SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 3, 1997
JP FOODSERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-24954 52-1634568
(State of Incorporation) (Commission File (IRS Employer
Number) Identification
Number)
9830 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 312-7100<PAGE>
Item 5. Other Events.
On September 3, 1997, JP Foodservice, Inc., a Dela-
ware corporation (the "Registrant"), Hudson Acquisition Corp.,
a Delaware corporation and a wholly-owned subsidiary of the
Registrant ("Acquisition Corp.") and Rykoff-Sexton, Inc., a
Delaware corporation ("Rykoff") entered into Amendment No. 1
("Amendment No. 1") to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 30, 1997, by and among
the Registrant, Acquisition Corp. and Rykoff. Amendment No. 1
is attached as Exhibit 2.2 hereto and is hereby incorporated
herein by reference.
Certain stockholders of Rykoff holding in the ag-
gregate approximately 36.4% of the outstanding shares of Rykoff
Common Stock on the date of the Merger Agreement have entered
into an amended and restated support agreement, dated as of
June 30, 1997 (the "Amended and Restated Support Agreement"),
with the Registrant, pursuant to which, among other things,
such stockholders have agreed to vote their shares of Rykoff
Common Stock in favor of the approval and adoption of the
Merger Agreement. The Amended and Restated Support Agreement
amends and restates the Support Agreement set forth as Exhibit
99.3 to the Current Report on Form 8-K of the Registrant dated
as of June 30, 1997, is attached as Exhibit 99.1 hereto and is
hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The following exhibits are filed as part of this
report:
2.1 Agreement and Plan of Merger, dated as of June 30,
1997, by and among the Registrant, Rykoff-Sexton,
Inc. and Hudson Acquisition Corp. (incorporated by
reference to the Registrant's Current Report on Form
8-K, filed July 2, 1997, dated as of June 30, 1997).
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of September 3, 1997, by and among the Reg-
istrant, Rykoff-Sexton, Inc. and Hudson Acquisition
Corp.
99.1 Amended and Restated Support Agreement, dated as of
June 30, 1997, by and between the Registrant, on the
one hand, and those stockholders of Rykoff set forth
on the signature pages thereto, and acknowledged by
Rykoff.<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned here-
unto duly authorized.
Dated: September 9, 1997
JP FOODSERVICE, INC.
By:/s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of June
30, 1997, by and among the Registrant, Rykoff-
Sexton, Inc. and Hudson Acquisition Corp. (in-
corporated by reference to the Registrant's
Current Report on Form 8-K, filed July 2,
1997, dated as of June 30, 1997).
2.2 Amendment No. 1 to Agreement and Plan of
Merger, dated as of September 3, 1997, by and
among the Registrant, Rykoff-Sexton, Inc. and
Hudson Acquisition Corp.
99.1 Amended and Restated Support Agreement, dated
as of June 30, 1997, by and among the Regis-
trant, on the one hand, and those stockholders
of Rykoff set forth on the signature pages
thereto, on the other, and acknowledged by
Rykoff.
-3-
EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (this "Amendment"), dated as of Sep-
tember 3, 1997, to the Agreement and Plan of Merger (the "Mer-
ger Agreement"), dated as of June 30, 1997, by and among JP
Foodservice, Inc., a Delaware corporation ("JPFI"), Rykoff-
Sexton, Inc., a Delaware corporation ("RSI"), and Hudson Acqui-
sition Corp., a Delaware corporation and a wholly-owned subsid-
iary of JP Foodservice ("Acquisition").
WHEREAS, JPFI, RSI and Acquisition have previously
executed and delivered the Merger Agreement; and
WHEREAS, JPFI, RSI and Acquisition desire to amend
the Merger Agreement as set forth herein and pursuant to Sec-
tion 7.3 thereof;
NOW, THEREFORE, JPFI, RSI and Acquisition agree as
follows:
1. Amendment of Section 2.1(e) of Merger Agreement.
The fourth line of subsection (i) of Section 2.1(e) of the
Merger Agreement is hereby amended by deleting therefrom the
word "exercisable" and substituting in its place the word "un-
exercised".
2. Amendment of Section 4.1(a) of Merger Agreement.
Subsection (ii) of Section 4.1(a) of the Merger Agreement is
hereby amended by deleting therefrom the words "does not exceed
250,000 shares of RSI Common Stock in the aggregate);" and sub-
stituting therefor the words "does not exceed the lesser of (x)
400,000 shares of RSI Common Stock in the aggregate and (y) the
number of shares of RSI Common Stock subject to RSI Employee
Stock Options issued during RSI's fiscal year ended June 28,
1997 and so long as no RSI Employee Stock Option issued pursu-
ant to this Section 4.1(a)(ii) shall contain any terms provid-
ing for, or otherwise permit or give rise to any right to, ac-
celerated vesting, the releasing of restrictions or any payment
(in cash or otherwise) as a result of the consummation of the
Merger or any of the other transactions contemplated by this
Agreement);".
3. Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise govern
under applicable principles of conflict of laws thereof.
4. Counterparts. This Amendment may be executed in
one or more counterparts, all of which shall be considered one<PAGE>
and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and
delivered to the other parties.
5. Merger Agreement Confirmed. Except as amended
hereby, the Merger Agreement is ratified and confirmed in all
respects.
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IN WITNESS WHEREOF, JPFI, RSI and Acquisition have
caused this Agreement to be signed by their respective officers
thereunto duly authorized, all as of the date first written
above.
JP FOODSERVICE, INC.
By: /s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President
and General Counsel
RYKOFF-SEXTON, INC.
By: /s/ Mark Van Stekelenburg
Name: Mark Van Stekelenburg
Title: Chairman and Chief
Executive Officer
HUDSON ACQUISITION CORP.
By: /s/ David M. Abramson
Name: David M. Abramson
Title: Senior Vice President
and General Counsel
Exhibit 99.1
AMENDED AND RESTATED SUPPORT AGREEMENT
AMENDED AND RESTATED AGREEMENT, dated as of June
30, 1997, by and among JP FOODSERVICE, INC., a Delaware cor-
poration ("JPFI") and the other persons whose names are set
forth on the signature pages hereto (collectively, the
"Stockholders").
WHEREAS, the parties hereto have previously entered
into, and Rykoff-Sexton, Inc., a Delaware corporation
("Rykoff-Sexton"), has previously acknowledged, a Support
Agreement, dated as of June 30, 1997 (the "Original Support
Agreement"); and
WHEREAS, concurrently with the execution and deliv-
ery of the Original Support Agreement, JPFI, Hudson Acqui-
sition Corp., a Delaware corporation and a wholly-owned sub-
sidiary of JPFI ("Merger Sub") and Rykoff-Sexton, entered
into an Agreement and Plan of Merger (the "Merger Agreement";
capitalized terms used without definition herein having the
meanings ascribed thereto in the Merger Agreement);
WHEREAS, the Stockholders are the beneficial owners
of the number of shares of Rykoff Common Stock set forth in
Schedule I hereto (the "Subject Shares"); and
WHEREAS, approval of the Merger Agreement by the
stockholders of Rykoff is a condition to the consummation of
the Merger; and
WHEREAS, as a condition to its entering into the
Merger Agreement, JPFI has required that the Stockholders
agree, and the Stockholders have agreed, to enter into the
Original Support Agreement; and
WHEREAS, the parties to the Original Support Agree-
ment, and Rykoff-Sexton, wish to amend and restate such
Original Support Agreement, as set forth herein;
NOW THEREFORE, in consideration of the foregoing
and the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:
Section 1. Agreement to Vote. (a) Each Stock-
holder hereby agrees to attend the Rykoff Stockholders Meet-
ing, in person or by proxy, and to vote (or cause to be
voted) all Subject Shares, and any other voting securities of
Rykoff, whether issued heretofore or hereafter, that such<PAGE>
Stockholder owns or has the right to vote, for approval and
adoption of the Merger Agreement and the Merger. Such agree-
ment to vote shall apply also to any adjournment or adjourn-
ments of the Rykoff Stockholders Meeting, and to any other
meeting of stockholders at which any item of business re-
ferred to in the preceding sentence is presented for ap-
proval.
(b) To the extent inconsistent with the foregoing
provisions of this Section 1, each Stockholder hereby revokes
any and all previous proxies with respect to such
Stockholder's Subject Shares or any other voting securities
of Rykoff.
Section 2. No Solicitation. No Stockholder shall,
directly or indirectly, solicit or encourage (including by
way of furnishing information), or authorize any individual,
corporation or other entity to solicit or encourage (includ-
ing by way of furnishing information), from any third party
any inquiries or proposals relating to, or conduct negotia-
tions or discussions with any third party with respect to, or
take any other action to facilitate any inquiries or the mak-
ing of any proposal that constitutes, or that may reasonably
be expected to lead to, any proposal or offer relating to the
disposition of business or assets of Rykoff or JPFI or their
respective subsidiaries, or the acquisition of the voting se-
curities of Rykoff or JPFI or their respective subsidiaries,
or the merger or consolidation of Rykoff or JPFI or any of
their respective subsidiaries with or to any corporation or
other entity other than as provided in the Merger Agreement,
the Option Agreements or the Support Agreement (and the
Stockholders shall promptly notify JPFI of all of the rel-
evant details relating to all inquiries and proposals which
such Stockholders may receive relating to any such matters).
Section 3. Securities Act Covenants and Represen-
tations. Each Stockholder hereby agrees and represents to
JPFI as follows:
(c) Such Stockholder has been advised that the of-
fering, sale and delivery of JPFI Common Stock pursuant to
the Merger will be registered under the Securities Act on a
Registration Statement on Form S-4. Such Stockholder has
also been advised, however, that to the extent such Stock-
holder is considered an "affiliate" of Rykoff at the time the
Merger Agreement is submitted to a vote of the stockholders
of Rykoff any public offering or sale by such Stockholder of
any shares of JPFI Common Stock received by such Stockholder
-2-<PAGE>
in the Merger will, under current law, require either (i) the
further registration under the Securities Act of any shares
of JPFI Common Stock to be sold by such Stockholder, (ii)
compliance with Rule 145 promulgated by the SEC under the Se-
curities Act or (iii) the availability of another exemption
from such registration under the Securities Act.
(d) Such Stockholder has read this Agreement and
the Merger Agreement and has discussed their requirements and
other applicable limitations upon such Stockholder's ability
to sell, transfer or otherwise dispose of shares of JPFI Com-
mon Stock, to the extent such Stockholder believed necessary,
with such Stockholder's counsel or counsel for Rykoff.
(e) Such Stockholder also understands that stop
transfer instructions will be given to JPFI's transfer agent
with respect to JPFI Common Stock and that a legend will be
placed on the certificates for the JPFI Common Stock issued
to such Stockholder, or any substitutions therefor, to the
extent such Stockholder is considered an "affiliate" of
Rykoff at the time the Merger Agreement is submitted to a
vote of the stockholders of Rykoff.
Section 4. Pooling Covenants and Representations.
Each Stockholder hereby agrees and represents to JPFI that
such Stockholder will not sell, transfer or otherwise dispose
of any securities of Rykoff or of any shares of JPFI Common
Stock received by such Stockholder in the Merger or other
shares of capital stock of JPFI during the period beginning
30 days prior to the Effective Time and ending at such time
as results covering at least 30 days of combined operations
of Rykoff and JPFI have been published by JPFI, in the form
of a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form
10-K, 10-Q or 8-K, or any other public filing or announcement
which includes the combined results of operations, except for
transfers or other dispositions that, taking into account the
actions of other affiliates of Rykoff, will not prevent JPFI
from accounting for the Merger as a pooling of interests.
Section 5. Further Assurances. Each of JPFI and
the Stockholders shall execute and deliver such additional
instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate,
carry out and comply with all of its obligations under this
Agreement. Without limiting the generality of the foregoing,
none of JPFI or any of the Stockholders shall enter into any
agreement or arrangement (or alter, amend or terminate any
-3-<PAGE>
existing agreement or arrangement) if such action would mate-
rially impair the ability of any party to effectuate, carry
out or comply with all the terms of this Agreement.
Section 6. Representations and Warranties of JPFI.
JPFI represents and warrants to each Stockholder as follows:
Each of this Agreement and the Merger Agreement has been ap-
proved by the Board of Directors of JPFI, representing all
necessary corporate action on the part of JPFI other than ap-
proval of the Merger Agreement by the stockholders of JPFI.
Each of this Agreement and the Merger Agreement has been duly
executed and delivered by a duly authorized officer of JPFI.
Each of this Agreement and the Merger Agreement constitutes a
valid and binding agreement of JPFI, enforceable against JPFI
in accordance with its terms, except as may be limited by ap-
plicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws of general application which may af-
fect the enforcement of creditors' rights generally and by
general equitable principles. JPFI covenants and agrees
that, effective as of the Effective Time, JPFI shall assume
the rights and obligations of Rykoff under that certain Reg-
istration Rights Agreement, dated as of May 17, 1996, by and
among Rykoff and the other persons whose signatures are set
forth on the signature pages thereto pursuant to an agreement
in form and substance satisfactory to JPFI and such other
persons.
Section 7. Representations and Warranties of
Stockholders. Each Stockholder represents and warrants to
JPFI that this Agreement (i) has been duly authorized, ex-
ecuted and delivered by such Stockholder and (ii) constitutes
the valid and binding agreement of such Stockholder, enforce-
able against such Stockholder in accordance with its terms,
except as may be limited by applicable bankruptcy, insol-
vency, reorganization, moratorium and other similar laws of
general application which may affect the enforcement of cred-
itors' rights generally and by general equitable principles.
Each such Stockholder is the record and beneficial owner of
the Subject Shares set forth opposite its respective name on
Schedule I. The Subject Shares listed next to the name of
such Stockholder on Schedule I hereto are the only voting se-
curities of Rykoff owned (beneficially or of record) by such
Stockholder. Neither the execution or delivery of this
Agreement nor the consummation by such Stockholder of the
transactions contemplated hereby will violate (a) the cer-
tificate of incorporation, by-laws, partnership agreement or
other organizational document, as applicable, of any such
-4-<PAGE>
Stockholder, or (b) any provisions of any law, rule or regu-
lation applicable to such Stockholder or any contract or
agreement to which such Stockholder is a party, other than
such violations described in the foregoing clause (b) as
would not prevent or materially delay the performance by such
Stockholder of its obligations hereunder or impose any li-
ability or obligation on JPFI. Each Stockholder agrees that,
at or prior to the Effective Time, it shall represent to
Rykoff and JPFI or their respective counsel that as of the
Effective Time it has no plan or intention to (other than in-
cident or pursuant to an Extraordinary Transaction) sell, ex-
change or otherwise dispose of, or enter into an agreement (a
"Sales Agreement") to sell, exchange or otherwise dispose of,
shares of JPFI Common Stock during the two-year period im-
mediately following the Effective Time, and moreover that it
is not subject to or obligated to enter into any agreement to
sell, exchange or otherwise dispose of shares of JPFI Common
Stock, if any resulting sale, exchange or disposition would
(when taken in combination with actions by other Stockholders
and assuming all Sales Agreements are consummated) cause the
Stockholders in the aggregate to retain ownership for federal
income tax purposes of less than the lesser of (i) 25% of the
shares of JPFI Common Stock received by the Stockholders in
the aggregate in the Merger or (ii) the Shortfall Percent of
the shares of JPFI Common Stock issued in the Merger to
stockholders of Rykoff. For purposes of these representa-
tions, the phrase "sell, exchange or otherwise dispose of"
shall include entry into transactions whereby a Stockholder
gives up substantially all the benefits and burdens of owner-
ship in JPFI Common Stock or which otherwise constitute a
transfer of ownership of such stock for federal income tax
purposes. "Shortfall Percent" shall mean the greater of zero
or that percentage which, when added to the following per-
centage, shall equal 45%: 100% minus the sum of (i) the per-
cent of shares of JPFI Common Stock issuable in the Merger to
stockholders of Rykoff that is issuable to the Stockholders
and (ii) the percent of shares of JPFI Common Stock issuable
in the Merger to stockholders of Rykoff that is issuable to
any other persons that can be identified immediately prior to
the Effective Time as holding 5% or more of the total number
of shares of Rykoff Common Stock outstanding at such time
(for which purposes shares held by a family of mutual funds
shall, to the extent possible, be identified with separate
funds within such family and, to the extent so separately
identifiable, treated as separate stockholders). Notwith-
standing the foregoing, no Stockholder shall be required to
provide the representations described herein if, as result of
a change in law (including, without limitation, a change pur-
suant to Treasury regulations that may be applied, by elec-
tion or otherwise, to the Merger), the facts intended to be
-5-<PAGE>
reached by such representation are not a necessary condition
for qualification of the Merger under Section 368 of the In-
ternal Revenue Code of 1986, as amended.
For purposes of this Section 7, an "Extraordinary
Transaction" means a merger, consolidation or other business
combination, tender or exchange offer, share exchange, re-
structuring, recapitalization or other similar transaction
involving JPFI, so long as any such transaction is not ar-
ranged as part of an overall plan to which such Stockholder
is a party and pursuant to which the Merger is also being
consummated.
Section 8. Effectiveness and Termination. It is a
condition precedent to the effectiveness of this Agreement
that the Merger Agreement shall have been executed and deliv-
ered and be in full force and effect. In the event the Merg-
er Agreement is terminated in accordance with its terms, this
Agreement shall automatically terminate and be of no further
force or effect. Upon such termination, except for any
rights any party may have in respect of any breach by any
other party of its or his obligations hereunder, none of the
parties hereto shall have any further obligation or liability
hereunder.
Section 9. Miscellaneous.
(f) Notices, Etc. All notices, requests, demands
or other communications required by or otherwise with respect
to this Agreement shall be in writing and shall be deemed to
have been duly given to any party when delivered personally
(by courier service or otherwise), when delivered by telecopy
and confirmed by return telecopy, or seven days after being
mailed by first-class mail, postage prepaid in each case to
the applicable addresses set forth below:
If to JPFI:
9830 Patuxent Woods Drive
Columbia, Maryland 21046
Attn: David M. Abramson, Esq.
Telecopy: (410) 312-7149
with a copy to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
-6-<PAGE>
Attn: Edward D. Herlihy, Esq.
Telecopy: (212) 403-2000
If to any Stockholder:
Merrill Lynch Capital Partners, Inc.
225 Liberty Street
New York, New York 10080-6123
Attn: James V. Caruso
Telecopy: (212) 236-7364
with a copy to:
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281-1323
Attn: Marcia L. Tu, Esq.
Telecopy: (212) 449-3207
and a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attn: Bonnie Greaves, Esq.
Telecopy: (212) 848-7179
If to Rykoff:
Rykoff-Sexton, Inc.
1050 Warrenville Road
Lisle, Illinois
Telecopy No. (717) 830-7112
Attention: Robert J. Harter, Jr., Esq.
with a copy to:
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 10022
Telecopy No.: (312) 782-8585
Attention: Elizabeth Kitslaar, Esq.
or to such other address as such party shall have designated
by notice so given to each other party.
(g) Amendments, Waivers, Etc. This Agreement may
not be amended, changed, supplemented, waived or otherwise
-7-<PAGE>
modified or terminated except by an instrument in writing
signed by JPFI, each of the Stockholders and Rykoff.
(h) Successors and Assigns. This Agreement shall
be binding upon and shall inure to the benefit of and be en-
forceable by the parties and their respective successors and
assigns, including without limitation in the case of any cor-
porate party hereto any corporate successor by merger or oth-
erwise, and in the case of any individual party hereto any
trustee, executor, heir, legatee or personal representative
succeeding to the ownership of such party's Subject Shares or
other securities subject to this Agreement. Notwithstanding
any transfer of Subject Shares, the transferor shall remain
liable for the performance of all obligations under this
Agreement of the transferor.
(i) Entire Agreement. This Agreement embodies the
entire agreement and understanding among the parties relating
to the subject matter hereof and supersedes all prior agree-
ments and understandings relating to such subject matter, in-
cluding without limitation the Original Support Agreement.
There are no representations, warranties or covenants by the
parties hereto relating to such subject matter other than
those expressly set forth in this Agreement.
(j) Severability. If any term of this Agreement
or the application thereof to any party or circumstance shall
be held invalid or unenforceable to any extent, the remainder
of this Agreement and the application of such term to the
other parties or circumstances shall not be affected thereby
and shall be enforced to the greatest extent permitted by ap-
plicable law, provided that in such event the parties shall
negotiate in good faith in an attempt to agree to another
provision (in lieu of the term or application held to be in-
valid or unenforceable) that will be valid and enforceable
and will carry out the parties' intentions hereunder.
(k) Specific Performance. The parties acknowledge
that money damages are not an adequate remedy for violations
of this Agreement and that any party may, in its sole discre-
tion, apply to a court of competent jurisdiction for specific
performance or injunctive or such other relief as such court
may deem just and proper in order to enforce this Agreement
or prevent any violation hereof and, to the extent permitted
by applicable law, each party waives any objection to the im-
position of such relief.
(l) Remedies Cumulative. All rights, powers and
remedies provided under this Agreement or otherwise available
in respect hereof at law or in equity shall be cumulative and
-8-<PAGE>
not alternative, and the exercise or beginning of the exer-
cise of any thereof by any party shall not preclude the si-
multaneous or later exercise of any other such right, power
or remedy by such party.
(m) No Waiver. The failure of any party hereto to
exercise any right, power or remedy provided under this
Agreement or otherwise available in respect hereof at law or
in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof,
shall not constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to de-
mand such compliance.
(n) No Third-Party Beneficiaries. This Agreement
is not intended to be for the benefit of and shall not be en-
forceable by any person or entity who or which is not a party
hereto.
(o) Jurisdiction. Each party hereby irrevocably
submits to the exclusive jurisdiction of the Court of Chan-
cery in the State of Delaware or the United States District
Court for the Southern District of New York or any court of
the State of New York located in the City of New York in any
action, suit or proceeding arising in connection with this
Agreement, and agrees that any such action, suit or proceed-
ing shall be brought only in such court (and waives any ob-
jection based on forum non conveniens or any other objection
to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this
paragraph (j) and shall not be deemed to be a general submis-
sion to the jurisdiction of said Courts or in the States of
Delaware or New York other than for such purposes. Each
party hereto hereby waives any right to a trial by jury in
connection with any such action, suit or proceeding.
(p) Governing Law. This Agreement and all dis-
putes hereunder shall be governed by and construed and en-
forced in accordance with the General Corporation Law of the
State of Delaware to the fullest extent possible and other-
wise by the internal laws of the State of New York without
regard to principles of conflicts of law.
(q) Name, Captions, Gender. The name assigned
this Agreement and the section captions used herein are for
convenience of reference only and shall not affect the inter-
pretation or construction hereof. Whenever the context may
require, any pronoun used herein shall include the cor-
responding masculine, feminine or neuter forms.
-9-<PAGE>
(r) Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute
one instrument. Each counterpart may consist of a number of
copies each signed by less than all, but together signed by
all, the parties hereto.
(s) Limitation on Liability. No Stockholder shall
have any liability hereunder for any actions or omissions of
any other Stockholder.
(t) Expenses. JPFI and Rykoff shall each bear its
own expenses, and Rykoff shall bear the reasonable expenses
of the Stockholders, incurred in connection with this Agree-
ment and the transactions contemplated hereby, except that in
the event of a dispute concerning the terms or enforcement of
this Agreement, the prevailing party in any such dispute
shall be entitled to reimbursement of reasonable legal fees
and disbursements from the other party or parties to such
dispute.
-10-<PAGE>
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.
JP FOODSERVICE, INC.
By: /s/ James L. Miller
Name: James L. Miller
Title: Chairman,
President and Chief
Executive Officer
MERRILL LYNCH CAPITAL PARTNERS,
INC.
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. B-XVIII, L.P.
By: Merrill Lynch LBO Partners No.
B-IV, L.P., as General
Partner
By: Merrill Lynch Capital
Partners, Inc., as
General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH KECALP L.P. 1994
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
ML OFFSHORE LBO PARTNERSHIP
NO. B-XVIII
By: Merrill Lynch LBO Partners
No. B-IV, L.P., as Investment
General Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML IBK POSITIONS, INC.
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MLCP ASSOCIATES L.P. NO. II
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MLCP ASSOCIATES L.P. NO. IV
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
MERRILL LYNCH KECALP L.P. 1991
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERRILL LYNCH CAPITAL APPRECIATION
PARTNERSHIP NO. XIII, L.P.
By: Merrill Lynch LBO Partners No.
IV, L.P., as General Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML OFFSHORE LBO PARTNERSHIP NO. XIII
By: Merrill Lynch LBO Partners No.
IV, L.P., as Investment General
Partner
By: Merrill Lynch Capital Partners,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
ML EMPLOYEES LBO PARTNERSHIP NO. I,
L.P.
By: ML Employees LBO Managers,
Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
<PAGE>
MERRILL LYNCH KECALP L.P. 1987
By: KECALP Inc., as General Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
MERCHANT BANKING L.P. NO. II
By: Merrill Lynch MBP Inc., as Gen-
eral Partner
By: /s/ Matthias B. Bowman
Name: Matthias B. Bowman
Title:
Rykoff hereby consents to the entry by each
Stockholder into this Agreement, and the consummation of the
transactions expressly contemplated hereby, in each case for
purposes of Section 3.1(a) of the that certain Standstill
Agreement (the "Standstill Agreement"), dated as of May 17,
1996, by and between RSI and the ML Entities (as defined
therein). Rykoff represents and warrants to JPFI that the
entry by each Stockholder into this Agreement, and the con-
summation of the transactions expressly contemplated hereby,
each has been previously approved by the affirmative vote of
a majority of the Continuing Directors (as defined in the
Standstill Agreement) of Rykoff at a meeting at which a Con-
tinuing Director Quorum (as defined in the Standstill Agree-
ment) was present. Rykoff also hereby acknowledges and con-
sents to its obligations pursuant to Section 9(o) hereof.
RYKOFF-SEXTON, INC.
By: /s/ Mark Van Stekelenburg
Name: Mark Van Stekelenburg
Title: Chairman and Chief
Executive Officer
