregate principal amount of      million. We expect
that our revolving credit facility will have a    -year maturity period and the
senior secured notes will have a      -year maturity period. We expect to use
borrowings under the revolving credit facility for general corporate purposes,
including working capital, capital expenditures, payment of dividends and
letters of credit. Upon completion of this offering, we expect to borrow $
million under the new credit facility to pay for a portion of VSA's senior
subordinated notes accepted for purchase in the tender offer and consent
solicitation, and $     million will be available for borrowing.

     We expect that the new credit facility will require that we meet certain
financial tests, including, without limitation, the following tests: a maximum
net leverage ratio, a minimum fixed charge coverage ratio and a total debt to
book capitalization ratio. We also expect that our new credit facility will
contain customary covenants and restrictions, including, among others,
limitations or prohibitions on declaring dividends and other distributions,
redeeming and repurchasing our other indebtedness, loans and investments,
additional indebtedness, liens, sale-leaseback transactions, capital
expenditures, recapitalizations, mergers, acquisitions and asset sales and
transactions with affiliates.

     We are also often required to obtain performance bonds, bid bonds or
letters of credit to secure our contractual obligations. As of October 1, 2002,
we had requirements outstanding for performance bonds and letters of credit of
$12.9 million and $16.4 million, respectively. Under the new credit facility, we
will have an aggregate of $          available for letters of credit, subject to
an overall borrowing limit of $     million under that facility.

     Our capital expenditures can be categorized into two types: maintenance and
growth. Maintenance capital expenditures are associated with securing renewals
of our existing contracts and maintaining those contracts following renewal.
Growth capital expenditures are those made in connection with securing new
contracts and maintaining those contracts during their initial term. In both
cases, particularly for sports facilities, capital expenditures are often
required in the form of contract acquisition fees or up-front or committed
future capital investment to help finance facility construction or renovation.
This expenditure typically takes the form of investment in leasehold
improvements and food service equipment and grants to owners or operators of
facilities. We provide our historical maintenance and growth capital
expenditures for each of the five fiscal years ended January 1, 2002 in
"Summary -- Summary Consolidated Financial Information." The amount of
maintenance capital expenditures in the last quarter of fiscal 2001 and in the
first nine months of fiscal 2002, a total of $29.2 million, increased
significantly due to the renewal of several large long-term contracts. We have
historically financed our capital expenditures with a combination of cash from
operating activities and borrowings under the revolving line of credit of the
old credit facility.

     We believe that the identification and separation of maintenance and growth
capital expenditures are important factors in evaluating our business results.
While we strive to maintain our present level of EBITDA by securing renewals of
our existing contracts, we cannot assure you that we will maintain our present
level of EBITDA since we cannot predict the future financial requirements of our
clients. Contracts may be renewed at significantly different commission rates,
and thus levels of EBITDA, depending on the clients' financial requirements at
the time of renewal.

     The amount of capital commitment required by us can vary significantly. The
ability to make those expenditures is often an essential element of a successful
bid. For example, in 2003, three of our 20 largest

                                        48
contracts will expire. In order to renew these contracts, we expect that we will
have to make significant capital expenditures. The following table shows, as of
January 1, 2002, the aggregate fiscal 2001 EBITDA represented by our contracts
that expire during the periods indicated:
EBITDA
                                          ----------------------------------------------
                                                           FISCAL YEAR
                                          ----------------------------------------------
                                                                                2008 AND
CONTRACTS EXPIRING IN:                    2003   2004   2005    2006    2007     AFTER
----------------------                    ----   ----   -----   -----   -----   --------
                                                          (IN MILLIONS)
Annual..................................  $4.5   $1.5   $ 5.2   $ 5.6   $10.1    $17.0
Aggregate...............................  $4.5   $6.1   $11.2   $16.8   $26.9    $43.9
Commission and management fee rates vary significantly among contracts
based primarily upon the amount of capital that we invest, the type of facility
involved, the term of the contract and the services provided by us. In general,
within each client category, the level of capital investment and commission are
related, such that the greater the capital investment that we make, the lower
the commission we pay to the client. Our profit sharing contracts generally
provide that we are reimbursed each year for the amortization of our capital
investments prior to determining profits under the contract.

     At the end of the contract term, all capital investments that we have made
typically remain the property of the client, but our contracts generally provide
that the client must reimburse us for any undepreciated or unamortized capital
investments or fees made pursuant to the terms of the contract if the contract
is terminated early, other than due to our default.

     We believe that cash flow from operating activities, together with
borrowings available under the new credit facility, will be sufficient to fund
our currently anticipated capital investment requirements, interest and
principal payment obligations and working capital requirements. We anticipate
capital investments of $46.1 million, net of $2.3 million in reimbursement of
book value under a contract that was terminated early, in fiscal 2002, of which
$41.1 million has been invested as of November 15, 2002. We have already
committed approximately $9.8 million for growth capital expenditures in fiscal
2003. We are currently committed to fund aggregate capital investments of
approximately $11.7 million and $4.5 million in 2003 and 2004, respectively. We
expect that future maintenance capital expenditures will be financed through net
cash provided by operating activities. We expect that future growth capital
expenditures will be financed through borrowings under our revolving credit
facility, issuances of additional IDSS or other securities of ours or net cash
provided by operating activities or a combination of these alternatives.

CONTRACTUAL COMMITMENTS

     We have future obligations for debt repayments, future minimum rental and
similar commitments under non-cancelable operating leases as well as contingent
obligations related to outstanding letters of credit. These obligations as of
October 1, 2002, without giving effect to this offering and the related
transactions, are summarized below:
LESS THAN    1-3     4-5     MORE THAN
                                         TOTAL     1 YEAR     YEARS   YEARS     5 YEARS
                                         ------   ---------   -----   ------   ---------
                                                          (IN MILLIONS)
Long-term borrowings...................  $210.7     $ 0.3     $ 3.6   $106.8    $100.0
Operating leases(1)....................     0.6       0.4       0.2       --        --
Commissions and royalties(1)...........    19.1       5.9      12.3      0.9        --
Other long-term obligations(2).........    13.8      11.7       1.8      0.3        --
                                         ------     -----     -----   ------    ------
Total contractual obligations..........  $244.1     $18.3     $17.8   $108.0    $100.0
                                         ======     =====     =====   ======    ======
---------------

(1) Assumes 2002 contractual obligations fully met as of October 1, 2002.

(2) Represents capital commitments in connection with several long-term
    concession contracts.

                                        49
PAYMENTS DUE BY PERIOD
                                                    -------------------------------------
                                                    LESS THAN    1-3     4-5    MORE THAN
OTHER COMMERCIAL COMMITMENTS                TOTAL    1 YEAR     YEARS   YEARS    5 YEARS
----------------------------                -----   ---------   -----   -----   ---------
Letters of credit.........................  $16.4     $15.4     $1.0    $ --      $  --
On a pro forma basis after giving effect to this offering, the expected use
of proceeds and the new credit facility, we believe that our net cash provided
by operating activities and borrowing capacity under the new credit facility
will be sufficient to enable us to fund our liquidity needs for the foreseeable
future. Should we be unable to borrow under the new credit facility, we would
seek other sources of debt or equity funding. However, we cannot assure you that
we will be successful in obtaining alternate sources of funding in sufficient
amounts or on acceptable terms.

NEW ACCOUNTING STANDARDS

     In July 2001, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 142, Goodwill and Other Intangible Assets, which became effective for
us on January 2, 2002. SFAS No. 142 requires, among other things, discontinuing
amortization of goodwill and identifiable intangible assets with indefinite
lives. In addition, the standard includes provisions for the reclassification of
certain existing recognized intangibles as goodwill, reassessment of the useful
lives of existing recognized intangibles, reclassification of certain
intangibles out of previously reported goodwill and the identification of
reporting units for purposes of assessing potential future impairments of
goodwill. We have adopted SFAS No. 142 and completed the required transitional
impairment test and found there to be no related impairments. In accordance with
the standard, we discontinued the amortization of goodwill and trademarks,
identified intangible assets which management believes have indefinite lives.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of. SFAS No. 144 became effective for us on
January 2, 2002. The adoption of SFAS No. 144 had no significant impact on our
financial position or results of operations.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
First, SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 64,
Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. Because of the
rescission of SFAS No. 4, the gains and losses from the extinguishment of debt
are no longer required to be classified as extraordinary items. SFAS No. 64
amended SFAS No. 4 and is no longer needed because SFAS No. 4 is rescinded.
Second, SFAS No. 145 rescinds SFAS No. 44, Accounting for Intangible Assets of
Motor Carriers. This statement was originally issued to establish accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980. As those transitions are complete, SFAS No. 44 is no longer
needed. Third, SFAS No. 145 amends SFAS No. 13, Accounting for Leases, to
require sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sales-leaseback transactions. The amendment
of SFAS No. 13 is effective for transactions occurring after May 15, 2002. There
has been no impact on us due to the amendment of SFAS No. 13. Lastly, SFAS No.
145 makes various technical corrections to existing pronouncements that are not
substantive in nature. We have not yet evaluated the impact on our financial
position or results of operations of the rescission of SFAS Nos. 4, 44 and 64
and the other technical corrections prescribed by this statement, all of which
become effective for us in fiscal 2003.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
Certain Employees Termination Benefits and Other Costs to Exit an Activity
(Including Certain Costs

                                        50
Incurred in a Restructuring). We have not yet evaluated the impact of this
statement on our financial position or results of operations.

     On November 25, 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The Interpretation expands on the accounting guidance of
SFAS No. 5, Accounting for Contingencies, SFAS No. 57, Related Party
Disclosures, and SFAS No. 107, Disclosures about Fair Value of Financial
Instruments. The Interpretation also incorporates, without change, the
provisions of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of
Indebtedness of Others, which it supersedes. The Interpretation does identify
several situations where the recognition of a liability at inception for a
guarantor's obligation is not required. The initial recognition and measurement
provisions of Interpretation 45 apply on a prospective basis to guarantees
issued or modified after December 31, 2002, regardless of the guarantor's fiscal
year-end. The disclosures are effective for financial statements of interim or
annual periods ending after December 15, 2002. We have not determined the impact
of this Interpretation on our financial position or results of operations.

     On December 31, 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and APB Opinion No. 28, Interim Financial Reporting, to require
disclosure in the summary of significant accounting policies of the effects of
an entity's accounting policy with respect to stock-based employee compensation
on reported net income and earnings per share in annual and interim financial
statements. While SFAS No. 148 does not amend SFAS No. 123 to require companies
to account for employee stock options using the fair value method, the
disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value
method of APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No.
148's amendment of the transition and annual disclosure requirements of SFAS No.
123 are effective for fiscal years ending after December 15, 2002. SFAS No.
148's amendment of the disclosure requirements of APB Opinion No. 28 is
effective for financial reports containing consolidated financial statements for
interim periods beginning after December 15, 2002. We have not determined the
impact of this Statement on our financial position or results of operations.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements. This Interpretation applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This Interpretation may be
applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of
the first year restated. We have not yet evaluated the impact of this
Interpretation on our financial position or results of operations.

                                        51
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FAIR VALUE
                                  2002     2003     2004     2005     2006    THEREAFTER   TOTAL     10/1/02
                                 ------   ------   ------   ------   ------   ----------   ------   ----------
                                                                 (IN MILLIONS)
Long-term debt:
  Variable rate................  $  0.3   $  1.2   $  1.2   $  1.2   $107.0     $   --     $110.7     $110.7
  Average interest rate........    5.88%    5.88%    5.88%    5.88%    5.88%      5.88%
  Fixed rate...................  $   --   $   --   $   --   $   --   $   --     $100.0     $100.0     $ 94.0
  Average interest rate........   11.25%   11.25%   11.25%   11.25%   11.25%     11.25%
Short-term debt:
  Variable rate................  $   --                                                    $   --
  Average interest rate........      --                                                        --
As of October 1, 2002, we had $110,687,500 in term loans outstanding.
Installments of the loan are due in consecutive quarterly installments on the
last day of each fiscal quarter with 25% of the following annual amounts being
paid on each installment date; $1,150,000 in each year from 2002 through 2005
and $106,950,000 due in 2006. The weighted average variable rates are based on
implied forward rates in the yield curve at the reporting date. VSA also has
senior subordinated notes outstanding in an aggregate principal amount of
$100,000,000. These notes mature on March 1, 2009.

     As of October 1, 2002, on a pro forma as adjusted basis after giving effect
to this offering, including the use of proceeds from this offering, our
recapitalization and the tender offer and consent solicitation and the new
credit facility, as if those transactions had occurred on that date, we would
have had $     million of fixed rate long term debt, consisting of $     million
of the subordinated notes underlying the IDSS and $     million of term loans,
and $     million in variable rate long term debt, consisting of $     million
of term loans and up to $     million of the revolving credit facility. For
additional information regarding the variable interest rates under the new
credit facility, See "Description of Certain Indebtedness -- New Credit
Facility."

                                        52
BUSINESS

OVERVIEW

     We are a leading provider of food and beverage concessions, high-end
catering and merchandise services for sports facilities, convention centers and
other entertainment facilities throughout the United States. Based on the number
of facilities served, we are one of the largest providers of food and beverage
services to a variety of recreational facilities in the United States and are
the:

     - second largest provider to NFL facilities (10 teams);

     - third largest provider to MLB facilities (7 teams);

     - largest provider to minor league baseball and spring training facilities
       (27 teams); and

     - second largest provider to major convention centers (those with greater
       than approximately 300,000 square feet of exhibition space) (10 centers).

     We have a large diversified client base. As of October 1, 2002, we served
127 facilities, with an average length of client relationship of over 15 years.
Some of our major accounts by client category include:

     - Yankee Stadium in New York City;

     - the Louisiana Superdome, home of the New Orleans Saints;

     - the Seattle Mariners' Safeco Field;

     - the National Trade Centre in Toronto, Canada's largest exhibit hall;

     - the Vancouver Convention & Exhibition Centre; and

     - the Los Angeles Zoo.

     Our contracts are typically long-term and exclusive. From 1997 through
2001, on average, contracts representing 9.2% of our EBITDA came up for renewal
in each year. We retained contracts representing an average of 84.6% of the
EBITDA corresponding to these contracts per year, which together with the
contracts that did not come up for renewal resulted in us retaining contracts
representing on average approximately 98.6% of our EBITDA in each year for this
period.

     We have provided our services to several of the highest profile sporting
and other events, including:

     - 23 World Series events;

     - three U.S. Presidential Inaugural Balls;

     - nine Super Bowls, including the 2003 Super Bowl at Qualcomm Stadium;

     - two NCAA Final Four Men's Basketball Tournaments; and

     - ten World Cup Soccer games.

OUR STRENGTHS

     We believe that our competitive strengths should enable us to maintain our
high retention rate and to secure attractive new contracts. The following is a
list of new contracts we have been awarded since the beginning of 1999 for major
league (NFL, MLB, NBA and NHL) sports facilities and major convention centers:

     - Louisiana Superdome, home of the New Orleans Saints;

     - Denver Broncos' INVESCO Field at Mile High Stadium;

     - The Coliseum, home of the Tennessee Titans;

                                        53
- Seattle Mariners' Safeco Field;

     - Minnesota Wild's Xcel Energy Center;

     - San Francisco Giants' Pacific Bell Park;

     - Dallas Convention Center; and

     - new Washington Convention Center (scheduled to open in March 2003).

     Our strengths include the following:

  LEADING MARKET POSITION

     Based on the number of facilities served, we are one of the largest
providers of food and beverage services to a variety of sports facilities and to
major convention centers in the United States. We believe that our position as
one of the market leaders increases the likelihood that we will be able to renew
existing contracts and be invited to bid for new contracts to supply food and
beverage services to recreational facilities. Furthermore, relative to smaller
competitors, we benefit from our ability to make significant capital investments
in clients' facilities, which has become an important competitive factor in the
bidding process for contracts to serve certain facilities, particularly sports
facilities.

  DIVERSIFIED CLIENT BASE

     We provide services at 127 facilities located across the United States and
into Canada. The breakdown of facilities that we serve by primary client
category is as follows: 67 sports facilities, 30 convention centers and 30 other
entertainment facilities, representing approximately 65.2%, 22.9% and 11.9%,
respectively, of our net sales and approximately 69.5%, 19.9% and 10.6%,
respectively, of our EBITDA for fiscal 2001. Within sports facilities, our
client base is further diversified and includes contracts to provide services at
ten NFL, seven MLB, two NBA, one NHL and 27 minor league baseball and spring
training facilities.

  EXCLUSIVE, LONG-TERM SERVICE CONTRACTS WITH HIGH RETENTION RATE

     We typically provide services at our clients' facilities pursuant to
long-term contracts that grant us the exclusive right to provide certain food
and beverage products and services and, under some contracts, merchandise
products and other services within the facility. As of October 1, 2002, our
contracts had an overall average of approximately 7.0 years left to run before
their scheduled expirations, representing 8.5, 3.4 and 3.6 years for sports
facilities, convention centers and other entertainment facilities, respectively.

     We typically renegotiate contracts for extension several months and, in
some cases, years prior to their expiration. From 1997 through 2001, on average,
contracts representing 9.2% of our EBITDA came up for renewal in each year. We
retained contracts representing an average of 84.5% of the EBITDA corresponding
to these contracts per year, which together with the contracts that did not come
up for renewal resulted in us retaining contracts representing on average
approximately 98.6% of our EBITDA in each year for this period. As of October 1,
2002, we had been providing services to our clients' facilities for an average
of 15.9 years. Four of our major accounts -- Yankee Stadium in New York City,
home of the Yankees, Qualcomm Stadium in San Diego, home of the Chargers and
former home of the Padres, Arrowhead Stadium in Kansas City, home of the Chiefs,
and Kaufmann Field in Kansas City, home of the Royals -- have been our accounts
for more than 30 years.

  HIGH QUALITY, FULL SERVICE CAPABILITIES

     We believe that our expertise in high-end catering and concession services,
coupled with our reputation for high-quality food and beverage products and
services and responsiveness to client needs, provide a competitive advantage
when we bid for contracts. Our full service capability is particularly important
given the trend in new sports facilities toward providing more premium seating
and luxury suites that require high-end catering services. We also believe that
our expertise in designing and assisting in the

                                        54
planning of appealing and efficient food service facilities, including food
courts, kitchens and permanent and portable concession stands, increases net
sales and enhances our ability to obtain and retain clients. For example, we
believe that our recognized reputation for service and food, combined with our
innovative service offerings, were important factors in obtaining a contract
extension at the San Diego Convention Center in 2001.

  EXPERIENCED MANAGEMENT TEAM

     Our chief executive officer and our six most senior vice presidents have an
average of approximately 15 years of experience in the recreational food service
industry. Our facility general managers have an average of approximately 10
years of experience as general managers with our company. We believe that this
experience is of particular value in enabling us to evaluate the risks and
benefits associated with potential new contracts, contract structures, product
innovations and markets.

STRATEGIC DIRECTION AND GROWTH OPPORTUNITIES

     Our goal is to strengthen and broaden our position as a leading provider of
food and beverage concessions, catering and merchandise services for sports,
convention and other recreational facilities. Our strategies are designed to
continue to improve the level of service to our existing clients and their fans
and guests, and to attract new clients on the strength of our reputation for
quality products and services and for working responsively with our clients.

     Our industry position and experience have enabled us to effectively
evaluate and select opportunities for growth. Our strategy is to increase net
sales with existing clients, obtain new clients and expand into related markets.
We intend to accomplish these goals by:

  FURTHER PENETRATING THE MID-SIZE ACCOUNT MARKET

     We believe that we have greater potential to grow by obtaining new clients
in the mid-size account market than in the major-league or large-city
professional sports account markets, where we believe growth opportunities are
more limited. Generally, the mid-size account market includes sporting and other
recreational facilities, arenas, civic centers, convention centers and
amphitheatres in medium- to small-cities. Part of this growth opportunity stems
from the existence of more potential clients in the mid-size account category as
compared to the major-league and large-city professional sports account
category. Furthermore, we believe that the client service and types of
contractual arrangements we offer will be attractive to the owners and operators
of these kinds of facilities. We expect to involve our local general managers,
who have first-hand experience with operational issues and local communities, in
our sales efforts in this market.

  EXTENDING OUR SUITE AND CLUB SEAT CATERING SERVICES

     Our experience is typically that cost savings and service efficiencies
often result when one supplier, rather than separate suppliers, provides all the
required concession services and suite and club seat catering services for a
single facility. Although we provide suite and club-level catering at some of
the sports facilities where we provide concessions -- for example, Yankee
Stadium, Safeco Field and ALLTEL Stadium -- we do not provide catering services
at all of them. We believe that we are capable of providing the quality and
service levels that our clients expect for their suites and club-level seats,
and we are actively seeking to be awarded the suite and club-level service
contracts in the facilities in which we currently have only the concession
rights as well as for prospective clients.

  BUILDING OUR FACILITIES MANAGEMENT BUSINESS

     We currently have two facility management accounts, and we desire to expand
this area of our business. We believe that we can offer efficiencies to our
clients by providing food and beverage services and facility management services
in the same facility. Toward this end, we have a task force that is building on
(1) our experience in facilities management, (2) our expertise in operating and
managing food

                                        55
and beverage concession services and (3) our ability to make capital investments
in order to more effectively bid on obtaining new facility management accounts.

  OFFERING A VARIETY OF BRANDED PRODUCTS TO OUR CLIENTS

     We are pursuing a strategy of offering a variety of high-quality,
well-recognized branded products to our clients. Through our experience, we have
learned that the careful management of prices, costs and consumer brand
promotion and recognition can generate additional customer sales for the benefit
of our clients and us. Toward this end, we have entered into and are seeking to
enter into additional promotional and preferential pricing arrangements with
owners of various branded products which would allow us to offer our clients
competitively-priced products which have the brand recognition that should help
generate additional customer sales.

  ADOPTING COMPANY-WIDE BEST PRACTICES

     We believe that our clients and our own performance would benefit from
further standardization of the performance of various tasks in our business. For
this purpose, we have established four corporate-wide task forces:

     - the High-End Catering Task Force, which is "benchmarking" our offerings
       against comparable dining experiences and developing standardized menus,
       preparation standards, cost and profit guidelines, smallwares packages
       and marketing materials.

     - the Concessions Task Force, which is developing standardized equipment,
       service routines and part-time labor use guidelines, together with
       expected quality levels for major food items and large point-of-sale
       locations.

     - the Facilities Management Task Force, which is developing our marketing,
       management and sales plan and best-practices recommendations for this
       effort.

     - the Merchandise Task Force, which is working to develop best practices
       and explore more centralized purchasing.

     As part of this effort, we plan to develop and implement company-owned
brands that emphasize the breadth and high quality of the services that we
provide.

CLIENTS AND SERVICES

  OVERVIEW

     We provide a number of services to our clients. Our principal services
include food and beverage concession and catering services at sports and other
entertainment facilities, small- to large-scale banquet catering and food court
operations at convention centers and in-facility restaurants and catering across
the range of facilities that we serve.

     We also provide merchandise and program sales services at many of the
sports facilities that we serve. We are responsible for all personnel, inventory
control, purchasing and food preparation requirements in connection with the
provision of these services.

     In addition, we provide full facility management services, which can
include a variety of services such as event planning and marketing, maintenance,
ticket distribution, program printing, advertising and licensing rights for the
facility, and its suites and premium seats. Currently, we provide facility
management services at two arenas.

     We believe that we have built strong relationships with many of our
clients. We often work closely with clients in designing or renovating the
portion of the facilities where we provide our services. By using our in-house
capabilities in conjunction with outside consultants, we have designed
state-of-the-art concessions and restaurant facilities in, among other
facilities, INVESCO Field at Mile High Stadium, home of the Denver Broncos, and
Pacific Bell Park, home of the San Francisco Giants.

                                        56
We also provide for our clients a dedicated central staff for equipment
placement and construction design. Our design and construction capabilities are
being used in a number of new and existing client facilities where we and the
client believe there is an opportunity for additional revenue growth through
better design.

     We assist some of our clients in marketing their facilities, as our net
sales are directly affected by the number and quality of events attracted to
these facilities. We also seek to build relationships with event sponsors in
order to facilitate referrals of recurring events, such as annual trade shows.

     For fiscal 2001:

     - our largest client, Yankee Stadium in New York City, accounted for
       approximately 10% of our net sales;

     - our three largest clients together accounted for approximately 18.9% of
       our net sales;

     - our 10 largest clients together accounted for approximately 39.5% of our
       net sales; and

     - our 20 largest clients together accounted for approximately 50.1% of our
       net sales.

  SPORTS FACILITIES

     We currently have contracts to provide services, including food and
beverage concessions and, in some cases, the selling of merchandise, at 67
sports facilities, including stadiums and arenas throughout the United States
and into Canada. At some of these facilities, we also provide high-end catering
services for premium seating, luxury suites and in-stadium restaurants. These
facilities host sports teams as well as other forms of entertainment, such as
concerts and other large civic events. These facilities may also host
conventions, trade shows and meetings. The stadiums and arenas at which we
provide our services seat from 7,500 to 102,000 persons and typically host
sporting events such as NFL and college football games, MLB or minor league
baseball games, NBA and college basketball games, NHL and minor league hockey
games, concerts, ice shows and circuses. For fiscal 2001, sports facility
contracts accounted for approximately 65.2% of our net sales and 69.5% of our
EBITDA.

     Concession-style sales of food and beverages represent the majority of our
business at sports facilities. High-end catering for luxury suites, premium
concession services for premium seating and in-stadium restaurants are currently
responsible for a significantly smaller portion of net sales at sports
facilities, but have been gaining importance due to the general growth of
premium seating as a proportion of total stadium and arena seating and to the
general increase in demand for a variety of food and beverage offerings. Also,
premium seating is important to our clients because of the significant net sales
generated for those clients by purchasers of luxury seats and suites.
Consequently, the ability to provide high-end catering is an important factor
when competing for contracts, and we expect it to become more important in the
future. In addition to the provision of food and beverage catering and
concession services, we sell team-licensed and other merchandise during events
at certain facilities. For example, we provide a wide range of merchandise
services, including in-stadium stores and roving vendors, at almost all of the
MLB facilities that we serve.

     Our contracts for sports facilities are typically for terms ranging from
five to 20 years. As of October 1, 2002, the existing sports facility contracts
had an average remaining life of approximately 8.5 years. In general, stadium
and arena contracts require a larger up-front or committed future capital
investment than contracts for convention centers and other entertainment
facilities and typically have a longer contract term. In addition, some sports
facility contracts require greater capital investment than others, and we
typically receive a more favorable commission structure at facilities where we
have made larger capital investments.

                                        57
The following chart lists all our major league sports facility tenants as
of October 31, 2002:
LENGTH OF
                                                                             SEATING CAPACITY     RELATIONSHIP
FACILITY NAME                     LOCATION           SPORTS TEAM TENANT          (SPORT)            (YEARS)
-------------                     --------           ------------------      ----------------     ------------
ALLTEL Stadium Florida       Jacksonville, FL       Jacksonville Jaguars      73,000(NFL)              7.3
Arrowhead Stadium            Kansas City, MO        Kansas City Chiefs        79,000(NFL)             30.5
FedEx Field                  Landover, MD           Washington Redskins       80,000(NFL)              5.3
HHH Metrodome                Minneapolis, MN        Minnesota Vikings         64,000(NFL)             20.8
                                                    Minnesota Twins           44,000(MLB)             20.8
INVESCO Field at Mile High
  Stadium                    Denver, CO             Denver Broncos            76,000(NFL)              1.7
Kaufmann Field               Kansas City, MO        Kansas City Royals        40,600(MLB)             30.5
Louisiana Superdome          New Orleans, LA        New Orleans Saints        70,054(NFL)              3.6
New Orleans Arena            New Orleans, LA        New Orleans Hornets       18,500(NBA)              3.6(1)
Pacific Bell Park            San Francisco, CA      San Francisco Giants      42,000(MLB)              9.5(2)
Palace of Auburn Hills       Auburn Hills, MI       Detroit Pistons           21,000(NBA)             14.1
Qualcomm Stadium             San Diego, CA          San Diego Chargers        71,400(NFL)             35.4
                                                    San Diego Padres          60,750(MLB)             35.4
RCA Dome                     Indianapolis, IN       Indianapolis Colts        60,000(NFL)             19.6
Safeco Field                 Seattle, WA            Seattle Mariners          47,145(MLB)              4.8
San Francisco Stadium at
  Candlestick Point          San Francisco, CA      San Francisco 49ers       68,000(NFL)              9.5
The Coliseum                 Nashville, TN          Tennessee Titans          68,500(NFL)              3.7
Tropicana Field              St. Petersburg, FL     Tampa Bay Devil Rays      48,500(MLB)              4.5
Xcel Energy Center           St. Paul, MN           Minnesota Wild            18,064(NHL)              2.0
Yankee Stadium               New York, NY           New York Yankees          55,000(MLB)             38.5
---------------

(1) Represents length of relationship with respect to the New Orleans Arena. The
    New Orleans Hornets' 2002-2003 season is its first at the arena.

(2) Includes length of client relationship with the San Francisco Giants with
    respect to its former stadium, known first as Candlestick Park (1993-1999)
    and later as 3COM Park (1999-2000).

  CONVENTION CENTERS

     Based on the number of facilities served, we are one of the largest
providers of food and beverage services to major convention centers -- those
with greater than approximately 300,000 square feet of exhibition space -- in
the United States. We have contracts to provide services to 30 convention
centers, including 10 major convention centers such as the San Diego Convention
Center, the Jacob K. Javits Convention Center in New York City and the National
Trade Centre in Toronto. For fiscal 2001, convention center contracts accounted
for approximately 22.9% of our net sales and 19.9% of our EBITDA.

     The services that we provide at convention centers typically include:

     - catering services;

     - providing food court operations;

     - assisting in planning events; and

     - marketing clients' facilities.

     Catering services consist primarily of providing large-scale banquet
services to functions held in the facilities' ballrooms and banquet halls. We
are equipped to tailor our services for small groups to groups of

                                        58
several thousand persons at the facility. To cater meals at certain facilities
for larger groups, we may draw, as needed, on the services of chefs, event
managers and other employees throughout the region in which the facility is
located. At trade shows and consumer exhibitions, we frequently provide
smaller-scale catering services to meetings, exhibitions and trade show booths.
In operating food courts at convention centers, we typically provide concession
sales services from several different locations, which sell a variety of
specialty foods and beverages, including nationally-branded, franchised food and
beverage products.

     Our contracts with convention centers are typically for terms ranging from
two to five years. As of October 1, 2002, the existing convention center
contracts had an average remaining life of 3.4 years. In general, convention
center contracts are for a shorter contract term than contracts for sports
facilities, but typically require less up-front or committed future capital
investment. We typically receive a more favorable commission structure at
facilities where we have made larger capital investments.

     The following chart lists alphabetically our top eight contracts within the
convention center category in terms of the fiscal 2001 EBITDA generated by those
contracts:
LENGTH OF
                                                              SIZE (APPROX.   RELATIONSHIP
FACILITY NAME                                  LOCATION        SQ. FT)(1)       (YEARS)
-------------                                  --------       -------------   ------------
Colorado Convention Center................  Denver, CO            300,000         12.8
Jacob K. Javits Center....................  New York, NY          814,400         15.7
Kentucky Fair & Expo Center...............  Louisville, KY      1,068,050         19.3
Miami Beach Convention Center.............  Miami Beach, FL       502,848         15.6
Northern Kentucky Convention Center.......  Covington, KY          65,000          3.8
Ontario Convention Center.................  Ontario, CA            70,000          5.0
Sacramento Civic Center...................  Sacramento, CA        158,288         28.8
San Diego Convention Center...............  San Diego, CA         616,363          9.6
---------------

(1) Source: Tradeshow Week's Major Exhibit Hall Directory 2002.

  OTHER ENTERTAINMENT AND RECREATIONAL FACILITIES

     We have contracts to provide a wide range of services to 30 other
entertainment facilities located throughout the United States. Such facilities
include horse racing tracks, music amphitheaters, motor speedways, skiing
facilities and zoos.

     While the services that we provide can vary widely depending on the type of
facility concerned, we primarily provide concession services at zoos and music
amphitheaters, high-end concession services at music amphitheaters, and
in-facility restaurants, concession services, food court operations and high-end
catering services at horse racing tracks. For fiscal 2001, contracts to serve
these other entertainment facilities accounted for approximately 11.9% of our
net sales and 10.6% of our EBITDA.

     The duration, level of capital investment required and commission or
management fee structure of the contracts for these other entertainment
facilities vary from facility to facility. We typically receive a more favorable
commission structure at facilities where we have made larger capital
investments. As of October 1, 2002, our contracts to serve these other
entertainment facilities had an average remaining life of 3.6 years.

                                        59
The following chart lists alphabetically our top six contracts within the
other entertainment facilities category in terms of the fiscal 2001 EBITDA
generated by those contracts:
LENGTH OF
                                                                              RELATIONSHIP
FACILITY NAME                              LOCATION            VENUE TYPE       (YEARS)
-------------                              --------            ----------     ------------
Dover Downs (Memphis Motor Sports
  Park, Gateway International
  Raceway and Nashville Super                                    Motor
  Speedway).......................  Tennessee and Illinois     Speedways           1.7
Verizon Wireless Amphitheatre.....        Irvine, CA          Amphitheater        20.7
Los Angeles Zoo...................     Los Angeles, CA            Zoo              5.0
Lake Placid.......................     Lake Placid, NY         Ski Resort         19.3
Liberty Science Center............     Jersey City, NJ       Science Center       10.7
New York Racing Association
  (Belmont Park and Aqueduct
  Racetracks and Saratoga Race
  Course).........................         New York           Horse Tracks         6.9
CLIENT CONTRACTS

     We typically enter into one of three types of contracts with our clients:

     - profit and loss contracts;

     - profit sharing contracts; and

     - management fee contracts.

Each of our contracts falls into one of these three categories; however, any
particular contract may contain elements of any of the other types as well as
other features unique to that contract.

     We draw on our substantial operational and financial experience in
attempting to structure contracts to our benefit, including a mix of up-front
fees, required capital investment and ongoing commissions to our customers. We
try to include contract terms that we believe will achieve our preferred rate of
return and cash-flow. For example, some of our contracts contain a guarantee of
performance by the client for levels of minimum attendance and/or levels of net
sales. Also, many of our contracts have step-scale commission rates, reducing
the effect of potential decreases in cash-flow. In addition, most of our
contracts require our client to return to us any unamortized capital investment
and any up-front fees, if the contract is cancelled before its scheduled
termination, other than due to breach by us.

  PROFIT AND LOSS CONTRACTS

     Under profit and loss contracts, we receive all of the net sales and bear
all of the expenses from the provision of services at a facility. These expenses
include commissions paid to the client, which are typically calculated as a
fixed or variable percentage of various categories of sales. While we benefit
from greater upside potential with profit and loss contracts, as we are entitled
to retain all profits from the provision of our services at a facility after
paying expenses, including commissions to the client, we are responsible for all
associated costs and therefore we are also responsible for any losses incurred.
See "Risk Factors -- The pricing and termination provisions of our contracts may
constrain our ability to recover costs and to make a profit on our contracts."
We consequently bear greater risk with a profit and loss contract than with a
profit sharing or management fee contract. In order to achieve our anticipated
level of profitability on a profit and loss contract, we must carefully control
our operating expenses and obtain price increases commensurate with our cost
increases. As of October 1, 2002, we served 100 facilities under profit and loss
contracts. For fiscal 2001, profit and loss contracts accounted for 79.4% of our
net sales and 89.1% of our EBITDA.

                                        60
Some of our profit and loss contracts contain minimum guaranteed
commissions or equivalent payments to the client in connection with our right to
provide services within the particular facility, regardless of the level of
sales at the facility or whether a profit is being generated at the facility.
These guaranteed payments are often structured as a fixed dollar amount,
frequently increasing over the life of the contract, or as a fixed per capita
amount, generally on an escalating scale based on event attendance or per capita
spending levels.

  PROFIT SHARING CONTRACTS

     Profit sharing contracts are generally profit and loss contracts with the
feature that the commission paid to the client is in whole or in part a
specified percentage of the profits generated by our concessions operation at
the relevant facility. In calculating profit for those purposes, expenses
include commissions payable to the client that are not based on profits. These
commissions are typically calculated as a fixed or variable percentage of
various categories of sales. In addition, under certain profit sharing
contracts, we receive a fixed fee prior to the determination of profits under
the contract. As of October 1, 2002, we served 26 facilities under profit
sharing contracts. For fiscal 2001, profit sharing contracts accounted for 20.5%
of our net sales and 10.1% of our EBITDA.

  MANAGEMENT FEE CONTRACTS

     Under our management fee contract, we receive a management fee, calculated
as a fixed dollar amount and/or a fixed or variable percentage of various
categories of sales. In addition, our management fee contract entitles us to
receive incentive fees based upon our performance under the contract, as
measured by factors such as net sales or operating costs. We are reimbursed for
all of our on-site expenses under these contracts. The benefit of this type of
contract is that we do not bear the risks associated with the provision of our
services at the facility. However, as a result of this reduced risk, we also
have reduced upside potential, as we are entitled to receive only a management
fee, and any incentive fees provided for in the contract, and do not share in
any profits. As of October 1, 2002, we served one facility under a management
fee contract. For fiscal 2001, management fee contracts accounted for 0.1% of
our net sales and 0.8% of our EBITDA.

  ADDITIONAL CONTRACT FEATURES

     Although the contracts generally fall within one of the three types
discussed above, we often include in our contracts a variety of ways to meet our
needs and the needs of a particular client. These features include:

     - step-scale commissions, in which our commission payment to a client will
       vary according to sales performance;

     - minimum attendance thresholds, in which a client will refund a portion of
       the commissions that it receives from us if a minimum attendance level is
       not reached at the facility; and

     - merchandise inventory guarantees, under which we return certain unsold
       inventory to the client without charge to us.

     These features represent our efforts to tailor our contracts to best suit a
particular client opportunity and reflect our experience with comparable
facilities, sensitivity analyses of economic assumptions, competitor analyses
and general market research.

     Most of our contracts limit our ability to raise prices on the food,
beverages and merchandise we sell within the particular facility without the
client's consent. However, some of the contracts contain pricing restrictions
that allow us to raise our prices without the client's consent if we are able to
demonstrate that prices on similar items at specified benchmark facilities have
increased.

     The length of contracts that we enter into with clients varies. Contracts
in connection with sports facilities generally require the highest capital
investments but have correspondingly longer terms, typically

                                        61
five to 20 years. Convention center contracts generally require lower capital
investments and have usual terms of two to five years. While our contracts are
generally terminable only in limited circumstances, some of our contracts give
the client the right to terminate the contract with or without cause on little
or no notice. However, most of our contracts require our client to return to us
any unamortized capital investment and any up-front fees, if the contract is
cancelled before its scheduled termination, other than due to breach by us.

HISTORY

     We, including our subsidiaries and their predecessors, have been in
operation for over 35 years. We were formed on November 21, 1995 under the laws
of the State of Delaware. In August 1998, through our wholly-owned subsidiary,
VSA, the parent company of VSI, then one of the leading suppliers of food and
beverage services to sports facilities in the United States, we acquired Service
America, then one of the leading suppliers of food and beverage services to
convention centers in the United States. This acquisition allowed us to enter
the convention center market with a significant presence in major convention
centers and resulted in us having a substantially more diversified client base
and revenue stream business.

GROWTH IN THE INDUSTRY

     Sports facilities.  Growth in the sports facilities category of the
recreational food service industry in recent years has come primarily from new
facility construction, increased per capita spending on new facilities and
premium seating. During the 1990s, a substantial number of NFL, MLB, NBA and NHL
facilities were built, stemming in part from the addition of 19 new major league
franchises during that period. According to Street & Smith's Sports Business
Journal of March 11-17, 2002, between 1999 and 2001, 49 sports facilities and
1,819 luxury suites at sports facilities were constructed. This building trend
continued in 2002, with an estimated $7.8 billion (in total project cost) of
sports facilities under construction, according to Street & Smith's Sports
Business Journal of March 4-10, 2002.

     Newer sports facilities, whether as a result of new construction or
refurbishing, tend to experience higher levels of per capita spending on food,
beverages and merchandise by attendees of events at those facilities, because
newer facilities typically have more points of sale for concessions and more
premium seating, full-service restaurants, sports clubs and retail shops as
compared to older facilities. Current and near-future facility construction
results from planning commenced several years ago. Based on available data,
management believes that the growth for stadiums and arenas for major league
sports teams and in major cities may be slowing. However, according to Street &
Smith's Sports Business Journal of May 28-June 3, 2001, growth is strong for
college and minor league sports venues.

                                        62
The following graph shows the historical growth in attendance at NFL, MLB,
NBA and NHL events in the United States between 1995 and 2001:

                  U.S. MAJOR PROFESSIONAL SPORT ATTENDANCE(1)

                              (PERFORMANCE GRAPH)
THOUSANDS
                                                              ---------
1996........................................................   154,338

1997........................................................   159,384

1998........................................................   167,508

1999........................................................   162,418

2000........................................................   173,786

2001........................................................   175,868
---------------

(1) Source: PriceWaterhouseCoopers' Global Entertainment and Media Outlook
    2002-2006

     Convention centers.  In recent years there has also been a significant
expansion of existing and construction of new convention centers, which has
created new opportunities for food service providers. According to Tradeweek's
Major Exhibit Hall Directory of 1995 and 2002, the total exhibit space in U.S.
and Canadian exhibit halls increased approximately 23% from 1991 (54.8 million
square feet) through 2001 (67.6 million square feet). Although, according to the
same source, the expansion appears to be slowing, a total of 87 new and expanded
facilities totaling 12.2 million square feet of exhibit space are planned for
completion by 2010. This growth is attributed in part to two primary forces:

     - the increasing number and size of conventions and trade shows; and

     - user demand for more specialized or purpose-built facilities and the need
       for more advanced telecommunication and technological infrastructure.

     According to Tradeshow Week 200's analysis of April 2002 (which represents
the 200 largest U.S. tradeshows), overall professional attendance at tradeshows
increased approximately 10% from 1991 (3.9 million) through 2001 (4.3 million).
However, recent weak economic conditions and the events of September 11, 2001
have caused a decline in attendance at many convention center facilities we
serve, and this decline may continue in the future.

     Other entertainment facilities.  We believe that the market for other
entertainment facilities will develop in the next several years in a manner
consistent with the development of sports and sports-related facilities. We
believe that if we are to obtain growth in this segment, such growth will have
to come by obtaining contracts for businesses that are now held by competitors
or provided internally by potential clients.

                                        63
SALES AND MARKETING

     Our chief executive officer determines the direction of our sales and
marketing efforts, aided by a senior vice president -- sales administration, who
heads their implementation and coordinates the efforts of two vice
presidents -- sales.

     Our primary sales goal is to secure renewals of existing contracts and the
addition of new contracts. To this end, we utilize an internal tracking system,
trade publications and other industry sources, including our on-site general
managers, to identify information about both new and expiring contracts in the
recreational food service industry.

     As a result of many years of experience in the industry, we have developed
relationships with a wide variety of participants in the industry, including:
the general managers of public and private facilities; league and team owners;
event sponsors; and a network of consultants whom facility owners often hire to
formulate bid specifications.

     In addition, members of our management team maintain memberships in various
industry trade associations. Substantially all of our clients and potential
clients in publicly controlled facilities are members of these trade groups.

COMPETITION

  COMPETITORS

     The recreational food service industry is highly fragmented and
competitive, with several national and international food service providers as
well as a large number of smaller independent businesses serving discrete local
and regional markets and competing in distinct areas. Those companies that lack
a full-service capability because, for example, they cannot cater to luxury
suites at stadiums and arenas, often bid for contracts in conjunction with one
of the other national or international food service companies that can offer
such services.

     We compete for contracts against a variety of food service providers.
However, our major competitors are other national and international food service
providers, including ARAMARK Corporation (which includes Fine Host Corporation),
Delaware North Corporation, Compass Group plc and Levy Restaurants (which is
partially owned by Compass Group plc). We also face competition from regional
and local service contractors, some of which are better established within a
specific geographic region. Existing or potential clients may also elect to
"self operate" their food services, eliminating the opportunity for us to
compete for the account.

     We compete primarily to provide concession, catering and other related
services at recreational facilities. Our competitors often operate more
narrowly, for example, in high-end catering only, or more broadly, e.g., in food
services in other kinds of facilities and in other services altogether.

     We compete for facility management contracts with Spectacor Management
Group (which is a joint venture between ARAMARK Corporation and Hyatt Hotels
Inc.) and Global Spectrum, which together manage most privately-managed
facilities. In addition, many facilities are managed internally, either by the
facility owner or by the owner of the team that plays at the facility.

  COMPETITION FOR CONTRACTS

     Contracts are generally gained and renewed through a competitive bidding
process. We selectively bid on contracts to provide services at both privately
owned and publicly controlled facilities. The privately negotiated transactions
are generally competitive in nature, with several other large national
competitors submitting proposals. Contracts for publicly controlled facilities
are generally awarded pursuant to a request-for-proposal process. Successful
bidding on contracts for such publicly controlled facilities often

                                        64
requires a long-term effort focused on building relationships in the community
in which the venue is located. We compete primarily on the following factors:

     - the ability to make capital investments;

     - reputation within the industry;

     - commission or management fee structure;

     - service innovation; and

     - quality and breadth of products and services.

     Some of our competitors may be prepared to accept less favorable financial
returns than we are when bidding for contracts. A number of our competitors also
have substantially greater financial and other resources.

SUPPLIERS

     We have a national distribution contract with SYSCO Corporation to supply
our operations. We also have a number of national purchasing programs with major
product suppliers that enable us to receive discounted pricing on certain items.
The purchase of other items, the most significant of which are alcoholic
beverages that must, by law, be purchased in-state, is handled on a local basis.

     In instances where a contract with a particular client requires us to use a
specific branded product for which we do not have a purchasing program or
distribution contract, or which results in our bearing additional costs, the
client will typically be required to pay any excess cost associated with the use
of the brand name product through reduced commission rates for such products.

     We generally purchase any equipment that we require directly from the
manufacturer. We typically obtain several bids when filling our food service
equipment requirements.

     Additionally, we have a number of local, regional and national
subcontractors who provide food, beverages or other services at our and our
client's behest, and from whom we collect a portion of revenue, depending upon
contractual arrangements with the subcontractor and the client.

CONTROLS

     Since a large portion of our business is transacted in cash, principally
food and beverage concessions and food court operation sales, we have stringent
inventory and cash controls in place. We typically record inventory levels
before and after each event to determine if the sales recorded match the decline
in inventory. The process is typically completed within hours of conclusion of
the event and any discrepancy can generally be traced to either specific points
of sale or control processes set up throughout the facility. We also run yield
reports on food supplies on a monthly basis to determine if there is any
significant difference between inventory and sales.

EMPLOYEES

     As of October 1, 2002, we had approximately 1,600 full-time employees. Of
these, approximately 500 provide on-site administrative support and supervision
at the facilities we serve, approximately 1,000 provide a variety of services
(for example, food preparation, warehousing and merchandise sales) at those
facilities, and approximately 100 provide management and staff support at the
corporate and regional levels. During fiscal 2001, we had approximately 27,000
employees who were part-time or hired on an event-by-event basis. The number of
part-time employees at any point in time varies significantly due to the
seasonal nature of the business.

     As of October 1, 2002, approximately 38.5% of our employees, including full
and part-time employees, were covered by collective bargaining agreements with
several different unions. We have not experienced any significant interruptions
or curtailments of operations due to disputes with our employees, and we

                                        65
consider our labor relations to be good. We have hired, and expect to continue
to hire, a large number of qualified, temporary workers at particular events.

SEASONALITY OF OPERATIONS

     Our sales and operating results have varied, and are expected to continue
to vary, from quarter to quarter, as a result of factors that include:

     - seasonality of sporting and other events;

     - unpredictability in the number, timing and type of new contracts;

     - timing of contract expirations and special events; and

     - level of attendance at the facilities which we serve.

     Business at the principal types of facilities that we serve is seasonal in
nature. MLB and minor league baseball-related sales are concentrated in the
second and third quarters, the majority of NFL-related activity occurs in the
fourth quarter and convention centers and arenas generally host fewer events
during the summer months. Consequently, our results of operations for the first
quarter are typically substantially lower than in other quarters, and results of
operations for the third quarter are typically higher than in other quarters.

REGULATORY MATTERS

     Our operations are subject to various governmental regulations, such as
those governing:

     - the service of food and alcoholic beverages;

     - minimum wage regulations;

     - employment;

     - environmental protection; and

     - human health and safety.

     In addition, our facilities and products are subject to periodic inspection
by federal, state, provincial and local authorities. The cost of regulatory
compliance is subject to additions to or changes in federal, state or provincial
legislation, or changes in regulatory implementation. If we fail to comply with
applicable laws, we could be subject to civil remedies, including fines,
injunctions, recalls, or seizures, as well as potential criminal sanctions.

     The U.S. Food and Drug Administration, or the FDA, regulates and inspects
our kitchens in the United States. Every U.S. commercial kitchen must meet the
FDA's minimum standards relating to the handling, preparation and delivery of
food, including requirements relating to the temperature of food, the
cleanliness of the kitchen and the hygiene of its personnel. The Canadian Food
Inspection Agency regulates food safety in Canada, applying similar standards to
those required by the FDA. We are also subject to various state, provincial,
local and federal laws regarding the disposition of property and leftover
foodstuffs. The cost of compliance with FDA regulations is subject to additions
to or changes in FDA regulations.

     We serve alcoholic beverages at many facilities, and are subject to the
"dram-shop" statutes of the states and provinces in which we serve alcoholic
beverages. "Dram-shop" statutes generally provide that serving alcohol to an
intoxicated or minor patron is a violation of law. In most states and provinces,
if one of our employees sells alcoholic beverages to an intoxicated or minor
patron, we may be liable to third parties for the acts of the patron. We sponsor
regular training programs in cooperation with state and provincial authorities
to minimize the likelihood of serving alcoholic beverages to intoxicated or
minor patrons, and we maintain general liability insurance that includes liquor
liability coverage.

     We are also subject to licensing with respect to the sale of alcoholic
beverages in the states and provinces in which we serve alcoholic beverages.
Failure to receive or retain, or the suspension of, liquor

                                        66
licenses or permits would interrupt or terminate our ability to serve alcoholic
beverages at those locations. A few of our contracts require us to pay
liquidated damages during any period in which our liquor license for the
relevant facility is suspended and most contracts are subject to termination in
the event that we lose our liquor license for the relevant facility.

ENVIRONMENTAL MATTERS

     Laws and regulations concerning the discharge of pollutants into the air
and water, the handling and disposal of hazardous materials, the investigation
and remediation of property contamination and other aspects of environmental
protection are in effect wherever we operate. Our current operations do not
involve material costs to comply with such laws and regulations; and they have
not given rise to, and are not expected to give rise to, material liabilities
under these laws and regulations for investigation or remediation of
contamination.

     Claims for environmental liabilities arising out of property contamination
have been asserted against us and our predecessors from time to time, and in
some cases such claims have been associated with businesses, including waste
disposal and/or management businesses, related to entities we acquired and have
been based on conduct that occurred prior to our acquisition of those entities.
Several such claims were resolved during the 1990s in bankruptcy proceedings
involving some of our predecessors. More recently, private corporations asserted
a claim under CERCLA against us for contribution to address past and future
remediation costs at a site in Illinois. The site allegedly was used by, among
others, a waste disposal business related to a predecessor for which we
allegedly are responsible. In addition, the United States Environmental
Protection Agency, asserting authority under CERCLA, recently issued a
unilateral administrative order concerning the same Illinois site naming
approximately 75 entities as respondents, including the plaintiffs in the CERCLA
lawsuit against us and the waste disposal business for which the plaintiffs
allege we are responsible. We believe that we have valid defenses (including
discharge in bankruptcy related to certain bankruptcy proceedings filed in the
1990s) to any claimed liability at this site and further believe that our
potential liability, if any, is not likely to be significant. However, because
these claims are in their early stages, we cannot predict at this time whether
we will eventually be held liable at this site or whether such liability will be
material. Furthermore, additional environmental liabilities relating to any of
our former operations or any entities we have acquired could be identified and
give rise to claims against us involving significant losses.

PROPERTIES

     We lease our corporate headquarters of approximately 20,000 square feet in
Spartanburg, South Carolina and approximately 3,500 square feet in Stamford,
Connecticut.

     We currently provide our services at 127 client facilities, all of which
are owned or leased by our clients. The contracts with our clients generally
permit us to use certain areas within the facility to perform our administrative
functions and fulfill our warehousing needs, as well as provide food and
beverage services.

INTELLECTUAL PROPERTY

     We have the trademarks, trade names and licenses that are necessary for the
operation of our business as we currently conduct it. We do not consider our
trademarks, trade names or licenses to be material to the operation of our
business.

LITIGATION

     We are from time to time involved in various legal proceedings incidental
to the conduct of our business. In our opinion, after considering a number of
factors, including, but not limited to, the current status of any currently
pending proceeding (including any settlement discussions), views of retained
counsel, the nature of the litigation, our prior experience and the amounts that
we have accrued for known contingencies, the ultimate disposition of any
currently pending proceeding will not have a material adverse effect on our
financial condition or results of operations.

                                        67
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the names and positions of our current
directors and executive officers and their ages as of December 31, 2002.
NAME                          AGE                          POSITION
----                          ---                          --------
David Blitzer...............  33    Director
John T. Dee.................  64    Chairman of the Board
Kenneth R. Frick............  47    Executive Vice President and Chief Financial Officer
Lawrence E. Honig...........  54    Chief Executive Officer and Director
Howard A. Lipson............  38    Director
Janet L. Steinmayer.........  47    Executive Vice President, General Counsel and Secretary
Peter F. Wallace............  27    Director
Set forth below is information concerning our directors and executive
officers as of the date of this prospectus.

     David Blitzer (New York, New York) is a member of our board of directors.
Mr. Blitzer is a senior managing director of the Blackstone Group, which he
joined in 1991. He has been one of our directors since 1995.

     John T. Dee (New York, New York) is chairman of our board of directors. Mr.
Dee has served as the chairman of our board since August 1998 and as a director
of Service America since January 1993. (Service America filed for bankruptcy
protection in October 1992 and emerged from bankruptcy in June 1993). He has
been chairman of the board of Service America since January 1997. From August
1998 to April 2002, Mr. Dee served as our chief executive officer. He also
served as president and chief executive officer of Service America from January
1993 to April 2002 and as a consultant to Service America from November 1992 to
January 1993. From 1989 to 1992, Mr. Dee was president of Top Food Services,
Inc., a company engaged in the food service business. From 1980 to 1989, he was
group president at ARAMARK Corporation with responsibility for ARAMARK
Corporation's recreational food service and public restaurant operations. From
1979 to 1980, he held senior positions, including president, at Sportservice
Corporation, and was responsible for concessions and merchandise operations at
airports, theaters, stadiums, arenas and racetracks. From 1968 to 1979, he held
various positions at ARAMARK Corporation, including vice president-sales and
president of the Leisure Services Group, a division of ARAMARK Corporation
engaged in the recreational food service industry.

     Kenneth R. Frick (Campobello, South Carolina) is our executive vice
president and chief financial officer. Mr. Frick has served as our chief
financial officer since August 1998 and as chief financial officer of Volume
Services since December 1995. He served as our vice president from August 1998
to December 2000, when he became executive vice president. Mr. Frick has 18
years of experience in the recreational food service industry, 14 of them with
Volume Services. Prior to becoming chief financial officer of Volume Services in
1995, Mr. Frick was the controller for Volume Services for two years, and for
seven years was assistant controller and Southeast Regional Controller of Volume
Services. Mr. Frick is a certified public accountant.

     Lawrence E. Honig (Spartanburg, South Carolina) has served as our chief
executive officer and director since April 2002. From February 2000 until April
2001, Mr. Honig served as managing director at eHatchery LLC. From January 1998
to July 1999, Mr. Honig was chairman, president and chief executive officer of
Edison Brothers Stores, Inc., a specialty retailer, also serving as a director
from September 1997

                                        68
to March 1999 (Edison Brothers Stores, Inc. filed for bankruptcy protection in
March 1999). He has previously served as president and chief executive officer
of Federated Systems Group, a division of Federated Department Stores. From 1982
to 1992, Mr. Honig was executive vice president and then vice chairman and a
member of the board of The May Department Stores Company. Previously, he was a
principal of McKinsey & Company, Inc., an international consulting firm.

     Howard A. Lipson (Chappaqua, New York) is a member of our board of
directors. Mr. Lipson is a senior managing director of The Blackstone Group
L.P., referred to in this prospectus as the "Blackstone Group," which he joined
in April 1988. He has been one of our directors since December 1995. Prior to
joining the Blackstone Group, Mr. Lipson was a member of the Mergers and
Acquisitions Group of Salomon Brothers Inc. He currently serves on the board of
directors of Allied Waste Industries, Inc., Mega Bloks Inc., Columbia House
Holdings Inc., and Universal City Development Partners, Ltd. and is a member of
the Advisory Committee of Graham Packaging Holdings Company.

     Janet L. Steinmayer (Old Greenwich, Connecticut) is our executive vice
president, general counsel and secretary. Ms. Steinmayer has been our general
counsel and secretary since August 1998. She served as our vice president from
August 1998 to December 2000, when she became executive vice president. Ms.
Steinmayer has been corporate vice president, general counsel and secretary of
Service America since November 1993. From 1992 to 1993, she was senior vice
president -- external affairs and general counsel of Trans World Airlines, Inc.,
or TWA (TWA filed for bankruptcy protection in January 1992). From April 1990 to
1991, she served as vice president -- law, deputy general counsel and corporate
secretary at TWA. Ms. Steinmayer was a partner at the Connecticut law firm of
Levett, Rockwood & Sanders, P.C. from 1988 to 1990.

     Peter F. Wallace (New York, New York) is a member of our board of
directors. Mr. Wallace joined the Blackstone Group in July 1997 as an analyst
and became an associate in January 2001. He has been one of our directors since
October 1999.

                                        69
DIRECTOR AND EXECUTIVE COMPENSATION

  COMPENSATION OF DIRECTORS

     Initial compensation for our directors who are not also employed by us or
our subsidiaries will be $30,000 per director per year and $1,000 per director
for attending meetings in person ($500 if by telephone) of the board of
directors and $500 per director for attending committee meetings of the board of
directors in person ($250 if by telephone). A committee chair will receive an
additional $500 for attending a committee meeting in person ($250 if by
telephone). Directors will also be reimbursed for out-of-pocket expenses for
attending board and committee meetings.

  COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth information with respect to the compensation
of our chief executive officer and the named executive officers for services in
all capacities for us in the years indicated:

                           SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
                                              -------------------------------------
                                                                     OTHER ANNUAL      ALL OTHER
                                       YEAR    SALARY    BONUS(1)   COMPENSATION(2)   COMPENSATION
                                       ----   --------   --------   ---------------   ------------
Lawrence E. Honig....................  2002   $315,000           (4)        --          $ 52,331(5)
  Chief Executive Officer(3)
John T. Dee..........................  2002   $465,000           (4)        --          $120,173(6)
  Chief Executive Officer              2001   $465,000   $133,580          --           $107,983
  and Chairman(3)                      2000   $465,000   $187,700          --           $  5,912
Kenneth R. Frick.....................  2002   $225,000           (4)        --          $ 10,798(7)
  Executive Vice President and         2001   $214,558   $ 58,070          --           $  8,538
  Chief Financial Officer              2000   $204,750   $ 88,200          --           $  2,370
Janet L. Steinmayer..................  2002   $278,654           (4)        --          $    890(8)
  Executive Vice President,            2001   $237,751   $ 61,140          --           $    261
  General Counsel and Secretary        2000   $247,000   $ 94,700          --           $    236
---------------

(1) Bonuses are made pursuant to VSI's bonus plan for general managers and
    senior management personnel. Eligible personnel qualify for bonus payments
    in the event that VSI exceeds annual financial performance targets or at the
    discretion of the board of directors.

(2) Perquisites and other personal benefits did not exceed the lesser of $50,000
    or 10% of the total salary and bonus of any named executive officer for the
    years shown.

(3) On April 15, 2002, Mr. Dee resigned as chief executive officer. On April 15,
    2002, Lawrence E. Honig entered into an employment agreement with us to
    serve as chief executive officer. His annual base salary is $450,000.

(4) Annual bonuses for 2002 have not yet been determined.

(5) Amount includes $49,822 in relocation benefits and $2,509 in insurance
    premiums.

(6) Amount includes $117,423 in insurance premiums and $2,750 in VSA's
    contributions under its 401(k) plan.

(7) Amount includes $2,750 in VSA's contributions under its 401(k) plan and
    $8,047 in insurance premiums.

(8) Amount includes $890 in insurance premiums.

                                        70
MANAGEMENT ARRANGEMENTS

  Employment and Severance Agreements

     We have entered into the following arrangements with our directors and
executive officers:

     Agreement with Mr. Dee.  On May 1, 2002, we entered into an amended
employment agreement with Mr. Dee. The agreement provides that Mr. Dee will be
employed by us at an annual base salary of $465,000 through August 24, 2003 and
then at an annual base salary of $232,500 through August 24, 2005, subject to
earlier termination by us for or without cause, or by Mr. Dee for good reason,
each as defined in the agreement. Mr. Dee is entitled to a bonus at the
discretion of our board of directors and to participate in any executive bonus
plan and all employee benefit plans maintained by us. The agreement provides for
severance pay in the case of a termination by us without cause or by Mr. Dee for
good reason (as such terms are defined in the agreement) in an amount equal to
Mr. Dee's annual base salary for the balance of the term of employment and
ancillary benefits. During and for two years after Mr. Dee's employment, Mr. Dee
has agreed that, without our written consent, he will not:

     - be engaged, in any capacity, in any business that competes with our
       business; or

     - solicit any person who was employed by us during the 12 months preceding
       such solicitation.

     Agreement with Mr. Honig.  On April 15, 2002, we entered into an employment
agreement with Mr. Honig. The agreement provides that Mr. Honig will be employed
by us as Chief Executive Officer until April 14, 2004, subject to automatic
one-year extensions of the term of his agreement and his employment with us,
unless earlier terminated. Mr. Honig's base salary under the agreement is
$450,000, subject to increases at the discretion of the board. Mr. Honig is also
eligible to earn an annual bonus pursuant to our bonus plan, targeted to be at
least 50% of Mr. Honig's base salary.

     Mr. Honig will be granted, pursuant to a long-term management incentive
plan that will be put into place, options to purchase a number of shares of our
common stock equal to 3% of the number of shares issued and outstanding on the
date of the grant at an exercise price per share equal to the value of our
company as determined by the board for purposes of restructuring management's
equity in our company, divided by the number of outstanding shares at the time
of such restructuring. Of those options, 20% will vest on the first anniversary
of the date of the grant and 20% will vest on each anniversary thereafter. The
options will fully vest if Mr. Honig's employment is terminated by us without
cause, by Mr. Honig for good reason or in the event of a sale of all or
substantially all of our stock and/or assets. In addition, if such a sale takes
place before April 15, 2004 and the total amounts received by or distributed to
our stockholders per share in such sale exceed the exercise price per share for
the shares subject to these options, and such excess value, multiplied by the
number of shares as to which Mr. Honig has options (the "aggregate excess
value"), is less than $1 million, Mr. Honig will be paid the difference between
the aggregate excess value and $1 million at the time such sale is consummated.

     The unvested portion of Mr. Honig's options will immediately expire at his
termination of employment for any reason and the vested portion will expire one
year following the first anniversary of his termination of employment, unless
Mr. Honig has been terminated for cause, in which case the vested portion of his
options will expire immediately.

     Mr. Honig is also entitled to participate in all employee benefits plans
maintained by us, except the split dollar life insurance program, and other
benefits. In the case of termination by us without cause or by Mr. Honig for
good reason, Mr. Honig will receive his annual base salary and continued
benefits for the longer of (x) the date of his termination through April 15,
2004 or (y) one year following the date of his termination, plus any accrued but
unpaid bonus amounts. During and for two years after Mr. Honig's employment, Mr.
Honig has agreed that, without our written consent, he will not:

     - carry on, be engaged in, or have any financial interest in any business
       that competes with our business; or

     - solicit any person who was employed by us during the 12 months preceding
       such solicitation.

                                        71
Agreement with Mr. Frick.  On November 17, 1995, VSI entered into an
employment agreement with Mr. Frick. The agreement provides that Mr. Frick will
be employed by VSI as Chief Financial Officer until he resigns or is dismissed
by VSI for or without cause, as defined in the agreement. Mr. Frick's annual
base salary under the contract is $195,000, subject to annual review by VSI's
chief executive officer. Mr. Frick is also entitled to receive an annual bonus
pursuant to any management incentive compensation plan established by VSI. In
the case of termination of employment due to resignation, Mr. Frick will receive
his salary up to the 30th day following his resignation and any accrued but
unpaid bonus amounts. In the case of termination without cause by VSI, Mr. Frick
will receive a one-time payment of two times his annual base salary plus any
accrued but unpaid bonus amounts. During and for two years after his employment,
Mr. Frick has agreed not to:

     - solicit employees of VSI to cease such employment without the written
       consent of VSI; or

     - have any involvement in any capacity in any contract concessions business
       similar to that of VSI in those states in the United States in which VSI
       does business and over which Mr. Frick has had supervisory
       responsibility.

     Agreement with Ms. Steinmayer.  On September 29, 1998, we entered into an
employment agreement with Ms. Steinmayer. The agreement provides that Ms.
Steinmayer will be employed by us as Vice President, General Counsel and
Secretary at an annual base salary of $190,000, plus $250 per hour for each hour
that she works in excess of 24 hours per week, until the agreement is terminated
by us for or without cause, or by Ms. Steinmayer with or without good reason,
each as defined in the agreement. Ms. Steinmayer is entitled to an annual bonus
at the discretion of our board of directors and to participate in any executive
bonus plan and all employee benefits plans maintained by us. In the case of a
termination by us without cause or by Ms. Steinmayer for good reason, Ms.
Steinmayer will receive a one-time payment of an amount equal to two times her
annual compensation in the one-year period prior to the date of termination,
plus ancillary employee benefits. During and for two years after Ms.
Steinmayer's employment, she has agreed that, without our prior written consent,
she will not:

     - have any involvement in any enterprise which provides food services, as
       defined in the agreement, in any of the states in the United States in
       which we operate; or

     - solicit any of our employees to leave their employment.

SAVINGS PLAN

     We sponsor the Volume Services America Retirement and Savings 401(k) Plan,
a tax-qualified plan in which our employees who have reached age 21 and have
completed one year of service are eligible to participate. The following
employees are not eligible to participate in our 401(k) plan:

     - employees covered by a collective bargaining agreement;

     - nonresident aliens; and

     - leased employees.

     Subject to applicable limits imposed on tax-qualified plans, participants
in our 401(k) plan may elect to make pre-tax contributions of up to 16% of their
compensation each year. We make matching contributions equal to 25% of a
participant's contributions, up to the first 6% of the participant's earnings.
Our 401(k) plan also allows us, in the discretion of our board of directors, to
make additional matching contributions of up to a total of 50% of a
participant's contributions, up to the first 6% of the participant's earnings.
Participants become 100% vested with respect to matching contributions after two
years of service with us.

                                        72
DEFERRED COMPENSATION PLAN

     We also sponsor the Volume Services America Deferred Compensation Plan, a
non-tax-qualified plan in which employees may participate if such employees are:

     - members of a select group of highly compensated or management employees;
       or

     - selected by the plan's administrative committee as participants.

     Our Deferred Compensation Plan allows participants to elect to make pre-tax
deferrals of a portion of their annual base salary and bonuses, subject to
maximum and minimum percentage or dollar amount limitations determined by the
plan's administrative committee, the members of which are selected by our board
of directors. The Deferred Compensation Plan allows us, in the discretion of the
administrative committee, to make matching contributions with respect to
participants who elect to defer a portion of their annual base salary. A
participant's deferrals and matching contributions, if any, are credited to a
bookkeeping account and accrue earnings and losses as if held in certain
investments selected by the participant. Our Deferred Compensation Plan is
unfunded, and participants are unsecured general creditors of VSA as to their
accounts.

BONUS PLAN

     We maintain a bonus plan whereby general managers and senior management
personnel qualify for incentive payments in the event that we exceed certain
financial performance targets determined on an annual basis. Typically,
financial performance targets for us are based on attaining specified levels of
EBITDA, the attainment of which correspond to certain award pools.

     Individual awards are determined at the end of our fiscal year by
calculating each participant's weighted earnings. A participant's weighted
earnings are equal to his or her salary, excluding bonuses, special payments,
paid leaves of absence for illness or disability, and workman's compensation,
multiplied by a factor that corresponds to his or her salary grade. The
applicable award pool is divided among plan participants pro rata based on their
weighted earnings. Individual awards are paid to participants in lump sums as
soon as practicable after the end of the fiscal year, subject to withholding of
applicable federal, state and local taxes. Our CEO and Board of Directors have
the right to adjust or eliminate any incentive payment that would otherwise be
paid under the bonus plan based on such factors as they may determine in their
sole discretion. Our CEO and Board of Directors may also amend or cancel the
bonus plan at any time for any reason.

     We are currently reviewing our bonus plan and expect to adopt a revised
bonus plan for our fiscal year ending December 30, 2003.

LONG-TERM MANAGEMENT INCENTIVE PLAN

     We are in the process of evaluating a long-term management incentive plan.
The plan will be for key employees in the future to align their interests with
those of the stockholders. This plan may take one of several forms including
stock options, stock grants, dividend equivalents, and/or a performance-based
cash plan.

                                        73
PRINCIPAL STOCKHOLDERS

     The following table and accompanying footnotes show information regarding
the beneficial ownership of shares of our common stock and exchangeable
participating preferred stock before and after the completion of this offering
and show the number of and percentage owned by:

     - each person who is known by us to own beneficially more than 5% of either
       class of our capital stock;

     - each member of our board of directors;

     - each of our named executive officers; and

     - all members of our board of directors and our executive officers as a
       group.

     Except as indicated in the footnotes to this table, each person has sole
voting and investment power with respect to all shares attributable to such
person.
SHARES BENEFICIALLY OWNED
                                                                            AFTER THIS OFFERING
                                 SHARES BENEFICIALLY OWNED              ASSUMING NO EXERCISE OF THE
                                   PRIOR TO THIS OFFERING                  OVER-ALLOTMENT OPTION
                               ------------------------------   -------------------------------------------
                                                EXCHANGEABLE                    EXCHANGEABLE
                                               PARTICIPATING                   PARTICIPATING
                                  COMMON         PREFERRED         COMMON        PREFERRED
                                   STOCK           STOCK           STOCK           STOCK
                               -------------   --------------   ------------   --------------
NAME OF BENEFICIAL OWNER       NUMBER    %     NUMBER     %     NUMBER    %    NUMBER     %     AGGREGATE %
------------------------       ------   ----   -------   ----   ------   ---   -------   ----   -----------
Blackstone Management
  Associates II
  L.L.C.(1)(2)...............
Peter G. Peterson(1)(2)......
Stephen A. Schwarzman(1)(2)..  211.8    63.7%     0        0
BCP Volume L.P.(1)(2)........
Blackstone Capital Partners
  II Merchant Banking Fund
  L.P.(1)(2).................  157.0    47.2%     0        0
General Electric Capital
  Corporation(3)(4)..........
Recreational Services
  L.L.C.(3)(4)...............  120.8    36.3%     0        0
BCP Offshore Volume
  L.P.(1)(2).................
Blackstone Offshore Capital
  Partners II L.P.(1)(2).....   40.7    12.3%     0        0
VSI Management Direct
  L.P.(1)(5)(6)..............
VSI Management I,
  L.L.C.(1)(5)(6)............
Kenneth R. Frick(5)(6)(7)....   14.1     4.2%     0        0
David Blitzer(2).............      0       0%     0        0
John T. Dee(6)(7)............      0       0%     0        0
Lawrence E. Honig(6).........      0       0%     0        0
Howard A. Lipson(2)..........      0       0%     0        0
Janet L. Steinmayer(6)(7)....      0       0%     0        0
Peter F. Wallace(2)..........      0       0%     0        0
                               -----    ----     --       --    ------   --    ------     --        --
All directors and executive
  officers as a group (7
  persons)...................               %               %              %                %         %
                               =====    ====     ==       ==    ======   ==    ======     ==        ==
SHARES BENEFICIALLY OWNED
                                           AFTER THIS OFFERING
                                        ASSUMING EXERCISE OF THE
                                          OVER-ALLOTMENT OPTION
                               -------------------------------------------
                                               EXCHANGEABLE
                                              PARTICIPATING
                                  COMMON        PREFERRED
                                  STOCK           STOCK
                               ------------   --------------
NAME OF BENEFICIAL OWNER       NUMBER    %    NUMBER     %     AGGREGATE %
------------------------       ------   ---   -------   ----   -----------
Blackstone Management
  Associates II
  L.L.C.(1)(2)...............
Peter G. Peterson(1)(2)......
Stephen A. Schwarzman(1)(2)..
BCP Volume L.P.(1)(2)........
Blackstone Capital Partners
  II Merchant Banking Fund
  L.P.(1)(2).................
General Electric Capital
  Corporation(3)(4)..........
Recreational Services
  L.L.C.(3)(4)...............
BCP Offshore Volume
  L.P.(1)(2).................
Blackstone Offshore Capital
  Partners II L.P.(1)(2).....
VSI Management Direct
  L.P.(1)(5)(6)..............
VSI Management I,
  L.L.C.(1)(5)(6)............
Kenneth R. Frick(5)(6)(7)....
David Blitzer(2).............
John T. Dee(6)(7)............
Lawrence E. Honig(6).........
Howard A. Lipson(2)..........
Janet L. Steinmayer(6)(7)....
Peter F. Wallace(2)..........
                               ------   --    ------     --        --
All directors and executive
  officers as a group (7
  persons)...................             %                %
                               ======   ==    ======     ==        ==
---------------

(1) Blackstone Management Associates II L.L.C. is one of two managing members of
    VSI Management I, L.L.C. Blackstone Management Associates II is also the
    general partner of Blackstone Capital Partners II Merchant Banking Fund L.P.
    and the investment general partner of

                                        74
Blackstone Offshore Capital Partners II L.P. Blackstone Management
    Associates II thus exercises shared voting and dispositive power with
    respect to VSI Management I (see note (5)) and sole voting and dispositive
    authority with respect to Blackstone Capital Partners II Merchant Banking
    Fund and Blackstone Offshore Capital Partners II. Blackstone Capital
    Partners II Merchant Banking Fund is the general partner of BCP Volume L.P.
    and exercises sole voting and dispositive power with respect to its shares.
    Blackstone Offshore Capital Partners II is the general partner of BCP
    Offshore Volume L.P. and exercises sole voting and dispositive power with
    respect to its shares. VSI Management I is the general partner for VSI
    Management Direct L.P. and exercises sole voting and dispositive power with
    respect to its shares. Messrs. Peter G. Peterson and Stephen A. Schwarzman
    are members of Blackstone Management Associates II, which has or shares
    investment and voting control over the shares held or controlled by each of
    the foregoing entities. Each of these individuals disclaims beneficial
    ownership of such shares.

(2) The address of this stockholder is c/o Blackstone, 345 Park Avenue, New
    York, New York 10154.

(3) Recreational Services L.L.C. is a limited liability company, the managing
    member of which is General Electric Capital.

(4) The address of this stockholder is 201 High Ridge Road, Stamford,
    Connecticut 06927.

(5) VSI Management Direct L.P. is a limited partnership, the general partner of
    which is VSI Management I. The managing members of VSI Management I are
    Kenneth R. Frick, our Executive Vice President and Chief Financial Officer,
    and Blackstone Management Associates II, and they exercise shared voting and
    dispositive power over the shares owned by VSI Management Direct L.P.

(6) The address of this stockholder is c/o Volume Services, Inc., 201 East Broad
    Street, Spartanburg, South Carolina 29306.

(7) See "Related Party Transactions -- Management Ownership and Transactions
    with Management."

                                        75
RELATED PARTY TRANSACTIONS

     Tax Indemnity Agreement.  Service America ceased being a member of the
General Electric Company consolidated group, or the GE Consolidated Group, for
federal income tax purposes by reason of its acquisition by us in 1998.
Accordingly, Service America and General Electric Capital in January 1997
entered into a tax indemnity agreement. Under this agreement:

     - General Electric Capital agreed to indemnify Service America for, and
       became entitled to any refund of, all consolidated or combined federal,
       state and local income taxes payable while Service America was a member
       of the GE Consolidated Group; and

     - as authorized by the consolidated return Treasury Regulations, the GE
       Consolidated Group became entitled to re-attribute to itself the portion
       of Service America's net operating losses that did not exceed the amount
       of "disallowed losses," as defined in those regulations, which General
       Electric Capital realized in connection with the recapitalization of
       Service America effected in January 1997 by General Electric Capital and
       some members of Service America's management.

     Annual Fees.  Blackstone and General Electric Capital provide
administrative and management functions to us through monitoring agreements. We
have paid annual monitoring fees of $250,000 to BMP II, an affiliate of
Blackstone Management Associates II, and $167,000 to General Electric Capital.
The fees payable to BMP II and General Electric Capital have been accounted for
as an expense. We will not be paying these fees beginning in fiscal 2003
assuming consummation of this offering.

     Leasing Services.  General Electric Capital and its affiliates provided us
leasing and financing services during 2001 on arms'-length terms. Payments to
General Electric Capital and its affiliates during 2001, net of discounts
earned, were approximately $95,000. We also lease equipment from General
Electric Capital under a capital lease; payments to General Electric Capital
under this lease were approximately $225,000 in 2001.

     Management Ownership and Transactions with Management.  John T. Dee,
Kenneth R. Frick and Janet L. Steinmayer hold indirect ownership interests in us
through their limited partnership interests in VSI Management Direct and VSI
Management II. Before this offering, VSI Management Direct owned a 4.2%
ownership interest in us, and VSI Management II held a limited partnership
interest in each of BCP Volume and BCP Offshore Volume that, before this
offering, represented a right to receive 7% of distributions from each
partnership. VSI Management II's limited partnership interest in BCP Volume and
BCP Offshore Volume represents the right, under specified circumstances, to
receive up to 15% of the aggregate distributions from these partnerships. Before
this offering:

     - Mr. Dee owned a 6.8% limited partnership interest in VSI Management
       Direct and a 7.5% limited partnership interest in VSI Management II;

     - Mr. Frick owned a 7.4% limited partnership interest in VSI Management
       Direct, a 9.4% limited partnership interest in VSI Management II and a
       98% limited liability company interest in VSI Management I, which owns a
       1% general partnership interest in each of VSI Management Direct and VSI
       Management II; and

     - Ms. Steinmayer owned a 3.5% limited partnership interest in VSI
       Management Direct and a 3.9% limited partnership interest in VSI
       Management II.

     During 1999, 2000 and 2001, VSA loaned approximately $1,383,400 to VSI
Management Direct and VSI Management II. These loans are payable on demand and
accrue interest at the applicable federal rate. As of December 31, 2002,
approximately $1,175,000 remained outstanding under these loans. VSI Management
Direct and VSI Management II used the proceeds from these loans principally to
repurchase certain of their outstanding limited partnership interests from some
former members of management.

     VSI Management Direct and VSI Management II have also made loans to certain
members of the then-current management team of VSA to enable them to purchase
limited partnership interests in those partnerships. John T. Dee and Janet L.
Steinmayer are the only current executive officers who received

                                        76
such loans. Mr. Dee borrowed $384,696, and Ms. Steinmayer borrowed $200,363.
Interest on these loans accrues annually at the applicable federal rate. As of
December 31, 2002, Mr. Dee and Ms. Steinmayer had outstanding loans from the
partnerships in the amounts of $384,696 and $200,363, respectively. Interest on
these loans has been paid as it accrued.

     Upon completion of this offering, BCP Volume, BCP Offshore Volume, VSI
Management Direct and VSI Management II will distribute to their limited
partners the proceeds they receive, directly or indirectly, from this offering.
As a result, Messrs. Dee and Frick and Ms. Steinmayer will receive $     ,
$     , and $     , respectively, of the proceeds from this offering. Mr. Dee
and Ms. Steinmayer are then required, by the terms of their loans with VSI
Management Direct and VSI Management II, to use these funds to repay a portion
of those loans. VSI Management Direct and VSI Management II will in turn use
those funds to repay a portion of their borrowings under their loans with VSA.
Messrs. Dee and Frick and Ms. Steinmayer will have a   %,   % and   %,
respectively, ownership interest in us after this offering.

     In addition to the transactions with management described above, Lawrence
E. Honig borrowed $200,000 from VSA in April 2002 as a bridge loan on the sale
of his previous residence. This amount was repaid in full on July 30, 2002.

     Redemption of a Portion of the Existing Investors' Ownership Interest in
Us.  We will use a portion of the net proceeds from this offering to redeem a
portion of the existing investors' ownership interest in us. See "Use of
Proceeds."

     Registration Rights.  The existing investors and we will enter into a
registration rights agreement pursuant to which each existing investor will
have:

     - three demand registration rights in the aggregate relating to the shares
       of our common stock or IDSS held by the existing investor, subject to no
       more than three demand registration rights per year for the existing
       investors in the aggregate and subject to the requirement that the
       securities, including any piggyback securities, covered by each demand
       registration have an aggregate public offering price of at least $10
       million; and

     - an unlimited number of piggyback registration rights relating to the
       shares of our common stock or IDSS held by the existing investor,

in each case for as long as the existing investor beneficially owns more than 1%
of our outstanding shares of common stock or shares of our capital stock
exchangeable for or convertible into more than 1% of our outstanding shares of
common stock. If an existing investor exercises its demand registration rights,
we will file a registration statement or prospectus and undertake an offering in
the United States and/or Canada, as requested by the existing investor. The
registration rights are transferable by the existing investors. We have agreed
to pay all costs and expenses in connection with each such registration, except
underwriting discounts and commissions applicable to the securities sold by the
existing investors.

     Additional Agreements.  We and the existing investors will enter into an
agreement pursuant to which, to the extent not prohibited by law, rule,
regulation (including rules of any applicable securities exchange) or in any
case except as our counsel deems it inadvisable, if we do not have any director
affiliated with the existing investors, then an individual selected by
Blackstone Management Associates II or any affiliate it designates will have the
right to attend as a non-voting observer all meetings of our board of directors,
receive all information provided to our directors and consult with us with
respect to any matters as that individual may deem appropriate, so long as that
individual is acceptable to our board of directors acting reasonably and has
executed a non-disclosure and market stand-off agreement. However, our board of
directors may in its discretion exclude the observer from any board meetings.

                                        77
DESCRIPTION OF CERTAIN INDEBTEDNESS

NEW CREDIT FACILITY

     VSA intends to enter into a new credit facility with a syndicate of
financial institutions and CIBC World Markets Corp., as lead arranger and sole
bookrunner.

     We expect that the new credit facility will be available in two tranches.
The tranche A facility will be comprised of a revolving credit facility in a
total principal amount of up to $   million, including a swingline subfacility
in the aggregate amount of $     . The tranche B facility will be comprised of
senior secured notes in an aggregate principal amount of $     million.

     We expect that the tranche A facility will mature   years after the closing
of this offering and the tranche B facility will mature   years after the
closing of this offering.

     We expect that the new credit facility will have several features similar
to credit facilities of this nature, including but not limited to:

     Interest Rate and Fees.  We expect that borrowings will bear interest, at
our option, for the tranche A facility at either (a) U.S. Base Rate plus the
applicable margin, as defined below or (b) adjusted LIBOR plus the applicable
margin. We expect that a portion of the tranche B term loan will bear interest
at a floating rate similar to the tranche A facility and the remainder of the
tranche B term loan will bear interest at a rate per annum equal to the sum of
the U.S. Treasury rate corresponding to the weighted average life of the term
loan which will be fixed as of the closing date plus a spread to be determined.

     The applicable margin for the tranche A facility will be           .

     We also expect the new credit facility will provide payment to the lenders
of a commitment fee on any unused commitments under the tranche A facility equal
to      % per annum.

     Mandatory Prepayments.  We expect that the new credit facility will require
us to prepay outstanding loans under the tranche B facility with, subject to
certain conditions and exceptions,      % of the cash proceeds received by us
from any loss, damage, destruction or condemnation of or any sale, transfer or
other disposition of any assets,      % of the net cash proceeds form the
incurrence of any indebtedness by us and      % of the net proceeds of any
issuance or sale of equity by us.

     Voluntary Prepayments.  We expect that the new credit facility will provide
for voluntary prepayments of the tranche A and tranche B loans, subject to
certain conditions and restrictions.

     Covenants.  We expect that the new credit facility will require that we
meet certain financial tests, including, without limitation, the following
tests: a maximum net leverage ratio, a minimum fixed charge coverage ratio and a
total debt to book capitalization ratio.

     We also expect that our new credit facility will contain customary
covenants and restrictions, including, among others, limitations or prohibitions
on declaring dividends and other distributions, redeeming and repurchasing our
other indebtedness, loans and investments, additional indebtedness, liens,
sale-leaseback transactions, capital expenditures, recapitalizations, mergers,
acquisitions and asset sales and transactions with affiliates.

     Collateral.  We expect to give to the administrative agent on behalf of
each lender collateral consisting of, without limitation, a pledge of our
intercompany debt, 100% of the capital stock of our wholly-owned domestic
subsidiaries, 65% of the capital stock of certain of our wholly-owned foreign
subsidiaries and a security interest in certain assets of our subsidiaries that
are not foreign subsidiaries.

     Events of Default.  We expect that our new credit facility will specify
certain customary events of default.

VSA 11 1/4% SENIOR SUBORDINATED NOTES DUE 2009

     As of October 1, 2002, VSA had $100 million aggregate principal amount of
11 1/4% senior subordinated notes due 2009 outstanding. The closing of the
tender offer and consent solicitation is a condition to this offering. See
"Summary -- Tender Offer and Consent Solicitation."

                                        78
DESCRIPTION OF IDSS

GENERAL

     We are selling           IDSS in this offering. Each IDSS initially
represents, through the depositary arrangements:

     - one share of our common stock; and

     - $          aggregate principal amount of our   % subordinated notes.

     We will deposit our shares of common stock and our subordinated notes
underlying the IDSS with The Bank of New York, as depositary, under a deposit
agreement among ourselves, the depositary and all registered holders and
beneficial owners of IDSS.

     The depositary's office at which the IDSS will be administered is located
at 101 Barclay Street, New York, New York 10286.

     The depositary or its nominee will actually be the registered owner of the
shares of our common stock and subordinated notes underlying the IDSS. Holders
of IDRs will have the rights set forth in the deposit agreement. The deposit
agreement also sets out the rights and obligations of the depositary. New York
law governs the deposit agreement. The IDSS will be available in book-entry form
only. As discussed below under "-- Book-entry settlement and clearance," a
nominee of the book-entry clearing system will be the sole registered holder of
the IDSS. That means you will not be a registered holder of IDSS or be entitled
to receive a certificate evidencing your IDSS. You must rely on the procedures
used by your broker or other financial institution that will maintain your
book-entry position to receive the benefits and exercise the rights of a holder
of IDSS that are described below. You should consult with your broker or
financial institution to find out what those procedures are.

     The following is a summary of the material terms of the deposit agreement.
Because it is a summary, it does not contain all the information that may be
important to you. For more complete information, you should read the entire form
of deposit agreement, which is filed as an exhibit to the registration statement
of which this prospectus forms a part.

PAYMENTS OF INTEREST, DIVIDENDS AND OTHER DISTRIBUTIONS

     The depositary will distribute to IDSS holders all cash dividends, interest
or other distributions received by it in respect of the shares of our common
stock or subordinated notes held by it. It will distribute only whole U.S.
dollars and cents and will round fractional cents to the nearest whole cent.
IDSS holders will receive these distributions in proportion to the number of
shares of common stock and aggregate principal amount of subordinated notes
underlying their IDSS. IDSS holders will receive those payments after the
depositary receives them.

                                        79
DEPOSIT, WITHDRAWAL AND CANCELLATION

     At any time after 180 days following the date of this prospectus, IDSS
holders may surrender their IDSS and, upon payment of applicable fees and
expenses by us, receive delivery of the securities underlying those IDSS. The
depositary will deliver IDSS upon payment of applicable fees and expenses by us,
if you or your broker deposits the number of shares of common stock and the
aggregate principal amount of subordinates notes that will be represented by any
integral number of IDSS. See "-- Book-Entry Settlement and Clearance" below for
more information on the method by which delivery and surrender of IDSS and
delivery of shares of common stock and our subordinated notes will be effected.

     The depositary may temporarily delay the surrender of IDSS for the purpose
of withdrawal of deposited securities if:

     - we have closed our transfer books or the depositary has closed its
       transfer books in connection with voting at a stockholders' meeting or
       the payment of dividends;

     - when you or other holders seeking to withdraw underlying securities owe
       money to pay fees, taxes and similar charges; or

     - the depositary needs to do so to comply with any U.S. or foreign laws or
       governmental regulations relating to the IDRs or the underlying
       securities.

     This right of withdrawal is not limited by any other provision of the
deposit agreement.

     A holder of IDSS that wishes to exercise the right to cause us to
repurchase the subordinated notes underlying that holder's IDSS in connection
with a change of control of our company must surrender those IDSS and receive
delivery of the underlying securities in order to exercise that right.

VOTING RIGHTS

     After receiving voting materials from us, the depositary will, upon our
written request, notify the IDSS holders of any stockholders' meeting or
solicitation of consents or proxies. This notice will describe how IDSS holders
may instruct the depositary to exercise the voting rights for the underlying
securities. For instructions to be valid, the depositary must receive them on or
before the date specified. The depositary will vote or have its agents vote the
underlying securities as IDSS holders instruct. The depositary will vote only as
IDSS holders instruct. The depositary will not itself exercise any voting
discretion. Neither the depositary nor its agents are responsible for any
failure to carry out any voting instructions, for the manner in which any vote
is cast or for the effect of any vote.

BOOKS OF DEPOSITARY

     The depositary will maintain facilities to record and process the issuance,
cancellation, combination, split-up and registration of transfer of IDSS. These
facilities may be closed from time to time, to the extent not prohibited by law.

FEES AND EXPENSES

     We will pay all charges and expenses of the depositary and any agent of the
depositary pursuant to agreements from time to time between us and the
depositary.

                                        80
PAYMENT OF TAXES

     IDSS holders must pay any tax or other governmental charge payable by the
depositary on any IDSS, deposited security or distribution. If an IDSS holder
owes any tax or other governmental charge in respect of their ownership of IDSS
or the underlying securities, the depositary may (1) deduct the amount thereof
from any cash distributions or (2) sell deposited securities and deduct the
amount owing from the net proceeds of that sale. If any tax or governmental
charge is unpaid, the depositary may also refuse to effect any registration,
registration of transfer, split-up or combination of IDSS or withdrawal of
deposited securities.

AMENDMENT AND TERMINATION

     We may agree with the depositary to amend the deposit agreement without
your consent for any reason. However, any amendment which materially and
adversely alters the rights of the IDSS holders will not be effective unless the
amendment has been approved by the holders of at least a majority of the IDSS
which are then outstanding under the deposit agreement. In addition, any
amendment that would adversely affect a holder's right to surrender IDSS for the
purpose of withdrawal of the underlying securities will require a unanimous
vote.

     We will instruct the depositary to terminate the deposit agreement, and
upon receipt of that instruction the depositary will terminate the deposit
agreement if all the subordinated notes have been redeemed or repurchased or all
principal and interest on the subordinated notes has been paid at maturity.

     The depositary will terminate the deposit agreement if:

     - the depositary receives notice from us or the trustee for the
       subordinated notes of an event of default under the subordinated notes;
       or

     - at least 60 days have passed since the depositary notified us that it
       wishes to resign as depositary and no successor depositary appointed by
       us has accepted its appointment.

     The depositary will give notice to the holders of the IDRs at least 30 days
prior to the date fixed for termination of the deposit agreement.

     After termination of the deposit agreement, the depositary and its agents
will do the following under the deposit agreement but nothing else: (1) collect
distributions on the deposited securities and (2) deliver underlying securities
upon surrender of IDSS and upon payment of its fees and any applicable taxes and
expenses by us. Ninety days after termination, the depositary may sell any
remaining underlying securities by public or private sale. After that, the
depositary will hold the money it received on the sale, as well as any other
cash it is holding under the deposit agreement for the pro rata benefit of the
holders that have not surrendered their IDRs. It will not invest the money and
has no liability for interest. The depositary's only obligations will be to
account for the money and other cash. After termination, our only obligations
will be to indemnify the depositary and to pay fees and expenses of the
depositary that we agreed to pay.

RESIGNATION AND REMOVAL OF DEPOSITARY

     The depositary may resign at any time by notifying us of its election to do
so, and we may remove the depositary upon at least 120 days' prior notice of our
election to do so. Any such resignation or removal will take effect only upon
the appointment of a successor depositary and its acceptance of the appointment.

                                        81
LIMITATIONS ON OBLIGATIONS AND LIABILITY

     The deposit agreement expressly limits our obligations and the obligations
of the depositary. It also limits our liability and the liability of the
depositary. We and the depositary:

     - are only obligated to take the actions specifically set forth in the
       deposit agreement without gross negligence or bad faith;

     - are not liable if either of us is prevented or delayed by law or
       circumstances beyond our control from performing, or if it is impractical
       to perform, our obligations under the deposit agreement;

     - are not liable if either of us exercises discretion permitted under the
       deposit agreement;

     - have no obligation to become involved in a lawsuit or other proceeding
       related to the IDSS or the deposit agreement on your behalf or on behalf
       of any other party; and

     - may rely upon any documents we believe in good faith to be genuine and to
       have been signed or presented by the proper party.

     In the deposit agreement, we agree to indemnify the depositary for acting
as depositary, except for losses caused by the depositary's own gross negligence
or bad faith, and the depositary agrees to indemnify us for losses resulting
from its gross negligence or bad faith.

     The depositary will not be responsible for failing to carry out
instructions to vote the underlying securities or for the manner in which the
underlying securities are voted or the effect of the vote.

     The depositary may own and deal in deposited securities and in IDSS.

REQUIREMENTS FOR DEPOSITARY ACTIONS

     Before the depositary will deliver or register a transfer of IDSS, make a
distribution on IDSS, or permit withdrawal of underlying securities, the
depositary may require:

     - payment of stock transfer or other taxes or other governmental charges
       and transfer or registration fees charged by third parties for the
       transfer of any shares or other deposited securities;

     - satisfactory proof of the identity and genuineness of any signature or
       other information it deems necessary; and

     - compliance with regulations it may establish, from time to time,
       consistent with the deposit agreement, including presentation of transfer
       documents

     The depositary may refuse to deliver IDSS or register transfers of IDSS
generally when the transfer books of the depositary or our transfer books are
closed.

MISCELLANEOUS

     Upon our written request, the depositary will forward to the IDSS holders
all reports and communications it receives from us and which we are required or
otherwise determine to furnish to holders of the underlying securities.

BOOK-ENTRY SETTLEMENT AND CLEARANCE

     Book-entry procedures for IDSS.  We intend to apply to The Depository Trust
Company, known as DTC, for acceptance of the IDSS into DTC's book-entry
settlement system. If the IDSS are eligible for book-entry settlement with DTC
and unless otherwise required by law, a single global IDSS certificate
evidencing all the IDSS will be issued and registered in the name of Cede & Co.
as DTC's nominee. The global IDSS Certificate will be held by the depositary, as
custodian for DTC. Beneficial interests in the global IDSS Certificate will be
credited to the accounts of direct or indirect DTC participants, including the
Canadian Depository for Securities Limited, known as CDS. Investors who purchase
IDSS in the Canadian offering will hold the IDSS through the DTC participant
account maintained by CDS and will

                                        82
receive only a customer confirmation from the registered dealer which is a CDS
participant and from or through which the IDSS are purchased.

     All interests in the global IDSS certificate will be subject to the
operations and procedures of DTC and CDS. We provide the following summaries of
those operations and procedures solely for the convenience of investors. The
operations and procedures of each settlement system are controlled by that
settlement system and may be changed at any time. We are not responsible for
those operations or procedures.

     DTC has advised us as follows: DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of the New York State Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code and a "clearing agency" registered under Section 17A of the
Securities Exchange Act of 1934. DTC was created to hold securities for its
participants and to facilitate the clearance and settlement of securities
transactions between its participants through electronic book-entry changes to
the accounts of its participants. DTC's participants include securities brokers
and dealers, including the underwriters, banks and trust companies, clearing
corporations and other organizations. Indirect access to DTC's system is also
available to others such as banks, brokers, dealers and trust companies. These
indirect participants clear through or maintain a custodial relationship with a
DTC participant, either directly or indirectly. Investors who are not DTC
participants may beneficially own securities held by or on behalf of DTC only
through DTC participants or indirect participants in DTC.

     So long as DTC's nominee is the registered owner of the global IDSS
certificate, that nominee will be considered the sole owner or holder of the
IDSS evidenced by the global IDSS certificate for all purposes under the deposit
agreement. Except as provided below, owners of beneficial interests in the
global IDSS certificate:

     - will not be entitled to have IDSS evidenced by the global IDSS
       certificate registered in their names;

     - will not receive or be entitled to receive a separate IDSS certificate
       evidencing IDSS; and

     - will not be considered the owners or holders of the IDSS under the
       deposit agreement for any purpose, including with respect to the giving
       of any direction, instruction or approval to the depositary under the
       deposit agreement.

     As a result, each investor who owns a beneficial interest in the global
IDSS certificate must rely on the procedures of DTC to exercise any rights of a
holder of IDSS under the deposit agreement (and, if the investor is not a
participant in DTC, on the procedures of the DTC participant through which the
investor owns its interest). The laws of some states require that certain
persons take physical delivery of securities in definitive form. Consequently,
the ability to transfer a beneficial interest in the global IDSS certificate to
such persons may be limited.

     Payments of distributions with respect to the IDSS evidenced by the global
IDSS certificate will be made by the depositary to DTC's nominee as the
registered holder of the global IDSS certificate. Neither we nor the depositary
will have any responsibility or liability for the payment of amounts to owners
of beneficial interests in the global IDSS certificate, for any aspect of the
records relating to or payments made on account of those interests by DTC or for
maintaining, supervising or reviewing any records of DTC relating to those
interests.

     Payments by participants and indirect participants in DTC to the owners of
beneficial interests in the global IDSS certificate will be governed by standing
instructions and customary industry practice and will be the responsibility of
those participants or indirect participants and DTC.

     Transfers between participants in DTC will be effected under DTC's
procedures and will be settled in same-day funds. Transfers between participants
in CDS will be effected in the ordinary way under the rules and operating
procedures of CDS.

                                        83
Cross-market transfers between DTC participants, on the one hand, and CDS
participants, on the other hand, will be effected within DTC through the DTC
participant that is acting as depositary for CDS. To deliver or receive an
interest in the global IDSS certificate held in a CDS account, an investor must
send transfer instructions to CDS under the rules and procedures of that system
and within the established deadlines of that system. If the transaction meets
its settlement requirements, CDS will send instructions to its DTC depositary to
take action to effect final settlement by delivering or receiving interests in
the global IDSS in DTC and making or receiving payment under normal procedures
for same-day funds settlement applicable to DTC. CDS participants may not
deliver instructions directly to the DTC depositary that is acting for CDS.

     DTC and CDS have agreed to the above procedures to facilitate transfers of
interests in the global IDR among participants in those settlement systems.
However, the settlement systems are not obligated to perform these procedures
and may discontinue or change these procedures at any time. Neither we nor the
depositary will have any responsibility for the performance by DTC or CDS or
their direct or indirect participants of their obligations under the rules and
procedures governing their operations.

     Book-entry procedures for our subordinated notes and common stock.  The
subordinated notes and shares of our common stock will be represented by one or
more global notes and global stock certificates, respectively. The global notes
will be deposited upon issuance with the trustee, as custodian for DTC, and
registered in the name of Cede & Co. as DTC's nominee. The global stock
certificates will be deposited upon issuance with the transfer agent of our
common stock, as custodian for DTC, and registered in the name of Cede & Co. as
DTC's nominee. Beneficial interests in the global notes and global stock
certificates, respectively, will be credited to the accounts of direct or
indirect DTC participants, which initially will be The Bank of New York, as the
depositary for the IDSS. All interests in the global notes and global stock
certificates will be subject to the operations and procedures of DTC as
described above.

     Separate IDSS and subordinated notes and stock certificates.  Separate IDSS
certificates will be issued and delivered to each person that DTC identifies as
a beneficial owner of the relevant IDSS only if:

     - DTC notifies us at any time that it is unwilling or unable to continue as
       depositary for the IDSS, and a successor depositary is not appointed
       within 90 days; or

     - DTC ceases to be registered as a clearing agency under the Securities
       Exchange Act of 1934 and a successor depositary is not appointed within
       90 days.

     Separate certificates evidencing the subordinated notes or shares of common
stock will be issued and delivered to each person that DTC identifies as a
beneficial owner of such securities only if:

     - DTC notifies us at any time that it is unwilling or unable to continue as
       depositary for our subordinated notes or our common stock, as the case
       may be, and a successor depositary is not appointed within 90 days;

     - DTC ceases to be registered as a clearing agency under the Securities
       Exchange Act of 1934 and a successor depositary is not appointed within
       90 days; or

     - in the case of the subordinated notes, certain other events provided in
       the indenture and our certificate of incorporation should occur.

     Book-entry delivery and surrender of IDSS.  To withdraw securities
underlying your IDSS, you must, directly or through your broker or other
financial intermediary, instruct DTC to deliver the applicable number of IDSS to
the account of the depositary and separately notify the depositary that you are
surrendering those IDSS for the purpose of withdrawal, and instruct the
depositary where to deliver the securities underlying those IDSS. Corresponding
procedures will need to be followed in order to deposit shares of our common
stock and subordinated notes for the purposes of issuance of IDSS.

                                        84
DESCRIPTION OF SUBORDINATED NOTES

     The following is a description of the terms of the indenture under which
our subordinated notes will be issued, a copy of the form of which has been
filed with the Commission as an exhibit to the registration statement of which
this prospectus is a part.

GENERAL

     The subordinated notes are to be issued under an indenture, to be dated as
of           , 2003 (the "Indenture"), among us, the subsidiary guarantors and
          , as Trustee (the "Trustee").

     The following summary of certain provisions of the Indenture and the
subordinated notes does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Indenture,
including the definitions of certain terms therein and those terms made a part
thereof by the Trust Indenture Act of 1939, as amended. Capitalized terms used
in this "Description of Subordinated Notes" section and not otherwise defined
have the meanings set forth in the section "-- Certain Definitions."

     The Indenture will provide for the issuance of an unlimited aggregate
principal amount of additional subordinated notes having identical terms and
conditions to the subordinated notes offered hereby (the "Additional Notes"),
subject to compliance with the covenants contained in the Indenture. Any
Additional Notes will be part of the same issue as the subordinated notes
offered hereby and will vote on all matters with the subordinated notes offered
hereby.

     The Notes will be issued only in fully registered form, without coupons.

TERMS OF THE NOTES

     The Notes will be unsecured subordinated obligations of the Company and
will mature on           , 2013. The Company may extend the maturity of the
Notes for two additional successive five-year terms if, during a period of
          ending      days prior to the end of the then-current term, our ratio
of Adjusted EBITDA to interest expense is equal to or greater than      and
provided that:

          (i) no Event of Default (including certain events of bankruptcy,
     insolvency or reorganization of the Company or a significant subsidiary)
     has occurred and is continuing with respect to the Notes;

          (ii) no event of default has occurred and is continuing with respect
     to any other Indebtedness of the Company; and

          (iii) there is no interest due but unpaid on the Notes or any other
     Indebtedness of the Company, other than trade payables up to an aggregate
     amount of $       .

     Within 30 days prior to the maturity of the Notes, the Company will use its
reasonable efforts to list or quote the outstanding shares of its common stock
on the securities exchange(s) or automated securities quotation system(s), if
any, on which the IDSS will then be listed or quoted, in addition to any other
securities exchange on which the common stock is then listed.

     The Notes will bear interest at a rate per annum of   % from           ,
     or from the most recent date to which interest has been paid or provided
for, payable monthly to Holders of record at the close of business on the   day
of each month, commencing           , 2003.

     If and for so long as the Company's ratio of Adjusted EBITDA to interest
expense for the twelve-month period ended on the last day of any fiscal quarter
is at or below           , the Company must defer interest payments on the
Notes, as long as no Event of Default (including certain events of bankruptcy,
insolvency or reorganization of the Company or a Significant Subsidiary) has
occurred and is continuing with respect to the Notes.

     Interest payments on the Notes will not be deferred for more than 24 months
in the aggregate or at any time after the earlier of        , 2008 or the
termination of the new credit facility. Deferred interest on

                                        85
the Notes will bear interest at a rate per annum of   %. At the end of each
interest deferral period, the Company must pay all deferred interest on the
Notes in full. During any interest deferral period, the Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any Restricted Payment.

OPTIONAL REDEMPTION

     The Notes will not be redeemable at the option of the Company prior to
          , 2008. Thereafter, the Notes will be redeemable, at the Company's
option, in whole or in part upon not less than 30 nor more than 60 days' prior
notice mailed by first-class mail to each Holder's registered address, at a
redemption price of   % of the principal amount of the Notes being redeemed,
plus accrued and unpaid interest to the redemption date, subject to the rights
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date.

SELECTION

     In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which such Notes are
listed, or if such Notes are not so listed, on a pro rata basis, by lot or by
such other method as the Trustee shall deem fair and appropriate (and in such
manner as complies with the applicable legal requirements). If any Note is to be
redeemed in part only, the notice of redemption relating to such Note shall
state the portion of the principal amount thereof to be redeemed. A new Note in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Note. On and after
the redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption, so long as the Company has deposited with the depositary
funds sufficient to pay the principal of, plus accrued and unpaid interest on,
the Notes to be redeemed.

RANKING

     The indebtedness evidenced by the Notes will be unsecured subordinated
indebtedness of the Company, will be subordinated in right of payment, as set
forth in the Indenture, to all existing and future Senior Indebtedness of the
Company and will rank pari passu in right of payment with all existing and
future Pari Passu Indebtedness of the Company. The Notes will also be
effectively subordinated to any Secured Indebtedness of the Company to the
extent of the value of the assets securing such Indebtedness. However, payment
from the money or the proceeds of U.S. Government Obligations held in any
defeasance trust described under "-- Defeasance" below is not subordinated to
any Senior Indebtedness or subject to the restrictions described herein.

     The indebtedness evidenced by the Guarantees will be unsecured subordinated
indebtedness of the applicable Guarantor, will be subordinated in right of
payment, as set forth in the Indenture, to all existing and future Senior
Indebtedness of such Guarantor and will rank pari passu in right of payment with
all existing and future Pari Passu Indebtedness of such Guarantor. The
Guarantees will also be effectively subordinated to any Secured Indebtedness of
the applicable Guarantor to the extent of the value of the assets securing such
Indebtedness.

     As of October 1, 2002, on a pro forma basis, (i) the Company would have had
no Senior Indebtedness outstanding, (ii) the Company would have had no Pari
Passu Indebtedness outstanding other than the Notes, (iii) the Guarantors would
have had no Senior Indebtedness outstanding, exclusive of guarantees under the
new credit facility, all of which would have been secured indebtedness, (iv) the
Guarantors would have had $     million aggregate principal amount of Pari Passu
Indebtedness outstanding, other than the Guarantees and (v) the Non-Guarantor
Subsidiaries would have had total liabilities, excluding liabilities owed to us,
of $     million. Although the Indenture will contain limitations on the amount
of additional Indebtedness which the Company, the Guarantors and the
Non-Guarantor Subsidiaries may Incur, under certain circumstances the amount of
such Indebtedness could be substantial

                                        86
and, in any case, such Indebtedness may be Senior Indebtedness. See
"-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock" below.

     As a holding company, the Company has no operations and, therefore, is
dependent on the cash flow of its subsidiaries and other entities to meet its
own obligations, including the payment of interest and principal obligations on
the Notes when due. As of October 1, 2002, on a pro forma basis the total
liabilities of the Company's subsidiaries were approximately $     million,
including trade payables. Although the Indenture will limit the Incurrence of
Indebtedness by and the issuance of Preferred Stock of certain of the Company's
subsidiaries, such limitation is subject to a number of significant
qualifications.

     "Senior Indebtedness" with respect to the Company or any Guarantor means
all indebtedness of the Company or such Guarantor, including interest thereon
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company or any Subsidiary of
the Company whether or not a claim for post-filing interest is allowed in such
proceeding) and other amounts (including fees, expenses, reimbursement
obligations under letters of credit and indemnities) owing in respect thereof,
whether outstanding on the Issue Date or thereafter Incurred, unless in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such obligations are not superior in right of
payment to the Notes or such Guarantor's Guarantee, as applicable; provided,
however, that Senior Indebtedness shall not include, as applicable, (i) any
obligation of the Company to any Subsidiary of the Company or of such Guarantor
to the Company or any other Subsidiary of the Company, (ii) any liability for
Federal, state, local or other taxes owed or owing by the Company or such
Guarantor, (iii) any accounts payable or other liability to trade creditors
arising in the ordinary course of business (including guarantees thereof or
instruments evidencing such liabilities), (iv) any Indebtedness or obligation of
the Company or such Guarantor which is Pari Passu Indebtedness, (v) any
obligations with respect to any Capital Stock, and (vi) any Indebtedness
Incurred in violation of the Indenture.

     Only Senior Indebtedness or Secured Indebtedness of the Company or a
Guarantor will rank senior to the Notes or the relevant Guarantee in accordance
with the provisions of the Indenture. The Notes and each Guarantee will in all
respects rank pari passu with all other Pari Passu Indebtedness of the Company
and the relevant Guarantor, respectively.

     The Company may not pay principal of, premium (if any) or interest on, the
Notes or make any deposit pursuant to the provisions described under
"-- Defeasance" below and may not otherwise purchase, redeem or otherwise retire
any Notes (except that Holders may receive and retain (a) Permitted Junior
Securities and (b) payments made from the trust described under "-- Defeasance"
below so long as, on the date or dates the respective amounts were paid into the
trust, such payments were made with respect to the Notes without violating the
subordination provisions described herein) (collectively, "pay the Notes") if
(i) a default in the payment of the principal of, premium, if any, or interest
on any Designated Senior Indebtedness occurs and is continuing or any other
amount owing in respect of any Designated Senior Indebtedness is not paid when
due, or (ii) any other default on Designated Senior Indebtedness occurs and the
maturity of such Designated Senior Indebtedness is accelerated in accordance
with its terms unless, in either case, the default has been cured or waived and
any such acceleration has been rescinded or such Designated Senior Indebtedness
has been paid in full. However, the Company may pay the Notes without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Designated Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) of the
immediately preceding sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the second preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or upon the expiration of any applicable grace
periods, the Company may not pay the Notes for a period (a "Payment Blockage
Period") commencing upon the receipt by the Trustee (with a copy to the Company)
of written notice (a "Blockage Notice") of such default from the Representative
of the Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and ending 179 days thereafter (or earlier if such Payment
Blockage

                                        87
Period is terminated (i) by written notice to the Trustee and the Company from
the Person or Persons who gave such Blockage Notice, (ii) by repayment in full
of such Designated Senior Indebtedness or (iii) because the default giving rise
to such Blockage Notice is no longer continuing). Notwithstanding the provisions
described in the immediately preceding sentence (but subject to the provisions
contained in the first sentence of this paragraph and in the succeeding
paragraph), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, the Company may resume payments on the Notes after the end
of such Payment Blockage Period. Not more than one Blockage Notice may be given
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness during such period. However, if any
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness other than the Bank Indebtedness, the
Representative of the Bank Indebtedness may give one additional Blockage Notice
within such period. In no event, however, may the total number of days during
which any Payment Blockage Period or Periods is in effect exceed 179 days in the
aggregate during any 360 consecutive day period. For purposes of this provision,
no default or event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

     Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation or dissolution or reorganization of or similar proceeding
relating to the Company or its property, the holders of Senior Indebtedness will
be entitled to receive payment in full of the Senior Indebtedness before the
Noteholders are entitled to receive any payment, and until the Senior
Indebtedness is paid in full, any payment or distribution to which Noteholders
would be entitled but for the subordination provisions of the Indenture will be
made to holders of the Senior Indebtedness as their interests may appear (except
that Holders of Notes may receive and retain (i) Permitted Junior Securities,
and (ii) payments made from the trust described under "-- Defeasance" so long
as, on the date or dates the respective amounts were paid into the trust, such
payments were made with respect to the Notes without violating the subordination
provisions described herein). If a distribution is made to Noteholders that due
to the subordination provisions of the Indenture should not have been made to
them, such Noteholders are required to hold it in trust for the holders of
Senior Indebtedness and pay it over to them as their interests may appear.

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representative) of the acceleration. If any
Designated Senior Indebtedness is outstanding, the Company may not pay the Notes
until five Business Days after such holders or the Representative of the
Designated Senior Indebtedness receive notice of such acceleration and,
thereafter, may pay the Notes only if the subordination provisions of the
Indenture otherwise permit payment at that time.

     By reason of such subordination provisions contained in the Indenture, in
the event of insolvency, creditors of the Company who are holders of Senior
Indebtedness may recover more, ratably, than the Noteholders.

     The Indenture will contain substantially similar subordination provisions
relating to each Guarantor's obligations under its Guarantee.

FOREBEARANCE PERIODS

     As long as any Designated Senior Indebtedness is outstanding, for a period
(a "Forebearance Period") beginning on the date of the occurrence of an Event of
Default and ending on the earliest of (x) 179 days after the commencement of
such period, (y) the date on which such Event of Default and any other Event of
Default that occurred during the Forebearance Period, shall cease to exist or
(z) the date the holders of Designated Senior Indebtedness accelerate the
Designated Senior Indebtedness or

                                        88
begin to exercise their rights with respect to collateral therefor, no Holder of
the Notes or the Trustee shall, without the prior written consent of the
Representative of the Designated Senior Indebtedness, accelerate the maturity of
the Notes or commence any action, suit or proceeding to enforce any claims,
rights, demands, causes of action, liabilities, or suits, of any kind
whatsoever, whether known or unknown, that have been, could have been, or in the
future might be asserted by the Holders of the Notes based upon, arising out of,
or in any way relating to, the Notes (each, an "Enforcement Action"); provided
that upon the termination of a Forebearance Period, no Holder may take any
Enforcement Action until the earlier of (x) five Business Days after such
Holders of the Notes, or the Trustee acting on their behalf, shall have given
prior written notice to the Representative of the Designated Senior Indebtedness
of their intention to accelerate and exercise any other remedies, which notice
may be given no earlier than 15 Business Days prior to the end of the
Forebearance Period, and shall be effective no earlier than the later of (i)
five Business Days after the date such notice is given, or (ii) the first
Business Day immediately following the end of the Forebearance Period or (y) the
date on which the holders of Designated Senior Indebtedness have accelerated the
Designated Senior Indebtedness; provided, further, that no Forebearance Period
may commence during the pendency of, or within 179 days after termination of,
any other Forebearance Period and in no event shall a Forebearance Period extend
beyond 179 days from the date of the occurrence of any Event of Default and
there must be a 181 consecutive day period in each 360 consecutive day period
during which no Forebearance Period is in effect. No single Event of Default may
serve as the basis for more than one Forebearance Period, other than an Event of
Default that has been cured or waived or otherwise ceased to exist for a period
of 90 consecutive days; no Event of Default in existence on the commencement of
a Forebearance Period shall serve as the basis for any subsequent Forebearance
Period, whether or not within a period of 360 consecutive days, unless such
Event of Default shall have been cured or waived or otherwise ceased to exist
for a period of 90 consecutive days; and during any 360-day period there shall
not be more than one Forebearance Period.

     The Indenture will contain substantially similar subordination provisions
relating to each Guarantor's obligations under its Guarantee.

GUARANTEES

     Each of the Company's direct and indirect Wholly Owned Subsidiaries
organized under the laws of any state of the United States of America on the
Issue Date and certain future Subsidiaries of the Company (as described below),
as primary obligors and not merely as sureties, will jointly and severally
irrevocably and unconditionally guarantee on an unsecured subordinated basis the
performance and punctual payment when due, whether at Stated Maturity, by
acceleration or otherwise, of all obligations of the Company under the Indenture
and the Notes, whether for payment of principal of, premium, if any, or interest
on the Notes, expenses, indemnification or otherwise (all such obligations
guaranteed by such Guarantors being herein called the "Guaranteed Obligations").
Such Guarantors will agree to pay, in addition to the amount stated above, any
and all expenses (including reasonable counsel fees and expenses) Incurred by
the Trustee or the Holders in enforcing any rights under the Guarantees. Each
Guarantee will be limited in amount to an amount not to exceed the maximum
amount that can be guaranteed by the applicable Guarantor without rendering the
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally. After the Issue Date, the Company
will cause each Restricted Subsidiary organized under the laws of the United
States of America or any state or territory thereof that Incurs Indebtedness or
issues shares of Disqualified Stock or Preferred Stock to execute and deliver to
the Trustee a supplemental indenture pursuant to which such Restricted
Subsidiary will guarantee, payment of the Notes. See "-- Future Guarantors"
below.

     Each Guarantee is a continuing guarantee and shall (i) remain in full force
and effect until payment in full of all the Guaranteed Obligations, (ii) be
binding upon each such Guarantor and its successors, and (iii) inure to the
benefit of and be enforceable by the Trustee, the Holders and their successors,
transferees and assigns.

                                        89
CHANGE OF CONTROL

     Upon the occurrence of any of the following events (each, a "Change of
Control"), each Holder will have the right to require the Company to repurchase
all or any part of such Holder's Notes at a purchase price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date): (i) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the Company's assets to any person
or group (as such term is used in Section 13(d)(3) of the Exchange Act), (ii)
the adoption of a plan relating to the liquidation or dissolution of the
Company, (iii) the acquisition by any person or group (as such term is used in
Section 13(d)(3) of the Exchange Act) of a direct or indirect interest in more
than 50% of the ownership of the Company, or the voting power of the voting
stock of the Company, by way of purchase, merger or consolidation or otherwise
(other than a creation of a holding company that does not involve a change in
the beneficial ownership of the Company as a result of such transaction), (iv)
the merger or consolidation of the Company with or into another Person or the
merger of another Person into the Company with the effect that immediately after
such transaction the stockholders of the Company immediately prior to such
transaction hold, directly or indirectly, less than 50% of the total voting
power of all securities generally entitled to vote in the election of directors,
managers, or trustees of the Person surviving such merger or consolidation, in
each case other than creation of a holding company that does not involve a
change in the beneficial ownership of the Company as a result of such
transaction or (v) the first day on which a majority of the members of the Board
of Directors of the Company are not Continuing Directors.

     In the event that at the time of such Change of Control the terms of the
Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this
covenant, then prior to the mailing of the notice to Holders provided for in the
immediately following paragraph but in any event within 30 days following any
Change of Control, the Company shall (i) repay in full all Bank Indebtedness or
offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of
each lender who has accepted such offer or (ii) obtain the requisite consent
under the agreements governing the Bank Indebtedness to permit the repurchase of
the Notes as provided for in the immediately following paragraph.

     Within 30 days following any Change of Control, unless the Company has
exercised its right to redeem the Notes as described under "-- Optional
Redemption", the Company shall mail a notice (a "Change of Control Offer") to
each Holder with a copy to the Trustee stating: (1) that a Change of Control has
occurred and that such Holder has the right to require the Company to purchase
such Holder's Notes at a purchase price in cash equal to 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of Holders of record on a record date to receive
interest on the relevant interest payment date); (2) the circumstances and
relevant facts and financial information regarding such Change of Control; (3)
the repurchase date (which shall be no earlier than 30 days nor later than 60
days from the date such notice is mailed); and (4) the instructions determined
by the Company, consistent with this covenant, that a Holder must follow in
order to have its Notes purchased.

     The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     The Company will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of Notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Indenture by virtue thereof.

                                        90
The Change of Control purchase feature is a result of negotiations between
us, the existing investors and the underwriters. Our management has no present
intention to engage in a transaction involving a Change of Control, although it
is possible that we would decide to do so in the future. Subject to the
limitations discussed below, we could, in the future, enter into certain
transactions, including acquisitions, refinancings or other recapitalizations,
that would not constitute a Change of Control under the Indenture, but that
could increase the amount of indebtedness outstanding at such time or otherwise
affect our capital structure or credit ratings.

     The occurrence of events which would constitute a Change of Control would
constitute a default under the new credit facility. Future Senior Indebtedness
of the Company may contain prohibitions on certain events which would constitute
a Change of Control or require such Senior Indebtedness to be repurchased upon a
Change of Control. The Bank Indebtedness prohibits any purchase by the Company
of the Notes. Moreover, the exercise by the Holders of their right to require
the Company to repurchase the Notes could cause a default under other Senior
Indebtedness, even if the Change of Control itself does not, due to the
financial effect of such repurchase on the Company. Finally, the Company's
ability to pay cash to the Holders upon a repurchase may be limited by the
Company's then existing financial resources. There can be no assurance that
sufficient funds will be available when necessary to make any required
repurchases.

     The definition of Change of Control includes a phrase relating to the sale,
lease or transfer of "all or substantially all" the assets of ours and our
Subsidiaries taken as a whole. Although there is a developing body of case law
interpreting the phrase "substantially all," there is no precise established
definition of the phrase under applicable law. Accordingly, the ability of a
Holder of Notes to require us to repurchase such Notes as a result of a sale,
lease or transfer of less than all of the assets of ours and our Subsidiaries
taken as a whole to another Person or group may be uncertain.

CERTAIN COVENANTS

     The Indenture will contain covenants including, among others, the
following:

     Limitations on Incurrence of Indebtedness and Issuance of Disqualified
Stock and Preferred Stock. The Indenture will provide that (i) the Company will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue
any shares of Disqualified Stock and (ii) the Company will not permit any of its
Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that the Company and any Guarantor may Incur Indebtedness (including
Acquired Indebtedness) or issue shares of Disqualified Stock and any Guarantor
may issue shares of Preferred Stock if the Fixed Charge Coverage Ratio of the
Company for the most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred or such Disqualified Stock or Preferred
Stock is issued would have been at least 2.00 to 1.00 determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been Incurred, or the Disqualified Stock or
Preferred Stock had been issued, as the case may be, and the application of
proceeds therefrom had occurred at the beginning of such four-quarter period.

     The foregoing limitations will not apply to:

          (a) the Incurrence by the Company or its Restricted Subsidiaries of
     Indebtedness under the Credit Agreement and the issuance and creation of
     letters of credit and bankers' acceptances thereunder (with letters of
     credit and bankers' acceptances being deemed to have a principal amount
     equal to the face amount thereof) up to an aggregate principal amount of
     $     million outstanding at any one time;

          (b) the Incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes (not including any Additional Notes) and the
     Guarantees, as applicable;

          (c) Indebtedness existing on the Issue Date (other than Indebtedness
     described in clauses (a) and (b));

                                        91
(d) Indebtedness (including Capitalized Lease Obligations) Incurred by
     the Company or any of its Restricted Subsidiaries, to finance the purchase,
     lease or improvement of property (real or personal) or equipment (whether
     through the direct purchase of assets or the Capital Stock of any Person
     owning such assets) in an aggregate principal amount which, when aggregated
     with the principal amount of all other Indebtedness then outstanding and
     Incurred pursuant to this clause (d) and all Refinancing Indebtedness (as
     defined below) Incurred to refund, refinance or replace any Indebtedness
     Incurred pursuant to this clause (d), does not exceed the greater of 7.5%
     of Total Assets at the time of Incurrence or $10.0 million;

          (e) Indebtedness Incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation letters of credit in respect of workers' compensation claims,
     health, disability or other employee benefits or property, casualty or
     liability insurance or self-insurance, or with respect to agreements to
     provide services, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims; provided, however, that
     upon the drawing of such letters of credit, such obligations are reimbursed
     within 30 days following such drawing;

          (f) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, Incurred in connection with the
     disposition of any business, assets or a Subsidiary of the Company in
     accordance with the terms of the Indenture, other than guarantees of
     Indebtedness Incurred by any Person acquiring all or any portion of such
     business, assets or Subsidiary for the purpose of financing such
     acquisition;

          (g) Indebtedness of the Company to a Restricted Subsidiary of the
     Company; provided that any such Indebtedness is subordinated in right of
     payment to the Notes; provided further that any subsequent issuance or
     transfer of any Capital Stock or any other event which results in any such
     Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Company
     or any other subsequent transfer of any such Indebtedness (except to the
     Company or another Restricted Subsidiary) shall be deemed, in each case to
     be an Incurrence of such Indebtedness;

          (h) shares of Preferred Stock of a Restricted Subsidiary issued to the
     Company or another Restricted Subsidiary of the Company; provided that any
     subsequent issuance or transfer of any Capital Stock or any other event
     which results in any such Restricted Subsidiary ceasing to be a Restricted
     Subsidiary or any other subsequent transfer of any such shares of Preferred
     Stock (except to the Company or another Restricted Subsidiary of the
     Company) shall be deemed, in each case, to be an issuance of shares of
     Preferred Stock;

          (i) Indebtedness of a Restricted Subsidiary to the Company or another
     Restricted Subsidiary of the Company; provided that (i) any such
     Indebtedness is made pursuant to an intercompany note and (ii) if a
     Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a
     Guarantor such Indebtedness is subordinated in right of payment to the
     Guarantee of such Guarantor; provided further that any subsequent issuance
     or transfer of any Capital Stock or any other event which results in any
     Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted
     Subsidiary or any other subsequent transfer of any such Indebtedness
     (except to the Company or another Restricted Subsidiary of the Company)
     shall be deemed, in each case, to be an Incurrence of such Indebtedness;

          (j) Hedging Obligations that are incurred in the ordinary course of
     business (1) for the purpose of fixing or hedging interest rate risk with
     respect to any Indebtedness that is permitted by the terms of the Indenture
     to be outstanding, (2) for the purpose of fixing or hedging currency
     exchange rate risk with respect to any currency exchanges or (3) for the
     purpose of fixing or hedging commodity price risk with respect to any
     commodity purchases;

          (k) obligations in respect of performance, bid and surety bonds and
     completion guarantees provided by the Company or any Restricted Subsidiary
     in the ordinary course of business;

                                        92
(l) Indebtedness or Disqualified Stock of the Company and any
     Restricted Subsidiary not otherwise permitted hereunder in an aggregate
     principal amount, which when aggregated with the principal amount or
     liquidation preference of all other Indebtedness and Disqualified Stock
     then outstanding and Incurred pursuant to this clause (1), does not exceed
     $25.0 million at any one time outstanding; provided, however, that
     Indebtedness of Foreign Subsidiaries, which when aggregated with the
     principal amount of all other Indebtedness of Foreign Subsidiaries then
     outstanding and Incurred pursuant to this clause (l), does not exceed $10.0
     million (or the equivalent thereof in any other currency) at any one time
     outstanding (it being understood that any Indebtedness Incurred under this
     clause (l) shall cease to be deemed Incurred or outstanding for purposes of
     this clause (l) but shall be deemed to be Incurred for purposes of the
     first paragraph of this covenant from and after the first date on which the
     Company could have Incurred such Indebtedness under the first paragraph of
     this covenant without reliance upon this clause (l));

          (m) any guarantee by the Company or a Guarantor of Indebtedness or
     other obligations of the Company or any of its Restricted Subsidiaries so
     long as the Incurrence of such Indebtedness Incurred by the Company or such
     Restricted Subsidiary is permitted under the terms of the Indenture;
     provided that if such Indebtedness is by its express terms subordinated in
     right of payment to the Notes or the Guarantee of such Restricted
     Subsidiary, as applicable, any such guarantee of such Guarantor with
     respect to such Indebtedness shall be subordinated in right of payment to
     such Guarantor's Guarantee with respect to the Notes substantially to the
     same extent as such Indebtedness is subordinated to the Notes or the
     Guarantee of such Restricted Subsidiary, as applicable;

          (n) the Incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness which serves to refund or refinance any
     Indebtedness Incurred as permitted under the first paragraph of this
     covenant and clauses (b) and (c) above, or any Indebtedness issued to so
     refund or refinance such Indebtedness (subject to the following proviso,
     "Refinancing Indebtedness") prior to its respective maturity; provided,
     however, that such Refinancing Indebtedness:

             (i) has a Weighted Average Life to Maturity at the time such
        Refinancing Indebtedness is Incurred which is not less than the
        remaining Weighted Average Life to Maturity of the Indebtedness being
        refunded or refinanced;

             (ii) has a Stated Maturity which is no earlier than the Stated
        Maturity of the Indebtedness being refunded or refinanced;

             (iii) to the extent such Refinancing Indebtedness refinances
        Indebtedness pari passu with the Notes or the obligations of the
        Subsidiaries that are obligors under the intercompany note, as
        applicable, is pari passu with the Notes or the obligations of such
        Subsidiaries under the intercompany note, as applicable;

             (iv) is Incurred in an aggregate principal amount (or if issued
        with original issue discount, an aggregate issue price) that is equal to
        or less than the aggregate principal amount (or if issued with original
        issue discount, the aggregate accreted value) then outstanding of the
        Indebtedness being refinanced plus premium and fees Incurred in
        connection with such refinancing; and

             (v) shall not include (x) Indebtedness of a Restricted Subsidiary
        that is not a Guarantor that refinances Indebtedness of the Company or
        (y) Indebtedness of the Company or a Restricted Subsidiary that
        refinances Indebtedness of an Unrestricted Subsidiary;

        and provided further that subclauses (i) and (ii) of this clause (n)
        will not apply to any refunding or refinancing of any Senior
        Indebtedness;

          (o) Indebtedness or Disqualified Stock of Persons that are acquired by
     the Company or any of its Restricted Subsidiaries or merged into a
     Restricted Subsidiary in accordance with the terms of the Indenture;
     provided, however, that such Indebtedness or Disqualified Stock is not
     Incurred in contemplation of such acquisition or merger or to provide all
     or a portion of the funds or credit

                                        93
support required to consummate such acquisition or merger; provided
     further, however, that after giving effect to such acquisition and the
     Incurrence of such Indebtedness either (i) the Company would be permitted
     to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed
     Charge Coverage Ratio test set forth in the first sentence of this covenant
     or (ii) the Fixed Charge Coverage Ratio would be greater than immediately
     prior to such acquisition;

          (p) Contribution Indebtedness; and

          (q) Indebtedness underlying the IDSS or outstanding upon the exchange
     of any IDSS or shares of the Company's Exchangeable Participating Preferred
     Stock for the underlying securities or the issuance of Additional Notes or
     other Pari Passu Indebtedness evidenced by a different series of notes in
     connection with the issuance of shares of Common Stock of the Company,
     provided that the ratio of the aggregate principal amount of such
     Additional Notes or other Pari Passu Indebtedness over the number of such
     additional shares shall not exceed the equivalent ratio with respect to the
     IDSS outstanding prior to such issuance, and, in each case the related
     Guarantees.

     For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of permitted Indebtedness described in clauses (a) through (q) above
or is entitled to be Incurred pursuant to the first paragraph of this covenant,
the Company shall, in its sole discretion, classify or reclassify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been Incurred pursuant to only one of
such clauses or pursuant to the first paragraph hereof. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of
additional Indebtedness will not be deemed to be an Incurrence of Indebtedness
for purposes of this covenant.

     Limitation on Restricted Payments.  The Indenture will provide that the
Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

          (i) declare or pay any dividend or make any distribution on account of
     the Company's or any of its Restricted Subsidiaries' Equity Interests,
     including any payment made in connection with any merger or consolidation
     involving the Company (other than (A) dividends or distributions by the
     Company payable solely in Equity Interests (other than Disqualified Stock)
     of the Company or (B) dividends or distributions by a Restricted Subsidiary
     so long as, in the case of any dividend or distribution payable on or in
     respect of any class or series of securities issued by a Restricted
     Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or
     a Restricted Subsidiary receives at least its pro rata share of such
     dividend or distribution in accordance with its Equity Interests in such
     class or series of securities);

          (ii) purchase or otherwise acquire or retire for value any Equity
     Interests of the Company or any Restricted Subsidiary; or

          (iii) make any Restricted Investment (all such payments and other
     actions set forth in clauses (i) through (iii) above being collectively
     referred to as "Restricted Payments"),

     unless, at the time of such Restricted Payment:

             (a) no Default or Event of Default shall have occurred and be
        continuing or would occur as a consequence thereof;

             (b) immediately after giving effect to such transaction on a pro
        forma basis, the Company could Incur $1.00 of additional Indebtedness
        under the provisions of the first paragraph of "-- Limitations on
        Incurrence of Indebtedness and Issuance of Disqualified Stock and
        Preferred Stock"; and

             (c) such Restricted Payment, together with the aggregate amount of
        all other Restricted Payments made by the Company and its Restricted
        Subsidiaries after the Issue Date (including Restricted Payments
        permitted by clauses (i), (iv), (v) and (vii) of the next succeeding

                                        94
paragraph, but excluding all other Restricted Payments permitted by the
        next succeeding paragraph), is less than the sum of, without
        duplication:

                (i) 50% of the Consolidated Net Income of the Company for the
           period (taken as one accounting period) from the fiscal quarter that
           first begins after the Issue Date to the end of the Company's most
           recently ended fiscal quarter for which internal financial statements
           are available at the time of such Restricted Payment (or, in the case
           such Consolidated Net Income for such period is a deficit, minus 100%
           of such deficit), plus

                (ii) 100% of the aggregate net proceeds, including cash and the
           Fair Market Value (as determined in accordance with the next
           succeeding sentence) of property other than cash, received by the
           Company since the Issue Date from the issue or sale of Equity
           Interests of the Company (excluding Refunding Capital Stock (as
           defined below), Designated Preferred Stock, Excluded Contributions
           and Disqualified Stock), including Equity Interests issued upon
           conversion of Indebtedness or upon exercise of warrants or options
           (other than an issuance or sale to a Subsidiary of the Company or an
           employee stock ownership plan or trust established by the Company or
           any of its Subsidiaries), plus

                (iii) 100% of the aggregate amount of contributions to the
           capital of the Company received in cash and the Fair Market Value (as
           determined in accordance with the next succeeding sentence) of
           property other than cash since the Issue Date (other than Excluded
           Contributions, Refunding Capital Stock, Designated Preferred Stock
           and Disqualified Stock), plus

                (iv) 100% of the aggregate amount received in cash and the Fair
           Market Value (as determined in accordance with the next succeeding
           sentence) of property other than cash received from (A) the sale or
           other disposition (other than to the Company or a Restricted
           Subsidiary) of Restricted Investments made by the Company and its
           Restricted Subsidiaries and from repurchases and redemptions of such
           Restricted Investments from the Company and its Restricted
           Subsidiaries by any Person (other than the Company or any of its
           Subsidiaries) and from repayments of loans or advances which
           constituted Restricted Investments, (B) the sale (other than to the
           Company or a Subsidiary) of the Capital Stock of an Unrestricted
           Subsidiary or (C) a distribution or dividend from an Unrestricted
           Subsidiary, plus

                (v) in the event any Unrestricted Subsidiary has been
           redesignated as a Restricted Subsidiary or has been merged,
           consolidated or amalgamated with or into, or transfers or conveys its
           assets to, or is liquidated into, the Company or a Restricted
           Subsidiary, the Fair Market Value (as determined in good faith by the
           Board of Directors) of the Investment of the Company in such
           Unrestricted Subsidiary at the time of such redesignation,
           combination or transfer (or of the assets transferred or conveyed, as
           applicable), after deducting any Indebtedness associated with the
           Unrestricted Subsidiary so designated or combined or any Indebtedness
           associated with the assets so transferred or conveyed, not to exceed,
           in the case of any Unrestricted Subsidiary, the amount of Investments
           previously made by the Company or any Restricted Subsidiary in such
           Unrestricted Subsidiary, which amount was included in the calculation
           of the amount of Restricted Payments, less

                (vi) the amount of all Specified Cash Contributions.

     The Fair Market Value of property other than cash covered by clauses (ii),
(iii) and (iv) above shall be determined in good faith by the Company and (A) in
the event of property with a Fair Market Value in excess of $2.5 million, shall
be set forth in an Officers' Certificate or (B) in the event of property with a
Fair Market Value in excess of $10.0 million, shall be set forth in a resolution
approved by at least a majority of the Board of Directors.

                                        95
The foregoing provisions will not prohibit:

          (i) the payment of any dividend or distribution within 60 days after
     the date of declaration thereof, if at the date of declaration such payment
     would have complied with the provisions of the Indenture;

          (ii) (a) the repurchase, retirement or other acquisition of any Equity
     Interests ("Retired Capital Stock") or Subordinated Indebtedness of the
     Company in exchange for, or out of the proceeds of the substantially
     concurrent sale of, Equity Interests of the Company or contributions to the
     equity capital of the Company (other than any Disqualified Stock or any
     Equity Interests sold to a Subsidiary of the Company or to an employee
     stock ownership plan or any trust established by the Company or any of its
     Subsidiaries) (collectively, including any such contributions, "Refunding
     Capital Stock") and (b) the declaration and payment of accrued dividends on
     the Retired Capital Stock out of the proceeds of the substantially
     concurrent sale (other than to a Subsidiary of the Company or to an
     employee stock ownership plan or any trust established by the Company or
     any of its Subsidiaries) of Refunding Capital Stock;

          (iii) (a) the repurchase, retirement or other acquisition for value of
     Equity Interests of the Company held, directly or indirectly, by any
     future, present or former employee, director or consultant of the Company
     or any Subsidiary of the Company or any entity in which any of the
     foregoing has a beneficial or economic ownership interest pursuant to any
     management equity plan or stock option plan or any other management or
     employee benefit or incentive plan or agreement or any other agreement
     pursuant to which stock is held for the benefit of such persons or (b) the
     payment of any dividend or distribution to VSI Management Direct L.P., VSI
     Management II L.P., BCP Volume L.P. or BCP Offshore Volume L.P. or any
     entity in which any of the foregoing has a beneficial or economic ownership
     interest pursuant to any management equity plan or stock option plan or any
     other management or employee benefit or incentive plan or agreement or any
     other agreement pursuant to which stock is held for the benefit of such
     persons to effect the repurchase, retirement or other acquisition for value
     of their Equity Interests held, directly or indirectly, by any future,
     present or former employee, director or consultant of the Company or any
     Subsidiary of the Company or any entity in which any of the foregoing has a
     beneficial or economic ownership interest; provided, however, that, in each
     case, the aggregate amounts paid under this clause (iv) do not exceed $4.0
     million in any calendar year (with unused amounts in any calendar year
     being permitted to be carried over for the two succeeding calendar years);
     provided further, however, that such amount in any calendar year may be
     increased by an amount not to exceed (I) the cash proceeds received by the
     Company or any of its Restricted Subsidiaries from the sale of Equity
     Interests of the Company (other than Disqualified Stock) to members of
     management, directors or consultants of the Company and its Restricted
     Subsidiaries or to VSI Management Direct L.P., BCP Volume L.P. and BCP
     Offshore Volume L.P. for the direct or indirect account of members of
     management, directors or consultants of the Company and its Restricted
     Subsidiaries that occurs after the Issue Date (provided that the amount of
     such cash proceeds utilized for any such repurchase, retirement, other
     acquisition or dividend will not increase the amount available for
     Restricted Payments under clause (c) of the immediately preceding
     paragraph) plus (II) the cash proceeds of key man life insurance policies
     received by the Company and its Restricted Subsidiaries after the Issue
     Date (provided that the Company may elect to apply all or any portion of
     the aggregate increase contemplated by clauses (I) and (II) above in any
     single calendar year);

          (iv) the declaration and payment of dividends or distributions to
     holders of any class or series of Disqualified Stock of the Company or any
     of its Restricted Subsidiaries issued or incurred in accordance with the
     covenant entitled "-- Limitation on Incurrence of Indebtedness and Issuance
     of Disqualified Stock and Preferred Stock;"

          (v) the declaration and payment of dividends or distributions to
     holders of any class or series of Designated Preferred Stock issued after
     the Issue Date; provided, however, that (A) for the most recently ended
     four full fiscal quarters for which internal financial statements are
     available

                                        96
immediately preceding the date of issuance of such Designated Preferred
     Stock, after giving effect to such issuance (and the payment of dividends
     or distributions) on a pro forma basis, the Company would have had a Fixed
     Charge Coverage Ratio of at least 2.25 to 1.00 and (B) the aggregate amount
     of dividends declared and paid pursuant to this clause (v) does not exceed
     the net cash proceeds received by the Company from the sale of Designated
     Preferred Stock issued after the Issue Date;

          (vi) Investments in Unrestricted Subsidiaries having an aggregate Fair
     Market Value, taken together with all other Investments made pursuant to
     this clause (vi) that are at that time outstanding, not to exceed $35.0
     million (with the Fair Market Value of each Investment being measured at
     the time made and without giving effect to subsequent changes in value);

          (vii) the payment of dividends on the shares of the Company's common
     stock underlying outstanding IDSS or on shares of the Company's common
     stock outstanding upon exchange of any IDSS for the underlying securities
     or issued in connection with the issuance of Additional Notes or other Pari
     Passu Indebtedness evidenced by a different series of notes, the payment of
     dividends on the shares of the Company's common stock and the payment of
     the Participating Dividends up to an aggregate amount equal to      % per
     year of the net proceeds received by the Company from the issuance of
     shares of its common stock and Exchangeable Participating Preferred Stock,
     provided, however,

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            increases above the fiscal 2002 level, the maximum aggregate amount
            of dividends per share the Company may pay in such month may not
            exceed $     by more than 1/12 of 90% of such difference per share.

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            decreases by more than 2%, but by a percentage less than or equal to
            20%, of the fiscal 2002 level, the maximum aggregate amount of
            dividends per share the Company may pay in such month may not exceed
            $     minus 1/12 of the amount of such decrease per share, excluding
            the initial 2%.

          - In the event the Company's Adjusted EBITDA per share for the 12
            month period ended immediately prior to any dividend payment date
            decreases by more 20% of the fiscal 2002 level, no dividends will be
            payable in such month.

          (viii) Investments that are made with Excluded Contributions;

          (ix) other Restricted Payments in an aggregate amount not to exceed
     $20 million;

          (x) repurchases of Equity Interests deemed to occur upon exercise of
     stock options if such Equity Interests represent a portion of the exercise
     price of such options;

          (xi) the payment of the Base Dividends; and

          (xii) the exchange of the shares of our Exchangeable Participating
     Preferred stock for the underlying Notes and shares of our common stock;

provided, however, that at the time of, and after giving effect to, any
Restricted Payment permitted under clauses (iv), (v), (vi), (vii) and (ix), no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; provided further, however, that for purposes of
determining the aggregate amount expended for Restricted Payments in accordance
with clause (c) of the immediately preceding paragraph, only the amounts
expended under clauses (i), (iv), (v) and (vii) shall be included.

     As of the Issue Date, all of the Company's Subsidiaries will be Restricted
Subsidiaries. The Company will not permit any Unrestricted Subsidiary to become
a Restricted Subsidiary except pursuant to the definition of "Unrestricted
Subsidiary." For purposes of designating any Restricted Subsidiary as an
Unrestricted Subsidiary, all outstanding Investments by the Company and its
Restricted Subsidiaries

                                        97
(except to the extent repaid) in the Subsidiary so designated will be deemed to
be Restricted Payments in an amount determined as set forth in the last sentence
of the definition of "Investments." Such designation will only be permitted if a
Restricted Payment in such amount would be permitted at such time (whether
pursuant to the first paragraph of this covenant or under clause (vi), (viii) or
(ix)) and if such Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

     Dividend and Other Payment Restrictions Affecting Subsidiaries.  The
Indenture will provide that the Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any Restricted Subsidiary to:

          (a) (i) pay dividends or make any other distributions to the Company
     or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with
     respect to any other interest or participation in, or measured by, its
     profits, or (ii) pay any Indebtedness owed to the Company or any of its
     Restricted Subsidiaries;

          (b) make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (c) sell, lease or transfer any of its properties or assets to the
     Company or any of its Restricted Subsidiaries except in each case for such
     encumbrances or restrictions existing under or by reason of:

             (1) contractual encumbrances or restrictions in effect on the Issue
        Date, including pursuant to the Credit Agreement and the other Senior
        Credit Documents;

             (2) the Indenture and the Notes;

             (3) applicable law or any applicable rule, regulation or order;

             (4) any agreement or other instrument relating to Indebtedness of a
        Person acquired by the Company or any Restricted Subsidiary which was in
        existence at the time of such acquisition (but not created in
        contemplation thereof or to provide all or any portion of the funds or
        credit support utilized to consummate such acquisition), which
        encumbrance or restriction is not applicable to any Person, or the
        properties or assets of any Person, other than the Person, or the
        property or assets of the Person, so acquired;

             (5) any restriction with respect to a Restricted Subsidiary imposed
        pursuant to an agreement entered into for the sale or disposition of all
        or substantially all the Capital Stock or assets of such Restricted
        Subsidiary pending the closing of such sale or disposition;

             (6) Secured Indebtedness otherwise permitted to be Incurred
        pursuant to the covenants described under "-- Limitations on Incurrence
        of Indebtedness and Issuance of Disqualified Stock and Preferred Stock"
        and "-- Liens" that limit the right of the debtor to dispose of the
        assets securing such Indebtedness;

             (7) restrictions on cash or other deposits or net worth imposed by
        customers under contracts entered into in the ordinary course of
        business;

             (8) customary provisions in joint venture agreements and other
        similar agreements entered into in the ordinary course of business;

             (9) customary provisions contained in leases, agreements to provide
        services and other similar agreements entered into in the ordinary
        course of business that impose restrictions of the type described in
        clause (c) above;

             (10) other Indebtedness of Restricted Subsidiaries permitted to be
        Incurred subsequent to the Issue Date pursuant to clause (l) of the
        second paragraph of the covenant described under "-- Limitations on
        Incurrence of Indebtedness and Issuance of Disqualified Stock and
        Preferred Stock;" or

                                        98
(11) any encumbrances or restrictions of the type referred to in
        clauses (a), (b) and (c) above imposed by any amendments, modifications,
        restatements, renewals, increases, supplements, refundings, replacements
        or refinancings of the contracts, instruments or obligations referred to
        in clauses (1) through (10) above; provided that such amendments,
        modifications, restatements, renewals, increases, supplements,
        refundings, replacements or refinancings are, in the good faith judgment
        of the Board of Directors, no more restrictive with respect to such
        dividend and other payment restrictions than those contained in the
        dividend or other payment restrictions prior to such amendment,
        modification, restatement, renewal, increase, supplement, refunding,
        replacement or refinancing.

     Asset Sales.  The Indenture will provide that the Company will not, and
will not permit any of its Restricted Subsidiaries to, cause or make an Asset
Sale, unless (x) the Company, or its Restricted Subsidiaries, as the case may
be, receives consideration at the time of such Asset Sale at least equal to the
Fair Market Value (as determined in good faith by the Company) of the assets
sold or otherwise disposed of and (y) except in the case of a Permitted Asset
Swap, at least 75% of the consideration therefor received by the Company, or
such Restricted Subsidiary, as the case may be, is in the form of Cash
Equivalents; provided that the amount of:

          (a) any liabilities (as shown on the Company's or such Restricted
     Subsidiary's most recent balance sheet or in the notes thereto) of the
     Company or any Restricted Subsidiary (other than liabilities that are by
     their terms subordinated to the Notes) that are assumed by the transferee
     of any such assets;

          (b) any notes or other obligations or other securities received by the
     Company or such Restricted Subsidiary from such transferee that are
     converted by the Company or such Restricted Subsidiary into cash within 180
     days of the receipt thereof (to the extent of the cash received); and

          (c) any Designated Noncash Consideration received by the Company or
     any of its Restricted Subsidiaries in such Asset Sale having an aggregate
     Fair Market Value, taken together with all other Designated Noncash
     Consideration received pursuant to this clause (c) that is at that time
     outstanding, not to exceed the greater of 7.5% of Total Assets or $10.0
     million (with the Fair Market Value of each item of Designated Noncash
     Consideration being measured at the time received and without giving effect
     to subsequent changes in value)

shall be deemed to be Cash Equivalents for the purposes of this provision.

     Within 365 days after the Company's or any Restricted Subsidiary's receipt
of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary
may apply the Net Proceeds from such Asset Sale, at its option:

          (i) to permanently reduce Obligations under the Credit Agreement (and,
     in the case of revolving Obligations, to correspondingly reduce commitments
     with respect thereto) or other Senior Indebtedness or Pari Passu
     Indebtedness (provided that if the Company shall so reduce Obligations
     under Pari Passu Indebtedness, it will equally and ratably reduce
     Obligations under the Notes by making an offer (in accordance with the
     procedures set forth below for an Asset Sale Offer) to all Holders to
     purchase at a purchase price equal to 100% of the principal amount thereof,
     plus accrued and unpaid interest, if any, the pro rata principal amount of
     Notes) or Indebtedness of a Restricted Subsidiary, in each case other than
     Indebtedness owed to the Company or an Affiliate of the Company;

          (ii) to an investment in any one or more businesses, capital
     expenditures or acquisitions of other assets in each case used or useful in
     a Similar Business; and/or

          (iii) to make an investment in properties or assets that replace the
     properties and assets that are the subject of such Asset Sale.

     Pending the final application of any such Net Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Net
                                        99
Proceeds in Cash Equivalents or Investment Grade Securities. The Indenture will
provide that any Net Proceeds from any Asset Sale that are not applied as
provided and within the time period set forth in the first sentence of this
paragraph will be deemed to constitute "Excess Proceeds". When the aggregate
amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer
to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum
principal amount of Notes that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof,
plus accrued and unpaid interest, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the Indenture. The
Company will commence an Asset Sale Offer with respect to Excess Proceeds within
ten Business Days after the date that Excess Proceeds exceed $15.0 million by
mailing the notice required pursuant to the terms of the Indenture, with a copy
to the Trustee. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in
the manner described below. Upon completion of any such Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations to the extent such
laws or regulations are applicable in connection with the repurchase of the
Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of the Indenture,
the Company will comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in the Indenture
by virtue thereof.

     If more Notes are tendered pursuant to an Asset Sale Offer than the Company
is required to purchase, selection of such Notes for purchase will be made by
the Trustee in compliance with the requirements of the principal national
securities exchange, if any, on which such Notes are listed, or if such Notes
are not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements).

     Notices of an Asset Sale Offer shall be mailed by first class mail, postage
prepaid, at least 30 but not more than 60 days before the purchase date to each
Holder of Notes at such Holder's registered address. If any Note is to be
purchased in part only, any notice of purchase that relates to such Note shall
state the portion of the principal amount thereof that has been or is to be
purchased.

     A new Note in principal amount equal to the unpurchased portion of any Note
purchased in part will be issued in the name of the Holder thereof upon
cancellation of the original Note. On and after the purchase date unless the
Company defaults in payment of the purchase price, interest shall cease to
accrue on Notes or portions thereof purchased.

     Transactions with Affiliates.  The Indenture will provide that the Company
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, make any payment to, or sell, lease, transfer or otherwise dispose
of any of its properties or assets to, or purchase any property or assets from,
or enter into or make or amend any transaction or series of transactions,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate
Transaction") involving aggregate consideration in excess of $2.5 million,
unless:

          (a) such Affiliate Transaction is on terms that are not materially
     less favorable to the Company or the relevant Restricted Subsidiary than
     those that could have been obtained in a comparable transaction by the
     Company or such Restricted Subsidiary with an unrelated Person; and

          (b) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $10.0
     million, the Company delivers to the Trustee a resolution adopted by the
     majority of the Board of Directors of the Company, approving such Affiliate
     Transaction and set forth in an Officers' Certificate certifying that such
     Affiliate Transaction complies with clause (a) above.

                                       100
The foregoing provisions will not apply to the following:

          (i) transactions between or among the Company and/or any of its
     Restricted Subsidiaries;

          (ii) Permitted Investments and Restricted Payments permitted by the
     provisions of the Indenture described above under the covenant
     "-- Limitation on Restricted Payments;"

          (iii) the payment of reasonable and customary fees paid to, and
     indemnity provided on behalf of, officers, directors, employees or
     consultants of the Company or any Restricted Subsidiary;

          (iv) transactions in which the Company or any of its Restricted
     Subsidiaries, as the case may be, delivers to the Trustee a letter from an
     Independent Financial Advisor stating that such transaction is fair to the
     Company or such Restricted Subsidiary from a financial point of view or
     meets the requirements of clause (a) of the preceding paragraph;

          (v) payments or loans to employees or consultants in the ordinary
     course of business which are approved by a majority of the Board of
     Directors of the Company in good faith;

          (vi) any agreement as in effect as of the Issue Date or any amendment
     thereto (so long as any such amendment is not disadvantageous to the
     holders of the Notes in any material respect) or any transaction
     contemplated thereby;

          (vii) the existence of, or the performance by the Company or any of
     its Restricted Subsidiaries of its obligations under the terms of, any
     stockholders agreement (including any registration rights agreement or
     purchase agreement related thereto) to which it is a party as of the Issue
     Date and any similar agreements which it may enter into thereafter;
     provided, however, that the existence of, or the performance by the Company
     or any of its Restricted Subsidiaries of its obligations under any future
     amendment to any such existing agreement or under any similar agreement
     entered into after the Issue Date shall only be permitted by this clause
     (viii) to the extent that the terms of any such amendment or new agreement
     are not otherwise disadvantageous to the Holders of the Notes in any
     material respect;

          (viii) transactions with customers, clients, suppliers or purchasers
     or sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of the Indenture, which
     are fair to the Company and its Restricted Subsidiaries in the reasonable
     determination of the Board of Directors or the senior management of the
     Company, or are on terms at least as favorable as might reasonably have
     been obtained at such time from an unaffiliated party; and

          (ix) the issuance of Capital Stock (other than Disqualified Stock) of
     the Company or IDSS in respect of the Company's securities (including such
     underlying securities) or Additional Notes or other Pari Passu Indebtedness
     evidenced by a different series of notes or shares of the Company's Capital
     Stock to any Permitted Holder.

     Liens.  The Indenture will provide that the Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
Incur or suffer to exist any Lien on any asset or property of the Company or
such Restricted Subsidiary, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, that secures any obligations of
the Company or any of its Subsidiaries (other than Senior Indebtedness) unless
the Notes are equally and ratably secured with (or on a senior basis to, in the
case of obligations subordinated in right of payment to the Notes) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence will not require the Company or any
Restricted Subsidiary to secure the Notes if the Lien consists of a Permitted
Lien.

     The Indenture will provide that no Guarantor will directly or indirectly
create, Incur or suffer to exist any Lien on any asset or property of such
Guarantor or any income or profits therefrom, or assign or convey any right to
receive income therefrom, that secures any obligation of such Guarantor (other
than Senior Indebtedness of such Guarantor) unless the Guarantee of such
Guarantor is equally and ratably

                                       101
secured with (or on a senior basis to, in the case of obligations subordinated
on right of payment to such Guarantor's Guarantee) the obligations so secured or
until such time as such obligations are no longer secured by a Lien. The
preceding sentence will not require any Guarantor to secure its Guarantee if the
Lien consists of a Permitted Lien.

     Reports and Other Information.  The Indenture will provide that
notwithstanding that the Company may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on
an annual and quarterly basis on forms provided for such annual and quarterly
reporting pursuant to rules and regulations promulgated by the Commission, the
Company will file with the Commission (and provide the Trustee and Holders with
copies thereof, without cost to each Holder, within 15 days after it files them
with the Commission), documents and reports that are specified in Sections 13
and 15(d) of the Exchange Act within the time periods specified therein;
provided, however, the Company shall not be so obligated to file such documents
and other reports with the Commission if the Commission does not permit such
filing, in which event the Company will make available such information to
prospective purchasers of Notes, in addition to providing such information to
the Trustee and the Holders, in each case within 15 days after the time the
Company would be required to file such information with the Commission if it
were subject to Section 13 or 15(d) of the Exchange Act.

     Future Guarantors.  The Indenture will provide that the Company will cause
each Restricted Subsidiary organized under the laws of the United States of
America or any state or territory thereof that Incurs Indebtedness or issues
shares of Disqualified Stock or Preferred Stock to execute and deliver to the
Trustee a supplemental indenture pursuant to which such Subsidiary will
guarantee payment of the Notes. Each Guarantee will be limited to an amount not
to exceed the maximum amount that can be guaranteed by that Subsidiary without
rendering the Guarantee, as it relates to such Subsidiary, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

MERGER, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

     The Indenture will provide that the Company may not consolidate or merge
with or into or wind up into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related
transactions, to any Person unless (i) the Company is the surviving corporation
or the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, lease, conveyance
or other disposition will have been made is a corporation, partnership or
limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof
(the Company or such Person, as the case may be, being herein called the
"Successor Company"); (ii) the Successor Company (if other than the Company)
expressly assumes all the obligations of the Company under the Indenture and the
Notes pursuant to a supplemental indenture or other documents or instruments in
form reasonably satisfactory to the Trustee; (iii) immediately after giving
effect to such transaction (and treating any Indebtedness which becomes an
obligation of the Successor Company or any of its Restricted Subsidiaries as a
result of such transaction as having been Incurred by the Successor Company or
such Restricted Subsidiary at the time of such transaction) no Default or Event
of Default shall have occurred and be continuing; (iv) immediately after giving
pro forma effect to such transaction, as if such transaction had occurred at the
beginning of the applicable four-quarter period, either (A) the Successor
Company would be permitted to Incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence
of the covenant described under "-- Limitations on Incurrence of Indebtedness
and Issuance of Disqualified Stock and Preferred Stock" or (B) the Fixed Charge
Coverage Ratio for the Successor Company and its Restricted Subsidiaries would
be greater than or equal to such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction; (v) each Guarantor, unless
it is the other party to the transactions described above, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person's
obligations under the Indenture and the Notes; and (vi) the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each

                                       102
stating that such consolidation, merger or transfer and such supplemental
indenture (if any) comply with the Indenture. The Successor Company will succeed
to, and be substituted for, the Company under the Indenture and the Notes.
Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company or to another Restricted Subsidiary and (b)
the Company may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in another state of the United States so long as the
amount of Indebtedness of the Company and its Restricted Subsidiaries is not
increased thereby.

     The Indenture will further provide that, subject to certain limitations
described in the Indenture governing release of a Guarantee upon the sale or
disposition of a Guarantor, each Guarantor will not, and the Company will not
permit a Guarantor to, consolidate or merge with or into or wind up into
(whether or not such Guarantor is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, any Person unless
(i) such Guarantor is the surviving corporation or the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
will have been made is a corporation, partnership or limited liability company
organized or existing under the laws of the United States, any state thereof,
the District of Columbia, or any territory thereof (such Guarantor or such
Person, as the case may be, being herein called the "Successor Guarantor"); (ii)
the Successor Guarantor (if other than such Guarantor) expressly assumes all the
obligations of such Guarantor under the Indenture and such Guarantor's Guarantee
pursuant to a supplemental indenture or other documents or instruments in form
reasonably satisfactory to the Trustee; (iii) immediately after giving effect to
such transaction (and treating any Indebtedness which becomes an obligation of
the Successor Guarantor or any of its Subsidiaries as a result of such
transaction as having been Incurred by the Successor Guarantor or such
Subsidiary at the time of such transaction) no Default or Event of Default shall
have occurred and be continuing; and (iv) the Guarantor shall have delivered or
caused to be delivered to the Trustee an Officers' Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture (if any) comply with the Indenture. Subject to certain
limitations described in the Indenture, the Successor Guarantor will succeed to,
and be substituted for, such Guarantor under the Indenture and such Guarantor's
Guarantee. Notwithstanding the foregoing clause (iii), a Guarantor may merge
with an Affiliate incorporated solely for the purpose of reincorporating such
Guarantor in another state of the United States so long as the amount of
Indebtedness of the Guarantor is not increased thereby.

DEFAULTS

     An Event of Default will be defined in the Indenture as (i) a default in
any payment of interest on any Note when due, whether or not prohibited by the
provisions described under "-- Ranking" above, continued for 30 days, subject to
the interest deferral provisions contained in the Indenture, (ii) a default in
the payment of principal or premium, if any, of any Note when due at its Stated
Maturity, upon optional redemption, upon required repurchase, upon declaration
or otherwise, whether or not such payment is prohibited by the provisions
described under "-- Ranking" above, (iii) the failure by the Company to comply
with its obligations under the covenant described under "-- Merger,
Consolidation or Sale of All or Substantially All Assets" above, (iv) the
failure by the Company to comply for 30 days after notice with any of its
obligations under the covenants described under "-- Change of Control" or
"-- Certain Covenants" above (in each case, other than a failure to purchase
Notes), (v) the failure by the Company to comply for 60 days after notice with
its other agreements contained in the Notes or the Indenture, (vi) the failure
by the Company or any Significant Subsidiary to pay any Indebtedness (other than
Indebtedness owing to the Company or a Restricted Subsidiary) within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $15.0 million or its foreign
currency equivalent (the "cross acceleration provision"), (vii) certain events
of bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary (the "bankruptcy provisions"), (viii) the rendering of any judgment
or decree for the payment of money (other than judgments which are covered
                                       103
by enforceable insurance policies issued by solvent carriers) in excess of $15.0
million or its foreign currency equivalent against the Company or a Significant
Subsidiary if (A) an enforcement proceeding thereon is commenced and not
discharged or stayed within    days thereafter or (B) such judgment or decree
remains outstanding for a period of 60 days following such judgment and is not
discharged, waived or stayed (the "judgment default provision") or (ix) any
Guarantee ceases to be in full force and effect, except as contemplated by the
terms thereof, or any Guarantor denies or disaffirms its obligations under the
Indenture or any Guarantee and the Default continues for 10 days.

     The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

     However, a default under clause (iv) or (v) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified in clauses (iv) and (v) hereof after
receipt of such notice.

     Subject to the provisions regarding any Forebearance Period, if an Event of
Default (other than a Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding
Notes by notice to the Company may declare the principal of, premium, if any,
and accrued but unpaid interest on all the Notes to be due and payable. Upon
such a declaration, such principal, premium and interest will be due and payable
immediately. If an Event of Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company occurs, the principal of, premium,
if any, and interest on all the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.
Under certain circumstances, the Holders of a majority in principal amount of
the outstanding Notes may rescind any such acceleration with respect to the
Notes and its consequences.

     Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Notes unless (i) such Holder has
previously given the Trustee notice that an Event of Default is continuing, (ii)
Holders of at least 25% in principal amount of the outstanding Notes have
requested the Trustee to pursue the remedy, (iii) such Holders have offered the
Trustee reasonable security or indemnity against any loss, liability or expense,
(iv) the Trustee has not complied with such request within 60 days after the
receipt of the request and the offer of security or indemnity, and (v) the
Holders of a majority in principal amount of the outstanding Notes have not
given the Trustee a direction inconsistent with such request within such 60-day
period. Subject to certain restrictions, the Holders of a majority in principal
amount of the outstanding Notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture or that the Trustee determines is unduly prejudicial to the rights of
any other Holder or that would involve the Trustee in personal liability. Prior
to taking any action under the Indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

     The Indenture will provide that if a Default occurs and is continuing and
is actually known to the Trustee, the Trustee must mail to each Holder notice of
the Default within the earlier of 90 days after it occurs or 30 days after it is
actually known to a Trust Officer or written notice of it is received by the
Trustee. Except in the case of a Default in the payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold notice if and
so long as a committee of its Trust Officers in good faith determines that
withholding notice is in the interests of the Noteholders. In addition, the
Company is required to deliver, to the Trustee, within 120 days after the end of
each fiscal year, a certificate indicating

                                       104
whether the signers thereof know of any Default that occurred during the
previous year. The Company also is required to deliver to the Trustee, within 30
days after the occurrence thereof, written notice of any event which would
constitute certain Defaults, their status and what action the Company is taking
or proposes to take in respect thereof.

AMENDMENTS AND WAIVERS

     Subject to certain exceptions, the Indenture may be amended with the
consent of the Holders of a majority in principal amount of the Notes then
outstanding and any past default or compliance with any provisions may be waived
with the consent of the Holders of a majority in principal amount of the Notes
then outstanding. However, without the consent of each Holder of an outstanding
Note affected, no amendment may, among other things, (i) reduce the amount of
Notes whose Holders must consent to an amendment, (ii) reduce the rate of or
extend the time for payment of interest on any Note, (iii) reduce the principal
of or extend the Stated Maturity of any Note, (iv) reduce the premium payable
upon the redemption of any Note or change the time at which any Note may be
redeemed as described under "Optional Redemption" above, (v) make any Note
payable in money other than that stated in the Note, (vi) make any change to the
subordination provisions of the Indenture that adversely affects the rights of
any Holder, (vii) impair the right of any Holder to receive payment of principal
of, premium, if any, and interest on such Holder's Notes on or after the due
dates therefor or to institute suit for the enforcement of any payment on or
with respect to such Holder's Notes, (viii) make any change in the amendment
provisions which require each Holder's consent or in the waiver provisions or
(ix) modify the Guarantees in any manner adverse to the Holders.

     Without the consent of any Holder, the Company and Trustee may amend the
Indenture to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation, partnership or limited liability
company of the obligations of the Company under the Indenture, to provide for
uncertificated Notes in addition to or in place of certificated Notes (provided
that the uncertificated Notes are issued in registered form for purposes of
Section 163(f) of the Internal Revenue Code, or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Internal
Revenue Code), to add Guarantees with respect to the Notes, to secure the Notes,
to add to the covenants of the Company for the benefit of the Holders or to
surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any Holder, to comply with any
requirement of the SEC in connection with the qualification of the Indenture
under the Trust Indenture Act of 1939 or to make certain changes to the
Indenture to provide for the issuance of Additional Notes. However, no amendment
may be made to the subordination provisions of the Indenture that adversely
affects the rights of any holder of Senior Indebtedness then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

     The consent of the Noteholders is not necessary under the Indenture to
approve the particular form of any proposed amendment. It is sufficient if such
consent approves the substance of the proposed amendment.

     After an amendment under the Indenture becomes effective, the Company is
required to mail to Noteholders a notice briefly describing such amendment.
However, the failure to give such notice to all Noteholders, or any defect
therein, will not impair or affect the validity of the amendment.

DEFEASANCE

     The Company at any time may terminate all its obligations under the Notes
and the Indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the Notes, to replace mutilated, destroyed, lost or
stolen Notes and to maintain a registrar and paying agent in respect of the
Notes. The Company at any time may terminate its obligations under the covenants
described under "Certain Covenants," the operation of the cross acceleration
provision, the bankruptcy provisions with respect to Subsidiaries and the
judgment default provision described under "-- Defaults" above and the
limitations contained in clause (iv) of the

                                       105
first paragraph under "Merger, Consolidation or Sale of All or Substantially All
Assets" above ("covenant defeasance"). If the Company exercises its legal
defeasance option or its covenant defeasance option, each Guarantor will be
released from all of its obligations with respect to its Guarantee.

     The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, payment of the Notes may not be accelerated because of
an Event of Default with respect thereto. If the Company exercises its covenant
defeasance option, payment of the Notes may not be accelerated because of an
Event of Default specified in clause (iv), (vi), (vii) with respect only to
Significant Subsidiaries or (viii) with respect only to Significant Subsidiaries
under "-- Defaults" above or because of the failure of the Company to comply
with clause (iv) of the first paragraph under "-- Merger, Consolidation or Sale
of All or Substantially All Assets" above.

     In order to exercise either defeasance option, the Company must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium (if any) and
interest on the Notes to redemption or maturity, as the case may be, and must
comply with certain other conditions, including delivery to the Trustee of an
Opinion of Counsel to the effect that holders of the Notes will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such
deposit and defeasance and will be subject to U.S. federal income tax on the
same amount and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred (and, in the case of legal
defeasance only, such Opinion of Counsel must be based on a ruling of the
Internal Revenue Service or other change in applicable U.S. federal income tax
law).

CONCERNING THE TRUSTEE

               is to be the Trustee under the Indenture.

GOVERNING LAW

     The Indenture will provide that it and the Notes will be governed by, and
construed in accordance with, the laws of the State of New York.

CERTAIN DEFINITIONS

     "Acquired Indebtedness" means, with respect to any specified Person:

          (i) Indebtedness of any other Person existing at the time such other
     Person is merged with or into or became a Restricted Subsidiary of such
     specified Person; and

          (ii) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person,

in each case, other than Indebtedness Incurred as consideration in, in
contemplation of, or to provide all or any portion of the funds or credit
support utilized to consummate, the transaction or series of related
transactions pursuant to which such Restricted Subsidiary became a Restricted
Subsidiary or was otherwise acquired by such Person, or such asset was acquired
by such person, as applicable.

     "Adjusted EBITDA" means, with respect to any Person for any period, the
Consolidated Net Income of such Person for such period plus, without
duplication:

          (i) provision for taxes based on income or profits of such Person for
     such period deducted in computing Consolidated Net Income, plus

          (ii) Consolidated Interest Expense of such Person for such period to
     the extent the same was deducted in computing Consolidated Net Income, plus

          (iii) Consolidated Depreciation and Amortization Expense of such
     Person for such period to the extent such Consolidated Depreciation and
     Amortization Expense was deducted in computing Consolidated Net Income,
     plus
                                       106
(iv) any non-recurring fees, expenses or charges related to any
     Securities Offering, Permitted Investment, acquisition or Indebtedness
     permitted to be Incurred by the Indenture (in each case, whether or not
     successful), deducted in such period in computing Consolidated Net Income,
     plus

          (v) the amount of any nonrecurring charges related to client contract
     terminations or one-time severance costs incurred in connection with
     acquisitions deducted in such period in computing Consolidated Net Income,
     plus

          (vi) any other noncash charges reducing Consolidated Net Income for
     such period (excluding any such charge which requires an accrual of, or
     cash reserve for, anticipated cash charges for any future period), plus

          (vii) the amount of annual management, monitoring, consulting and
     advisory fees and related expenses paid to Blackstone and GE Capital
     deducted in such period in computing Consolidated Net Income in an amount
     not to exceed $1.5 million during any fiscal year,

     less, without duplication,

          (viii) noncash items increasing Consolidated Net Income of such Person
     for such period (excluding any items which represent the reversal of any
     accrual of, or cash reserve for, anticipated cash charges in any prior
     period).

     Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization of, a Subsidiary of the
Company shall be added to Consolidated Net Income to compute EBITDA only to the
extent (and in the same proportion) that the Net Income of such Subsidiary was
included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be paid as a dividend
to the Company by such Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Subsidiary or its stockholders.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of the
provisions described under "-- Certain Covenants -- Transactions with
Affiliates" and "-- Certain Covenants -- Asset Sales" only, "Affiliate" shall
also mean any beneficial owner of shares representing 10% or more of the total
voting power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

     "Asset Sale" means:

          (i) the sale, conveyance, transfer or other disposition (whether in a
     single transaction or a series of related transactions) of property or
     assets (including by way of a Sale/Leaseback Transaction) of the Company or
     any Restricted Subsidiary (each referred to in this definition as a
     "disposition"); or

          (ii) the issuance or sale of Equity Interests of any Restricted
     Subsidiary (other than to the Company or another Restricted
     Subsidiary)(whether in a single transaction or a series of related
     transactions),

     in each case other than:

             (a) a disposition of Cash Equivalents or Investment Grade
        Securities or obsolete or worn out equipment in the ordinary course of
        business;

                                       107
(b) the disposition of all or substantially all of the assets of
        the Company in a manner permitted pursuant to the provisions described
        above under "-- Merger, Consolidation or Sale of All or Substantially
        All Assets" or any disposition that constitutes a Change of Control;

             (c) any Restricted Payment or Permitted Investment that is
        permitted to be made, and is made, under the covenant described above
        under "-- Limitation on Restricted Payments;"

             (d) any disposition of assets with an aggregate Fair Market Value
        of less than $2.0 million;

             (e) any disposition of property or assets by a Restricted
        Subsidiary to the Company or by the Company or a Restricted Subsidiary
        to a Restricted Subsidiary;

             (f) any exchange of like property pursuant to Section 1031 of the
        Internal Revenue Code of 1986, as amended, for use in a Similar
        Business;

             (g) sales of assets received by the Company upon the foreclosure on
        a Lien;

             (h) any sale of Equity Interests in, or Indebtedness or other
        securities of, an Unrestricted Subsidiary; and

             (i) sales of inventory in the ordinary course of business
        consistent with past practices and sales of equipment upon termination
        of a contract with a client entered into in the ordinary course of
        business pursuant to the terms of such contract.

     "Bank Indebtedness" means any and all amounts payable under or in respect
of the Credit Agreement, the other Senior Credit Documents and any Refinancing
Indebtedness with respect thereto, as amended from time to time, including
principal, premium (if any), interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to the
Company whether or not a claim for post-filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof.

     "Blackstone" means Blackstone Capital Partners II Merchant Banking Fund
L.P. and its Affiliates.

     "Base Dividends" means dividends at the annual rate of   % of the
liquidation preference of the outstanding shares of the Company's   %
Exchangeable Participating Preferred Stock.

     "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

     "Business Day" means a day other than a Saturday, Sunday or other day on
which banking institutions in New York State are authorized or required by law
to close.

     "Capitalized Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized and reflected as a liability on
a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

     "Capital Stock" means:

          (i) in the case of a corporation, corporate stock, including, without
     limitation, corporate stock underlying IDSS and corporate stock outstanding
     upon the exchange of IDSS for the underlying securities;

          (ii) in the case of an association or business entity, any and all
     shares, interests, participations, rights or other equivalents (however
     designated) of corporate stock;

          (iii) in the case of a partnership or limited liability company,
     partnership or membership interests (whether general or limited); and

          (iv) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person.

                                       108
"Cash Equivalents" means:

          (i) U.S. dollars and foreign currency exchanged into U.S. dollars
     within 180 days;

          (ii) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof;

          (iii) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not exceeding one year and overnight
     bank deposits, in each case with any commercial bank having capital and
     surplus in excess of $500.0 million and whose long-term debt is rated "A"
     or the equivalent thereof by Moody's or S&P;

          (iv) repurchase obligations for underlying securities of the types
     described in clauses (ii) and (iii) above entered into with any financial
     institution meeting the qualifications specified in clause (iii) above;

          (v) commercial paper issued by a corporation (other than an Affiliate
     of the Company) rated at least "A-2" or the equivalent thereof by Moody's
     or S&P and in each case maturing within one year after the date of
     acquisition;

          (vi) investment funds investing at least 95% of their assets in
     securities of the types described in clauses (i) through (v) above;

          (vii) readily marketable direct obligations issued by any state of the
     United States of America or any political subdivision thereof having one of
     the two highest rating categories obtainable from either Moody's or S&P;
     and

          (viii) Indebtedness or preferred stock issued by Persons with a rating
     of "A" or higher from S&P or "A-2" or higher from Moody's.

     "Company" means Volume Services America Holdings, Inc. until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained in the Indenture and required by the Trust Indenture Act,
each other obligor on the Notes.

     "Consolidated Depreciation and Amortization Expense" means with respect to
any Person for any period, the total amount of depreciation and amortization
expense of such Person and its Restricted Subsidiaries for such period on a
consolidated basis and otherwise determined in accordance with GAAP.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of: (i) consolidated interest expense of
such Person and its Restricted Subsidiaries for such period, to the extent such
expense was deducted in computing Consolidated Net Income (including
amortization of original issue discount, the interest component of Capitalized
Lease Obligations (or any financing lease which has substantially the same
economic effect as a Capitalized Lease Obligation) and net payments and receipts
(if any) pursuant to Hedging Obligations and excluding amortization of deferred
financing fees), (ii) consolidated capitalized interest of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and (iii) the
earned discount or yield with respect to the sale of receivables.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis; provided, however, that:

          (i) any net after-tax extraordinary gains or losses (less all fees and
     expenses relating thereto) shall be excluded;

          (ii) any increase in amortization or depreciation resulting from
     purchase accounting in relation to any acquisition that is consummated
     after the Issue Date, net of taxes, shall be excluded;

                                       109
(iii) the Net Income for such period shall not include the cumulative
     effect of a change in accounting principles during such period;

          (iv) any net after-tax income or loss from discontinued operations and
     any net after-tax gains or losses on disposal of discontinued operations
     shall be excluded;

          (v) any net after-tax gains or losses (less all fees and expenses
     relating thereto) attributable to asset dispositions other than in the
     ordinary course of business (as determined in good faith by the Board of
     Directors) shall be excluded;

          (vi) the Net Income for such period of any Person that is not a
     Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is
     accounted for by the equity method of accounting, shall be included only to
     the extent of the amount of dividends or distributions or other payments
     paid in cash (or to the extent converted into cash) to the referent Person
     or a Restricted Subsidiary thereof in respect of such period; and

          (vii) the Net Income for such period of any Restricted Subsidiary
     shall be excluded to the extent that the declaration or payment of
     dividends or similar distributions by such Restricted Subsidiary of its Net
     Income is not at the date of determination permitted without any prior
     governmental approval (which has not been obtained) or, directly or
     indirectly, by the operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary or its stockholders,
     unless such restrictions with respect to the payment of dividends or in
     similar distributions have been legally waived; provided that the net loss
     of any such Restricted Subsidiary shall be included.

     Notwithstanding the foregoing, for the purpose of the covenant described
under "-- Limitation on Restricted Payments" only, there shall be excluded from
Consolidated Net Income any dividends, repayments of loans or advances or other
transfers of assets from Unrestricted Subsidiaries to the Company or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clauses (c)(iv) and (v) thereof.

     "Continuing Directors" means, as of any date of determination, any member
of the Company's Board of Directors who:

          (i) was a member of the Company's Board of Directors on the date of
     the Indenture; or

          (ii) was nominated for election or elected to the Board of Directors
     with the affirmative vote of at least a majority of the Continuing
     Directors who were members of the Company's Board of Directors at the time
     of the nomination or election.

     "Contribution Indebtedness" means Indebtedness of the Company in an
aggregate principal amount not greater than the amount of all Specified Cash
Contributions, provided that such Contribution Indebtedness (i) has a Stated
Maturity later than the Stated Maturity of the Notes, (ii) is Incurred
substantially concurrently with such Specified Cash Contributions, and (iii) is
so designated as Contribution Indebtedness pursuant to an Officers' Certificate
on the Incurrence date thereof.

     "Credit Agreement" means the credit agreement dated as of           , as
amended, restated, supplemented, waived, replaced, restructured, repaid,
refunded, refinanced or otherwise modified from time to time, including any
agreement extending the maturity thereof or otherwise restructuring all or any
portion of the Indebtedness under such agreement (except to the extent that any
such amendment, restatement, supplement, waiver, replacement, refunding,
refinancing or other modification thereto would be prohibited by the terms of
the Indenture, unless otherwise agreed to by the Holders of at least a majority
in aggregate principal amount of Notes at the time outstanding), among the
Company, the Subsidiaries of the Company named therein, the financial
institutions named therein and The Canadian Imperial Bank of Commerce, as
Administrative Agent.

                                       110
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Designated Noncash Consideration" means the Fair Market Value of noncash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is so designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, less the amount of Cash Equivalents received in connection with
a subsequent sale of such Designated Noncash Consideration.

     "Designated Preferred Stock" means Preferred Stock of the Company (other
than Disqualified Stock) that is issued for cash (other than to a Subsidiary of
the Company or an employee stock ownership plan or trust established by the
Company or any of its Subsidiaries) and is so designated as Designated Preferred
Stock, pursuant to an Officers' Certificate, on the issuance date thereof, the
cash proceeds of which are excluded from the calculation set forth in clause (c)
of the covenant described under "-- Limitation on Restricted Payments."

     "Designated Senior Indebtedness" means (i) the Bank Indebtedness and (ii)
any other Senior Indebtedness of the Company.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
of such Person which, by its terms (or by the terms of any security into which
it is convertible or for which it is redeemable or exchangeable), or upon the
happening of any event;

          (i) matures or is mandatorily redeemable, pursuant to a sinking fund
     obligation or otherwise;

          (ii) is convertible or exchangeable for Indebtedness or Disqualified
     Stock; or

          (iii) is redeemable at the option of the holder thereof, in whole or
     in part, in each case prior to the first anniversary of the maturity date
     of the Notes;

provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such first anniversary shall be deemed
to be Disqualified Stock; provided further, however, that if such Capital Stock
is issued to any employee or to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability. Notwithstanding anything contrary herein, the Company's Exchangeable
Participating Preferred Stock shall not be Disqualified Stock.

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Excluded Contributions" means the net cash proceeds received by the
Company after the Issue Date from (i) contributions to its common equity capital
and (ii) the sale (other than to a Subsidiary of the Company or to any Company
or Subsidiary management equity plan or stock option plan or any other
management or employee benefit plan or agreement) of Capital Stock (other than
Disqualified Stock and Designated Preferred Stock) of the Company, in each case
designated as Excluded Contributions pursuant to an Officers' Certificate
executed by an Officer of the Company, the cash proceeds of which are excluded
from the calculation set forth in clause (c) of the first paragraph of the
"-- Limitation on Restricted Payments" covenant.

     "Fair Market Value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.

     "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of Adjusted EBITDA of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the Company or any of
its Restricted Subsidiaries Incurs or redeems any Indebtedness
                                       111
(other than in the case of revolving credit borrowings, in which case interest
expense shall be computed based upon the average daily balance of such
Indebtedness during the applicable period) or issues or redeems Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated but prior to the event for which the calculation of
the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
Incurrence or redemption of Indebtedness, or such issuance or redemption of
Preferred Stock, as if the same had occurred at the beginning of the applicable
four-quarter period.

     For purposes of making the computation referred to above, Investments,
acquisitions, dispositions, mergers, consolidations and discontinued operations
(as determined in accordance with GAAP), in each case with respect to an
operating unit of a business, that have been made by the Company or any of its
Restricted Subsidiaries during the four-quarter reference period or subsequent
to such reference period and on or prior to or simultaneously with the
Calculation Date shall be calculated on a pro forma basis assuming that all such
Investments, acquisitions, dispositions, discontinued operations, mergers and
consolidations (and the reduction of any associated fixed charge obligations and
the change in Adjusted EBITDA resulting therefrom) had occurred on the first day
of the four-quarter reference period. If since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such
period) shall have made any Investment, acquisition, disposition, discontinued
operation, merger or consolidation, in each case with respect to an operating
unit of a business, that would have required adjustment pursuant to this
definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro
forma effect thereto for such period as if such Investment, acquisition,
disposition, discontinued operation, merger or consolidation had occurred at the
beginning of the applicable four-quarter period.

     For purposes of this definition, whenever pro forma effect is to be given
to any transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest on such Indebtedness shall be calculated as if the rate in effect on
the Calculation Date had been the applicable rate for the entire period (taking
into account any Hedging Obligations applicable to such Indebtedness if such
Hedging Obligation has a remaining term in excess of 12 months). Interest on a
Capitalized Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a responsible financial or accounting officer of the
Company to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP.

     For purposes of making the computation referred to above, interest on any
Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Company may designate. Any such pro forma calculation may
include adjustments appropriate, in the reasonable determination of the Company
as set forth in an Officers' Certificate, to reflect operating expense
reductions reasonably expected to result from any acquisition or merger.

     "Fixed Charges" means, with respect to any Person for any period, the sum
of (i) Consolidated Interest Expense of such Person for such period and (ii) all
cash dividend payments (excluding items eliminated in consolidation) on any
series of Preferred Stock or Disqualified Stock of such Person and its
Subsidiaries.

     "Foreign Subsidiary" means a Restricted Subsidiary not organized or
existing under the laws of the United States of America or any state or
territory thereof.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements
                                       112
by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date. For the purposes
of the Indenture, the term "consolidated" with respect to any Person shall mean
such Person consolidated with its Restricted Subsidiaries, and shall not include
any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted
Subsidiary will be accounted for as an Investment.

     "GE Capital" means General Electric Capital Corporation and its Affiliates.

     "Government Securities" means securities that are:

          (i) direct obligations of the United States of America for the timely
     payment of which its full faith and credit is pledged; or

          (ii) obligations of a Person controlled or supervised by and acting as
     an agency or instrumentality of the United States of America the timely
     payment of which is unconditionally guaranteed as a full faith and credit
     obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act), as custodian with respect to
any such Government Securities or a specific payment of principal of or interest
on any such Government Securities held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Securities or the specific payment of
principal of or interest on the Government Securities evidenced by such
depository receipt.

     "guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness or other obligations.

     "Guarantee" means any guarantee of the obligations of the Company under the
Indenture and the Notes by any Person in accordance with the provisions of the
Indenture.

     "Guarantor" means any Person that Incurs a Guarantee; provided that upon
the release or discharge of such Person from its Guarantee in accordance with
the Indenture, such Person ceases to be a Guarantor.

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) currency exchange, interest rate or commodity swap
agreements, currency exchange, interest rate or commodity cap agreements and
currency exchange, interest rate or commodity collar agreements and (ii) other
agreements or arrangements designed to protect such Person against fluctuations
in currency exchange, interest rates or commodity prices.

     "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

     "IDSS" means the Company's Income Depositary Securities, whether currently
outstanding or as may be issued from time to time.

     "Incur" means issue, assume, guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
person at the time it becomes a Subsidiary.

     "Indebtedness" means, with respect to any Person:

          (i) the principal and premium (if any) of any indebtedness of such
     Person, whether or not contingent:

             (a) in respect of borrowed money;

                                       113
(b) evidenced by bonds, notes, debentures or similar instruments or
        letters of credit or bankers' acceptances (or, without duplication,
        reimbursement agreements in respect thereof);

             (c) representing the deferred and unpaid purchase price of any
        property, except any such balance that constitutes a trade payable or
        similar obligation to a trade creditor due within six months from the
        date on which it is Incurred, in each case Incurred in the ordinary
        course of business, which purchase price is due more than six months
        after the date of placing the property in service or taking delivery and
        title thereto;

             (d) in respect of Capitalized Lease Obligations; or

             (e) representing any Hedging Obligations,

     if and to the extent that any of the foregoing Indebtedness (other than
     letters of credit and Hedging Obligations) would appear as a liability on a
     balance sheet (excluding the footnotes thereto) of such Person prepared in
     accordance with GAAP;

          (ii) to the extent not otherwise included, any obligation of such
     Person to be liable for, or to pay, as obligor, guarantor or otherwise, on
     the Indebtedness of another Person (other than by endorsement of negotiable
     instruments for collection in the ordinary course of business); and

          (iii) to the extent not otherwise included, Indebtedness of another
     Person secured by a Lien on any asset owned by such Person (whether or not
     such Indebtedness is assumed by such Person); provided, however, that the
     amount of such Indebtedness will be the lesser of (a) the Fair Market Value
     of such asset at such date of determination and (b) the amount of such
     Indebtedness of such other Person;

     provided, further, that any obligation of the Company or any Restricted
     Subsidiary in respect of (i) minimum guaranteed commissions, or other
     similar payments, to clients, minimum returns to clients or stop loss
     limits in favor of clients or (ii) indemnification obligations to clients,
     in each case pursuant to contracts to provide services to clients entered
     into in the ordinary course of business shall be deemed not to constitute
     Indebtedness.

     "Independent Financial Advisor" means an accounting, appraisal or
investment banking firm or consultant to Persons engaged in a similar business
of nationally recognized standing that is, in the good faith determination of
the Company, qualified to perform the task for which it has been engaged.

     "Investment Grade Securities" means:

          (i) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     (other than Cash Equivalents);

          (ii) debt securities or debt instruments with a rating of BBB- or
     higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating
     by such rating organization, or if no rating of S&P or Moody's then exists,
     the equivalent of such rating by any other nationally recognized securities
     rating agency, but excluding any debt securities or instruments
     constituting loans or advances among the Company and its Subsidiaries; and

          (iii) investments in any fund that invests exclusively in investments
     of the type described in clauses (i) and (ii) which fund may also hold
     immaterial amounts of cash pending investment and/or distribution.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts receivable,
trade credit and advances to customers and commission, travel and similar
advances to officers, employees and consultants made in the ordinary course of
business), purchases or other acquisitions for consideration (including
agreements providing for the adjustment of purchase price) of Indebtedness,
Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet of the Company
in the same manner as the other

                                       114
investments included in this definition to the extent such transactions involve
the transfer of cash or other property.

     For purposes of the definition of "Unrestricted Subsidiary" and the
covenant described under "-- Limitation on Restricted Payments:"

          (i) "Investments" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the Fair Market Value of
     the net assets of a Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; provided, however,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Company shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary equal to an amount (if positive) equal to (x)
     the Company's "Investment" in such Subsidiary at the time of such
     redesignation less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the Fair Market Value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (ii) any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its Fair Market Value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors.

     "Issue Date" means the date on which the Notes are originally issued or,
with respect to any Additional Notes, the date on which such Additional Notes
are originally issued.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction);
provided that in no event shall an operating lease be deemed to constitute a
Lien.

     "Management Group" means the group consisting of the directors, executive
officers and other personnel of the Company on the Issue Date.

     "Moody's" means Moody's Investors Service, Inc.

     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends.

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received in respect of or upon the sale or other
disposition of any Designated Noncash Consideration received in any Asset Sale
and any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received,
but excluding the assumption by the acquiring person of Indebtedness relating to
the disposed assets or other considerations received in any other noncash form),
net of the direct costs relating to such Asset Sale and the sale or disposition
of such Designated Noncash Consideration (including, without limitation, legal,
accounting and investment banking fees, and brokerage and sales commissions),
and any relocation expenses Incurred as a result thereof, taxes paid or payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements related thereto), amounts required
to be applied to the repayment of principal, premium (if any) and interest on
Indebtedness required (other than pursuant to clause (i) of the second paragraph
of the covenant described under "-- Asset Sales") to be paid as a result of such
transaction, and any deduction of appropriate amounts to be provided by the
Company as a reserve in accordance with GAAP against any liabilities associated
with the asset disposed of in such transaction and retained by the Company after
such sale or other disposition thereof, including, without limitation, pension
and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
such transaction.

     "Notes" means the   % subordinated notes of the Company, including any
Additional Notes unless expressly provided otherwise.
                                       115
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers' acceptances), damages
and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Notes shall not
include fees or indemnifications in favor of the Trustee and other third parties
other than the Holders of the Notes.

     "Officer" means the Chairman of the Board, the President, any Executive
Vice President, Senior Vice President or Vice President, the Treasurer or the
Secretary of the Company.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company that meets the requirements set forth in the
Indenture.

     "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

     "Pari Passu Indebtedness" means (i) with respect to the Company, the Notes
and any other Indebtedness of the Company, other than Senior Indebtedness or
Secured Indebtedness of the Company and (ii) with respect to any Guarantor, its
Guarantee and any other Indebtedness of such Guarantor, other than Senior
Indebtedness or Secured Indebtedness of such Guarantor.

     "Participating Dividends" means dividends on the shares of the Company's
  % Junior Exchangeable Participating Preferred Stock in an amount equal to the
aggregate amount of all cash dividends or other distributions declared on each
share of the Company's common stock multiplied by the number of shares of the
Company's common stock for which each share of such Preferred Stock may be
exchanged.

     "Permitted Asset Swap" means any one or more transactions in which the
Company or any Restricted Subsidiary exchanges assets for consideration
consisting of (i) assets used or useful in a Similar Business and (ii) any cash
or Cash Equivalents, provided that such cash or Cash Equivalents will be
considered Net Proceeds from an Asset Sale.

     "Permitted Holders" means Blackstone, GE Capital and the Management Group.

     "Permitted Investments" means:

          (i) any Investment in the Company or any Restricted Subsidiary;

          (ii) any Investment in Cash Equivalents or Investment Grade
     Securities;

          (iii) any Investment by the Company or any Restricted Subsidiary of
     the Company in a Person that is primarily engaged in a Similar Business if
     as a result of such Investment (a) such Person becomes a Restricted
     Subsidiary or (b) such Person, in one transaction or a series of related
     transactions, is merged, consolidated or amalgamated with or into, or
     transfers or conveys substantially all of its assets to, or is liquidated
     into, the Company or a Restricted Subsidiary;

          (iv) any Investment in securities or other assets not constituting
     Cash Equivalents and received in connection with an Asset Sale made
     pursuant to the provisions of "-- Asset Sales" or any other disposition of
     assets not constituting an Asset Sale;

          (v) any Investment existing on the Issue Date;

          (vi) advances to employees not in excess of $5.0 million outstanding
     at any one time in the aggregate;

          (vii) any Investment acquired by the Company or any of its Restricted
     Subsidiaries (a) in exchange for any other Investment or accounts
     receivable held by the Company or any such Restricted Subsidiary in
     connection with or as a result of a bankruptcy, workout, reorganization or
     recapitalization of the issuer of such other Investment or accounts
     receivable or (b) as a result of a

                                       116
foreclosure by the Company or any of its Restricted Subsidiaries with
     respect to any secured Investment or other transfer of title with respect
     to any secured Investment in default;

          (viii) Hedging Obligations permitted under clause (j) of the
     "-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified
     Stock and Preferred Stock" covenant;

          (ix) additional Investments having an aggregate Fair Market Value,
     taken together with all other Investments made pursuant to this clause (ix)
     that are at that time outstanding, not to exceed the greater of 7.5% of
     Total Assets or $10.0 million at the time of such Investment (with the Fair
     Market Value of each Investment being measured at the time made and without
     giving effect to subsequent changes in value);

          (x) loans and advances to officers, directors and employees for
     business-related travel expenses, moving expenses and other similar
     expenses, in each case Incurred in the ordinary course of business;

          (xi) Investments the payment for which consists of Equity Interests of
     the Company (other than Disqualified Stock); provided, however, that such
     Equity Interests will not increase the amount available for Restricted
     Payments under clause (c) of the "-- Limitation on Restricted Payments"
     covenant;

          (xii) any transaction to the extent it constitutes an Investment that
     is permitted by and made in accordance with the provisions of the second
     paragraph of the covenant described under "-- Transactions with Affiliates"
     (except transactions described in clauses (ii), (iii) and (vi) of such
     paragraph);

          (xiii) Investments consisting of the licensing or contribution of
     intellectual property pursuant to joint marketing arrangements with other
     Persons;

          (xiv) Guarantees issued in accordance with "Limitations on Incurrence
     of Indebtedness and Issuance of Disqualified Stock and Preferred Stock;"

          (xv) any Investment by Restricted Subsidiaries in other Restricted
     Subsidiaries and Investments by Subsidiaries that are not Restricted
     Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries;

          (xvi) Investments consisting of purchases and acquisitions of
     inventory, supplies, materials and equipment or purchases of contract
     rights or licenses or leases of intellectual property, in each case in the
     ordinary course of business;

          (xvii) loans and advances to VSI Management Direct LP, VSI Management
     II L.P., Recreational Services, LLC, current or former management personnel
     of the Company and/or any entity in which any current or former management
     personnel of the Company has a beneficial or economic interest pursuant to
     any management equity plan or stock option plan or any other management or
     employee benefit or incentive plan or agreement or any other agreement
     pursuant to which stock is held for the benefit of such persons not to
     exceed $7.5 million in aggregate principal amount at any time outstanding,
     the proceeds of which will be used to purchase or redeem, directly or
     indirectly, shares of Capital Stock of the Company or to purchase limited
     partnership interests in VSI Management Direct LP, VSI Management II L.P.
     or Recreational Services, LLC; and

          (xviii) loans to clients made in connection with entering into,
     renegotiating, renewing or amending contracts to provide services not to
     exceed $15.0 million in any fiscal year or $30.0 million in aggregate
     amount at any time outstanding.

     "Permitted Junior Securities" shall mean debt or equity securities of the
Company or any successor corporation issued pursuant to a plan of reorganization
or readjustment of the Company that are subordinated to the payment of all
then-outstanding Senior Indebtedness of the Company at least to the same extent
that the Notes are subordinated to the payment of all Senior Indebtedness of the
Company on the Issue Date, so long as to the extent that any Senior Indebtedness
of the Company outstanding on the date of consummation of any such plan of
reorganization or readjustment is not paid in full in cash on
                                       117
such date, either (a) the holders of any such Senior Indebtedness not so paid in
full in cash have consented to the terms of such plan of reorganization or
readjustment or (b) such holders receive securities which constitute Senior
Indebtedness and which have been determined by the relevant court to constitute
satisfaction in full in cash of any Senior Indebtedness not paid in full in
cash.

     "Permitted Liens" means, with respect to any Person:

          (a) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits in connection with bids, tenders, contracts (other than for the
     payment of Indebtedness) or leases to which such Person is a party, or
     deposits to secure public or statutory obligations of such Person or
     deposits of cash or United States government bonds to secure surety or
     appeal bonds to which such Person is a party, or deposits as security for
     contested taxes or import duties or for the payment of rent, in each case
     Incurred in the ordinary course of business;

          (b) Liens imposed by law, such as carriers', warehousemen's and
     mechanics' Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings or other Liens arising out of
     judgments or awards against such Person with respect to which such Person
     shall then be proceeding with an appeal or other proceedings for review;

          (c) Liens for taxes, assessments or other governmental charges not yet
     due or payable or subject to penalties for nonpayment or which are being
     contested in good faith by appropriate proceedings;

          (d) Liens in favor of issuers of performance and surety bonds or bid
     bonds or completion guarantees or with respect to other regulatory
     requirements or letters of credit issued pursuant to the request of and for
     the account of such Person in the ordinary course of its business;

          (e) minor survey exceptions, minor encumbrances, easements or
     reservations of, or rights of others for, licenses, rights-of-way, sewers,
     electric lines, telegraph and telephone lines and other similar purposes,
     or zoning or other restrictions as to the use of real properties or Liens
     incidental to the conduct of the business of such Person or to the
     ownership of its properties which were not Incurred in connection with
     Indebtedness and which do not in the aggregate materially adversely affect
     the value of said properties or materially impair their use in the
     operation of the business of such Person;

          (f) Liens securing Indebtedness permitted to be incurred pursuant to
     clause (d) of the second paragraph of the covenant described under
     "-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified
     Stock and Preferred Stock;"

          (g) Liens to secure Indebtedness permitted pursuant to clause (a) of
     the second paragraph of the covenant described under "-- Limitations on
     Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred
     Stock;"

          (h) Liens existing on the Issue Date;

          (i) Liens on property or shares of stock of a Person at the time such
     Person becomes a Subsidiary; provided, however, such Liens are not created
     or Incurred in connection with, or in contemplation of, such other Person
     becoming such a Subsidiary; provided further, however, that such Liens may
     not extend to any other property owned by the Company or any Restricted
     Subsidiary;

          (j) Liens on property at the time the Company or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation with or into the Company or any Restricted
     Subsidiary; provided further, however, that such Liens are not created or
     Incurred in connection with, or in contemplation of, such acquisition;
     provided further, however, that the Liens may not extend to any other
     property owned by the Company or any Restricted Subsidiary;

          (k) Liens securing Indebtedness or other obligations of a Restricted
     Subsidiary owing to the Company or another Restricted Subsidiary permitted
     to be incurred in accordance with the covenant

                                       118
described under "-- Limitations on Incurrence of Indebtedness and Issuance
     of Disqualified Stock and Preferred Stock;"

          (l) Liens securing Hedging Obligations so long as the related
     Indebtedness is, and is permitted to be under the Indenture, secured by a
     Lien on the same property securing such Hedging Obligations;

          (m) Liens on specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances, issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (n) leases and subleases of real property which do not materially
     interfere with the ordinary conduct of the business of the Company or any
     of its Restricted Subsidiaries;

          (o) Liens arising from Uniform Commercial Code financing statement
     filings regarding operating leases entered into by the Company and its
     Restricted Subsidiaries in the ordinary course of business;

          (p) Liens in favor of the Company;

          (q) Liens on equipment of the Company granted in the ordinary course
     of business to the Company's client at which such equipment is located;

          (r) Liens encumbering deposits made in the ordinary course of business
     to secure obligations arising from statutory, regulatory, contractual or
     warranty requirements, including rights of offset and set-off;

          (s) Liens on the Equity Interests of Unrestricted Subsidiaries
     securing obligations of Unrestricted Subsidiaries not otherwise prohibited
     by the Indenture;

          (t) Liens to secure Indebtedness permitted by clause (l) of the second
     paragraph of the covenant described under "-- Limitations on Incurrence of
     Indebtedness and Issuance of Disqualified Stock and Preferred Stock;" and

          (u) Liens to secure any refinancing, refunding, extension, renewal or
     replacement (or successive refinancings, refundings, extensions, renewals
     or replacements) as a whole, or in part, of any Indebtedness secured by any
     Lien referred to in the foregoing clauses (f), (g), (h), (i), (j), (k), (l)
     and (t); provided, however, that (x) such new Lien shall be limited to all
     or part of the same property that secured the original Lien (plus
     improvements on such property) and (y) the Indebtedness secured by such
     Lien at such time is not increased to any amount greater than the sum of
     (A) the outstanding principal amount or, if greater, committed amount of
     the Indebtedness described under clauses (f), (g), (h), (i), (j), (k), (l)
     or (t) at the time the original Lien became a Permitted Lien under the
     Indenture and (B) an amount necessary to pay any fees and expenses,
     including premiums, related to such refinancing, refunding, extension,
     renewal or replacement.

     "Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

     "Preferred Stock" means any Equity Interest with preferential right of
payment of dividends or upon liquidation, dissolution, or winding up.

     "Representative" means the trustee, agent or representative (if any) for an
issue of Senior Indebtedness.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

     "Sale/Leaseback Transaction" means an arrangement relating to property now
owned or hereafter acquired by the Company or a Restricted Subsidiary whereby
the Company or a Restricted Subsidiary transfers such property to a Person and
the Company or such Restricted Subsidiary leases it from such
                                       119
Person, other than leases between the Company and a Wholly Owned Subsidiary or
between Wholly Owned Subsidiaries.

     "Secured Indebtedness" means any Indebtedness of the Company or any
Subsidiary secured by a Lien.

     "Securities Offering" means any public or private sale of IDSS or common
stock or Preferred Stock of the Company or VSA (other than Disqualified Stock),
other than (i) public offerings with respect to IDSS or the Company's Common
Stock registered on Form S-8 and (ii) any such public or private sale that
constitutes an Excluded Contribution.

     "S&P" means Standard and Poor's Ratings Group.

     "Senior Credit Documents" means the collective reference to the Credit
Agreement, the notes issued pursuant thereto and the guarantees thereof, and the
collateral documents relating thereto.

     "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

     "Similar Business" means a business, the majority of whose revenues are
derived from the provision of food, beverage, catering, merchandise, management
or other services at stadiums, convention centers, ball parks, concert halls,
theaters, seaports, airports, golf courses, arenas, racetracks, parks, malls,
zoos, bandstands, or other recreational venues, or the activities of the Company
and its Subsidiaries as of the Issue Date or any business or activity that is
reasonably similar thereto or a reasonable extension, development or expansion
thereof or ancillary thereto, including, without limitation, investing in sports
teams.

     "Specified Cash Contributions" means the aggregate amount of cash
contributions (other than Excluded Contributions) made to the capital of the
Company which are designated as "Specified Cash Contributions" pursuant to an
Officers' Certificate.

     "Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

     "Subsidiary" means, with respect to any Person:

          (i) any corporation, association or other business entity (other than
     a partnership, joint venture or limited liability company) of which more
     than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency) to vote in the
     election of directors, managers or trustees thereof is at the time of
     determination owned or controlled, directly or indirectly, by such Person
     or one or more of the other Subsidiaries of that Person or a combination
     thereof; and

          (ii) any partnership, joint venture or limited liability company of
     which (x) more than 50% of the capital accounts, distribution rights, total
     equity and voting interests or general and limited partnership interests,
     as applicable, are owned or controlled, directly or indirectly, by such
     Person or one or more of the other Subsidiaries of that Person or a
     combination thereof, whether in the form of membership, general, special or
     limited partnership interests or otherwise and (y) such Person or any
     Wholly Owned Restricted Subsidiary of such Person is a controlling general
     partner or otherwise controls such entity.

     "Total Assets" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the
Company.

     "Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.

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"Trust Officer" means (i) any officer within the corporate trust department
of the Trustee, including any vice president, assistant vice president,
assistant secretary, assistant treasurer, trust officer or any other officer of
the Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person's knowledge of and
familiarity with the particular subject and (ii) who shall have direct
responsibility for the administration of the Indenture.

     "Unrestricted Subsidiary" means:

          (i) any Subsidiary of the Company that at the time of determination
     shall be designated an Unrestricted Subsidiary by the Board of Directors in
     the manner provided below; and

          (ii) any Subsidiary of an Unrestricted Subsidiary. The Board of
     Directors may designate any Subsidiary of the Company (including any newly
     acquired or newly formed Subsidiary of the Company) to be an Unrestricted
     Subsidiary unless such Subsidiary or any of its Subsidiaries owns any
     Equity Interests or Indebtedness of, or owns or holds any Lien on any
     property of, the Company or any other Subsidiary of the Company that is not
     a Subsidiary of the Subsidiary to be so designated; provided, however, that
     the Subsidiary to be so designated and its Subsidiaries do not at the time
     of designation have and do not thereafter Incur any Indebtedness pursuant
     to which the lender has recourse to any of the assets of the Company or any
     of its Restricted Subsidiaries; provided further, however, that either (a)
     the Subsidiary to be so designated has total consolidated assets of $1,000
     or less or (b) if such Subsidiary has consolidated assets greater than
     $1,000, then such designation would be permitted under the covenant
     entitled "-- Limitation on Restricted Payments."

     The Board of Directors may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (x)(1) the Company could Incur $1.00 of additional
Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under
"-- Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock
and Preferred Stock" or (2) the Fixed Charge Coverage Ratio for the Company and
its Restricted Subsidiaries would be greater than such ratio for the Company and
its Restricted Subsidiaries immediately prior to such designation, in each case
on a pro forma basis taking into account such designation and (y) no Default
shall have occurred and be continuing. Any such designation by the Board of
Directors shall be evidenced to the Trustee by promptly filing with the Trustee
a copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
or Disqualified Stock, as the case may be, at any date, the quotient obtained by
dividing (i) the sum of the products of the number of years from the date of
determination to the date of each successive scheduled principal payment of such
Indebtedness or redemption or similar payment with respect to such Disqualified
Stock multiplied by the amount of such payment, by (ii) the sum of all such
payments.

     "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary that is
a Restricted Subsidiary.

     "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person
100% of the outstanding Capital Stock or other ownership interests of which
(other than directors' qualifying shares) shall at the time be owned by such
Person or by one or more Wholly Owned Subsidiaries of such Person and one or
more Wholly Owned Subsidiaries of such Person.

                                       121
DESCRIPTION OF CAPITAL STOCK

     The following is a description of the terms of our amended and restated
certificate of incorporation and by-laws, copies of the forms of which have been
filed with the Commission as exhibits to the registration statement of which
this prospectus is part.

AUTHORIZED CAPITALIZATION

     Our authorized capital stock consists of:

     -           shares of common stock, par value $0.01 per share; and

     -           shares of preferred stock, par value $0.01 per share, including
                 shares of   % exchangeable participating preferred stock.

     After this offering, there will be           shares of our common stock and
          shares of our exchangeable participating preferred stock outstanding.

COMMON STOCK

     The following summary is qualified in its entirety by the provisions of our
amended and restated certificate of incorporation and by-laws and the applicable
provisions of the Delaware General Corporation Law, or DGCL.

     Dividends.  Holders of shares of our common stock will be entitled to
receive such dividends and other distributions in cash, stock or property of
ours as may be declared by our board of directors from time to time out of our
assets or funds legally available for dividends or other distributions.

     Rights Upon Liquidation.  In the event of our voluntary or involuntary
liquidation, dissolution or winding up, holders of shares of our common stock
will be entitled to share equally in our assets available for distribution to
the holders of shares of our common stock.

     Voting and Preemptive Rights.  Shares of our common stock carry one vote
per share. Holders of shares of our common stock have no cumulative voting or
preemptive rights.

     No Stockholder Action by Written Consent.  Our certificate of incorporation
prohibits stockholder action by written consent.

     Limited Stockholder Ability to Call a Special Meeting.  Our certificate of
incorporation provides that a special meeting of our stockholders may be called
only by (1) our board of directors or the chairman of our board of directors or
(2) upon a requisition by holders of at least 25% in voting power of all the
outstanding shares of our common stock entitled to vote at that meeting.

     Limitation of Director Liability.  Our certificate of incorporation
provides that our directors are not liable to our stockholders for monetary
damages for breach of fiduciary duty as directors, except for liability:

     - for breach of duty of loyalty;

     - for acts or omissions not in good faith or involving intentional
       misconduct or knowing violation of law;

     - under Section 174 of the DGCL (unlawful dividends or stock repurchases);
       and

     - for transactions from which the director derived improper personal
       benefit.

     Indemnification of Directors and Officers.  Our certificate of
incorporation provides for indemnification of our directors and officers to the
fullest extent authorized by the DGCL.

     Classified Board of Directors.  Our certificate of incorporation provides
for a classified board of directors.

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Quorum Requirements; Removal of Directors.  Our certificate of
incorporation provides for a minimum quorum of one-third in voting power of the
outstanding shares of our capital stock entitled to vote, except that a minimum
quorum of a majority in voting power of the outstanding shares of our capital
stock entitled to vote is necessary to hold a vote for any director in a
contested election, the removal of a director or the filling of a vacancy on our
board of directors. Directors may be removed only for cause by the affirmative
vote of at least a majority in voting power of the outstanding shares of our
capital stock entitled to vote.

PREFERRED STOCK

     General.  Our board of directors has the authority to issue shares of
preferred stock from time to time on terms that it may determine, to divide
shares of preferred stock into one or more series and to fix the designations,
voting powers, preferences and relative participating, optional or other special
rights of each series, and the qualifications, limitations or restrictions of
each series, to the fullest extent permitted by the DGCL. The issuance of shares
of preferred stock could have the effect of decreasing the market price of the
IDSS and our shares of common stock, impeding or delaying a possible takeover
and adversely affecting the voting and other rights of the holders of shares of
our common stock.

       % Exchangeable Participating Preferred Stock.  Our board of directors has
the authority to issue shares of   % exchangeable participating preferred stock,
$          liquidation preference per share. Holders of shares of our
exchangeable participating preferred stock will have no preemptive or
preferential rights to purchase or subscribe to stock, obligations, warrants or
any other of our securities. Subject to applicable law, the shares of our
exchangeable participating preferred stock will, upon liquidation, winding up
and dissolution, be deemed to be automatically exchanged for the number of
shares of our common stock and the aggregate principal amount of our
subordinated notes that the shares of our exchangeable participating preferred
stock would otherwise be exchangeable for, or if that automatic exchange is
prohibited by applicable law, then the shares of our exchangeable participating
preferred stock will rank senior to our common stock and any other class or
series of our capital stock upon our liquidation, winding up or dissolution.

     Dividends.  The holders of shares of exchangeable participating preferred
stock will be entitled to receive, when, as and if declared by our board of
directors out of funds legally available for payment, cash dividends per share
equal to the sum of:

     - dividends at the annual rate of   % of the $          liquidation
       preference per share of preferred stock; we refer to this dividend as the
       "base dividend;" and

     - the aggregate amount of all cash dividends or other distributions
       declared on each share of our common stock since the immediately
       preceding monthly dividend payment or distribution date multiplied by the
       number of shares of our common stock for which each share of our
       exchangeable participating preferred stock may be exchanged; we refer to
       this dividend as the "participating dividend."

     Dividends are payable on the   th day of each month to holders of record on
the relevant record date. The base dividend will rank senior and prior to any
dividends on any other shares of our capital stock, including our common stock,
and the participating dividend will rank equal to any dividends on shares of our
common stock. The base dividend will be cumulative from each monthly dividend
payment date, whether or not we will have funds legally available for the
payment of those dividends. Accumulations of base dividends on shares of
exchangeable participating preferred stock will bear interest at a rate of   %
per year.

     If at any time a dividend or other distribution payable in shares of our
common stock or other securities, or options or warrants to purchase shares of
our common stock or other securities, or securities convertible into or
exchangeable for shares of our common stock or other securities, or any other
property is paid on the shares of our common stock, a like dividend or other
distribution will also be paid on the shares of our exchangeable participating
preferred stock in an amount per share equal to the per share

                                       123
dividend or distribution on our common stock multiplied by the number of shares
of our common stock for which each share of our exchangeable participating
preferred stock may be exchanged.

     Voting.  At each annual or special meeting of our stockholders and for all
other purposes, each holder of record of shares of our exchangeable
participating preferred stock will be entitled to a number of votes per share
standing in that person's name on our stock transfer records equal to the number
of shares of our common stock for which each share of our exchangeable
participating preferred stock may be exchanged. Except as otherwise required by
law or any stockholders agreement, the holders of shares of our exchangeable
participating preferred stock and the holders of shares of our common stock will
vote together as a single class on all matters with respect to which a vote of
our stockholders is required under applicable law, our certificate of
incorporation or by-laws or on which a vote of stockholders is otherwise duly
called for, including, but not limited to, the election of directors.

     Exchange Rights.  Holders of shares of our exchangeable participating
preferred stock will have the right, at any time after the underwriters'
over-allotment option expires or is terminated, to exchange each share of
exchangeable participating preferred stock for one share of our common stock,
subject to adjustment if there is any split, subdivision, combination or
reclassification of the shares of our common stock, and, to the extent there
exist sufficient funds legally available therefor, $          aggregate
principal amount of our subordinated notes.

     In the event that we exercise our right to partially or fully redeem our
subordinated notes on a pro rata basis, the shares of our exchangeable
participating preferred stock will be automatically exchanged for the applicable
number of shares of our common stock and $     aggregate principal amount of our
subordinated notes, which will be subject to the pro rata redemption.

     Mergers, Consolidations, Etc.  If we enter into any consolidation, merger,
combination or other transaction in which our shares of common stock or our
subordinated notes are exchanged for or changed into other stock or securities,
or any other property, then the shares of our exchangeable participating
preferred stock will at the same time be similarly exchanged or changed, in
whole or in part as applicable, in an amount per share equal to the aggregate
amount of stock, securities, cash or any other property into which or for which
(1) each share of our common stock is changed or exchanged multiplied by the
number of shares of our common stock for which each share of our exchangeable
participating preferred stock may have been otherwise exchanged and (2) the
aggregate principal amount of subordinated notes for which each share of our
exchangeable participating preferred stock may have been otherwise exchanged is
changed or exchanged.

     Redemption.  We will have the right to redeem all or a portion of the
shares of our exchangeable participating preferred stock with the proceeds we
receive from the exercise of the underwriters' over-allotment option. Each share
of our exchangeable participating preferred stock which is redeemed by us will
be cancelled and will not be reissued.

ANTI-TAKEOVER EFFECTS OF VARIOUS PROVISIONS OF DELAWARE LAW AND OUR AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION AND BY-LAWS

     Our certificate of incorporation and by-laws contain provisions that may
have some anti-takeover effects.

     Delaware Anti-Takeover Statute.  We are subject to Section 203 of the DGCL.
Subject to specific exceptions, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the time the person became an
interested stockholder, unless:

     - the business combination, or the transaction in which the stockholder
       became an interested stockholder, is approved by our board of directors
       prior to the time the interested stockholder attained that status;

                                       124
- upon consummation of the transaction that resulted in the stockholder
       becoming an interested stockholder, the interested stockholder owned at
       least 85% of the voting stock of the corporation outstanding at the time
       the transaction commenced, excluding those shares owned by persons who
       are directors and also officers and by employee stock plans in which
       employee participants do not have the right to determine confidentially
       whether shares held subject to the plan will be tendered in a tender or
       exchange offer; or

     - at or after the time a person became an interested stockholder, the
       business combination is approved by our board of directors and authorized
       at an annual or special meeting of stockholders by the affirmative vote
       of at least two-thirds of the outstanding voting stock that is not owned
       by the interested stockholder.

     "Business combinations" include mergers, asset sales and other transactions
resulting in a financial benefit to the interested stockholder. Subject to
various exceptions, in general an "interested stockholder" is a person who,
together with his or her affiliates and associates, owns, or within three years
did own, 15% or more of the shares of the corporation's outstanding voting
stock. These restrictions could prohibit or delay the accomplishment of mergers
or other takeover or change in control attempts with respect to us and,
therefore, may discourage attempts to acquire us.

     The provisions of Section 203 of the DGCL will not apply to BCP Volume, BCP
Offshore Volume, Recreational Services or their respective current affiliates
and associates, even if they would otherwise constitute "interested
stockholders" under Section 203 of the DGCL.

     In addition, various provisions of our certificate of incorporation and
by-laws, which are summarized in the following paragraphs, may have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in its best interest, including those
attempts that might result in a premium over the market price for the shares
held by stockholders.

     No Cumulative Voting.  The DGCL provides that stockholders are denied the
right to cumulate votes in the election of directors unless our certificate of
incorporation provides otherwise. Our amended and restated certificate of
incorporation does not expressly address cumulative voting.

     No Stockholder Action by Written Consent; Calling of Special Meeting of
Stockholders.  Our certificate of incorporation prohibits stockholder action by
written consent. It also provides that special meetings of our stockholders may
be called only by (1) our board of directors or the chairman of our board of
directors or (2) upon a requisition by holders of at least 25% in voting power
of all the outstanding shares of our common stock entitled to vote at that
meeting.

     Advance Notice Requirements for Stockholder Proposals and Director
Nominations.  Our by-laws provide that stockholders seeking to bring business
before or to nominate candidates for election as directors at an annual meeting
of stockholders must provide timely notice of their proposal in writing to the
corporate secretary. To be timely, a stockholder's notice must be delivered or
mailed and received at our principal executive offices not less than 90 nor more
than 120 days in advance of the anniversary date of the immediately preceding
annual meeting of stockholders. Our by-laws also specify requirements as to the
form and content of a stockholder's notice. These provisions may impede
stockholders' ability to bring matters before an annual meeting of stockholders
or make nominations for directors at an annual meeting of stockholders.
Stockholder nominations for the election of directors at a special meeting or
notice of other stockholder proposals must be received by our corporate
secretary by the later of 10 days following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made or 90 days prior to the date that meeting is proposed
to be held.

     Limitations on Liability and Indemnification of Officers and
Directors.  The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breaches of directors' fiduciary duties as directors. Our
certificate of

                                       125
incorporation includes a provision that eliminates the personal liability of
directors for monetary damages for actions taken as a director, except for
liability:

     - for breach of duty of loyalty;

     - for acts or omissions not in good faith or involving intentional
       misconduct or knowing violation of law;

     - under Section 174 of the DGCL (unlawful dividends or stock repurchases);
       or

     - for transactions from which the director derived improper personal
       benefit.

     Our certificate of incorporation provides that we must indemnify and
advance expenses to our directors and officers to the fullest extent authorized
by the DGCL. We are also expressly authorized to carry directors' and officers'
insurance for our directors, officers and certain employees for some
liabilities. We believe that these indemnification provisions and insurance are
useful to attract and retain qualified directors and executive officers.

     The limitation of liability and indemnification provisions in our
certificate of incorporation and by-laws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. These
provisions may also have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an action, if
successful, might otherwise benefit us and our stockholders. In addition, your
investment may be adversely affected to the extent that, in a class action or
direct suit, we pay the costs of settlement and damage awards against directors
and officers pursuant to these indemnification provisions.

     There is currently no pending material litigation or proceeding involving
any of our directors, officers or employees for which indemnification is sought.

     Authorized but Unissued Shares.  Our authorized but unissued shares of
common stock and preferred stock will be available for future issuance without
your approval. We may use additional shares for a variety of corporate purposes,
including future public offerings to raise additional capital, corporate
acquisitions and employee benefit plans. The existence of authorized but
unissued shares of common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.

     Supermajority Provisions.  The DGCL provides generally that the affirmative
vote of a majority in voting power of the outstanding shares entitled to vote is
required to amend a corporation's certificate of incorporation, unless the
certificate of incorporation requires a greater percentage. Our certificate of
incorporation provides that the following provisions in the certificate of
incorporation may be amended only by a vote of two-thirds or more in voting
power of all the outstanding shares of our capital stock entitled to vote:

     - the prohibition on stockholder action by written consent;

     - the ability to call a special meeting of stockholders being vested solely
       in (1) our board of directors and the chairman of our board of directors
       and (2) upon a requisition by holders of at least 25% in voting power of
       all the outstanding shares of our common stock entitled to vote at that
       meeting;

     - the provisions relating to the classification of our board of directors;

     - the provisions relating to the size of our board of directors;

     - the provisions relating to the quorum requirements for stockholder action
       and the removal of directors;

     - the limitation on the liability of our directors to us and our
       stockholders;

     - the obligation to indemnify and advance expenses to the directors and
       officers to the fullest extent authorized by the DGCL;

                                       126
- the provisions granting authority to our board of directors to amend or
       repeal our by-laws without a stockholder vote, as described in more
       detail in the next succeeding paragraph; and

     - the supermajority voting requirements listed above.

     In addition, our certificate of incorporation grants our board of directors
the authority to amend and repeal our by-laws without a stockholder vote in any
manner not inconsistent with the laws of the State of Delaware or our
certificate of incorporation. Our certificate of incorporation provides that
these provisions in our certificate of incorporation may be amended only by a
vote of two-thirds or more in voting power of all the outstanding shares of our
capital stock entitled to vote.

     Our certificate of incorporation provides that our by-laws may be amended
by stockholders representing no less than two-thirds of the voting power of all
the outstanding shares of our capital stock entitled to vote.

     Our certificate of incorporation provides that the affirmative vote of
two-thirds of our directors is necessary to approve any merger, sale of all or
substantially all of our assets, any liquidation of our company or our filing of
a voluntary petition in bankruptcy.

LISTING

     We will apply to list the shares of our common stock underlying the IDSS on
the Toronto Stock Exchange under the trading symbol "          ."

TRANSFER AGENT AND REGISTRAR

               is the transfer agent and registrar for our shares of common
stock and exchangeable participating preferred stock.

                                       127
SHARES ELIGIBLE FOR FUTURE SALE

     Future sales or the availability for sale of substantial amounts of IDSS or
shares of our common stock or a significant principal amount of our subordinated
notes in the public market could adversely affect prevailing market prices and
could impair our ability to raise capital through future sales of our
securities. Upon completion of this offering, we will have           IDSS
outstanding, in respect of in the aggregate           shares of our common stock
and $     million aggregate principal amount of our subordinated notes. All of
these IDSS and underlying securities will be freely tradable without restriction
or further registration under the Securities Act, unless the IDSS or underlying
securities are purchased by "affiliates" as that term is defined in Rule 144
under the Securities Act of 1933. Upon completion of this offering, we will also
have           shares of our exchangeable participating preferred stock
outstanding exchangeable in the aggregate for           shares of our common
stock and $     million aggregate principal amount of our subordinated notes,
which, together with the additional shares of common stock held by the existing
investors, may be represented by           IDSS in the aggregate, which will be
owned by the existing investors and, with respect to the common stock or IDSS
into which they are exchangeable, will be subject to registration rights.
Registration rights may not be exercised during the lock-up period. See
"Underwriting."

     We may issue shares of our common stock or subordinated notes, which may be
represented by IDSS, or other securities from time to time as consideration for
future acquisitions and investments. In the event any such acquisition or
investment is significant, the number of shares of our common stock or
subordinated notes, which may be represented by IDSS, or other securities that
we may issue may in turn be significant. In addition, we may also grant
registration rights covering those shares of our common stock or subordinated
notes and IDSS, if applicable, or other securities in connection with any such
acquisitions and investments.

                                       128
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following summary describes the material U.S. federal income tax
considerations of the ownership of IDSS as of the date hereof by U.S. Holders
(as defined below) and Non-U.S. Holders (as defined below). Except where noted,
it deals only with IDSS held as capital assets by holders who acquired IDSS upon
their original issuance at their initial offering price and does not deal with
special situations, such as those of:

     - dealers in securities or currencies,

     - financial institutions,

     - regulated investment companies,

     - real estate investment trusts,

     - tax-exempt entities,

     - insurance companies,

     - persons holding subordinated notes as a part of a hedging, integrated,
       conversion or constructive sale transaction or a straddle,

     - traders in securities that elect to use a mark-to-market method of
       accounting for their securities holdings,

     - persons liable for alternative minimum tax,

     - investors in pass-through entities or

     - U.S. Holders (as defined below) of the Notes whose "functional currency"
       is not the U.S. dollar.

Furthermore, the discussion below is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder and administrative and judicial interpretations thereof,
all as of the date hereof, and such authorities may be repealed, revoked,
modified or subject to differing interpretations, possibly on a retroactive
basis, so as to result in U.S. federal income tax consequences different from
those discussed below.

     A "U.S. Holder" of an IDSS means a holder that is for U.S. federal income
tax purposes:

     - an individual citizen or resident of the United States,

     - a corporation created or organized in or under the laws of the United
       States or any political subdivision thereof,

     - an estate the income of which is subject to U.S. federal income taxation
       regardless of its source, or

     - a trust if it (1) is subject to the primary supervision of a court within
       the United States and one or more U.S. persons have the authority to
       control all substantial decisions of the trust or (2) has a valid
       election in effect under applicable U.S. Treasury regulations to be
       treated as a U.S. person.

     If a partnership or other entity treated as a partnership for U.S. federal
income tax purposes holds IDSS, the tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. If
you are a partner of a partnership holding IDSS, you should consult your own tax
advisors.

     No statutory, administrative or judicial authority directly addresses the
treatment of IDSS or instruments similar to IDSS for U.S. federal income tax
purposes. As a result, we cannot assure you that the IRS or the courts will
agree with the tax consequences described herein. A different treatment from
that assumed below could adversely affect the amount, timing and character of
income, gain or loss in respect of an investment in the IDSS, and, in the case
of foreign holders, could subject payments to such holders to U.S. federal
withholding or estate taxes. Payments to foreign holders would not be grossed-up
for any such taxes. In addition, a different treatment could result in the loss
by us of all or part of the
                                       129
deduction for interest paid on the subordinated notes. IF YOU ARE CONSIDERING
THE PURCHASE OF IDSS, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE
PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO YOU OF THE OWNERSHIP OF IDSS,
AS WELL AS ANY CONSEQUENCES TO YOU ARISING UNDER THE LAWS OF ANY OTHER TAXING
JURISDICTION.

IDSS

  ALLOCATION OF PURCHASE PRICE

     We intend to treat your acquisition of an IDSS as an acquisition of the
shares of our common stock and the subordinated note constituting the IDSS and,
by purchasing an IDSS, you will be deemed to have agreed to such treatment. The
remainder of this discussion assumes that the acquisition of an IDSS will be
treated as an acquisition of shares of our common stock and a subordinated note.

     The purchase price of each IDSS will be allocated between the shares of
common stock and a subordinated note in proportion to their respective fair
market values at the time of purchase. Such allocation will establish your
initial tax basis in the shares of common stock and the subordinated note. We
will report the initial fair market value of each share of common stock as
$     and the initial fair market value of each subordinated note as $     , and
by purchasing IDSS, you will be deemed to agree to such allocation. The
remainder of this discussion assumes that this allocation of the purchase price
will be respected.

  DEPOSIT, WITHDRAWAL AND CANCELLATION

     If you deliver an IDSS to the depositary in exchange for shares of common
stock and a subordinated note or deliver shares of common stock and a
subordinated note to the depositary in exchange for an IDSS, you generally will
not recognize gain or loss upon the delivery or release of IDSS or shares of
common stock and subordinated notes. You will continue to take into account
items of income or deduction otherwise includible or deductible, respectively,
with respect to the shares of common stock and the subordinated note, and your
tax basis in the shares of common stock and the subordinated note will not be
affected by the delivery and release. The U.S. federal income tax consequences
of the delivery of shares of common and subordinated notes are unclear in
certain circumstances. See "Subordinated Notes -- Exchange Rights and Additional
Issuances."

SUBORDINATED NOTES

  CHARACTERIZATION OF SUBORDINATED NOTES

     As discussed in more detail in the following paragraphs, the subordinated
notes should be treated as debt for U.S. federal income tax purposes. We, and,
by acquiring an IDSS, each holder agrees to treat the subordinated notes as our
indebtedness for all tax purposes. Assuming such conclusion is respected, stated
interest on the subordinated notes will generally be taxable to you as ordinary
income at the time it is paid or accrued in accordance with your method of
accounting for U.S. federal income tax purposes.

     The determination of whether an instrument is classified as debt or equity
for U.S. federal income tax purposes is based on the facts and circumstances.
There is no clear statutory definition of debt and its characterization is
governed by principles developed in case law, which analyzes numerous factors
that are intended to identify the economic substance of the investor's interest
in the corporation. The determination that the subordinated notes should be
treated as debt for U.S. federal income tax purposes is based in part on advice
from an investment bank supporting a determination that:

     - the term, interest rate, and other provisions of the subordinated notes
       are reasonable and substantially similar to the term, interest rate and
       other provisions of a loan to which an unrelated lender bargaining at
       arm's length with us, would reasonably agree;

     - the aggregate principal amount of the subordinated notes in relation to
       our aggregate capital will be commercially reasonable in the
       circumstances and, based on our detailed financial forecasts and

                                       130
taking into account the interest deferral feature and 179 day
       forebearance period, we are likely to be able to pay the principal amount
       of and interest on the subordinated notes in full in accordance with
       their terms; and

     - upon completion of this offering, the fair market value of our assets
       will exceed the fair market value of our liabilities, and the ratio of
       (A) the sum of (1) the principal amount of the subordinated notes, (2)
       the principal amount of our senior secured notes and (3) the amount
       outstanding under the revolving line of credit of the new credit
       facility, to (B) the fair market value of our equity will not exceed
            .

The consequences to U.S. Holders and Non-U.S. Holders described below assumes
the subordinated notes will be respected as debt. However, no ruling on this
issue has been requested from the IRS and thus, there can be no assurance that
such a position would be sustained if challenged by the IRS.

     If the subordinated notes were treated as equity rather than debt for U.S.
federal income tax purposes, then the stated interest on the subordinated notes
could be treated as a dividend, and interest on the subordinated notes would not
be deductible by us for U.S. federal income tax purposes. Our inability to
deduct interest on the subordinated notes could materially increase our taxable
income and, thus, our U.S. federal income tax liability. This would reduce our
after-tax income available for interest and dividend payments and could
significantly reduce our future cash flow, thereby affecting our ability to make
payments on the subordinated notes and the common stock.

     Additionally, there can be no assurance that the IRS will not challenge the
determination that the interest rate on the subordinated notes represents an
arm's length rate and, if successful, any excess amount over arm's length could
be recharacterized as a dividend payment instead of an interest payment for U.S.
federal income tax purposes. In such case, we would be unable to fully deduct
interest on the subordinated notes, which could materially increase our taxable
income and, thus, our U.S. federal income tax liability. If the interest rate
were determined to be less than the arm's length rate, the subordinated notes
would be treated as issued with original issue discount, which you would be
required to include in income over the term of the subordinated notes.

  SALE, EXCHANGE OR RETIREMENT OF SUBORDINATED NOTES

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the
subordinated note constituting the IDSS. Upon the sale, exchange, retirement or
other disposition of a subordinated note, you will recognize gain or loss equal
to the difference between the portion of the proceeds allocable to your
subordinated note (less an amount equal to any accrued and unpaid interest which
will be treated as a payment of interest for U.S. federal income tax purposes)
and your adjusted tax basis in the subordinated note. As described above under
"IDSS -- Allocation of Purchase Price," your tax basis in a subordinated note
generally will be the portion of the purchase price of your IDSS allocable to
the subordinated note. Such gain or loss will generally be capital gain or loss.
Capital gains of individuals derived in respect of capital assets held for more
than one year are eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations.

  DEFERRAL OF INTEREST

     Under applicable Treasury regulations, a "remote" contingency that stated
interest will not be timely paid will be ignored in determining whether a debt
instrument is issued with original issue discount, referred to as OID. We
believe that the likelihood of deferral of interest payment on the subordinated
notes is remote within the meaning of the Treasury regulations. Based on the
foregoing, we believe that, although the matter is not free from doubt, the
subordinated notes will not be considered to be issued with OID at the time of
their original issuance. Accordingly, stated interest on the subordinated notes
will generally be included in the gross income of a U.S. holder as ordinary
interest income at the time accrued or received, in accordance with such U.S.
holder's method of accounting for U.S. federal income tax purposes.

                                       131
Under the Treasury regulations, if deferral of any payment of interest were
determined not to be "remote," or if the interest payment deferral actually
occurred, the subordinated notes would be treated as issued with OID at the time
of issuance or at the time of such occurrence, as the case may be. Then, all
stated interest on the subordinated notes would thereafter be treated as OID as
long as the subordinated notes remained outstanding. In such event, all of a
U.S. holder's taxable interest income relating to the subordinated notes would
constitute OID that would have to be included in income on an economic accrual
basis, possibly before the receipt of the cash attributable to the interest,
regardless of such U.S. holder's method of tax accounting, actual payments of
stated interest would not be reported as taxable income, any amount of OID
included in your gross income (whether or not during a deferral period) with
respect to the subordinated notes would increase your tax basis in such notes,
and the amount of payments in respect of such accrued OID would reduce your tax
basis in such subordinated notes. Consequently, during a deferral period, a U.S.
holder would be required to include OID in gross income even though we would not
make any actual cash payments on the subordinated notes.

     No rulings or other interpretations have been issued by the IRS which have
addressed the meaning of the term "remote" as used in the Treasury regulations,
and it is possible that the IRS could take a position contrary to the
interpretation in this prospectus.

  EXCHANGE RIGHTS AND ADDITIONAL ISSUANCES

     As described under "Description of IDSS -- Deposit, Withdrawal and
Cancellation," the deposit agreement permits you to deposit shares of our common
stock and a subordinated note in exchange for an IDSS or withdraw the shares of
our common stock and a subordinated note in exchange for your IDSS.
Additionally, the deposit agreement contemplates that shares of our common stock
and subordinated notes we subsequently issue can be exchanged for IDSS.
Subordinated notes may also be deposited if we sell IDSS in a separate offering
or if holders of our exchangeable participating preferred stock exercise their
rights to exchange their shares of exchangeable participating preferred stock
for shares of our common stock and subordinated notes and such holders deposit
such shares of our common stock and subordinated notes in exchange for IDSS.
Such subordinated notes may be issued with original issue discount. The U.S.
federal income tax consequences to you of the deposit with the depositary of
subordinated notes with original issue discount or a deposit of subordinated
notes following such deposit are unclear. We intend to take the position that
any such deposit of subordinated notes will not result in a taxable exchange of
your subordinated notes for U.S. federal income tax purposes. With respect to
the portion of any subordinated note with original issue discount that you would
then be deemed to own, you would be required to include any original issue
discount in income as it accrues.

     Alternatively, a deposit of subordinated notes could be treated as a
taxable exchange to both the depositor and holders of IDSS of a portion of the
subordinated notes represented by your IDSS for a portion of the subordinated
notes subsequently deposited with the depositary. In such case, you would
recognize any gain (but not loss) on the deemed exchange in an amount equal to
the difference between the fair market value on the date of the deemed exchange
of the subordinated notes deemed to have been received in the exchange and your
adjusted tax basis in the subordinated notes deemed to have been transferred in
the exchange. You would be required to include any original issue discount on
any subordinated note issued with original issue discount deemed to have been
received in the exchange in income as ordinary income as it accrues, in advance
of the receipt of cash attributable to such income. Your initial tax basis in
the subordinated notes deemed to have been received in the exchange would be the
fair market value of such subordinated notes on the date of the deemed exchange,
and your holding period for the such subordinated notes would begin on the day
after the deemed exchange.

                                       132
COMMON STOCK

  DIVIDENDS

     The gross amount of dividends paid to you will be treated as dividend
income to you to the extent paid out of current or accumulated earnings and
profits (as determined under U.S. federal income tax principles). Such income
will be includable in your gross income as ordinary income on the day received
by you or by the depositary. Proposed legislation has been introduced by the
Bush Administration that, if enacted, could exempt certain dividend income from
taxation, reduce the tax rate imposed on dividends or partially eliminate the
current dividends received deduction. Prospects for the enactment of this
legislation are uncertain.

  TAXATION OF CAPITAL GAINS

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the shares of
common stock constituting the IDSS. Upon the sale, exchange, retirement or other
disposition of shares of our common stock, you will recognize capital gain or
loss in an amount equal to the difference between the portion of the proceeds
allocable to your shares of common stock and your tax basis in the shares of
common stock. As described above under "IDSS -- Allocation of Purchase Price",
your tax basis in the shares of common stock generally will be the portion of
the purchase price of your IDSS allocable to the shares of common stock. As
discussed above, capital gains of individuals derived with respect to capital
assets held for more than one year are eligible for reduced rates of taxation.
The deductibility of capital losses is subject to limitations.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     In general, information reporting requirements will apply to payments of
principal, interest and dividends paid on an IDSS and to the proceeds of sale of
an IDSS paid to a U.S. Holder other than certain exempt recipients (such as
corporations). A backup withholding tax will apply to such payments if you fail
to provide a taxpayer identification number or certification of other exempt
status or fail to report in full dividend and interest income.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.

CONSEQUENCES TO NON-U.S. HOLDERS

     The following discussion applies only to Non-U.S. Holders. A "Non-U.S.
Holder" is a holder, other than an entity or arrangement classified as a
partnership for U.S. federal income tax purposes, that is not a U.S. Holder.
Special rules may apply to certain Non-U.S. Holders, such as:

     - U.S. expatriates,

     - "controlled foreign corporations,"

     - "passive foreign investment companies,"

     - "foreign personal holding companies,"

     - corporations that accumulate earnings to avoid U.S. federal income tax,
       and

     - investors in pass-through entities that are subject to special treatment
       under the Code.

Such Non-U.S. Holders should consult their own tax advisors to determine the
U.S. federal, state, local and other tax consequences that may be relevant to
them.

SUBORDINATED NOTES

  CHARACTERIZATION OF SUBORDINATED NOTES

     As discussed above under "Subordinated Notes -- Characterization of
Subordinated Notes," the subordinated notes should be treated as debt for U.S.
federal income tax purposes. However, no ruling on
                                       133
this issue has been requested from the IRS and thus there can be no assurance
that such a position would be sustained if challenged by the IRS. If the
subordinated notes were treated as equity rather than debt for U.S. federal
income tax purposes, then the subordinated notes would be treated in the same
manner as shares of common stock as described below under "Consequences to
Non-U.S. Holders -- Common Stock -- Dividends," and payments on the subordinated
notes would be subject to U.S. federal withholding taxes. Payments to Non-U.S.
Holders would not be grossed-up on account of any such taxes.

  U.S. FEDERAL WITHHOLDING TAX

     Subject to the discussion below concerning backup withholding, no
withholding of U.S. federal income tax should be required with respect to the
payment of principal or interest on a subordinated note owned by you under the
"portfolio interest rule," provided that:

     - interest paid on the subordinated note is not effectively connected with
       your conduct of a trade or business in the United States,

     - you do not actually or constructively own 10% or more of the total
       combined voting power of all classes of our stock entitled to vote within
       the meaning of section 871(h)(3) of the Code and the regulations
       thereunder,

     - you are not a controlled foreign corporation that is related to us
       through stock ownership,

     - you are not a bank whose receipt of interest on a subordinated note is
       described in section 881(c)(3)(A) of the Code, and

     - you satisfy the statement requirement (described generally below) set
       forth in section 871(h) and section 881(c) of the Code and the
       regulations thereunder.

     To satisfy the requirement referred to in the final bullet above, you, or a
financial institution holding the subordinated note on your behalf, must
provide, in accordance with specified procedures, our paying agent with a
statement to the effect that you are not a U.S. person. Currently, these
requirements will be met if (1) you provide your name and address, and certify,
under penalties of perjury, that you are not a U.S. person (which certification
may be made on an IRS Form W-8BEN), or (2) a financial institution holding the
subordinated note on your behalf certifies, under penalties of perjury, that
such statement has been received by it and furnishes a paying agent with a copy
thereof. The statement requirement referred to in the final bullet above may
also be satisfied with other documentary evidence with respect to a subordinated
note held in an offshore account or through certain foreign intermediaries.

     If you cannot satisfy the requirements of the "portfolio interest rule"
described in the bullets above, payments of interest made to you will be subject
to a 30% withholding tax unless you provide us or our paying agent, as the case
may be, with a properly executed:

     - IRS Form W-8BEN claiming an exemption from or reduction in withholding
       under the benefit of an applicable income tax treaty, or

     - IRS Form W-8ECI stating that interest paid on the subordinated note is
       not subject to withholding tax because it is effectively connected with
       your conduct of a trade or business in the United States.

Alternative documentation may be applicable in certain situations.

  U.S. FEDERAL INCOME TAX

     If you are engaged in a trade or business in the United States and interest
on the subordinated note is effectively connected with the conduct of such trade
or business, you, although exempt from the withholding tax discussed above
(provided the certification requirements described above are satisfied), will be
subject to U.S. federal income tax on such interest on a net income basis in the
same manner as if you were a U.S. Holder. In addition, if you are a foreign
corporation, you may be subject to a branch

                                       134
profits tax equal to 30% (or lesser rate under an applicable income tax treaty)
of such amount, subject to adjustments.

  SALE, EXCHANGE OR RETIREMENT OF SUBORDINATED NOTES

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the
subordinated note constituting the IDSS. Any gain realized upon the sale,
exchange, retirement or other disposition of a subordinated note generally will
not be subject to U.S. federal income tax unless:

     - such gain is effectively connected with your conduct of a trade or
       business in the United States, or

     - you are an individual, you are present in the United States for 183 days
       or more in the taxable year of such sale, exchange, retirement or other
       disposition, and certain other conditions are met.

  U.S. FEDERAL ESTATE TAX

     A subordinated note beneficially owned by an individual who at the time of
death is a Non-U.S. Holder should not be subject to U.S. federal estate tax,
provided that any payment to such individual on the notes would be eligible for
exemption from the 30% U.S. federal withholding tax under the rules described
above under "-- Consequences to Non-U.S. Holders -- Subordinated Notes -- U.S.
Federal Withholding Tax" without regard to the statement requirement described
therein.

COMMON STOCK

  DIVIDENDS

     Dividends paid to you generally will be subject to withholding of U.S.
federal income tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty (which, in the case of Canada, would generally be
15%). However, dividends that are effectively connected with your conduct of a
trade or business within the United States and, where a tax treaty applies, are
attributable to your U.S. permanent establishment, are not subject to the
withholding tax, but instead are subject to U.S. federal income tax on a net
income basis at applicable graduated individual or corporate rates. Certain
certification and disclosure requirements must be satisfied for effectively
connected income to be exempt from withholding. If you are a foreign
corporation, any such effectively connected dividends received by you may be
subject to an additional branch profits tax at a 30% rate or such lower rate as
may be specified by an applicable income tax treaty (which, in the case of
Canada, would be 5%).

     If you wish to claim the benefit of an applicable treaty rate (and avoid
backup withholding as discussed below) for dividends, you will be required to:

     - complete IRS Form W-8BEN (or other applicable form) and certify under
       penalties of perjury, that you are not a U.S. person or

     - if the shares of our common stock are held through certain foreign
       intermediaries, satisfy the relevant certification requirements of
       applicable U.S. Treasury regulations.

Special certification and other requirements apply to certain Non-U.S. Holders
that are entities rather than individuals.

     If you are eligible for a reduced rate of U.S. withholding tax pursuant to
an income tax treaty, you may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the IRS.

  GAIN ON DISPOSITION OF COMMON STOCK

     Upon the sale, exchange, retirement or other disposition of an IDSS, you
will be treated as having sold, exchanged, retired or disposed of the shares of
common stock constituting the IDSS. You generally will not
                                       135
be subject to U.S. federal income tax with respect to gain recognized on a sale
or other disposition of shares of our common stock unless:

     - the gain is effectively connected with your conduct of a trade or
       business in the United States, and, where a tax treaty applies, is
       attributable to your U.S. permanent establishment,

     - if you are an individual and hold shares of our common stock as a capital
       asset, you are present in the United States for 183 or more days in the
       taxable year of the sale or other disposition and certain other
       conditions are met, or

     - we are or have been a "U.S. real property holding corporation" for U.S.
       federal income tax purposes.

     If you are an individual and are described in the first bullet above, you
will be subject to tax on the net gain derived from the sale under regular
graduated U.S. federal income tax rates. If you are an individual and are
described in the second bullet above, you will be subject to a flat 30% tax on
the gain derived from the sale, which may be offset by U.S. source capital
losses (even though you are not considered a resident of the United States). If
you are a foreign corporation and are described in the first bullet above, you
will be subject to tax on your gain under regular graduated U.S. federal income
tax rates and, in addition, may be subject to the branch profits tax equal to
30% of your effectively connected earnings and profits or at such lower rate as
may be specified by an applicable income tax treaty (which, in the case of
Canada, would be 5%).

     We believe we are not and do not anticipate becoming a "U.S. real property
holding corporation" for U.S. federal income tax purposes.

  U.S. FEDERAL ESTATE TAX

     Shares of our common stock held by an individual Non-U.S. Holder at the
time of death will be included in such holder's gross estate for U.S. federal
estate tax purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

     The amount of interest payments and dividends paid to you and the amount of
tax, if any, withheld with respect to such payments will be reported annually to
the IRS. Copies of the information returns reporting such interest payments,
dividends and withholding may also be made available to the tax authorities in
the country in which you reside under the provisions of an applicable income tax
treaty.

     In general, backup withholding will be required with respect to payments
made by us or any paying agent to you, unless a statement described in the fifth
bullet under "Consequences to Non-U.S. Holders -- Subordinated Notes -- U.S.
Federal Withholding Tax" has been received (and we or the paying agent do not
have actual knowledge or reason to know that you are a U.S. person).

     Information reporting and, depending on the circumstances, backup
withholding will apply to the proceeds of a sale of IDSS within the United
States or conducted through U.S.-related financial intermediaries unless a
statement described in the fifth bullet under "Consequences to Non-U.S.
Holders -- Subordinated Notes -- U.S. Federal Withholding Tax" has been received
(and we or the paying agent do not have actual knowledge or reason to know that
you are a U.S. person) or you otherwise establish an exemption.

     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the IRS.

                                       136
CERTAIN ERISA CONSIDERATIONS

     The following is a summary of certain considerations associated with the
purchase of the IDSS by employee benefit plans that are subject to Title I of
the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
plans, individual retirement accounts and other arrangements that are subject to
Section 4975 of the Code or provisions under any federal, state, local, non-U.S.
or other laws or regulations that are similar to such provisions of the Code or
ERISA (collectively, "Similar Laws"), and entities whose underlying assets are
considered to include "plan assets" of such plans, accounts and arrangements
(each, a "Plan").

  GENERAL FIDUCIARY MATTERS

     ERISA and the Code impose certain duties on persons who are fiduciaries of
a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan")
and prohibit certain transactions involving the assets of an ERISA Plan and its
fiduciaries or other interested parties. Under ERISA and the Code, any person
who exercises any discretionary authority or control over the administration of
such an ERISA Plan or the management or disposition of the assets of such an
ERISA Plan, or who renders investment advice for a fee or other compensation to
such a Plan, is generally considered to be a fiduciary of the ERISA Plan.

     In considering an investment in the IDSS of a portion of the assets of any
Plan, a fiduciary should determine whether the investment is in accordance with
the documents and instruments governing the Plan and the applicable provisions
of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the
Plan including, without limitation, the prudence, diversification, delegation of
control and prohibited transaction provisions of ERISA, the Code and any other
applicable Similar Laws.

  PROHIBITED TRANSACTION ISSUES

     Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from
engaging in specified transactions involving plan assets with persons or
entities who are "parties in interest," within the meaning of ERISA, or
"disqualified persons," within the meaning of Section 4975 of the Code, unless
an exemption is available. A party in interest or disqualified person who
engaged in a non-exempt prohibited transaction may be subject to excise taxes
and other penalties and liabilities under ERISA and the Code. In addition, the
fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited
transaction may be subject to penalties and liabilities under ERISA and the
Code.

     Whether or not the underlying assets of the Issuer are deemed to include
"plan assets," as described below, the acquisition and/or holding of the IDSS by
an ERISA Plan with respect to which the Issuer, the Underwriter, the Trustee or
the Guarantor is considered a party in interest or a disqualified person may
constitute or result in a direct or indirect prohibited transaction under
Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is
acquired and is held in accordance with an applicable statutory, class or
individual prohibited transaction exemption. In this regard, the U.S. Department
of Labor (the "DOL") has issued prohibited transaction class exemptions, or
"PTCEs," that may apply to the acquisition and holding of the IDSS. These class
exemptions include, without limitation, PTCE 84-14 respecting transactions
determined by independent qualified professional asset managers, PTCE 90-1
respecting insurance company pooled separate accounts, PTCE 91-38 respecting
bank collective investment funds, PTCE 95-60 respecting life insurance company
general accounts and PTCE 96-23 respecting transactions determined by in-house
asset managers, although there can be no assurance that all of the conditions of
any such exemptions will be satisfied.

  PLAN ASSET ISSUES

     ERISA and the Code do not define "plan assets." However, regulations (the
"Plan Asset Regulations") promulgated under ERISA by the DOL generally provide
that when an ERISA Plan acquires an equity interest in an entity that is an
"operating company", or the equity interest is a "publicly-offered security" (in
each case as defined in the Plan Asset Regulations), such equity interest
                                       137
will not be deemed a "plan asset." The Plan Asset Regulations define an "equity
interest" as any interest in an entity, other than an instrument that is treated
as indebtedness under applicable local law and which has no substantial equity
features. Therefore, we anticipate that shares of our Common Stock would be
considered an equity interest and our notes should be treated as indebtedness.
Under the Plan Asset Regulations, an "operating company" is defined as "an
entity that is primarily engaged, directly or through a majority owned
subsidiary or subsidiaries, in the production or sale of a produce or service
other than the investment of capital." We believe that the Issuer is an
"operating company" for purposes of the Plan Asset Regulations, although no
assurance can be given in this regard.

     Alternatively, under the Plan Asset Regulations, a "publicly offered
security" is a security that is (a) "freely transferable", (b) part of a class
of securities that is "widely held," and (c)(i) sold to the Plan as part of an
offering of securities to the public pursuant to an effective registration
statement under the Securities Act of 1933 and the class of securities to which
such security is a part is registered under the Securities Exchange Act of 1934
within 120 days after the end of the fiscal year of the issuer during which the
offering of such securities to the public has occurred, or (ii) is part of a
class of securities that is registered under Section 12 of the Exchange Act. The
Issuer intends to effect such a registration under the Securities Act and
Securities Exchange Act. The Plan Asset Regulations provide that a security is
"widely held" only if it is part of a class of securities that is owned by 100
or more investors independent of the issuer and one another. A security will not
fail to be "widely held" because the number of independent investors falls below
100 subsequent to the initial offering thereof as a result of events beyond the
control of the issuer. It is anticipated that the IDSS will be "widely held"
within the meaning of the Plan Asset Regulations, although no assurance can be
given in this regard. The Plan Asset Regulations provide that whether a security
is "freely transferable" is a factual question to be determined on the basis of
all the relevant facts and circumstances. It is anticipated that the IDSS will
be "freely transferable" within the meaning of the Plan Asset Regulations,
although no assurance can be given in this regard.

  PLAN ASSET CONSEQUENCES

     If VSA ceases to be an operating company for purposes of the Plan Asset
Regulations and the IDSS cease to be publicly-offered securities within the
meaning of the Plan Asset Regulations, the assets of the Issuer could be deemed
to be "plan assets" under ERISA, unless, at such time, another exemption is
available under the Plan Asset Regulations. This would result, among other
things, in (i) the application of the prudence and other fiduciary
responsibility standards of ERISA to investments made by the Issuer, and (ii)
the possibility that certain transactions in which the Issuer might seek to
engage could constitute "prohibited transactions" under ERISA and the Code.

     Because of the foregoing, the IDSS should not be purchased or held by any
person investing "plan assets" of any Plan, unless such purchase and holding
will not constitute a non-exempt prohibited transaction under ERISA and the Code
or similar violation of any applicable Similar Laws.

  REPRESENTATION

     Accordingly, by acceptance of the IDSS, each purchaser and subsequent
transferee of the IDSS will be deemed to have represented and warranted that
either (i) no portion of the assets used by such purchaser or transferee to
acquire and hold the IDSS constitutes assets of any Plan or (ii) the purchase
and holding of the IDSS by such purchaser or transferee will not constitute a
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or similar violation under any applicable Similar Laws.

     The foregoing discussion is general in nature and is not intended to be
all-inclusive. Due to the complexity of these rules and the penalties that may
be imposed upon persons involved in non-exempt prohibited transactions, it is
particularly important that fiduciaries, or other persons considering purchasing
the IDSS on behalf of, or with the assets of, any Plan, consult with their
counsel regarding the potential applicability of ERISA, Section 4975 of the Code
and any Similar Laws to such investment and whether an exemption would be
applicable to the purchase and holding of the IDSS.

                                       138
UNDERWRITING

     We have entered into an underwriting agreement dated,           , 2003 with
the underwriters named below. CIBC World Markets Corp. is acting as the
representative of the underwriters.

     The underwriting agreement provides for the purchase of a specified number
of IDSS and underlying shares of common stock and subordinated notes, by each of
the underwriters. The underwriters' obligations are several, which means that
each underwriter is required to purchase a specified number of IDSS but is not
responsible for the commitment of any other underwriter to purchase the IDSS.
Subject to the terms and conditions of the underwriting agreement, each
underwriter has severally agreed to purchase the number of IDSS set forth
opposite its name below:
NUMBER OF
UNDERWRITER                                                      IDSS
-----------                                                    ---------
CIBC World Markets Corp. ...................................
                                                               --------
          Total.............................................
                                                               ========
Under the underwriting agreement, we have agreed to sell and the
underwriters have agreed to purchase the IDSS offered under this offering at a
price of $     , payable in cash to us against delivery. However, the
underwriters have agreed to purchase all of the IDSS offered in this offering
(other than those covered by the over-allotment option described below) if any
are purchased. Under the underwriting agreement, if an underwriter defaults in
its commitment to purchase the IDSS, the commitments of non-defaulting
underwriters may be increased or the underwriting agreement may be terminated,
depending on the circumstances.

     This offering is being made concurrently in the United States and in all of
the provinces of Canada. The IDSS will be offered in the United States and
Canada through the underwriters either directly or through their respective U.S.
or Canadian registered broker-dealer affiliates. Subject to applicable law, the
underwriters may offer the IDSS outside of the United States and Canada.

     The IDSS should be ready for delivery on or about           , 2003 but in
any event no later than           , 2003 against payment in immediately
available funds. The underwriters are offering the IDSS subject to various
conditions and may reject all or part of any order. The representative has
advised us that the underwriters propose to offer the IDSS directly to the
public at the public offering price that appears on the cover page of this
prospectus. In addition, the representative may offer some of the IDSS to other
securities dealers at such price less a concession of $     per IDSS. The
underwriters may also allow, and such dealers may reallow, a concession not in
excess of $     per IDSS to other dealers. After the IDSS are released for sale
to the public, the representative may change the offering price and other
selling terms at various times. The IDSS are being offered in the United States
in U.S. dollars and in Canada in Canadian dollars, at the same offering price
and underwriting discounts and commissions per IDSS, calculated based on the
noon buying rate on the date of this prospectus as quoted by the Federal Reserve
Bank of New York.

     We have granted the underwriters an over-allotment option. This option,
which is exercisable for up to 30 days after the date of this prospectus,
permits the underwriters to purchase a maximum of           additional IDSS from
us to cover all over-allotments. If the underwriters exercise all or part of
this option, they will purchase the IDSS covered by the option at the public
offering price that appears on the cover page of this prospectus, less the
underwriting discount. If this option is exercised in full, the total price to
the public will be $     , and the total proceeds to us will be $     . The
underwriters have severally agreed that, to the extent the over-allotment option
is exercised, they will each purchase a number of additional IDSS proportionate
to the underwriter's initial amount reflected in the foregoing table.

                                       139
The following table provides information regarding the amount of the
discount to be paid to the underwriters by us:
TOTAL WITHOUT       TOTAL WITH
                                                             EXERCISE OF     FULL EXERCISE OF
                                                            OVER-ALLOTMENT    OVER-ALLOTMENT
                                                 PER IDSS       OPTION            OPTION
                                                 --------   --------------   ----------------
Volume Services America Holdings, Inc.
We estimate that our total expenses of this offering, excluding the
underwriting discount, will be approximately $     .

     We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

     We, our executive officers and directors and certain of our stockholders
have agreed to a   -day "lock up" with respect to the IDSS and shares of our
common stock, including securities that are convertible into such securities and
securities that are exchangeable or exercisable for such securities, subject to
specified exceptions. This means that for a period of   days following the date
of this prospectus we and such persons may not offer, sell, pledge or otherwise
dispose of these securities without the prior written consent of the
representative, subject to specified exceptions. However, we may issue IDSS,
shares of our common stock and the subordinated notes to our existing
stockholders in connection with the recapitalization described elsewhere in this
prospectus.

     The representative has informed us that they do not expect discretionary
sales by the underwriters to exceed 5% of the IDSS offered by this offering.

     There is no established trading market for the shares of our common stock,
the notes or the IDSS. The offering price for the IDSS will be determined by us
and the representative based on the following factors:

     - prevailing market and general economic conditions,

     - our financial information,

     - our history and prospects,

     - the history of and prospects for the industry in which we compete,

     - an assessment of our management, our past and present operations, and the
       prospects for, and timing of, our future revenues, and

     - the above factors in relation to market values and various valuation
       measures of other companies engaged in activities similar to ours.

     We will apply to list the IDSS on the American Stock Exchange under the
symbol "          " and on the Toronto Stock Exchange under the symbol
"          ." We will also apply to list the underlying shares of our common
stock on the             under the symbol "          ."

     Rules of the Commission may limit the ability of the underwriters to bid
for or purchase IDSS before the distribution of the IDSS is completed. However,
the underwriters may engage in the following activities in accordance with the
rules:

     - Stabilizing transactions -- The representative may make bids or purchases
       for the purpose of pegging, fixing or maintaining the price of the IDSS,
       so long as stabilizing bids do not exceed a specified maximum.

     - Over-allotment and syndicate covering transactions -- The underwriters
       may sell more IDSS in connection with this offering than the number of
       IDSS that they have committed to purchase. This over-allotment creates a
       short position for the underwriters. This short sales position may
       involve either "covered" short sales or "naked" short sales. Covered
       short sales are short sales made in an amount not greater than the
       underwriters' over-allotment option to purchase additional IDSS in this
       offering described above. The underwriters may close out any covered
       short position either by exercising their over-allotment option or by
       purchasing IDSS in the open market. To determine

                                       140
how they will close the covered short position, the underwriters will
       consider, among other things, the price of IDSS available for purchase in
       the open market as compared to the price at which they may purchase IDSS
       through the over-allotment option. Naked short sales are short sales in
       excess of the over-allotment option. The underwriters must close out any
       naked short position by purchasing IDSS in the open market. A naked short
       position is more likely to be created if the underwriters are concerned
       that, in the open market after pricing, there may be downward pressure on
       the price of the IDSS that could adversely affect investors who purchase
       IDSS in this offering.

     - Penalty bids -- If the representative purchases IDSS in the open market
       in a stabilizing transaction or syndicate covering transaction, it may
       reclaim a selling concession from the underwriters and selling group
       members who sold those IDSS as part of this offering.

     In accordance with policy statements of the Commission des valeurs
mobilieres du Quebec and the Ontario Securities Commission, the underwriters in
Canada may not, throughout the period of distribution, bid for or purchase the
IDSS. Such restriction is subject to certain exceptions, provided that the bid
or purchase was not engaged in for the purpose of creating actual or apparent
active trading in, or raising the price of the IDSS, including: (1) a bid or
purchase permitted under the by-laws and rules of the Toronto Stock Exchange
relating to market stabilization and passive market making activities; and (2) a
bid or purchase made for and on behalf of a customer where the order was not
solicited during the period of the distribution. Under the first mentioned
exemption, in connection with this offering, the underwriters may over-allot or
effect transactions which stabilize or maintain the market price of the IDSS at
a level other than that which might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time.

     Similar to other purchase transactions, the underwriters' purchases to
cover the syndicate short sales or to stabilize the market price of the IDSS may
have the effect of raising or maintaining the market price of the IDSS or
preventing or mitigating a decline in the market price of the IDSS. As a result,
the price of the IDSS may be higher than the price that might otherwise exist in
the open market. The imposition of a penalty bid might also have an effect on
the price of the IDSS if it discourages resales of the IDSS.

     Neither we nor the underwriters make any representation or prediction as to
the effect that the transactions described above may have on the price of the
IDSS. These transactions may occur on           , the Toronto Stock Exchange or
otherwise. If such transactions are commenced, they may be discontinued without
notice at any time.

     A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters. The representative may agree to
allocate a number of IDSS to underwriters for sale to their online brokerage
account holders. The representative will allocate IDSS to underwriters that may
make Internet distributions on the same basis as other allocations. Other than
the prospectus in electronic format, the information on any of these websites
and any other information contained on a website maintained by an underwriter or
syndicate member is not part of this prospectus.

     We and the underwriters expect that the IDSS will be ready for delivery on
the   th business day following the date of this prospectus. Under Commission
regulations, secondary market trades are required to settle in three business
days following the trade date (commonly referred to as "T+3"), unless the
parties to the trade agree to a different settlement cycle. As noted above, the
IDSS will settle in T+  . Therefore, purchasers who wish to trade on the date of
this prospectus or during the next succeeding business day(s) must specify an
alternate settlement cycle at the time of the trade to prevent a failed
settlement. Purchasers of the IDSS who wish to trade IDSS on the date of this
prospectus or during the next      succeeding business day(s) should consult
their own advisors.

     CIBC World Markets Inc., an affiliate of CIBC World Markets Corp., is the
lead arranger and sole bookrunner of the new credit facility. The underwriters
have provided, and may continue to provide, from time to time investment
banking, commercial banking, advisory and other services to us and the existing
investors for customary fees and expenses in the ordinary course of their
business.

                                       141
LEGAL MATTERS

     The validity of the issuance of our shares of common stock and subordinated
notes offered hereby will be passed upon for us by Simpson Thacher & Bartlett,
New York, New York. Certain legal matters relating to this offering will be
passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York.

                                    EXPERTS

     The consolidated financial statements as of January 2, 2001 and January 1,
2002, and for each of the three years in the period ended January 1, 2002,
included in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein and have been
so included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed a Registration Statement on Form S-1 with the Commission
regarding this offering. This prospectus, which is part of the registration
statement, does not contain all of the information included in the registration
statement, and you should refer to the registration statement and its exhibits
to read that information. References in this prospectus to any of our contracts
or other documents are not necessarily complete, and you should refer to the
exhibits attached to the registration statement for copies of the actual
contract or document. As a result of the effectiveness of the registration
statement, we are subject to the informational reporting requirements of the
Exchange Act of 1934 and, under that Act, we will file reports, proxy statements
and other information with the Commission. You may read and copy the
registration statement, the related exhibits and the reports, proxy statements
and other information we file with the SEC at the SEC's public reference
facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can also request copies of those documents, upon
payment of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. The SEC also maintains an Internet site that contains reports, proxy and
information statements and other information regarding issuers that file with
the SEC. The site's Internet address is www.sec.gov.

     You may also request a copy of these filings, at no cost, by writing or
telephoning us at:

                     Volume Services America Holdings, Inc.
                             201 East Broad Street
                       Spartanburg, South Carolina 29306
                                 (864) 598-8600

                                       142
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
                                                              ----
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VOLUME
  SERVICES AMERICA HOLDINGS, INC. FOR THE THIRTY-NINE WEEK
  PERIOD ENDED OCTOBER 1, 2002 AND FOR THE THIRTY-NINE WEEK
  PERIOD ENDED OCTOBER 2, 2001

Consolidated Balance Sheets.................................   F-2
Consolidated Statements of Operations and Comprehensive
  Income (Loss).............................................   F-4
Consolidated Statements of Stockholders' Deficiency.........   F-5
Consolidated Statements of Cash Flows.......................   F-6
Notes to Consolidated Financial Statements..................   F-7

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VOLUME SERVICES
  AMERICA HOLDINGS, INC. FOR THE YEARS ENDED DECEMBER 28,
  1999, JANUARY 2, 2001 AND JANUARY 1, 2002

Independent Auditors' Report................................  F-17
Consolidated Balance Sheets.................................  F-18
Consolidated Statements of Operations and Comprehensive
  Loss......................................................  F-20
Consolidated Statements of Stockholders' Deficiency.........  F-21
Consolidated Statements of Cash Flows.......................  F-22
Notes to Consolidated Financial Statements..................  F-23
F-1
PART I
                             FINANCIAL INFORMATION

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                      OCTOBER 1, 2002 AND JANUARY 1, 2002
OCTOBER 1,    JANUARY 1,
                                                                  2002          2002
                                                              ------------   -----------
                                                              (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................    $ 10,460      $ 15,142
  Accounts receivable, less allowance for doubtful accounts
     of $884 and $984 at October 1, 2002 and January 1,
     2002, respectively.....................................      18,157        18,386
  Merchandise inventories...................................      16,544        13,221
  Prepaid expenses and other................................       2,333         2,469
  Deferred income taxes.....................................       2,056           701
                                                                --------      --------
       Total current assets.................................      49,550        49,919
                                                                --------      --------
PROPERTY AND EQUIPMENT:
  Leasehold improvements....................................      49,842        47,548
  Merchandising equipment...................................      50,545        46,410
  Vehicles and other equipment..............................       9,172         8,426
  Construction in process...................................         945           176
                                                                --------      --------
       Total................................................     110,504       102,560
  Less accumulated depreciation and amortization............     (53,512)      (44,772)
                                                                --------      --------
       Property and equipment, net..........................      56,992        57,788
                                                                --------      --------
OTHER ASSETS:
  Contract rights, net......................................     103,750        80,680
  Cost in excess of net assets acquired, net................      46,457        46,457
  Deferred financing costs, net.............................       7,444         8,517
  Trademarks, net...........................................      17,049        17,049
  Other.....................................................       4,620         5,490
                                                                --------      --------
       Total other assets...................................     179,320       158,193
                                                                --------      --------

       TOTAL ASSETS.........................................    $285,862      $265,900
                                                                ========      ========
See notes to consolidated financial statements.
                                       F-2
VOLUME SERVICES AMERICA HOLDINGS, INC.

                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
                      OCTOBER 1, 2002 AND JANUARY 1, 2002
OCTOBER 1,    JANUARY 1,
                                                                  2002          2002
                                                              ------------   -----------
                                                              (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Short-term note payable...................................    $     --      $  4,750
  Current maturities of long-term debt......................       1,150         1,150
  Current maturities of capital lease obligation............          --           267
  Accounts payable..........................................      18,877        14,977
  Accrued salaries and vacations............................      13,042         8,546
  Liability for insurance...................................       3,831         2,934
  Accrued taxes, including income taxes.....................       6,437         3,235
  Accrued commissions and royalties.........................      24,958        11,901
  Accrued interest..........................................       1,019         3,847
  Other.....................................................       4,821         4,439
                                                                --------      --------
       Total current liabilities............................      74,135        56,046
                                                                --------      --------
LONG TERM LIABILITIES:
  Long-term debt............................................     209,538       218,400
  Liability for insurance...................................       2,488           838
  Deferred income taxes.....................................       1,874            --
  Other liabilities.........................................         848           876
                                                                --------      --------
       Total long-term liabilities..........................     214,748       220,114
                                                                --------      --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
  Common stock, $0.01 par value -- authorized: 1,000 shares;
     issued: 526 shares; outstanding: 332 shares............          --            --
  Additional paid-in capital................................      67,330        66,852
  Accumulated deficit.......................................     (19,308)      (26,062)
  Accumulated other comprehensive loss......................        (464)         (471)
  Treasury stock -- at cost (194 shares)....................     (49,500)      (49,500)
  Loans to related parties..................................      (1,079)       (1,079)
                                                                --------      --------
       Total stockholders' deficiency.......................      (3,021)      (10,260)
                                                                --------      --------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY.......    $285,862      $265,900
                                                                ========      ========
See notes to consolidated financial statements.
                                       F-3
VOLUME SERVICES AMERICA HOLDINGS, INC.

     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001
THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED
                                              ------------------------   ------------------------
                                              OCTOBER 1,    OCTOBER 2,   OCTOBER 1,    OCTOBER 2,
                                                 2002          2001         2002          2001
                                              ----------    ----------   ----------    ----------
                                                                  (UNAUDITED)
                                                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales...................................  $  195,100    $  177,559   $  449,361     $418,399
Cost of sales...............................     156,459       143,533      365,537      342,476
Selling, general, and administrative........      16,015        13,155       42,599       35,759
Depreciation and amortization...............       6,734         6,076       19,006       18,161
Contract related losses.....................          --           933          699        4,132
                                              ----------    ----------   ----------     --------
Operating income............................      15,892        13,862       21,520       17,871
Interest expense............................       5,129         5,554       15,661       18,104
Other income, net...........................         (28)          (91)      (1,446)        (155)
                                              ----------    ----------   ----------     --------
Income (loss) before income taxes...........      10,791         8,399        7,305          (78)
Income tax provision........................       1,008            --          551           --
                                              ----------    ----------   ----------     --------
Net income (loss)...........................       9,783         8,399        6,754          (78)
Other comprehensive gain (loss) -- foreign
  currency translation adjustment...........        (152)         (133)           7         (176)
                                              ----------    ----------   ----------     --------
Comprehensive income (loss).................  $    9,631    $    8,266   $    6,761     $   (254)
                                              ==========    ==========   ==========     ========
Basic net income (loss) per share...........  $29,466.29    $25,298.59   $20,344.40     $(234.90)
                                              ----------    ----------   ----------     --------
Diluted net income (loss) per share.........  $29,466.29    $25,298.59   $20,344.40     $(234.90)
                                              ----------    ----------   ----------     --------
See notes to consolidated financial statements.
                                       F-4
VOLUME SERVICES AMERICA HOLDINGS, INC.

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
               FOR THE PERIOD JANUARY 1, 2002 TO OCTOBER 1, 2002
ACCUMULATED
                                                   ADDITIONAL                     OTHER                  LOANS TO
                                 COMMON   COMMON    PAID-IN     ACCUMULATED   COMPREHENSIVE   TREASURY   RELATED
                                 SHARES   STOCK     CAPITAL       DEFICIT         LOSS         STOCK     PARTIES     TOTAL
                                 ------   ------   ----------   -----------   -------------   --------   --------   --------
                                                                         (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT SHARE DATA)
BALANCE, JANUARY 1, 2002.......   332     $  --     $66,852      $(26,062)        $(471)      $(49,500)  $(1,079)   $(10,260)
Noncash compensation...........    --        --         478            --            --             --        --         478
Foreign currency translation...    --        --          --            --             7                       --           7
Net income.....................    --        --          --         6,754            --             --        --       6,754
                                  ---     -----     -------      --------         -----       --------   -------    --------
BALANCE, OCTOBER 1, 2002.......   332     $  --     $67,330      $(19,308)        $(464)      $(49,500)  $(1,079)   $ (3,021)
                                  ===     =====     =======      ========         =====       ========   =======    ========
See notes to consolidated financial statements.
                                       F-5
VOLUME SERVICES AMERICA HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
       THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001
THIRTY-NINE WEEKS ENDED
                                                              ------------------------
                                                              OCTOBER 1,    OCTOBER 2,
                                                                 2002          2001
                                                              ----------    ----------
                                                                    (UNAUDITED)
                                                                   (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................   $  6,754      $    (78)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................     19,006        18,161
     Amortization of deferred financing costs...............      1,073         1,074
     Contract related losses................................        699         4,132
     Noncash compensation...................................        478           107
     Deferred tax change....................................        551            --
     Gain on disposition of assets..........................        (39)          (32)
     Other..................................................          7          (176)
     Changes in assets and liabilities:
       Decrease (increase) in assets:
          Accounts receivable...............................        229           794
          Merchandise inventories...........................     (3,323)       (5,592)
          Prepaid expenses..................................        136          (332)
          Other assets......................................         37        (2,232)
       Increase (decrease) in liabilities:
          Accounts payable..................................      1,552         4,303
          Accrued salaries and vacations....................      4,496         2,446
          Liability for insurance...........................      2,547           254
          Accrued commissions and royalties.................     13,057         3,978
          Other liabilities.................................        728          (711)
                                                               --------      --------
               Net cash provided by operating activities....     47,988        26,096
                                                               --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment, net...................     (7,622)       (6,185)
  Proceeds from sale of property and equipment..............      2,387            62
  Contract rights acquired, net.............................    (35,904)      (16,420)
                                                               --------      --------
               Net cash used in investing activities........    (41,139)      (22,543)
                                                               --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayments -- revolving loans.........................   $(12,750)     $ (2,000)
  Principal payments on long-term debt......................       (862)         (862)
  Principal payments on capital lease obligations...........       (267)         (167)
  Increase in bank overdrafts...............................      2,348         1,745
  Loans to related parties..................................         --           (35)
                                                               --------      --------
               Net cash used in financing activities........    (11,531)       (1,319)
                                                               --------      --------
INCREASE/(DECREASE) IN CASH.................................     (4,682)        2,234
CASH AND CASH EQUIVALENTS:
  Beginning of period.......................................     15,142        14,726
                                                               --------      --------
  End of period.............................................   $ 10,460      $ 16,960
                                                               ========      ========
See notes to consolidated financial statements.
                                       F-6
VOLUME SERVICES AMERICA HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
       THIRTY-NINE WEEK PERIODS ENDED OCTOBER 1, 2002 AND OCTOBER 2, 2001

1.  GENERAL

     Volume Services America Holdings, Inc. ("Volume Holdings," and together
with its subsidiaries, the "Company") is a holding company, the principal assets
of which are the capital stock of its subsidiary, Volume Services America, Inc.
("Volume Services America"). Volume Holdings' financial information is therefore
substantially the same as that of Volume Services America. Volume Services
America is also a holding company, the principal assets of which are the capital
stock of its subsidiaries, Volume Services, Inc. ("Volume Services") and Service
America Corporation ("Service America"). The Company is owned by its senior
management, Blackstone Capital Partners II Merchant Banking Fund, L.P. ("BCP
II"), and General Electric Capital Corporation ("GE Capital").

     The accompanying financial statements of Volume Holdings have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
for interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair statement of results for the
interim periods.

     The results of operations for the thirty-nine week period ended October 1,
2002 are not necessarily indicative of the results to be expected for the
fifty-two week fiscal year ending December 31, 2002 due to the seasonal aspects
of the business. The accompanying consolidated financial statements and notes
thereto should be read in conjunction with the audited statements and notes
thereto for the year ended January 1, 2002.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Reclassifications.  Certain amounts in 2001 have been reclassified, where
applicable, to conform to the financial statement presentation used in 2002.

     New Accounting Standards.  In July 2001, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 142 Goodwill and Other Intangible Assets, which
became effective for the Company on January 2, 2002. SFAS No. 142 requires,
among other things, discontinuing amortization of goodwill and identifiable
intangible assets with indefinite lives. In addition, the standard includes
provisions for the reclassification of certain existing recognized intangibles
as goodwill, reassessment of the useful lives of existing recognized
intangibles, reclassification of certain intangibles out of previously reported
goodwill and the identification of reporting units for purposes of assessing
potential future impairments of goodwill. The Company has adopted SFAS No. 142
and completed the required transitional impairment test and found there to be no
related impairments. In accordance with the standard, the Company discontinued
the

                                       F-7
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

amortization of goodwill and trademarks, identified intangible assets which
management believes have indefinite lives. A reconciliation of net income (loss)
to adjusted net income is as follows:
THIRTEEN WEEKS ENDED     THIRTY-NINE WEEKS ENDED
                                     ------------------------   ------------------------
                                     OCTOBER 1,    OCTOBER 2,   OCTOBER 1,    OCTOBER 2,
                                        2002          2001         2002          2001
                                     ----------    ----------   ----------    ----------
                                        (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Reported net income (loss).........  $    9,783    $    8,399   $    6,754    $     (78)
  Goodwill amortization............          --           443           --        1,328
  Trademark amortization...........          --           172           --          515
                                     ----------    ----------   ----------    ---------
Adjusted net income................  $    9,783    $    9,014   $    6,754    $   1,765
                                     ==========    ==========   ==========    =========
BASIC EARNINGS PER SHARE:
  Reported net income (loss).......  $29,466.29    $25,298.59   $20,344.40    $ (234.90)
  Goodwill amortization............          --      1,333.74           --     4,001.22
  Trademark amortization...........          --        517.00           --     1,550.99
                                     ----------    ----------   ----------    ---------
  Adjusted net income..............  $29,466.29    $27,149.33   $20,344.40    $5,317.31
                                     ==========    ==========   ==========    =========
DILUTED EARNINGS PER SHARE:
  Reported net income (loss).......  $29,466.29    $25,298.59   $20,344.40    $ (234.90)
  Goodwill amortization............          --      1,333.74           --     4,001.22
  Trademark amortization...........          --        517.00           --     1,550.99
                                     ----------    ----------   ----------    ---------
  Adjusted net income..............  $29,466.29    $27,149.33   $20,344.40    $5,317.31
                                     ==========    ==========   ==========    =========
In August 2001, the FASB issued SFAS No. 144 Accounting for the Impairment
or Disposal of Long-Lived Assets which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded Statement of Financial Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS No. 144 became effective for the Company on January 2, 2002. The adoption
of SFAS 144 had no significant impact on the Company's financial position or
results of operations.

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
First, SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 64,
Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. Because of the
rescission of SFAS No. 4, the gains and losses from the extinguishment of debt
are no longer required to be classified as extraordinary items. SFAS No. 64
amended SFAS No. 4 and is no longer needed because SFAS No. 4 is rescinded.
Second, SFAS No. 145 rescinds SFAS No. 44, Accounting for Intangible Assets of
Motor Carriers. This statement was originally issued to establish accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980. As those transitions are complete, SFAS No. 44 is no longer
needed. Third, SFAS No. 145 amends SFAS No. 13, Accounting for Leases, to
require sale-leaseback accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The amendment
of SFAS No. 13 is effective for transactions occurring after May 15, 2002. There
has been no impact on the Company due to the amendment of SFAS No. 13. Lastly,
SFAS No. 145 makes various technical corrections to existing pronouncements that
are not substantive in nature. The Company has not yet evaluated the impact on
its financial position or results of operations of the rescission of SFAS No. 4,
44 and 64 and the other technical corrections prescribed by this statement, all
of which become effective for the Company in fiscal 2003.

                                       F-8
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. This statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
Recognition for Certain Employees Termination Benefits and Other Costs to Exit
an Activity (Including Certain Costs Incurred in a Restructuring). The Company
has not yet evaluated the impact of this statement on its financial position or
results of operations.

     On November 25, 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, which elaborates on the disclosures to be
made by a guarantor about its obligations under certain guarantees issued. It
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The Interpretation expands on the accounting guidance of
SFAS No. 5, Accounting for Contingencies, SFAS No. 57, Related Party
Disclosures, and SFAS No. 107, Disclosures about Fair Value of Financial
Instruments. The Interpretation also incorporates without change, the provisions
of FASB Interpretation No. 34, Disclosure of Indirect Guarantees of Indebtedness
of Others, which it supersedes. The Interpretation does identify several
situations where the recognition of a liability at inception for a guarantor's
obligation is not required. The initial recognition and measurement provisions
of Interpretation 45 apply on a prospective basis to guarantees issued or
modified after December 31, 2002, regardless of the guarantor's fiscal year-end.
The disclosures are effective for financial statements of interim or annual
periods ending after December 15, 2002. The Company has not yet calculated the
impact of this Interpretation on its financial position or results of
operations.

     On December 31, 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation -- Transition and Disclosure. SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation. SFAS No. 148 also amends the disclosure provisions of
SFAS No. 123 and APB Opinion No. 28, Interim Financial Reporting, to require
disclosure in the summary of significant accounting policies of the effects of
an entity's accounting policy with respect to stock-based employee compensation
on reported net income and earnings per share in annual and interim financial
statements. While SFAS No. 148 does not amend SFAS No. 123 to require companies
to account for employee stock options using the fair value method, the
disclosure provisions of SFAS No. 148 are applicable to all companies with
stock-based employee compensation, regardless of whether they account for that
compensation using the fair value method of SFAS No. 123 or the intrinsic value
method of APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No.
148's amendment of the transition and annual disclosure requirements of SFAS No.
123 are effective for fiscal years ending after December 15, 2002. SFAS No.
148's amendment of the disclosure requirements of APB Opinion No. 28 is
effective for financial reports containing consolidated financial statements for
interim periods beginning after December 15, 2002. The Company has not yet
evaluated the impact of this Statement on its financial position or results of
operations.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an Interpretation of Accounting Research Bulletin
No. 51, Consolidated Financial Statements. This Interpretation applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. This Interpretation may be
applied prospectively with a cumulative-effect adjustment as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of
the first year restated. The Company has not yet evaluated the impact of this
Interpretation on its financial position or results of operations.
                                       F-9
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Contract Rights.  During the thirty-nine weeks ended October 1, 2002, the
Company entered into contracts to provide specified concession and other
services. Contract rights of approximately $35.9 million were purchased and will
be amortized on a straight line basis over the lives of the agreements.

     Insurance.  At the beginning of fiscal 2002, the Company adopted a high
deductible insurance program for general liability, auto liability and workers'
compensation risk. During the fiscal years 1999 through 2001, the Company had a
premium-based insurance program for general liability, automobile liability and
workers' compensation risk. Prior to fiscal 1999, the Company was primarily
self-insured for general liability, automobile liability and workers'
compensation risks, supplemented by stop-loss type insurance policies.
Management determines the estimate of the reserve for the deductible and self-
insurance considering a number of factors, including historical experience and
actuarial assessment of the liabilities for reported claims and claims incurred
but not reported.

     The Company became self-insured for employee health insurance in December
1999. Prior to December 1999, the Company had a premium-based insurance program.
The reserve for the employee health self-insurance liability is based on claims
filed and estimates for claims incurred but not reported.

     Income Taxes.  The provision for income taxes includes federal, state and
foreign taxes currently payable, and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities. A valuation allowance is
established for deferred tax assets when it is more likely than not that the
benefits of such assets will not be realized.

     Income taxes for the thirty-nine weeks ended October 1, 2002 and October 2,
2001 are calculated using the projected effective tax rate for fiscal 2002 and
2001, respectively, which in fiscal 2002 includes the reversal of approximately
$0.8 million of valuation allowances on deferred tax assets and the utilization
of approximately $0.9 million of wage and tip credits.

3.  CONTRACT RELATED LOSSES

     Contract related losses for the thirty-nine weeks ended October 1, 2002
reflect an impairment charge of approximately $0.7 million for the write-down of
contract rights. For the thirty-nine weeks ended October 2, 2001, contract
related losses consist of approximately $1.8 million for the write-down of
property and equipment and a receivable reserve of $2.3 million related to two
of the Company's customers which filed for reorganization under Chapter 11 of
the Bankruptcy Code.

4.  COMMITMENTS AND CONTINGENCIES

     The Company is from time to time involved in various legal proceedings
incidental to the conduct of its business. In the opinion of management, any
liabilities arising out of any currently pending proceedings will not have a
material adverse effect on our financial condition or results of operations.

5.  EXECUTIVE EMPLOYMENT AGREEMENT

     Effective April 15, 2002, the Company entered into an Executive Employment
Agreement (the "Agreement") with its Chief Executive Officer, Lawrence E. Honig.
The Agreement provides for the grant of stock options equal to three percent of
the total outstanding number of shares of Volume Holdings on the option issuance
date, pursuant to a stock option plan that was to be adopted within 180 days of
the effective date of the Agreement. Subsequently, the board of directors has
engaged an outside firm to evaluate various management long-term incentive
plans.

                                       F-10
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6.  NON-GUARANTOR SUBSIDIARIES FINANCIAL STATEMENTS

     The Company's $100 million in 11 1/4% senior subordinated notes due 2009
are jointly and severally guaranteed by Volume Holdings and all of the
subsidiaries of Volume Service America (the "Guarantor Subsidiaries"), except
for certain non-wholly owned U.S. subsidiaries and one non-U.S. subsidiary
(together the "Non-Guarantor Subsidiaries"). The following table sets forth the
condensed consolidating financial statements of Volume Holdings, the Guarantor
Subsidiaries and the Non-Guarantor Subsidiaries as of October 1, 2002 and
January 1, 2002 (in the case of the balance sheets), for the thirteen and
thirty-nine week periods ended October 1, 2002 and October 2, 2001 (in the case
of the statements of operations and comprehensive income (loss)) and for the
thirty-nine week periods ended October 1, 2002 and October 2, 2001 (in the case
of the statements of cash flows).

 CONSOLIDATING CONDENSED BALANCE SHEET, OCTOBER 1, 2002
COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 10,241        $   219        $     --       $ 10,460
  Accounts receivable.............        --       16,695          1,462              --         18,157
  Other current assets............        --       26,613          1,655          (7,335)        20,933
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       53,549          3,336          (7,335)        49,550
Property and equipment............        --       53,748          3,244              --         56,992
Contract rights, net..............        --      102,922            828              --        103,750
Cost in excess of net assets
  acquired, net...................        --       46,457             --              --         46,457
Investment in subsidiaries........    (3,021)          --             --           3,021             --
Other assets......................        --       29,091             22              --         29,113
                                    --------     --------        -------        --------       --------
       Total assets...............  $ (3,021)    $285,767        $ 7,430        $ (4,314)      $285,862
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 7,335        $ (7,335)      $     --
  Other current liabilities.......        --       71,842          2,293              --         74,135
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       71,842          9,628          (7,335)        74,135
Long-term debt....................        --      209,538             --              --        209,538
Other liabilities.................        --        5,210             --              --          5,210
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      286,590          9,628          (7,335)       288,883
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    67,330       67,330             --         (67,330)        67,330
  Accumulated deficit.............   (19,308)     (17,574)        (1,734)         19,308        (19,308)
  Treasury stock and other........   (51,043)     (50,579)          (464)         51,043        (51,043)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............    (3,021)        (823)        (2,198)          3,021         (3,021)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $ (3,021)    $285,767        $ 7,430        $ (4,314)      $285,862
                                    ========     ========        =======        ========       ========
F-11
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 THIRTEEN WEEK PERIOD ENDED OCTOBER 1, 2002
COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................   $   --      $186,674        $8,426         $    --        $195,100
Cost of sales...................       --       149,211         7,248              --         156,459
Selling, general, and
  administrative................       --        15,129           886              --          16,015
Depreciation and amortization...       --         6,483           251              --           6,734
                                   ------      --------        ------         -------        --------
Operating income................       --        15,851            41              --          15,892
Interest expense................       --         5,129                            --           5,129
Other income, net...............       --           (28)                           --             (28)
                                   ------      --------        ------         -------        --------
Income before income taxes......       --        10,750            41              --          10,791
Income tax provision............       --         1,008            --              --           1,008
                                   ------      --------        ------         -------        --------
Equity in earnings of
  subsidiaries..................    9,783            --            --          (9,783)             --
                                   ------      --------        ------         -------        --------
Net income......................    9,783         9,742            41          (9,783)          9,783
Other comprehensive
  loss -- foreign currency
  translation adjustment........       --            --          (152)             --            (152)
                                   ------      --------        ------         -------        --------
Comprehensive income (loss).....   $9,783      $  9,742        $ (111)        $(9,783)       $  9,631
                                   ======      ========        ======         =======        ========
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  THIRTY-NINE WEEK PERIOD ENDED OCTOBER 1, 2002
COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................   $   --      $426,300        $23,061        $    --        $449,361
Cost of sales...................       --       345,646         19,891             --         365,537
Selling, general, and
  administrative................       --        40,316          2,283             --          42,599
Depreciation and amortization...       --        18,291            715             --          19,006
Contract related losses.........       --           699             --             --             699
                                   ------      --------        -------        -------        --------
Operating income................       --        21,348            172             --          21,520
Interest expense................       --        15,646             15             --          15,661
Other income, net...............       --        (1,445)            (1)            --          (1,446)
                                   ------      --------        -------        -------        --------
Income before income taxes......       --         7,147            158             --           7,305
Income tax provision............       --           551             --             --             551
Loss in earnings of
  subsidiaries..................    6,754            --             --         (6,754)             --
                                   ------      --------        -------        -------        --------
Net income......................    6,754         6,596            158         (6,754)          6,754
Other comprehensive
  gain -- foreign currency
  translation adjustment........       --            --              7             --               7
                                   ------      --------        -------        -------        --------
Comprehensive income............   $6,754      $  6,596        $   165        $(6,754)       $  6,761
                                   ======      ========        =======        =======        ========
F-12
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS THIRTY-NINE WEEK PERIOD ENDED
  OCTOBER 1, 2002
COMBINED       COMBINED
                                              VOLUME     GUARANTOR     NON-GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
Cash Flows Provided by Operating
  Activities...............................   $  --       $ 47,331         $ 657         $ 47,988
                                              -----       --------         -----         --------
Cash Flows from Investing Activities:
  Purchase of property and equipment,
     net...................................      --         (7,018)         (604)          (7,622)
  Proceeds from sale of property, plant and
     equipment.............................      --          2,387            --            2,387
  Contract rights acquired, net............      --        (35,904)           --          (35,904)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (40,535)         (604)         (41,139)
                                              -----       --------         -----         --------
Cash Flows from Financing Activities:
  Net repayments -- revolving loans........      --        (12,750)           --          (12,750)
  Principal payments on long-term debt.....      --           (862)           --             (862)
  Principal payments on capital lease
     obligations...........................      --           (267)           --             (267)
  Increase in bank overdrafts..............      --          2,348            --            2,348
                                              -----       --------         -----         --------
       Net cash used in financing
          activities.......................      --        (11,531)           --          (11,531)
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --         (4,735)           53           (4,682)
Cash and cash equivalents -- beginning of
  period...................................      --         14,976           166           15,142
                                              -----       --------         -----         --------
Cash and cash equivalents -- end of
  period...................................   $  --       $ 10,241         $ 219         $ 10,460
                                              =====       ========         =====         ========
F-13
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 1, 2002
COMBINED       COMBINED
                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                     --------   ------------   -------------   ------------   ------------
                                                                (IN THOUSANDS)
ASSETS
Current assets:
  Cash and cash equivalents........  $     --     $ 14,976        $   166        $     --       $ 15,142
  Accounts receivable..............        --       16,471          1,915              --         18,386
  Other current assets.............        --       23,667          1,028          (8,304)        16,391
                                     --------     --------        -------        --------       --------
       Total current assets........        --       55,114          3,109          (8,304)        49,919
Property and equipment.............        --       54,607          3,181              --         57,788
Contract rights, net...............        --       79,890            790              --         80,680
Cost in excess of net assets
  acquired, net....................        --       46,457             --              --         46,457
Investment in subsidiaries.........   (10,260)          --             --          10,260             --
Other assets.......................                 31,050              6              --         31,056
                                     --------     --------        -------        --------       --------
       Total assets................  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                     ========     ========        =======        ========       ========

                                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities.........  $     --     $     --        $ 8,304        $ (8,304)      $     --
  Other current liabilities........        --       54,901          1,145              --         56,046
                                     --------     --------        -------        --------       --------
       Total current liabilities...        --       54,901          9,449          (8,304)        56,046
Long-term debt.....................        --      218,400             --              --        218,400
Other liabilities..................        --        1,714             --              --          1,714
                                     --------     --------        -------        --------       --------
       Total liabilities...........        --      275,015          9,449          (8,304)       276,160
                                     --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock
  Additional paid-in capital.......    66,852       66,852             --         (66,852)        66,852
  Accumulated deficit..............   (26,062)     (24,170)        (1,892)         26,062        (26,062)
  Treasury stock and other.........   (51,050)     (50,579)          (471)         51,050        (51,050)
                                     --------     --------        -------        --------       --------
       Total stockholders'
          deficiency...............   (10,260)      (7,897)        (2,363)         10,260        (10,260)
                                     --------     --------        -------        --------       --------
Total liabilities and stockholders'
  deficiency.......................  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                     ========     ========        =======        ========       ========
F-14
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  THIRTEEN WEEK PERIOD ENDED OCTOBER 2, 2001
COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................       --      $170,669        $6,890              --        $177,559
Cost of sales...................       --       137,704         5,829              --         143,533
Selling, general, and
  administrative................       --        12,672           483              --          13,155
Depreciation and amortization...       --         5,864           212              --           6,076
Contract related losses.........       --           933            --              --             933
                                               --------        ------                        --------
Operating income................       --        13,496           366              --          13,862
Interest expense................       --         5,443           111              --           5,554
Other income, net...............       --           (85)           (6)             --             (91)
                                               --------        ------                        --------
Equity in earnings of
  subsidiaries..................   $8,399            --            --         $(8,399)             --
                                   ------      --------        ------         -------        --------
Net income......................    8,399         8,138           261          (8,399)          8,399
Other comprehensive
  loss -- foreign currency
  translation adjustment........       --            --          (133)             --            (133)
                                   ------      --------        ------         -------        --------
Comprehensive income............   $8,399      $  8,138        $  128         $(8,399)       $  8,266
                                   ======      ========        ======         =======        ========
CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
  (LOSS) THIRTY-NINE WEEK PERIOD ENDED OCTOBER 2, 2001
COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................      --       $399,266        $19,133           --          $418,399
Cost of sales...................      --        325,686         16,790           --           342,476
Selling, general, and
  administrative................      --         34,504          1,255           --            35,759
Depreciation and amortization...      --         17,562            599           --            18,161
Contract related losses.........      --          4,132             --           --             4,132
                                    ----       --------        -------          ---          --------
Operating income................      --         17,382            489           --            17,871
Interest expense................      --         17,993            111           --            18,104
Other income, net...............      --           (130)           (25)          --              (155)
                                    ----       --------        -------          ---          --------
Income (loss) before income
  taxes.........................      --           (481)           403           --               (78)
Extraordinary loss..............                                    --
Loss in earnings of
  subsidiaries..................    $(78)            --             --          $78                --
                                    ----       --------        -------          ---          --------
Net income (loss)...............     (78)          (481)           403           78               (78)
Other comprehensive
  loss -- foreign currency
  translation adjustment........      --             --           (176)          --              (176)
                                    ----       --------        -------          ---          --------
Comprehensive income (loss).....    $(78)      $   (481)       $   227          $78          $   (254)
                                    ====       ========        =======          ===          ========
F-15
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS THIRTY-NINE WEEK PERIOD ENDED
  OCTOBER 2, 2001
COMBINED       COMBINED
                                              VOLUME     GUARANTOR     NON-GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
Cash Flows from Operating Activities.......   $  --       $ 26,375         $(279)        $ 26,096
                                              -----       --------         -----         --------
Cash Flows from Investing Activities:
  Purchase of property and equipment.......      --         (6,120)          (65)          (6,185)
  Proceeds from sale of property and
     equipment.............................      --             62            --               62
  Purchase of contract rights..............      --        (16,420)           --          (16,420)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (22,478)          (65)         (22,543)
                                              -----       --------         -----         --------
Cash Flows from Financing Activities:
  Principal payments on long-term debt.....      --           (862)           --             (862)
  Net repayments -- revolving loans........      --         (2,000)           --           (2,000)
  Principal payments on capital lease
     obligations...........................      --           (167)           --             (167)
  Increase in bank overdrafts..............      --          1,745            --            1,745
  Increase in loans to related parties.....      --            (35)           --              (35)
                                              -----       --------         -----         --------
       Net cash used in financing
          activities.......................      --         (1,319)           --           (1,319)
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --          2,578          (344)           2,234
Cash and cash equivalents -- beginning of
  period...................................      --         14,158           568           14,726
                                              -----       --------         -----         --------
Cash and cash equivalents -- end of
  period...................................   $  --       $ 16,736         $ 224         $ 16,960
                                              =====       ========         =====         ========
F-16
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Volume Services America Holdings, Inc.:

     We have audited the accompanying consolidated balance sheets of Volume
Services America Holdings, Inc. and subsidiaries (collectively the "Company") as
of January 2, 2001 and January 1, 2002, and the related consolidated statements
of operations and comprehensive loss, stockholders' deficiency, and cash flows
for each of the three years in the period ended January 1, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Volume Services America
Holdings, Inc. and its subsidiaries at January 2, 2001 and January 1, 2002, and
the results of its operations and cash flows for each of the three years in the
period ended January 1, 2002 in conformity with accounting principles generally
accepted in the United States of America.

March 8, 2002
(except for the second to last paragraph of note 2,
as to which the date is August 31, 2002)

Charlotte, North Carolina

                                       F-17
VOLUME SERVICES AMERICA HOLDINGS, INC.

                          CONSOLIDATED BALANCE SHEETS
                      JANUARY 2, 2001 AND JANUARY 1, 2002
JANUARY 2,    JANUARY 1,
                                                                 2001          2002
                                                              -----------   -----------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................   $ 14,726      $ 15,142
  Accounts receivable, less allowance for doubtful accounts
     of $876 and $984 at January 2, 2001 and January 1,
     2002, respectively.....................................     19,386        18,386
  Merchandise inventories...................................     11,524        13,221
  Prepaid expenses and other................................      2,524         2,469
  Deferred tax asset........................................      2,064           701
                                                               --------      --------
       Total current assets.................................     50,224        49,919
                                                               --------      --------
PROPERTY AND EQUIPMENT:
  Leasehold improvements....................................     47,036        47,548
  Merchandising equipment...................................     43,746        46,410
  Vehicles and other equipment..............................      7,473         8,426
  Construction in process...................................        203           176
                                                               --------      --------
       Total................................................     98,458       102,560
  Less accumulated depreciation and amortization............    (35,770)      (44,772)
                                                               --------      --------
       Property and equipment, net..........................     62,688        57,788
                                                               --------      --------
OTHER ASSETS:
  Contract rights, net......................................     70,793        80,680
  Cost in excess of net assets acquired, net................     48,228        46,457
  Deferred financing costs, net.............................      9,948         8,517
  Trademarks, net...........................................     17,735        17,049
  Deferred tax asset........................................         --            32
  Other.....................................................      6,080         5,458
                                                               --------      --------
       Total other assets...................................    152,784       158,193
                                                               --------      --------
TOTAL ASSETS................................................   $265,696      $265,900
                                                               ========      ========
See notes to consolidated financial statements.
                                       F-18
VOLUME SERVICES AMERICA HOLDINGS, INC.

                   CONSOLIDATED BALANCE SHEETS -- (CONTINUED)
                      JANUARY 2, 2001 AND JANUARY 1, 2002
JANUARY 2,    JANUARY 1,
                                                                 2001          2002
                                                              -----------   -----------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                     SHARE DATA)
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Short-term note payable...................................   $  1,000      $  4,750
  Current maturities of long-term debt......................      1,150         1,150
  Current maturities of capital lease obligation............        225           267
  Accounts payable..........................................     14,838        14,977
  Accrued salaries and vacations............................      8,707         8,546
  Liability for insurance...................................      2,522         2,934
  Accrued taxes, including income taxes.....................      2,536         3,235
  Accrued commissions and royalties.........................     12,332        11,901
  Accrued interest..........................................      4,005         3,847
  Other.....................................................      3,164         4,439
                                                               --------      --------
       Total current liabilities............................     50,479        56,046
                                                               --------      --------
LONG-TERM LIABILITIES:
  Long-term debt............................................    216,550       218,400
  Capital lease obligation..................................        191            --
  Deferred income taxes.....................................      2,242            --
  Liability for insurance...................................      1,608           838
  Other liabilities.........................................      1,135           876
                                                               --------      --------
       Total long-term liabilities..........................    221,726       220,114
                                                               --------      --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY:
  Common stock, $0.01 par value -- authorized: 1,000 shares;
     issued:
     526 shares; outstanding: 332 shares....................         --            --
  Additional paid-in capital................................     66,754        66,852
  Accumulated deficit.......................................    (22,462)      (26,062)
  Accumulated other comprehensive loss......................       (262)         (471)
  Treasury stock -- at cost (194 shares)....................    (49,500)      (49,500)
  Loans to related parties..................................     (1,039)       (1,079)
                                                               --------      --------
       Total stockholders' deficiency.......................     (6,509)      (10,260)
                                                               --------      --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY..............   $265,696      $265,900
                                                               ========      ========
See notes to consolidated financial statements.
                                       F-19
VOLUME SERVICES AMERICA HOLDINGS, INC.

          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002
DECEMBER 28,   JANUARY 2,    JANUARY 1,
                                                            1999          2001          2002
                                                        ------------   -----------   -----------
                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
Net sales.............................................  $   431,453    $   522,533   $   543,113
Cost of sales.........................................      342,489        424,160       446,596
Selling, general and administrative...................       42,713         47,860        48,108
Depreciation and amortization.........................       26,815         26,300        24,492
Transaction related expenses..........................        1,529          1,105            --
Contract related losses...............................        1,422          2,524         4,762
                                                        -----------    -----------   -----------
Operating income......................................       16,485         20,584        19,155
Interest expense......................................       23,029         26,577        23,429
Other income, net.....................................         (476)          (486)         (242)
                                                        -----------    -----------   -----------
Loss before income taxes..............................       (6,068)        (5,507)       (4,032)
Income tax benefit....................................       (1,549)        (1,288)         (432)
                                                        -----------    -----------   -----------
Loss before extraordinary item and cumulative effect
  of change in accounting principle...................       (4,519)        (4,219)       (3,600)
Extraordinary loss on debt extinguishment, net of
  taxes...............................................         (873)            --            --
Cumulative effect of change in accounting principle,
  net of taxes........................................         (256)            --            --
                                                        -----------    -----------   -----------
Net loss..............................................       (5,648)        (4,219)       (3,600)
Other comprehensive loss -- foreign currency
  translation adjustment..............................         (131)           (64)         (209)
                                                        -----------    -----------   -----------
Comprehensive loss....................................  $    (5,779)   $    (4,283)  $    (3,809)
                                                        ===========    ===========   ===========

Loss per share before extraordinary items and
  cumulative effect of change in accounting
  principle...........................................  $(12,220.03)   $(12,708.54)  $(10,844.55)
                                                        -----------    -----------   -----------
  Extraordinary loss per share on debt extinguishment,
     net of taxes.....................................    (2,361.23)            --            --
                                                        -----------    -----------   -----------
  Cumulative effect per share of change in accounting
     principle, net of taxes..........................      (692.41)            --            --
                                                        -----------    -----------   -----------
Basic Net Loss per share..............................  $(15,273.67)   $(12,708.54)  $(10,844.55)
                                                        ===========    ===========   ===========
Diluted Net Loss per share............................  $(15,273.67)   $(12,708.54)  $(10,844.55)
                                                        ===========    ===========   ===========
See notes to consolidated financial statements.
                                       F-20
VOLUME SERVICES AMERICA HOLDINGS, INC.

              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002
ACCUMULATED
                                                     ADDITIONAL                     OTHER                  LOANS TO
                                   COMMON   COMMON    PAID-IN     ACCUMULATED   COMPREHENSIVE   TREASURY   RELATED
                                   SHARES   STOCK     CAPITAL       DEFICIT         LOSS         STOCK     PARTIES     TOTAL
                                   ------   ------   ----------   -----------   -------------   --------   --------   --------
                                                              (IN THOUSANDS, EXCEPT PER SHARE DATA)
BALANCE, DECEMBER 29, 1998.......    526    $  --     $66,474      $(12,595)        $ (67)      $     --   $(1,571)   $ 52,241
  Stock redemption...............   (194)      --          --            --            --        (49,500)       --     (49,500)
  Loans to related parties.......     --       --          --            --            --             --      (912)       (912)
  Repayment of investor notes....     --       --          --            --            --             --     1,564       1,564
  Foreign currency translation...     --       --          --            --          (131)            --        --        (131)
  Net loss.......................     --       --          --        (5,648)           --             --        --      (5,648)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, DECEMBER 28, 1999.......    332       --      66,474       (18,243)         (198)       (49,500)     (919)     (2,386)
  Noncash compensation...........     --       --         280            --            --             --        --         280
  Loans to related parties.......     --       --          --            --            --             --      (120)       (120)
  Foreign currency translation...     --       --          --            --           (64)            --        --         (64)
  Net loss.......................     --       --          --        (4,219)           --             --        --      (4,219)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, JANUARY 2, 2001.........    332       --      66,754       (22,462)         (262)       (49,500)   (1,039)     (6,509)
  Noncash compensation...........     --       --          98            --            --             --        --          98
  Loans to related parties.......     --       --          --            --            --             --       (40)        (40)
  Foreign currency translation...     --       --          --            --          (209)            --        --        (209)
  Net loss.......................     --       --          --        (3,600)           --             --        --      (3,600)
                                    ----    -----     -------      --------         -----       --------   -------    --------
BALANCE, JANUARY 1, 2002.........    332    $  --     $66,852      $(26,062)        $(471)      $(49,500)  $(1,079)   $(10,260)
                                    ====    =====     =======      ========         =====       ========   =======    ========
See notes to consolidated financial statements
                                       F-21
VOLUME SERVICES AMERICA HOLDINGS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002
YEARS ENDED
                                                             --------------------------------------
                                                             DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                                 1999          2001         2002
                                                             ------------   ----------   ----------
                                                                         (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss.................................................    $ (5,648)     $ (4,219)    $ (3,600)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Extraordinary item....................................         873            --           --
     Cumulative effect of change in accounting principle...         256            --           --
     Depreciation and amortization.........................      26,815        26,300       24,492
     Amortization of deferred financing costs..............       1,475         1,511        1,431
     Contract related losses...............................       1,422         2,220        4,762
     Noncash compensation..................................          --           280           98
     Deferred tax change...................................      (3,267)       (1,158)        (911)
     Gain on disposition of assets.........................         (13)         (256)         (37)
     Other.................................................        (131)          (64)        (209)
     Changes in assets and liabilities acquisition:
       Decrease (increase) in assets:
       Accounts receivable.................................         855        (3,218)         767
       Merchandise inventories.............................      (1,362)         (577)      (1,697)
       Prepaid expenses....................................      (2,577)        2,407           55
       Other assets........................................        (639)       (1,798)      (1,612)
     Increase (decrease) in liabilities:
       Accounts payable....................................      (4,857)           74          593
       Accrued salaries and vacations......................        (466)          657         (161)
       Liability for insurance.............................      (1,609)          574         (358)
       Other liabilities...................................       4,963           (49)       1,126
                                                               --------      --------     --------
            Net cash provided by operating activities......      16,090        22,684       24,739
                                                               --------      --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment.......................     (10,418)       (6,399)      (8,052)
  Proceeds from sale of property and equipment.............         887           965          139
  Purchase of contract rights..............................     (15,882)       (7,477)     (21,367)
                                                               --------      --------     --------
            Net cash used in investing activities..........     (25,413)      (12,911)     (29,280)
                                                               --------      --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings -- revolving loans........................    $  9,500      $ (3,500)    $  6,750
  Principal payments on long-term debt.....................     (46,650)       (1,150)      (1,150)
  Proceeds from long-term debt.............................     100,000            --           --
  Payments of financing costs..............................      (6,600)           --           --
  Principal payments on capital lease obligations..........        (189)         (206)        (149)
  Increase (decrease) in bank overdrafts...................       5,563        (2,352)        (454)
  Net decrease (increase) in loans to related parties......         652          (120)         (40)
  Redemption of stock......................................     (49,500)           --           --
                                                               --------      --------     --------
            Net cash provided by (used in) financing
               activities..................................      12,776        (7,328)       4,957
                                                               --------      --------     --------
INCREASE IN CASH...........................................       3,453         2,445          416
CASH AND CASH EQUIVALENTS:
  Beginning of year........................................       8,828        12,281       14,726
                                                               --------      --------     --------
  End of year..............................................    $ 12,281      $ 14,726     $ 15,142
                                                               ========      ========     ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid............................................    $ 17,790      $ 24,934     $ 22,155
                                                               ========      ========     ========
  Income taxes paid........................................    $    578      $    391     $    696
                                                               ========      ========     ========
See notes to consolidated financial statements.
                                       F-22
VOLUME SERVICES AMERICA HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEARS ENDED DECEMBER 28, 1999, JANUARY 2, 2001 AND JANUARY 1, 2002

1.  GENERAL

     Volume Services America Holdings, Inc. ("Volume Holdings," and together
with its subsidiaries, the "Company") is a holding company, the principal assets
of which are the capital stock of its subsidiary, Volume Services America, Inc.
("Volume Services America"). Volume Holdings' financial information is therefore
substantially the same as that of Volume Services America. Volume Services
America is also a holding company, the principal assets of which are the capital
stock of its subsidiaries, Volume Services, Inc. ("Volume Services") and Service
America Corporation ("Service America"). The Company is owned by its senior
management, Blackstone Capital Partners II Merchant Banking Fund, L.P. ("BCP
II"), and General Electric Capital Corporation ("GE Capital"). GE Capital
controlled 36.4 percent of the Company at January 1, 2002. As of January 1,
2002, the remainder of the Company's capital stock was owned by BCP II through
its limited partnerships, BCP Volume L.P. and BCP Offshore Volume L.P.
("Blackstone") (59.4 percent) and by current and former management employees of
the Company (4.2 percent).

     At January 1, 2002, the Company had approximately 128 contracts to provide
specified concession services, including catering and novelty merchandise items
at stadiums, sports arenas, convention centers and other entertainment
facilities at various locations in the United States and Canada. Contracts to
provide these services were generally obtained through competitive bids. In most
instances, the Company has the right to provide these services in a particular
location for a period of several years, with the duration of time often a
function of the required investment in facilities or other financial
considerations. The contracts vary in length generally from 1 to 20 years.
Certain of the contracts contain renewal clauses.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation.  The consolidated financial statements include
the accounts of Volume Holdings, and its wholly owned subsidiary, Volume
Services America, and its wholly owned subsidiaries, Volume Services and Service
America. All significant intercompany transactions have been eliminated.

     Fiscal Year.  The Company has adopted a 52-53 week period ending on the
Tuesday closest to December 31 as its fiscal year end. The 1999 and 2001 fiscal
years consisted of 52 weeks and fiscal year 2000 contained 53 weeks.

     Cash and Cash Equivalents.  The Company considers temporary cash
investments purchased with an original maturity of three months or less to be
cash.

     Revenue Recognition.  The Company typically enters into one of three types
of contracts: 1) profit and loss contracts, 2) profit sharing contracts, and 3)
management fee contracts. Under profit and loss and profit-sharing contracts,
revenue from food and beverage concessions and catering contract food services
is recognized as net sales when the services are provided. Management fee
contracts provide the Company with a fixed fee or a fixed fee plus an incentive
fee and the Company bears no profit or loss risk. Fees received for management
fee contracts are included in net sales when earned.

     The aggregate amount of sales recognized by the Company and sales collected
on behalf of others under management fee contracts from services provided to the
end users of the products is defined as "managed revenues." The Company's total
managed revenues for fiscal years 1999, 2000 and 2001 were approximately
$452,679,000, $542,324,000 and $554,677,000, respectively.

     Merchandise Inventories.  Merchandise inventories consist of food,
beverage, team and other merchandise. Inventory is valued primarily at the lower
of cost or market, determined on the first-in, first-out basis.

                                       F-23
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Depreciation.  Property and equipment is stated at cost and is depreciated
on the straight-line method over the lesser of the estimated useful life of the
asset and the term of the contract at the site where such property and equipment
is located. Following are the estimated useful lives of the property and
equipment:

     - Leasehold improvements -- generally 10 years -- limited by the lease term
       or contract term, if applicable

     - Merchandising equipment -- generally 5 to 10 years limited by the
       contract term, if applicable

     - Vehicles and other equipment -- generally 2 to 10 years limited by the
       contract term, if applicable

     Contract Rights.  Contract rights, net of accumulated amortization, consist
primarily of certain directly attributable costs incurred by the Company in
obtaining or renewing contracts with clients and the adjustment to fair value of
contract rights acquired in the acquisitions of Volume Services in 1995 and
Service America in 1998. These costs for the Company are amortized on a
straight-line basis over the contract life of each such contract, which range
from 1-20 years, including optional renewal periods where the option to renew
rests solely with the Company. Accumulated amortization was approximately
$29,789,000 at January 2, 2001 and $35,321,000 at January 1, 2002.

     Cost in Excess of Net Assets Acquired.  Cost in excess of net assets
acquired (goodwill) is being amortized on the straight-line basis over 30 years.
Accumulated amortization was approximately $4,977,000 at January 2, 2001 and
$6,748,000 at January 1, 2002.

     Trademarks.  Trademarks are being amortized on a straight-line basis over
30 years. Accumulated amortization was approximately $2,865,000 at January 2,
2001 and $3,551,000 at January 1, 2002.

     Deferred Financing Costs.  Deferred financing costs are being amortized as
interest expense over the life of the respective debt using the interest method.
Accumulated amortization was approximately $3,062,000 at January 2, 2001 and
$4,492,000 at January 1, 2002.

     Impairment of Long-Lived Assets and Contract Losses.  The Company reviews
long-lived assets and contract assets for impairment whenever events or changes
in circumstances indicate that the book value of the asset may not be
recoverable. Accordingly, the Company estimates the future undiscounted cash
flows expected to result from the use of the asset and its eventual disposition.
If the sum of the expected future undiscounted cash flows is less than the
carrying amount of the asset, an impairment loss is recognized. Measurement of
an impairment loss for long-lived assets, such as property, and certain
identifiable intangibles, is based on the estimated fair value of the asset
determined by future discounted net cash flows.

     The Company assesses cost in excess of net assets acquired (goodwill) for
impairment whenever facts and circumstances indicate that the carrying amount
may not be fully recoverable. To analyze recoverability, the Company projects
future undiscounted cash flows over the remaining life of goodwill. If the sum
of the expected future undiscounted cash flows is less than the carrying amount
of goodwill, an impairment loss is recognized. Measurement of an impairment loss
for goodwill is based upon the difference between the carrying amount of
goodwill and the future undiscounted cash flows.

     Derivative Financial Instruments.  The Company accounts for derivative
financial instruments in accordance with SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, as amended by SFAS No. 137, Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of the Financial Accounting Standards Board ("FASB") Statement No. 133, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, which became effective for the Company on January 3, 2001. SFAS No.
133 requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. In addition, all derivatives used in hedging

                                       F-24
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133. The adoption of SFAS No. 133 had an insignificant
impact on the Company's financial position.

     The Company is exposed to fluctuations in the fair value of certain
liabilities. The Company uses derivative financial instruments such as interest
rate swap agreements to manage exposure to fluctuations in the fair value of its
fixed-rate debt instruments.

     The Company does not hold or issue any derivative financial instruments for
trading purposes and is not a party to leveraged instruments. The credit risks
associated with the Company's derivative financial instruments are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparties. Although the Company may be exposed to losses in the event of
nonperformance by the counterparties, the Company does not expect such losses,
if any, to be significant.

     Insurance.  At the beginning of fiscal 1999, the Company adopted a
premium-based insurance program for general liability, automobile liability and
workers' compensation risk. Prior to fiscal 1999, the Company was primarily
self-insured for general liability, automobile liability and workers'
compensation risks, supplemented by stop-loss type insurance policies.
Management determines its estimate of the reserve for self-insurance considering
a number of factors, including historical experience and actuarial assessment of
the liabilities for reported claims and claims incurred but not reported. The
self-insurance liabilities for estimated incurred losses were discounted (using
rates between 4.92 percent and 5.11 percent at January 2, 2001 and 2.17 percent
and 5.07 percent at January 1, 2002), to their present value based on expected
loss payment patterns determined by experience. The total discounted
self-insurance liabilities recorded by the Company at January 2, 2001 and
January 1, 2002 were $2,755,000 and $2,061,000, respectively. The related
undiscounted amounts were $3,256,000 and $2,184,000, respectively.

     The Company became self-insured for employee health insurance in December
1999. Prior to December 1999, the Company had a premium-based insurance program.
The employee health self-insurance liability is based on claims filed and
estimates for claims incurred but not reported. The total liability recorded by
the Company at January 2, 2001 and January 1, 2002 was $793,000 and $951,000,
respectively.

     Cash Overdrafts.  The Company has included in accounts payable on the
accompanying consolidated balance sheets cash overdrafts totaling $7,068,000 and
$6,614,000 at January 2, 2001 and January 1, 2002, respectively.

     Foreign Currency.  The balance sheet and results of operations of the
Company's Canadian subsidiary (a subsidiary of Service America) are measured
using the local currency as the functional currency. Assets and liabilities have
been translated into United States dollars at the rates of exchange at the
balance sheet date. Revenues and expenses are translated into United States
dollars at the average rate during the period. The exchange gains and losses
arising on transactions are charged to income as incurred. Translation gains and
losses arising from the use of differing exchange rates from year to year are
included in accumulated other comprehensive loss. These amounts were not
significant for any period reported.

     Transaction Related Expenses.  Transaction related expenses in fiscal year
1999 primarily include personnel costs, rental costs and professional fees
associated with downsizing Service America Corporation's Stamford, Connecticut
office. Transaction related expenses in fiscal year 2000 consist primarily of
nonrecurring strategic corporate costs.

     Income Taxes.  The provision for income taxes includes federal, state and
foreign taxes currently payable, and the change in deferred tax assets and
liabilities. Deferred tax assets and liabilities are recognized for the expected
future tax consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities. A valuation allowance is
established for deferred tax assets when it is more likely than not that the
benefits of such assets will not be realized.

                                       F-25
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Segment Reporting.  The combined operations of the Company, consisting of
contracts to provide concession services, including catering and novelty
merchandise items at stadiums, sports arenas, convention centers and other
entertainment facilities, comprise one reportable segment.

     Reclassifications.  Certain amounts in 1999 and 2000 have been
reclassified, where applicable, to conform to the financial statement
presentation used in 2001.

     Noncash Compensation.  The Company has elected to follow the accounting
provisions of Accounting Principles Board Opinion ("APBO") No. 25, Accounting
for Stock Issued to Employees for Stock-Based Compensation.

     New Accounting Standards.  The Company adopted SFAS No. 141, Business
Combinations, as of July 4, 2001. SFAS No. 141 requires, among other things, the
purchase method of accounting for business combinations initiated after June 30,
2001, eliminates the pooling-of-interests method and clarifies the criteria for
recording intangible assets separate from goodwill. The adoption of SFAS No. 141
had no significant impact on the Company's financial position or results of
operation.

     In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets which became effective for the Company on January 2, 2002. SFAS No. 142
requires, among other things, the discontinuance of goodwill and trademark
amortization. In addition, the standard includes provisions for the
reclassification of certain existing recognized intangibles as goodwill,
reassessment of the useful lives of existing recognized intangibles,
reclassification of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments of goodwill. The Company has adopted SFAS No. 142 as of January 2,
2002 and completed the required transitional impairment test and found there to
be no related impairments. Goodwill and trademark amortization (pre-tax) was
approximately $2,504,000, $2,458,000, and $2,458,000 for fiscal years 1999, 2000
and 2001, respectively. Had SFAS No. 142 been in effect for these fiscal years,
the adjusted net income would have been as follows:
FISCAL YEAR ENDED
                                                ----------------------------------------------
                                                 DECEMBER 28,     JANUARY 2,      JANUARY 1,
                                                     1999            2001            2002
                                                --------------   -------------   -------------
                                                 (IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
Reported net loss.............................    $    (5,648)    $    (4,219)    $    (3,600)
Goodwill amortization.........................          1,817           1,771           1,771
Trademark amortization........................            687             687             687
                                                  -----------     -----------     -----------
Adjusted net loss.............................    $    (3,144)    $    (1,761)    $    (1,142)
                                                  ===========     ===========     ===========
BASIC NET LOSS PER SHARE:
  Reported net loss...........................    $(15,273.67)    $(12,708.54)    $(10,844.55)
  Goodwill amortization.......................       4,914.03        5,334.95        5,334.95
  Trademark amortization......................       1,857.06        2,067.98        2,067.98
                                                  -----------     -----------     -----------
  Adjusted net loss...........................    $ (8,502.59)    $ (5,305.60)    $ (3,441.61)
                                                  ===========     ===========     ===========
DILUTED NET LOSS PER SHARE:
  Reported net loss...........................    $(15,273.67)    $(12,708.54)    $(10,844.55)
  Goodwill amortization.......................       4,914.03        5,334.95        5,334.95
  Trademark amortization......................       1,857.06        2,067.98        2,067.98
                                                  -----------     -----------     -----------
  Adjusted net loss...........................    $ (8,502.59)    $ (5,305.60)    $ (3,441.61)
                                                  ===========     ===========     ===========
F-26
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144
superseded SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of. SFAS No. 144 will be effective for the
Company on January 2, 2002. The Company is currently assessing, but has not yet
determined the impact of SFAS No. 144 on its financial position and results of
operations.

3.  CHANGE IN ACCOUNTING PRINCIPLE

     In fiscal year 1999, the Company adopted the provisions of the American
Institute of Certified Public Accountants Statement of Position 98-5, Reporting
on the Costs of Start-up Activities, which requires that costs of start-up
activities be expensed as incurred, as of December 28, 1999. As a result, the
Company recorded a charge of $256,000 net of tax (approximately $170,000)
reflecting the effect of the change in accounting principle during fiscal year
1999.

4.  SIGNIFICANT RISKS AND UNCERTAINTIES

     Use of Estimates.  The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company's most
significant financial statement estimates include the estimate of the
recoverability of contract rights and related assets, potential litigation
claims and settlements, the liability for self-insured claims, the valuation
allowance for deferred tax assets and the allowance for doubtful accounts.
Actual results could differ from those estimates.

     Certain Risk Concentrations.  Financial instruments that potentially
subject the Company to a concentration of credit risk principally consist of
cash equivalents, short-term investments and accounts receivable. The Company
places its cash equivalents and short-term investments with high-credit
qualified financial institutions and, by practice, limits the amount of credit
exposure to any one financial institution.

     Concentrations of credit risk with respect to accounts receivable are
limited due to many customers comprising the Company's customer base and their
dispersion across different geographic areas. For the fiscal years ended
December 28, 1999, January 2, 2001 and January 1, 2002, the Company had one
customer that accounted for approximately 11.1 percent, 9.8 percent, and 10.0
percent of operating revenues, respectively.

     The Company's revenues and earnings are dependent on various factors such
as attendance levels and the number of games played by the professional football
and baseball teams which are tenants at facilities serviced by the Company,
which can be favorably impacted if the teams qualify for post-season play, or
adversely affected if there are stoppages such as strikes by the teams.

                                       F-27
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  DEBT

     Long-term debt consists of the following (in thousands):
2000       2001
                                                              --------   --------
Term B borrowings...........................................  $112,700   $111,550
Revolving loans.............................................     5,000      8,000
Senior subordinated notes...................................   100,000    100,000
                                                              --------   --------
                                                               217,700    219,550
Less -- current portion of long-term debt...................    (1,150)    (1,150)
                                                              --------   --------
Total long-term debt........................................  $216,550   $218,400
                                                              ========   ========
1998 Credit Agreement.  On December 3, 1998, Volume Services America (the
"Borrower") entered into a credit agreement, which provided for $160,000,000 in
term loans, consisting of $40,000,000 of Tranche A term loans ("Term Loan A")
and $120,000,000 of Tranche B term loans ("Term Loan B" and together with Term
Loan A, the "Term Loans") and a $75,000,000 revolving credit facility (the
"Revolving Credit Facility"). Borrowings under the Term Loans were used to repay
in full all outstanding indebtedness of Volume Services and Service America
under their then existing credit facilities and to pay fees and expenses
incurred in connection with the acquisition of Service America and the credit
agreement. All borrowings under the credit facility are secured by substantially
all the assets of Volume Holdings and the majority of its subsidiaries,
including Volume Services and Service America. The commitments under the
Revolving Credit Facility are available to fund capital investment requirements,
working capital and general corporate needs of the Company. On March 4, 1999,
the $40,000,000 of Term A borrowings and $5,000,000 of Term B borrowings were
repaid with the proceeds from the Senior Subordinated Notes discussed below.

     Installments of Term Loan B are due in consecutive quarterly installments
on the last day of each fiscal quarter with 25 percent of the following annual
amounts being paid on each installment date: $1,150,000 in each year from 2002
through 2005, and $106,950,000 in 2006.

     The Revolving Credit Facility allows the Company to borrow up to
$75,000,000 and includes a sub-limit of $35,000,000 for letters of credit which
reduce availability under the Revolving Credit Facility and a sub-limit of
$5,000,000 for Swingline Loans. Revolving Loans must be repaid at the Revolving
Credit Facility maturity date and Swingline Loans must be either repaid within
one month or converted to Revolving Loans. The Revolving Credit Facility will
mature on December 3, 2004. At January 1, 2002, $12,750,000 was outstanding
under the Revolving Credit Facility, consisting of $8,000,000 in Revolving Loans
and $4,750,000 in Swingline Loans (included in short-term note payable), and
approximately $12,039,000 of letters of credit were outstanding but undrawn.

     Borrowings under the credit agreement bear interest at floating rates based
upon the interest rate option elected by the Company and the Company's leverage
ratio. The weighted average interest rates at January 2, 2001 were 10.25 percent
for Term Loan B and 11.5 percent for the Revolving Credit Facility. The weighted
average interest rates at January 1, 2002 were 6.38 percent for Term Loan B and
5.61 percent for the Revolving Credit Facility.

     The credit agreement calls for mandatory prepayment of the loans under
certain circumstances and optional prepayment without penalty. The credit
agreement contains covenants that require the Company to comply with certain
financial covenants, including a maximum net leverage ratio, an interest
coverage ratio and a minimum consolidated cash net worth test, as defined. At
January 1, 2002, the Company was in compliance with all covenants. In addition,
Volume Services America is restricted in its ability to pay

                                       F-28
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

dividends and other restricted payments in an amount greater than approximately
$49,500,000 at January 1, 2002.

     Senior Subordinated Notes.  On March 4, 1999, Volume Services America
completed a private placement of 11 1/4 percent Senior Subordinated Notes in the
aggregate principal amount of $100 million. On September 30, 1999, the Company
exchanged the Senior Subordinated Notes for notes which have been registered
under the Securities Act of 1933, as amended. The notes mature on March 1, 2009
and interest is payable on March 1 and September 1 of each year, beginning on
September 1, 1999. Such notes are unsecured, are subordinated to all the
existing debt and any future debt of Volume Services America, rank equally with
all of the other Senior Subordinated debt of Volume Services America, and senior
to all of Volume Services America's existing and subordinated debt. Furthermore,
the debt is guaranteed by the Company and all of the subsidiaries of Volume
Services America, except for certain non-wholly owned U.S. subsidiaries and one
non-U.S. subsidiary.

     The proceeds of the notes were used to (i) repay $40,000,000 of Term A
Borrowings and $5,000,000 of Term B Borrowings, (ii) fund the repurchase by
Volume Holdings of 194 shares of Volume Holdings common stock for $49,500,000
and the repayment by Volume Holdings of a $500,000 note in favor of GE Capital
and (iii) pay fees and expenses incurred in connection with the notes and the
consent from lenders to an amendment to the Credit Agreement. In conjunction
with the notes, Volume Services America recognized an extraordinary loss of
$873,000, net of taxes (approximately $570,000), in its statement of operations
for the early extinguishment of $45,000,000 of Term Loans in fiscal year 1999.

     Aggregate annual maturities of long-term debt at January 1, 2002 are as
follows (in thousands):
2002........................................................  $  1,150
2003........................................................     1,150
2004........................................................     9,150
2005........................................................     1,150
2006........................................................   106,950
Thereafter..................................................   100,000
                                                              --------
     Total..................................................  $219,550
                                                              ========
6.  CAPITAL LEASE OBLIGATION

     The Company is obligated to make minimum lease payments under a capital
lease agreement. The following is a schedule of future minimum lease payments
under the capital lease as of January 1, 2002 (in thousands):
2002........................................................  $279
Less -- amount representing interest........................   (12)
                                                              ----
     Total capital lease obligation.........................  $267
                                                              ====
Under the terms of the lease agreement, certain equipment is pledged to
secure performance as follows (in thousands):
Equipment...................................................  $ 914
Accumulated depreciation....................................   (343)
                                                              -----
     Total..................................................  $ 571
                                                              =====
F-29
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  INCOME TAXES

     The components of deferred taxes are (in thousands):
2000      2001
                                                              -------   -------
Deferred tax liabilities:
  Intangibles (goodwill, contract rights and trademarks)....  $(6,711)  $(6,509)
  Other.....................................................     (455)   (1,130)
                                                              -------   -------
                                                               (7,166)   (7,639)
                                                              -------   -------
Deferred tax assets:
  Difference between book and tax basis of property.........    1,129         2
  Bad debt reserves.........................................      334       291
  Inventory reserves........................................      203       144
  Other reserves and accrued liabilities....................    2,789     4,692
  General business and AMT credit carryforwards.............      822     3,499
  Accrued compensation and vacation.........................      954       980
  Net operating loss carryforward...........................      757     1,021
                                                              -------   -------
                                                                6,988    10,629
Valuation allowance.........................................       --    (2,257)
                                                              -------   -------
                                                                6,988     8,372
Net deferred tax asset (liability)..........................  $  (178)  $   733
                                                              =======   =======
Net deferred tax liability is recognized as follows in the
  accompanying 2000 and 2001 consolidated balance sheets:
  Current deferred tax asset................................  $ 2,064   $   701
  Noncurrent deferred tax asset (liability).................   (2,242)       32
                                                              -------   -------
Net deferred tax asset (liability)..........................  $  (178)  $   733
                                                              =======   =======
At January 1, 2002, the Company has approximately $15,105,000 of net
operating loss carryforwards, $7,754,000 of which are from the acquisition of
Service America. These carryforwards expire in varying amounts beginning in
years 2004 through 2020. The Company's future ability to utilize the acquired
Service America net operating loss carryforward is limited to some extent by
Section 382 of the Internal Revenue Code of 1986, as amended. At January 1,
2002, the Company has approximately $5,212,000 of tax credit carryforwards.
These tax credit carryforwards resulted primarily from wage credits generated
pursuant to a review of prior year returns. These carryforwards expire in
varying amounts beginning in years 2005 through 2021.

     At January 1, 2002, the Company established a valuation allowance of
$2,257,000 related to net operating losses and credit carryforwards. Management
believes that, based on a number of factors, the available objective evidence
creates sufficient uncertainty regarding the realizability of these net
operating losses and credit carryovers. These carryovers are dependent upon
future income.

     Although realization of the net deferred tax assets is not assured,
management believes that it is more likely than not that all of the net deferred
tax assets will be realized. The amount of net deferred tax assets considered
realizable, however, could be reduced in the near term based on changing
conditions.

                                       F-30
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The benefit for income taxes is as follows (in thousands):
FISCAL YEAR ENDED
                                                      --------------------------------------
                                                      DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                          1999          2001         2002
                                                      ------------   ----------   ----------
Current provision (benefit).........................    $ 1,718       $  (130)      $ 478
Deferred benefit....................................     (3,267)       (1,158)       (910)
                                                        -------       -------       -----
     Total benefit for income taxes.................    $(1,549)      $(1,288)      $(432)
                                                        =======       =======       =====
The difference between the statutory federal income tax rate and the
effective tax rate on net loss is as follows:
FISCAL YEAR ENDED
                                                      --------------------------------------
                                                      DECEMBER 28,   JANUARY 2,   JANUARY 1,
                                                          1999          2001         2002
                                                      ------------   ----------   ----------
Statutory rate......................................      (34)%         (34)%        (34)%
Differences:
  State income taxes................................       (3)           (1)          11
  Nondeductible expenses (meals and
     entertainment).................................        1             4            2
  Adjustment to valuation allowance.................       --            --           56
  Goodwill..........................................        8             9           13
  Federal tax credits...............................       (2)           (1)         (56)
  Foreign tax reserve...............................        3            --           --
  Other.............................................        1            --           (3)
                                                          ---           ---          ---
       Total benefit for income taxes...............      (26)%         (23)%        (11)%
                                                          ===           ===          ===
8.  EQUITY TRANSACTIONS

     Stock Redemption.  From the proceeds of the Senior Subordinated Notes
described in Note 5, Volume Services America paid a $50,000,000 dividend in 1999
to Volume Holdings. Volume Holdings used the proceeds to redeem 194 shares of
its common stock (the "Stock Redemption") and to repay a $500,000 note in favor
of GE Capital.

     Loans to Related Parties.  At January 2, 2001 and January 1, 2002, the
Company has made loans to VSI Management Direct L.P. and another partnership
which hold a direct and an indirect ownership, respectively, in the Company. The
loans were used to fund the repurchase of partnership interests from former
members of management. Accordingly, these amounts have been included as a
reduction to stockholders' equity.

     Noncash Compensation.  During fiscal 2000, certain management employees
purchased units in two partnerships that have an indirect ownership in the
Company. These purchases were financed with nonrecourse loans. The terms of the
purchase agreements are such that the issuance of these units is a variable
plan, which requires the Company to revalue the units at each measurement date
for changes in the fair value of the units. The related compensation expense is
recorded in selling, general, and administrative expenses in the statement of
operations and comprehensive loss, for fiscal years 2000 and 2001. Had
compensation costs been determined as prescribed by SFAS No. 123, Accounting for
Stock-Based Compensation, the effect on the Company's net earnings would not
have been significant.

                                       F-31
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9.  INTEREST RATE HEDGING ARRANGEMENTS

     Effective April 15, 1999, the Company entered into an interest cap
transaction with the Union Bank of California ("UBOC") for a $10,000,000
notional amount for $4,200. The interest rate cap protected the Company if the
three-month LIBOR exceeds 7.5 percent through January 16, 2001.

     The Company entered into an interest rate swap transaction on April 16,
1999 with UBOC for a $30,000,000 notional amount with no up front cost. This
swap provided that the Company pay UBOC one-month LIBOR and that UBOC pay the
Company 5.375 percent each month until April 20, 2001. On October 20, 1999, the
Company sold an interest rate floor on this swap to UBOC and received $34,000.
The interest rate floor was marked-to-market. Consequently, in the event that
one-month LIBOR was less than 5.375 percent the Company would pay 5.375 percent.

     All interest rate hedging arrangements expired in fiscal 2001.

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair value of financial instruments and related underlying
assumptions are as follows:

     Long-Term Debt.  The Company estimates that the carrying value at January
2, 2001 and January 1, 2002 approximates the fair value of the Term Loans and
Revolving Credit Facility based upon the variable rate of interest and frequent
repricing. The Company estimates the fair value of the Senior Subordinated Notes
to be approximately $87,000,000 (book value of $100,000,000) at January 2, 2001
and $97,000,000 (book value $100,000,000) at January 1, 2002 based on
third-party quotations for the same or similar issues.

     Interest Rate Hedging Arrangements.  At January 2, 2001, the Company
estimated the fair values of the interest rate swap, cap and floor as a loss of
$114,389, $0 and a loss of $620, respectively. These figures represent the
estimated amounts the Company would have paid or received to terminate these
financial instrument agreements, as quoted by the financial institution. As of
January 1, 2002 all arrangements the Company had been party to have matured.

     Current Assets and Current Liabilities.  The Company estimates the carrying
value of these assets and liabilities to approximate their fair value based upon
the nature of the financial instruments and their relatively short duration.

11.  COMMITMENTS AND CONTINGENCIES

     Leases and Client Contracts.  The Company operates primarily at its
clients' premises pursuant to written contracts. The length of a contract
generally ranges from 1 to 20 years. Certain of these client contracts provide
for payment by the Company to the client for both fixed and variable commissions
and royalties. Aggregate commission and royalty expense under these agreements
was $131,056,000, $168,782,000 and $183,324,000 for fiscal years 1999, 2000 and
2001, respectively. Minimum guaranteed commission and royalty expense was
approximately $9,955,000, $10,223,000 and $7,016,000 for fiscal years 1999, 2000
and 2001, respectively.

     The Company leases a number of real properties and other equipment under
varying lease terms which are noncancelable. In addition, the Company has
numerous month-to-month leases. Rent expense was approximately $1,085,000,
$1,080,000 and $961,000 in fiscal 1999, fiscal 2000 and fiscal 2001,
respectively.

                                       F-32
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Future minimum commitments for all operating leases and minimum commissions
and royalties due under client contracts are as follows (in thousands):
COMMISSIONS
                                                              OPERATING       AND
YEAR                                                           LEASES      ROYALTIES
----                                                          ---------   -----------
2002........................................................    $389        $ 7,610
2003........................................................     372          5,851
2004........................................................     155          5,211
2005........................................................      34          4,651
2006........................................................      --          2,406
Thereafter..................................................      --            854
                                                                ----        -------
     Total..................................................    $950        $26,583
                                                                ====        =======
Employment Contracts.  The Company has employment agreements and
arrangements with its executive officers and certain management personnel. The
agreements generally continue until terminated by the executive or the Company,
and provide for severance payments under certain circumstances. The agreements
include a covenant against competition with the Company, which extends for a
period of time after termination for any reason. As of January 1, 2002, if all
of the employees under contract were to be terminated by the Company without
good cause (as defined) under these contracts, the Company's liability would be
approximately $6.0 million.

     Commitments.  Pursuant to its contracts with various clients, the Company
is committed to spend approximately $11,307,000 during 2002 and $1,186,000
during 2003 for equipment improvements and location contract rights.

     At January 1, 2002, the Company has $7,468,000 of letters of credit
collateralizing the Company's performance and other bonds, and $3,145,000 in
letters of credit collateralizing the self-insurance reserves of the Company,
and $1,426,000 in other letters of credit.

     Contingencies.  On April 20, 2001 one of the Company's customers filed for
Chapter 11 bankruptcy. The Company had approximately $3.2 million of receivables
and leasehold improvements recorded at the time of the filings relating to this
customer. The proceedings of the filing are in the preliminary stages; however,
based on the most recent information, the Company wrote-off $2.5 million of
other assets primarily representing long term receivables. The Company had
approximately $600,000 in equipment and leasehold improvements recorded at
January 1, 2002.

     In July 2000, the Company entered into an agreement to manage an arena in
the City of Bridgeport, Connecticut once the City completed its construction.
The City recently asserted a claim against the Company of approximately $2.1
million dollars for certain construction charges the City incurred in building
the arena. The Company believes that it has a strong defense to the claim.

     Litigation.  There are various claims and pending legal actions against or
indirectly involving the Company. It is the opinion of management, after
considering a number of factors, including, but not limited to, the current
status of the litigation (including any settlement discussions), views of
retained counsel, the nature of the litigation, the prior experience of the
Company, and the amounts which the Company has accrued for known contingencies,
that the ultimate disposition of these matters will not materially affect the
financial position or future results of operations of the Company.

                                       F-33
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12.  RELATED PARTY TRANSACTIONS

     Management Fees.  Certain administrative and management functions are
provided to the Company by the Blackstone Group and GE Capital through
monitoring agreements. The Company paid Blackstone Management Partners II L.P.,
an affiliate of Blackstone, a fee of $250,000 in fiscal years 1999, 2000 and
2001. GE Capital was paid management fees of $167,000 in fiscal years 1999, 2000
and 2001. Such amounts are included in selling, general and administrative
expenses.

     Leasing Services.  GE Capital and its affiliates provide leasing and
financing services to the Company. Payments to GE Capital and its affiliates for
fiscal years 1999, 2000 and 2001 for such services, net of discounts earned,
were approximately $185,000, $165,000 and $95,000, respectively, and are
included in selling, general and administrative expenses. The Company also
leases equipment from GE Capital under a capital lease (Note 6).

     Management Incentive Agreement.  The Company maintains a discretionary
incentive plan whereby general managers and senior management personnel qualify
for incentive payments in the event that the Company has exceeded certain
financial performance targets determined on an annual basis. The Company has
accrued approximately $1,597,000 and $1,096,000 in accrued salaries and
vacations in the accompanying balance sheets at January 2, 2001 and January 1,
2002, respectively, for such incentives payable to certain general managers and
senior management personnel. These amounts are included in selling, general, and
administrative expenses.

13.  RETIREMENT PLAN

     Effective February 15, 2000, the Volume Service 401(k) plan was merged into
the Service America 40l(k) plan, forming the Volume Services America 401(k)
defined contribution plan. This plan covers substantially all Volume Services
America employees. Employees may contribute up to 16 percent of their eligible
earnings and the Company will match 25 percent of employee contributions up to
the first 6 percent of employee compensation, with an additional discretionary
match up to 50 percent. The Company's contributions to the previous individual
plans and the combined plan were approximately $178,000 for fiscal 1999,
$319,000 for fiscal 2000 and $397,000 in fiscal 2001.

     Multi-Employer Pension Plans.  Certain of the Company's union employees are
covered by multi-employer defined benefit pension plans administered by unions.
Under the Employee Retirement Income Security Act ("ERISA"), as amended, an
employer upon withdrawal from a multi-employer pension plan is required to
continue funding its proportionate share of the plan's unfunded vested benefits.
Amounts charged to expense and contributed to the plans were not material for
the periods presented.

14.  CONTRACT RELATED LOSSES

     During fiscal years 1999, 2000 and 2001, several contracts which the
Company intends to continue operating were identified as impaired, as the future
undiscounted cash flows of each of these contracts was estimated to be
insufficient to recover the related carrying value of the property and equipment
and contract rights associated with each contract. As such, the carrying values
of these contracts were written down to the Company's estimate of fair value
based on the present value of the discounted future cash flows. The Company
wrote down approximately $573,000 of property and equipment and $448,000 of
contract rights in fiscal 1999 and approximately $976,000 of property and
equipment, $221,000 of contract rights and $269,000 of other assets in fiscal
2000. In fiscal 2001, the Company wrote down approximately $2.3 million of
property and equipment and contract rights. In addition, the Company recorded an
impairment charge of approximately $2.5 million for the write down of other
assets, as described in Note 11.

                                       F-34
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     During fiscal 1999, the Company recorded a loss for an underperforming
contract to reserve for the estimated future losses of approximately $401,000.

     On June 12, 1998, Service America commenced arbitration proceedings through
the American Arbitration Association in New York, New York against Silver
Huntington Realty LLC and Silver Huntington LLC. In May 2000, the arbitrator
reached a decision in this matter. The decision provided for no payment from
either party to the other. As a result, the Company wrote off related assets in
the amount of $754,000 and recorded approximately $305,000 in related legal
fees.

15.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

     Quarterly operating results for the years ended January 2, 2001 and January
1, 2002 are as follows (in thousands):
FIRST     SECOND     THIRD      FOURTH
YEAR ENDED JANUARY 2, 2001         QUARTER   QUARTER    QUARTER    QUARTER     TOTAL
--------------------------         -------   --------   --------   --------   --------
Net sales........................  $80,120   $143,637   $188,289   $110,487   $522,533
Cost of sales....................   64,243    115,733    151,810     92,374    424,160
Selling, general, and
  administrative.................    9,577     13,037     14,235     11,011     47,860
Depreciation and amortization....    6,489      6,686      6,791      6,334     26,300
Transaction related expenses.....      770         12          9        314      1,105
Contract related losses..........      205      1,809        510         --      2,524
                                   -------   --------   --------   --------   --------
Operating income (loss)..........   (1,164)     6,360     14,934        454     20,584
Interest expense, net............    6,602      6,551      6,773      6,651     26,577
Other income, net................      (48)      (109)      (135)      (194)      (486)
                                   -------   --------   --------   --------   --------
Income (loss) before income
  taxes..........................   (7,718)       (82)     8,296     (6,003)    (5,507)
Income tax provision (benefit)...      124     (2,129)     2,112     (1,395)    (1,288)
                                   -------   --------   --------   --------   --------
Net income (loss)................  $(7,842)  $  2,047   $  6,184   $ (4,608)  $ (4,219)
                                   =======   ========   ========   ========   ========
FIRST      SECOND     THIRD      FOURTH
YEAR ENDED JANUARY 1, 2002        QUARTER    QUARTER    QUARTER    QUARTER     TOTAL
--------------------------        --------   --------   --------   --------   --------
Net sales.......................  $ 83,194   $157,646   $177,559   $124,714   $543,113
Cost of sales...................    70,972    127,972    143,533    104,119    446,596
Selling, general, and
  administrative................    10,321     12,281     13,155     12,351     48,108
Depreciation and amortization...     6,008      6,077      6,076      6,331     24,492
Contract related losses.........        --      3,199        933        630      4,762
                                  --------   --------   --------   --------   --------
Operating income (loss).........    (4,107)     8,117     13,862      1,283     19,155
Interest expense, net...........     6,545      6,006      5,554      5,324     23,429
Other income, net...............       (21)       (44)       (91)       (86)      (242)
                                  --------   --------   --------   --------   --------
Income (loss) before income
  taxes.........................   (10,631)     2,155      8,399     (3,955)    (4,032)
Income tax benefit..............        --         --         --       (432)      (432)
                                  --------   --------   --------   --------   --------
Net income (loss)...............  $(10,631)  $  2,155   $  8,399   $ (3,523)  $ (3,600)
                                  ========   ========   ========   ========   ========
F-35
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

16.  NON-GUARANTOR SUBSIDIARIES FINANCIAL STATEMENTS

     The senior subordinated notes are jointly and severally guaranteed by the
Company and all of the subsidiaries of Volume Services America, except for
certain non-wholly owned U.S. subsidiaries and one non-U.S. subsidiary. The
following table sets forth the condensed consolidated financial statements of
the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries as of
and for the periods ended January 2, 2001 and January 1, 2002 (in the case of
the balance sheet) and for the years ended December 28, 1999, January 2, 2001
and January 1, 2002 (in the case of the statement of operations and the cash
flows):

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE
  LOSS, YEAR ENDED DECEMBER 28, 1999
COMBINED       COMBINED
                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                     --------   ------------   -------------   ------------   ------------
                                                                (IN THOUSANDS)
Net sales..........................  $    --      $402,150        $29,303         $   --        $431,453
Cost of sales......................       --       318,627         23,862             --         342,489
Selling, general, and
  administrative...................       --        39,123          3,590             --          42,713
Depreciation and amortization......       --        24,402          2,413             --          26,815
Transaction related expenses.......       --         1,529             --             --           1,529
Contract related losses............       --           972            450             --           1,422
                                     -------      --------        -------         ------        --------
Operating income (loss)............       --        17,497         (1,012)            --          16,485
Interest expense...................       --        23,029             --             --          23,029
Other income, net..................       --          (461)           (15)            --            (476)
                                     -------      --------        -------         ------        --------
Loss before income taxes...........       --        (5,071)          (997)            --          (6,068)
Income tax benefit.................       --        (1,549)            --             --          (1,549)
                                     -------      --------        -------         ------        --------
Loss before extraordinary item and
  cumulative effect of change in
  accounting principle.............       --        (3,522)          (997)            --          (4,519)
Extraordinary item, net of taxes...       --          (873)            --             --            (873)
Cumulative effect of change in
  accounting principle, net of
  taxes............................       --          (256)            --             --            (256)
Loss in earnings of subsidiaries...   (5,648)           --             --          5,648              --
                                     -------      --------        -------         ------        --------
Net loss...........................   (5,648)       (4,651)          (997)         5,648          (5,648)
Other comprehensive loss -- foreign
  currency.........................       --            --           (131)            --            (131)
                                     -------      --------        -------         ------        --------
Comprehensive loss.................  $(5,648)     $ (4,651)       $(1,128)        $5,648        $ (5,779)
                                     =======      ========        =======         ======        ========
F-36
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED DECEMBER 28, 1999
COMBINED       COMBINED
                                            VOLUME     GUARANTOR     NON-GUARANTOR
                                           HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                           --------   ------------   -------------   ------------
                                                               (IN THOUSANDS)
Cash flows from operating activities.....  $     --     $ 11,759        $ 4,331        $ 16,090
                                           --------     --------        -------        --------
Cash flows from investing activities:
  Purchase of property and equipment.....        --       (9,423)          (995)        (10,418)
  Proceeds from sale of property, plant
     and equipment.......................        --          887             --             887
  Purchase of contract rights............        --      (15,221)          (661)        (15,882)
                                           --------     --------        -------        --------
       Net cash used in investing
          activities.....................        --      (23,757)        (1,656)        (25,413)
                                           --------     --------        -------        --------
Cash flows from financing activities:
  Net borrowings -- revolving loans......        --        9,500             --           9,500
  Principal payments on long-term debt...        --      (46,650)            --         (46,650)
  Proceeds from long-term debt...........        --      100,000             --         100,000
  Payments of financing costs............        --       (6,600)            --          (6,600)
  Principal payments on capital lease
     obligations.........................        --         (189)            --            (189)
  Increase in bank overdrafts............        --        5,483             80           5,563
  Dividend from subsidiary...............    49,500      (49,500)            --              --
  Redemption of stock....................   (49,500)          --             --         (49,500)
  Decrease in loans to related parties...        --          652             --             652
                                           --------     --------        -------        --------
       Net cash provided by financing
          activities.....................        --       12,696             80          12,776
                                           --------     --------        -------        --------
Increase in cash.........................        --          698          2,755           3,453
Cash and cash equivalents:
  Beginning of year......................        --        8,692            136           8,828
                                           --------     --------        -------        --------
  End of year............................  $     --     $  9,390        $ 2,891        $ 12,281
                                           ========     ========        =======        ========
F-37
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 2, 2001
COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 14,158        $   568        $     --       $ 14,726
  Accounts receivable.............        --       17,272          2,114              --         19,386
  Other current assets............        --       23,791            990          (8,669)        16,112
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       55,221          3,672          (8,669)        50,224
Property and equipment............        --       59,045          3,643              --         62,688
Contract rights, net..............        --       69,506          1,287              --         70,793
Cost in excess of net assets
  acquired, net...................        --       48,228             --              --         48,228
Investment in subsidiaries........    (6,509)          --             --           6,509             --
Other assets......................        --       33,738             25              --         33,763
                                    --------     --------        -------        --------       --------
Total assets......................  $ (6,509)    $265,738        $ 8,627        $ (2,160)      $265,696
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 8,669        $ (8,669)      $     --
  Other current liabilities.......        --       48,331          2,148              --         50,479
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       48,331         10,817          (8,669)        50,479
Long-term debt....................        --      216,550             --              --        216,550
Other liabilities.................        --        5,176             --              --          5,176
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      270,057         10,817          (8,669)       272,205
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    66,754       66,754             --         (66,754)        66,754
  Accumulated deficit.............   (22,462)     (20,534)        (1,928)         22,462        (22,462)
  Treasury stock and other........   (50,801)     (50,539)          (262)         50,801        (50,801)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............    (6,509)      (4,319)        (2,190)          6,509         (6,509)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $ (6,509)    $265,738        $ 8,627        $ (2,160)      $265,696
                                    ========     ========        =======        ========       ========
F-38
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS,
  YEAR ENDED JANUARY 2, 2001
COMBINED       COMBINED
                                   VOLUME     GUARANTOR     NON-GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................  $    --      $491,232        $31,301         $   --        $522,533
Cost of sales...................       --       398,063         26,097             --         424,160
Selling, general, and
  administrative................       --        44,491          3,369             --          47,860
Depreciation and amortization...       --        23,870          2,430             --          26,300
Transaction related expenses....       --         1,105             --             --           1,105
Contract related losses.........       --         2,524             --             --           2,524
                                  -------      --------        -------         ------        --------
Operating income (loss).........       --        21,179           (595)            --          20,584
Interest expense................       --        26,577             --             --          26,577
Other income, net...............       --          (450)           (36)            --            (486)
                                  -------      --------        -------         ------        --------
Loss before income taxes........       --        (4,948)          (559)            --          (5,507)
Income tax benefit..............       --        (1,288)            --             --          (1,288)
Loss in earnings of
  subsidiaries..................   (4,219)           --             --          4,219              --
                                  -------      --------        -------         ------        --------
Net loss........................   (4,219)       (3,660)          (559)         4,219          (4,219)
Other comprehensive loss foreign
  currency......................       --            --            (64)            --             (64)
                                  -------      --------        -------         ------        --------
Comprehensive loss..............  $(4,219)     $ (3,660)       $  (623)        $4,219        $ (4,283)
                                  =======      ========        =======         ======        ========
F-39
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED JANUARY 2, 2001
COMBINED       COMBINED
                                                      VOLUME     GUARANTOR     NON-GUARANTOR
                                                     HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                                     --------   ------------   -------------   ------------
                                                                         (IN THOUSANDS)
Cash flows from operating activities...............   $  --       $ 22,159        $   525        $ 22,684
                                                      -----       --------        -------        --------
Cash flows from investing activities:
  Purchase of property and equipment...............      --         (5,877)          (522)         (6,399)
  Proceeds from sale of property, plant and
     equipment.....................................      --            965             --             965
  Purchase of contract rights......................      --         (6,677)          (800)         (7,477)
                                                      -----       --------        -------        --------
       Net cash used in investing activities.......      --        (11,589)        (1,322)        (12,911)
                                                      -----       --------        -------        --------
Cash flows from financing activities:
  Net borrowings -- revolving loans................      --         (3,500)            --          (3,500)
  Principal payments on long-term debt.............      --         (1,150)            --          (1,150)
  Principal payments on capital lease
     obligations...................................      --           (206)            --            (206)
  Decrease in bank overdrafts......................      --           (828)        (1,524)         (2,352)
  Increase in loans to related parties.............      --           (120)            --            (120)
                                                      -----       --------        -------        --------
       Net cash used in financing activities.......      --         (5,804)        (1,524)         (7,328)
                                                      -----       --------        -------        --------
Increase (decrease) in cash........................      --          4,766         (2,321)          2,445
Cash and cash equivalents:
  Beginning of year................................      --          9,392          2,889          12,281
                                                      -----       --------        -------        --------
  End of year......................................   $  --       $ 14,158        $   568        $ 14,726
                                                      =====       ========        =======        ========
F-40
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

 CONSOLIDATING CONDENSED BALANCE SHEET, JANUARY 1, 2002
COMBINED       COMBINED
                                     VOLUME     GUARANTOR     NON-GUARANTOR
                                    HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                    --------   ------------   -------------   ------------   ------------
                                                               (IN THOUSANDS)
ASSETS
Current assets:
  Cash and cash equivalents.......  $     --     $ 14,976        $   166        $     --       $ 15,142
  Accounts receivable.............        --       16,471          1,915              --         18,386
  Other current assets............        --       23,667          1,028          (8,304)        16,391
                                    --------     --------        -------        --------       --------
       Total current assets.......        --       55,114          3,109          (8,304)        49,919
Property and equipment............        --       54,607          3,181              --         57,788
Contract rights, net..............        --       79,890            790              --         80,680
Cost in excess of net assets
  acquired, net...................        --       46,457             --              --         46,457
Investment in subsidiaries........   (10,260)          --             --          10,260             --
Other assets......................        --       31,050              6              --         31,056
                                    --------     --------        -------        --------       --------
       Total assets...............  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                    ========     ========        =======        ========       ========

                                LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
  Intercompany liabilities........  $     --     $     --        $ 8,304        $ (8,304)      $     --
  Other current liabilities.......        --       54,901          1,145              --         56,046
                                    --------     --------        -------        --------       --------
       Total current
          liabilities.............        --       54,901          9,449          (8,304)        56,046
Long-term debt....................        --      218,400             --              --        218,400
Other liabilities.................        --        1,714             --              --          1,714
                                    --------     --------        -------        --------       --------
       Total liabilities..........        --      275,015          9,449          (8,304)       276,160
                                    --------     --------        -------        --------       --------
Stockholders' deficiency:
  Common stock....................        --           --             --              --             --
  Additional paid-in capital......    66,852       66,852             --         (66,852)        66,852
  Accumulated deficit.............   (26,062)     (24,170)        (1,892)         26,062        (26,062)
  Treasury stock and other........   (51,050)     (50,579)          (471)         51,050        (51,050)
                                    --------     --------        -------        --------       --------
       Total stockholders'
          deficiency..............   (10,260)      (7,897)        (2,363)         10,260        (10,260)
                                    --------     --------        -------        --------       --------
       Total liabilities and
          stockholders'
          deficiency..............  $(10,260)    $267,118        $ 7,086        $  1,956       $265,900
                                    ========     ========        =======        ========       ========
F-41
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS, YEAR
  ENDED JANUARY 1, 2002
COMBINED
                                               COMBINED         NON-
                                   VOLUME     GUARANTOR       GUARANTOR
                                  HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                  --------   ------------   -------------   ------------   ------------
                                                             (IN THOUSANDS)
Net sales.......................  $    --      $518,714        $24,399         $   --        $543,113
Cost of sales...................       --       424,623         21,973             --         446,596
Selling, general, and
  administrative................       --        46,503          1,605             --          48,108
Depreciation and amortization...       --        23,678            814             --          24,492
Transaction related expenses....       --            --             --             --              --
Contract related losses.........       --         4,762             --             --           4,762
                                  -------      --------        -------         ------        --------
Operating income (loss).........       --        19,148              7             --          19,155
Interest expense................       --        23,429             --             --          23,429
Other income, net...............       --          (213)           (29)            --            (242)
                                  -------      --------        -------         ------        --------
Income (loss) before income
  taxes.........................       --        (4,068)            36             --          (4,032)
Income tax benefit..............       --          (432)            --             --            (432)
Loss in earnings of
  subsidiaries..................   (3,600)           --             --          3,600              --
                                  -------      --------        -------         ------        --------
Net income (loss)...............   (3,600)       (3,636)            36          3,600          (3,600)
Other comprehensive loss foreign
  currency......................       --            --           (209)            --            (209)
                                  -------      --------        -------         ------        --------
Comprehensive loss..............  $(3,600)     $ (3,636)       $  (173)        $3,600        $ (3,809)
                                  =======      ========        =======         ======        ========
F-42
VOLUME SERVICES AMERICA HOLDINGS, INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

  CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS, YEAR ENDED JANUARY 1, 2002
COMBINED
                                                          COMBINED         NON-
                                              VOLUME     GUARANTOR       GUARANTOR
                                             HOLDINGS   SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED
                                             --------   ------------   -------------   ------------
                                                                 (IN THOUSANDS)
Cash flows from operating activities.......   $  --       $ 24,874         $(135)        $ 24,739
                                              -----       --------         -----         --------
Cash flows from investing activities:
  Purchase of property and equipment.......      --         (7,785)         (267)          (8,052)
  Proceeds from sale of property, plant and
     equipment.............................      --            139            --              139
  Purchase of contract rights..............      --        (21,367)           --          (21,367)
                                              -----       --------         -----         --------
       Net cash used in investing
          activities.......................      --        (29,013)         (267)         (29,280)
                                              -----       --------         -----         --------
Cash flows from financing activities:
  Net borrowings -- revolving loans........      --          6,750            --            6,750
  Principal payments on long-term debt.....      --         (1,150)           --           (1,150)
  Principal payments on capital lease
     obligations...........................      --           (149)           --             (149)
  Decrease in bank overdrafts..............      --           (454)           --             (454)
  Increase in loans to related parties.....      --            (40)           --              (40)
                                              -----       --------         -----         --------
       Net provided by financing
          activities.......................      --          4,957            --            4,957
                                              -----       --------         -----         --------
Increase (decrease) in cash................      --            818          (402)             416
Cash and cash equivalents:
  Beginning of year........................      --         14,158           568           14,726
                                              -----       --------         -----         --------
  End of year..............................   $  --       $ 14,976         $ 166         $ 15,142
                                              =====       ========         =====         ========
F-43
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                          INCOME DEPOSITARY SECURITIES (IDSS)

                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                             [VOLUME SERVICES LOGO]

                           -------------------------

                                   PROSPECTUS
                           -------------------------

                                          , 2003

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT COVER OF
THIS PROSPECTUS.

     UNTIL           , 2003 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT BUY, SELL OR TRADE OUR IDSS, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT IS IN
ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Volume Services America
Holdings, Inc. in connection with the offer and sale of the securities being
registered. All amounts are estimates except the registration fee.
SEC Registration fee........................................  $25,300
NASD filing fee.............................................  $28,000
Amex listing fee*...........................................
TSX listing fee*............................................
        listing fee*........................................
Transfer agent's fee*.......................................
Depositary's fee*...........................................
Trustee's fee*..............................................
Printing and engraving expenses*............................
Legal fees and expenses*....................................
Accounting fees and expenses*...............................
Miscellaneous*..............................................
                                                              -------
  Total.....................................................  $
                                                              =======
---------------

* To be completed by amendment.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     DELAWARE.  The General Corporation Law of the State of Delaware ("DGCL")
authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for
breaches of directors' fiduciary duties. The certificates of incorporation of
the Delaware registrants include a provision that eliminates the personal
liability of directors for monetary damages for actions taken as a director,
except for liability for breach of duty of loyalty; for acts or omissions not in
good faith or involving intentional misconduct or knowing violation of law;
under Section 174 of the DGCL (unlawful dividends); or for transactions from
which the director derived improper personal benefit.

     The certificates of incorporation of the Delaware registrants provide that
these registrants must indemnify their directors and officers to the fullest
extent authorized by the DGCL and must also pay expenses incurred in defending
any such proceeding in advance of its final disposition upon delivery of an
undertaking, by or on behalf of an indemnified person, to repay all amounts so
advanced if it should be determined ultimately that such person is not entitled
to be indemnified under this section or otherwise.

     The indemnification rights set forth above shall not be exclusive of any
other right which an indemnified person may have or hereafter acquire under any
statute, provision of our certificate of incorporation, our by laws, agreement,
vote of stockholders or disinterested directors or otherwise.

     Volume Services America Holdings, Inc. maintains insurance to protect
itself and its directors, officers and representatives and those of its
subsidiaries against any such expense, liability or loss, whether or not it
would have the power to indemnify them against such expense, liability or loss
under applicable law.

     KANSAS.  Under Section 17-6305 of the Kansas General Corporation Code, a
corporation may indemnify a director, officer, employee, or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the
                                       II-1
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
brought by or in the right of a corporation, the corporation may indemnify a
director, officer, employee, or agent of the corporation (or other entity if
such person is serving in such capacity at the corporation's request) against
expenses (including attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the corporation unless a court
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses as the court shall deem proper. Expenses
(including attorneys' fees) incurred by an officer or director in defending any
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

     Section 17-6002(b)(8) of the Kansas General Corporation Code provides that
directors shall not be personally liable for monetary damages for breaches of
their fiduciary duty as directors, except for (i) breaches of their duty of
loyalty to their corporations or their stockholders, (ii) acts or omissions not
in good faith or which involve intentional misconduct or knowing violations of
law, (iii) certain transactions under Section 17-6424 of the Kansas General
Corporation Code (unlawful payment of dividends), or (iv) transactions from
which a director derives an improper personal benefit.

     Consistent with Section 17-6305 of the Kansas General Corporation Code, the
bylaws of the Kansas registrants provide that they will indemnify their
directors and voting trustees against costs and expenses actually and necessary
incurred by or empowered upon them in connection with the defense of any action,
suit, or proceeding, except in relation to any matters as to which they shall
have been adjudged liable (without such judgment being reversed) for gross
misconduct in the performance of their duties as such directors or such voting
trustees.

     MARYLAND.  The certificate of incorporation of the Maryland registrant
provides that the Maryland registrant shall, to the fullest extent permitted by
the Maryland General Corporation Law and in accordance with Section 2-418 of the
Maryland General Corporation Law, indemnify any and all persons whom it shall
have power to indemnify from and against any and all of the expenses,
liabilities or other matters referred to in or covered by the Maryland General
Corporation Law.

     Section 2-418 of the Maryland General Corporation Law (the "MGCL")
generally permits indemnification of any director made a party to any
proceedings by reason of service as a director unless it is established that:
(i) the act or omission of such person was material to the matter giving rise to
the proceedings and was committed in bad faith or was the result of active and
deliberate dishonesty; (ii) such person actually received an improper personal
benefit in money, property or services; or (iii) in the case of any criminal
proceedings, such person had reasonable cause to believe that the act or
omission was unlawful. The indemnity may include judgments, penalties, fines,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by the director in connection with the proceeding; but, if the
proceeding is one by or in the right of the corporation, indemnification is not
permitted with respect to any proceeding in which the director has been adjudged
to be liable to the corporation, or if the proceeding is one charging improper
personal benefit to the director, whether or not involving action in the
director's official capacity, indemnification of the director is not permitted
if the director was adjudged to be liable on the basis that personal benefit was
improperly received.

     In addition, under Maryland law and unless limited by the charter, the
Maryland registrant is required to indemnify a current or former director or
officer in any proceeding arising out of such individual's official capacity if
a court of appropriate jurisdiction determines such individual is entitled to
indemnification. However, indemnification with respect to any proceeding by or
in the right of the corporation or in which a director was adjudged liable on
the basis that personal benefit was improperly received shall be limited to
expenses.

                                       II-2
Under Maryland law, the Maryland registrant may pay or reimburse, in
advance of final disposition of a proceeding, reasonable expenses incurred by a
current or former director of officer, if such individual affirms in good faith
that he or she has satisfied the applicable standard of conduct necessary for
indemnification and agrees to repay amounts paid to such individual if it is
determined that such standard is not met.

     Indemnification under the provision of Maryland law is not deemed exclusive
of any other rights, by indemnification or otherwise, to which a director may be
entitled under the charter, bylaws, any resolution of stockholders or directors,
any agreement or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office.

     The statute permits a Maryland corporation to indemnify its officers,
employees and agents to the same extent as its directors.

     WYOMING.  Section 17-16-851 of the Wyoming Business Corporation Act
("WBCA") provides that a corporation may indemnify an individual who is a party
to a proceeding because he is a director against liability incurred in the
proceeding if, among other factors: (i) he conducted himself in good faith; and
(ii) he reasonably believed that his conduct was in or at least not opposed to
the corporation's best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. Such
indemnification must be authorized by directors, legal counsel or shareholders
as provided in Section 17-16-855.

     Unless ordered by a court under WBCA Section 17-16-854(a)(iii), a
corporation may not indemnify a director under Section 17-16-851: (i) in
connection with a proceeding by or in the right of the corporation, except for
reasonable expenses incurred in connection with the proceeding if it is
determined that the director has met the standard of conduct as set forth in the
preceding paragraph; or (ii) in connection with any proceeding with respect to
conduct for which he was adjudged liable on the basis that he received a
financial benefit to which he was not entitled.

     Pursuant to Section 17-16-852 of the WBCA, a corporation is required to
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he was a director
of the corporation against reasonable expenses incurred by him in connection
with the proceeding.

     Pursuant to Section 17-16-853 of the WBCA, a corporation may, before final
disposition of a proceeding, advance funds to pay for or reimburse reasonable
expenses incurred by a director who is a party to a proceeding because he is a
director, if he delivers to the corporation: (i) a written affirmation of his
good faith belief that he has met the standard of conduct described in WBCA
Section 17-16-851; and (ii) his written undertaking to repay any funds advanced
if he is not entitled to mandatory indemnification under Section 17-16-852
(above) and it is determined that he has not met the standard of conduct
described in WBCA Section 17-16-851.

     Section 17-16-856 of the WBCA provides that a corporation may indemnify and
advance expenses to an officer of the corporation who is a party to a proceeding
because he is an officer of the corporation: (i) to the same extent as a
director; and (ii) if he is an officer but not a director, to such further
extent as may be provided by the articles of incorporation, the by-laws, a
resolution of the board of directors or contract, except for: (A) liability in
connection with a proceeding by or in the right of the corporation other than
for reasonable expenses incurred in connection with the proceeding; or (B)
liability arising out of conduct that constitutes: receipt by him of a financial
benefit to which he is not entitled; an intentional infliction of harm on the
corporation or the shareholders; or an intentional violation of criminal law. An
officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 17-16-852 of the WBCA, and may apply to a court
under Section 17-16-854 of the WBCA for indemnification or an advance for
expenses, in each case to the same extent to which a director may be entitled to
indemnification or advance for expenses under those provisions.

     WISCONSIN.  The Wisconsin registrant is incorporated under the Wisconsin
Business Corporation Law (the "WBCL"). Under Section 180.0851(1) of the WBCL,
the Wisconsin registrant is required to
                                       II-3
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding if such person was a party because he or she was a
director or officer of the corporation. In all other cases, the Wisconsin
registrant is required by Section 180.0851(2) to indemnify a director or officer
against liability incurred in a proceeding to which such person was a party
because he or she was a director or officer of the corporation, unless it is
determined that he or she breached or failed to perform a duty owed to the
corporation and the breach or failure to perform constitutes:

     - a willful failure to deal fairly with the Wisconsin registrant or its
       shareholders in connection with a matter in which the director or officer
       has a material conflict of interest;

     - a violation of criminal law, unless the director or officer had
       reasonable cause to believe his or her conduct was lawful or no
       reasonable cause to believe his or her conduct was unlawful;

     - a transaction from which the director or officer derived an improper
       personal profit; or

     - willful misconduct.

     Section 180.0858(1) provides that, subject to certain limitations, the
mandatory indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Wisconsin registrant's articles of incorporation, bylaws, any written
agreement or a resolution of the board of directors or shareholders.

     Section 180.0859 of the WBCL provides that it is the public policy of the
State of Wisconsin to require or permit indemnification, allowance of expenses
and insurance to the extent required or permitted under Sections 180.0850 to
180.0858 of the WBCL, for any liability incurred in connection with a proceeding
involving a federal or state statute, rule or regulation regulating the offer,
sale or purchase of securities.

     Section 180.0828 of the WBCL provides that, with certain exceptions, a
director is not liable to a corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as a director, unless the person asserting liability proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above. Under Section
180.0833 of the WBCL, directors of the Wisconsin registrant against whom claims
are asserted with respect to the declaration of improper dividends or
distributions to shareholders or certain other improper acts which they approved
are entitled to contribution from other directors who approved such actions and
from shareholders who knowingly accepted an improper dividend or distribution,
as provided therein.

     Bylaws.  The Wisconsin registrant's bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.

     TEXAS.  Article 2.02-1 of the Texas Business Corporation Act (the "TBCA")
provides that a director of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with any action, suit or proceeding in which he
was, is, or is threatened to be made a named defendant by reason of his position
as director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least not
opposed to the corporation's best interests. If a director is found liable to
the corporation or is found liable on the basis that personal benefit was
improperly received by the person, the indemnification is limited to reasonable
expenses actually incurred by the person in connection with the proceeding and
shall not be made in respect of any proceeding in which the person shall have
been found liable for willful or intentional misconduct in the performance of
his duty to the corporation. In the case of a criminal proceeding, a director or
officer may be indemnified only if he had no reasonable cause to believe his
conduct was unlawful. If a director or officer is wholly

                                       II-4
successful, on the merits or otherwise, in connection with such a proceeding,
such indemnification is mandatory.

     The TBCA further provides that a corporation may indemnify and advance
expenses to an officer, employee or agent of the corporation, and to those who
are not or were not officers, employees or agents but who are or were serving at
the request of the corporation, to the same extent that it my indemnify and
advance expenses to directors.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

     See "Summary -- Our Recapitalization" in the enclosed prospectus.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits.  The following exhibits are filed as part of this
Registration Statement, or incorporated herein by reference:
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
1.1*     Form of Underwriting Agreement.
 3.1*     Form of Amended and Restated Certificate of Incorporation of
          Volume Services America Holdings, Inc.
 3.2*     Form of Amended and Restated Bylaws of Volume Services
          America Holdings, Inc.
 3.3*     Restated Certificate of Incorporation of Volume Services
          America, Inc.
 3.4*     By-laws of Volume Services America, Inc.
 3.5*     Restated Certificate of Incorporation of Volume Services,
          Inc. (a Delaware corporation).
 3.6*     By-laws of Volume Services, Inc. (a Delaware corporation).
 3.7*     Restated Certificate of Incorporation of Service America
          Corporation.
 3.8*     By-laws of Service America Corporation.
 3.9*     Articles of Incorporation of Events Center Catering, Inc.
 3.10*    By-laws of Events Center Catering, Inc.
 3.11*    Articles of Incorporation of Service America Concessions
          Corporation.
 3.12*    By-laws of Service America Concessions Corporation.
 3.13*    Articles of Incorporation of Service America Corporation of
          Wisconsin.
 3.14*    By-laws of Service America Corporation of Wisconsin.
 3.15*    Articles of Incorporation of Servo-Kansas, Inc.
 3.16*    By-laws of Servo-Kansas, Inc.
 3.17*    Articles of Incorporation of SVM of Texas, Inc.
 3.18*    By-laws of SVM of Texas, Inc.
 3.19*    Certificate of Incorporation of Volume Services, Inc. (a
          Kansas corporation).
 3.20*    By-laws of Volume Services, Inc. (a Kansas corporation).
 4.1*     Indenture, dated as of March 4, 1999, between Volume
          Services America, Inc. and Norwest Bank Minnesota, National
          Association.
 4.2*     Indenture, dated as of         ,         , between Volume
          Services America Holdings, Inc. and         .
 4.3*     Form of Subordinated Note (included in Exhibit 4.1).
 4.4*     Form of Registration Rights Agreement.
 4.5*     Form of stock certificate for common stock.
 4.6*     Form of Deposit Agreement (including Form of Income
          Depositary Security).
 5.1*     Opinion of Simpson Thacher & Bartlett.
II-5
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
8.1*     Opinion of Simpson Thacher & Bartlett.
10.1*     Credit Agreement, dated as of         ,         , among
          Volume Services America, Inc. and certain financial
          institutions as the Lenders.
10.2*     Volume Services, Inc., Deferred Compensation Plan,
          Enrollment Information and Forms.
10.3*     Service America Corporation, Deferred Compensation Plan,
          effective as of February 9, 1999.
10.4*     Employment Agreement, dated as of August 24, 1998, by and
          between VSI Acquisition II Corporation and John T. Dee.
10.5*     Letter Agreement, dated May 1, 2002, amending the terms of
          the Employment Agreement by and between Volume Services
          America Holdings, Inc. (formerly VSI Acquisition II
          Corporation) and John T. Dee.
10.6*     Employment Agreement dated as of November 17, 1995, by and
          between Volume Services, Inc. (a Delaware corporation) and
          Kenneth R. Frick.
10.7*     Employment Agreement dated as of September 29, 1998, by and
          between VSI Acquisition Corporation and Janet L. Steinmayer.
10.8*     Employment Agreement, dated April 15, 2002 by and between
          Volume Services America Holdings, Inc. and Lawrence E.
          Honig.
10.9*     Form of Intercompany Note.
12.1*     Computation of Ratio of Earnings to Fixed Charges.
21.1*     Subsidiaries of Volume Services America Holdings, Inc.
23.1      Consent of Deloitte & Touche LLP.
23.2*     Consent of Simpson Thacher & Bartlett (included in Exhibit
          5.1).
24.1      Powers of Attorney (included on signature page).
25.1*     Form T-1 Statement of Eligibility under Trust Indenture Act
          of 1939, as amended, of          as Trustee.
---------------

* To be filed by amendment.

     (b) Financial Statement Schedules

ITEM 17.  UNDERTAKINGS

     1. The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.

     2. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable. In the event that a claim
for indemnification by the registrant against such liabilities, other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding, is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

     3. The undersigned registrant hereby undertakes that:

          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon
                                       II-6
Rule 430A and contained in a form of prospectus filed by the registrant
     pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
     1933 shall be deemed to be part of this registration statement as of the
     time it was declared effective.

          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                       II-7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES AMERICA HOLDINGS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
II-8
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES AMERICA, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
II-9
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
II-10
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          EVENTS CENTER CATERING, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-11
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CONCESSIONS
                                          CORPORATION

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-12
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CORPORATION OF
                                          WISCONSIN

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-13
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVO-KANSAS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-14
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SVM OF TEXAS, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-15
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          VOLUME SERVICES, INC.

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Vice President, Chief Financial Officer and
--------------------------------------                        Director
           Kenneth R. Frick

       /s/ JANET L. STEINMAYER                                Director
--------------------------------------
         Janet L. Steinmayer
II-16
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Spartanburg, South
Carolina on February 13, 2003.

                                          SERVICE AMERICA CORPORATION

                                          By:     /s/ LAWRENCE E. HONIG
                                            ------------------------------------
                                              Name: Lawrence E. Honig
                                              Title:   Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Lawrence E. Honig, Kenneth R. Frick and
Janet L. Steinmayer, or any one of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits hereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities on the 13th day of February, 2003.
SIGNATURE                                        TITLE
              ---------                                        -----
/s/ DAVID BLITZER                                   Director
--------------------------------------
            David Blitzer

           /s/ JOHN T. DEE                             Chairman of the Board
--------------------------------------
             John T. Dee

        /s/ LAWRENCE E. HONIG                   Chief Executive Officer and Director
--------------------------------------
          Lawrence E. Honig

         /s/ KENNETH R. FRICK               Executive Vice President and Chief Financial
--------------------------------------                        Officer
           Kenneth R. Frick

         /s/ HOWARD A. LIPSON                                 Director
--------------------------------------
           Howard A. Lipson

          /s/ PETER WALLACE                                   Director
--------------------------------------
            Peter Wallace
II-17
EXHIBIT INDEX
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
1.1*     Form of Underwriting Agreement.
 3.1*     Form of Amended and Restated Certificate of Incorporation of
          Volume Services America Holdings, Inc.
 3.2*     Form of Amended and Restated Bylaws of Volume Services
          America Holdings, Inc.
 3.3*     Restated Certificate of Incorporation of Volume Services
          America, Inc.
 3.4*     By-laws of Volume Services America, Inc.
 3.5*     Restated Certificate of Incorporation of Volume Services,
          Inc. (a Delaware corporation).
 3.6*     By-laws of Volume Services, Inc. (a Delaware corporation).
 3.7*     Restated Certificate of Incorporation of Service America
          Corporation.
 3.8*     By-laws of Service America Corporation.
 3.9*     Articles of Incorporation of Events Center Catering, Inc.
 3.10*    By-laws of Events Center Catering, Inc.
 3.11*    Articles of Incorporation of Service America Concessions
          Corporation.
 3.12*    By-laws of Service America Concessions Corporation.
 3.13*    Articles of Incorporation of Service America Corporation of
          Wisconsin.
 3.14*    By-laws of Service America Corporation of Wisconsin.
 3.15*    Articles of Incorporation of Servo-Kansas, Inc.
 3.16*    By-laws of Servo-Kansas, Inc.
 3.17*    Articles of Incorporation of SVM of Texas, Inc.
 3.18*    By-laws of SVM of Texas, Inc.
 3.19*    Certificate of Incorporation of Volume Services, Inc. (a
          Kansas corporation).
 3.20*    By-laws of Volume Services, Inc. (a Kansas corporation).
 4.1*     Indenture, dated as of March 4, 1999, between Volume
          Services America, Inc. and Norwest Bank Minnesota, National
          Association.
 4.2*     Indenture, dated as of         ,         , between Volume
          Services America, Inc. and         .
 4.3*     Form of Subordinated Note (included in Exhibit 4.1).
 4.4*     Form of Registration Rights Agreement.
 4.5*     Form of stock certificate for common stock.
 4.6*     Form of Deposit Agreement (including Form of Income
          Depositary Security).
 5.1*     Opinion of Simpson Thacher & Bartlett.
 8.1*     Opinion of Simpson Thacher & Bartlett.
10.1*     Credit Agreement, dated as of         ,         , among
          Volume Services America, Inc. and certain financial
          institutions as the Lenders.
10.2*     Volume Services, Inc., Deferred Compensation Plan,
          Enrollment Information and Forms.
10.3*     Service America Corporation, Deferred Compensation Plan,
          effective as of February 9, 1999.
10.4*     Employment Agreement, dated as of August 24, 1998, by and
          between VSI Acquisition II Corporation and John T. Dee.
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
-------                      ----------------------
10.5*     Letter Agreement, dated May 1, 2002, amending the terms of
          the Employment Agreement by and between Volume Services
          America Holdings, Inc. (formerly VSI Acquisition II
          Corporation) and John T. Dee.
10.6*     Employment Agreement dated as of November 17, 1995, by and
          between Volume Services, Inc. (a Delaware corporation) and
          Kenneth R. Frick.
10.7*     Employment Agreement dated as of September 29, 1998, by and
          between VSI Acquisition Corporation and Janet L. Steinmayer.
10.8*     Employment Agreement dated April 15, 2002 by and between
          Volume Services America Holdings, Inc. and Lawrence E.
          Honig.
10.9*     Form of Intercompany Note.
12.1*     Computation of Ratio of Earnings to Fixed Charges.
21.1*     Subsidiaries of Volume Services America Holdings, Inc.
23.1      Consent of Deloitte & Touche LLP.
23.2*     Consent of Simpson Thacher & Bartlett (included in Exhibit
          5.1).
24.1      Powers of Attorney (included on signature page).
25.1*     Form T-1 Statement of Eligibility under Trust Indenture Act
          of 1939, as amended, of          as Trustee.
---------------

* To be filed by amendment.