Common use of FOODSERVICE Clause in Contracts

FOODSERVICE. By: ------------------------------ Name: Title: U.S. FOODSERVICE, INC. By: ------------------------------ Name: Title: XXXXXXX XXXXX CAPITAL PARTNERS, INC. By: ------------------------------ Name: Title: XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. B-XVIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- Name: Title: XXXXXXX XXXXX KECALP L.P. 1994 By: KECALP Inc., as General Partner By: ----------------------------- Name: Title: ML OFFSHORE LBO PARTNERSHIP NO. B-XVIII By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- Name: Title: ML IBK POSITIONS, INC. By: ----------------------------- Name: Title: MLCP ASSOCIATES L.P. NO. II By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- Name: Title: XXXXXXX XXXXX KECALP L.P. 1991 By: KECALP Inc., as General Partner By: ----------------------------- Name: Title: XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. XIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- Name: Title: ML OFFSHORE LBO PARTNERSHIP NO. XIII By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- Name: Title: 11 ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P. By: ML Employees LBO Managers, Inc., as General Partner By: ------------------------------ Name: Title: XXXXXXX XXXXX KECALP L.P. 1987 By: KECALP Inc., as General Partner By: ------------------------------ Name: Title: MERCHANT BANKING L.P. NO. II By: Xxxxxxx Xxxxx MBP Inc., as General Partner By: ----------------------------- Name: Title: MLCP ASSOCIATES L.P. NO. IV By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- Name: Title: Exhibit D FORM OF LETTER OF RESIGNATION U.S. Foodservice 0000 Xxxxxxxx Xxxxx Xxxxx Columbia, MD 21046 Attention: Xxxxx X. Xxxxxx Chairman of the Board, President and Chief Executive Officer Dear Sir or Madam: Reference is hereby made to the U.S. Purchase Agreement dated March [], 1999 among U.S. Foodservice, a Delaware corporation (the "Company"), certain stockholders of the Company named therein and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the other parties thereto (the "U.S. Purchase Agreement") and the International Purchase Agreement dated March [], 1999 among the Company, certain stockholders of the Company named therein and Xxxxxxx Xxxxx International and the other parties thereto (the "International Purchase Agreement" and, together with the U.S. Purchase Agreement, the "Purchase Agreements"). This is to advise you that I resign my position as a member of the Board of Directors of the Company and, if applicable, of any of its subsidiaries and I also resign my position, if applicable, as a member of any committees of the Board of Directors of the Company and of any of its subsidiaries, each such resignation to be effective as of the Closing Time (as defined in the Purchase Agreements). Very truly yours, [Xxxxxxxx X. Xxxxxx] [Xxxxxx X. Xxxxxxxxxxx III]

FOODSERVICE. By: ------------------------------ Name: Title: U.S. FOODSERVICE, INC. By: ------------------------------ Name: Title: XXXXXXX XXXXX CAPITAL PARTNERS, INC. By: ------------------------------ --------------------------------- Name: Title: XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. B-XVIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: XXXXXXX XXXXX KECALP L.P. 1994 By: KECALP Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: 39 ML OFFSHORE LBO PARTNERSHIP NO. B-XVIII By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: ML IBK POSITIONS, INC. By: ----------------------------- --------------------------------- Name: Title: MLCP ASSOCIATES L.P. NO. II By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: XXXXXXX XXXXX KECALP L.P. 1991 By: KECALP Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: 40 XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. XIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- --------------------------------- Name: Title: ML OFFSHORE LBO PARTNERSHIP NO. XIII By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- --------------------------------- Name: Title: 11 ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P. By: ML Employees LBO Managers, Inc., as General Partner By: ------------------------------ --------------------------------- Name: Title: 41 XXXXXXX XXXXX KECALP L.P. 1987 By: KECALP Inc., as General Partner By: ------------------------------ --------------------------------- Name: Title: MERCHANT BANKING L.P. NO. II By: Xxxxxxx Xxxxx MBP Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: MLCP ASSOCIATES L.P. NO. IV By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- --------------------------------- Name: Title: Exhibit D FORM OF LETTER OF RESIGNATION U.S. Foodservice 0000 Xxxxxxxx --------------------------------- J. Xxxxxxxxxxx Xxxxx --------------------------------- M. Xxxx Xxxxx Columbia, MD 21046 Attention: --------------------------------- Xxxxx X. Xxxxxx Chairman of the BoardXxxxx CONFIRMED AND ACCEPTED, President and Chief Executive Officer Dear Sir or Madam: Reference is hereby made to the U.S. Purchase Agreement dated March [], 1999 among U.S. Foodservice, a Delaware corporation (the "Company"), certain stockholders of the Company named therein and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the other parties thereto (the "U.S. Purchase Agreement") and the International Purchase Agreement dated March [], 1999 among the Company, certain stockholders of the Company named therein and Xxxxxxx Xxxxx International and the other parties thereto (the "International Purchase Agreement" and, together with the U.S. Purchase Agreement, the "Purchase Agreements"). This is to advise you that I resign my position as a member of the Board of Directors of the Company and, if applicable, of any of its subsidiaries and I also resign my position, if applicable, as a member of any committees of the Board of Directors of the Company and of any of its subsidiaries, each such resignation to be effective as of the Closing Time (date first above written: XXXXXXX XXXXX & CO. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XXXXXXX, SACHS & CO. XXXXXXX XXXXX XXXXXX INC. X.X. XXXXXXXX & CO. FIRST UNION CAPITAL MARKETS CORP. BY: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BY: --------------------------------------------- Authorized Signatory For themselves and as defined U.S. Representatives of the other U.S. Underwriters named in the Purchase Agreements)Schedule A hereto. Very truly yours, [Xxxxxxxx X. Xxxxxx] [Xxxxxx X. Xxxxxxxxxxx III]SCHEDULE A

FOODSERVICE. By: ------------------------------ Name: Title: U.S. FOODSERVICE, INC. By: ------------------------------ Name: Title: XXXXXXX XXXXX CAPITAL PARTNERS, INC. By: ------------------------------ ------------------------------------ Name: Title: XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. B-XVIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: XXXXXXX XXXXX KECALP L.P. 1994 By: KECALP Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: 39 ML OFFSHORE LBO PARTNERSHIP NO. B-XVIII By: Xxxxxxx Xxxxx LBO Partners No. B-IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: ML IBK POSITIONS, INC. By: ----------------------------- ------------------------------------ Name: Title: MLCP ASSOCIATES L.P. NO. II By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: XXXXXXX XXXXX KECALP L.P. 1991 By: KECALP Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: 40 XXXXXXX XXXXX CAPITAL APPRECIATION PARTNERSHIP NO. XIII, L.P. By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- ------------------------------------ Name: Title: ML OFFSHORE LBO PARTNERSHIP NO. XIII By: Xxxxxxx Xxxxx LBO Partners No. IV, L.P., as Investment General Partner By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ------------------------------- ------------------------------------ Name: Title: 11 ML EMPLOYEES LBO PARTNERSHIP NO. I, L.P. By: ML Employees LBO Managers, Inc., as General Partner By: ------------------------------ Name: Title: 41 XXXXXXX XXXXX KECALP L.P. 1987 By: KECALP Inc., as General Partner By: ------------------------------ ------------------------------------ Name: Title: MERCHANT BANKING L.P. NO. II By: Xxxxxxx Xxxxx MBP Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: MLCP ASSOCIATES L.P. NO. IV By: Xxxxxxx Xxxxx Capital Partners, Inc., as General Partner By: ----------------------------- ------------------------------------ Name: Title: Exhibit D FORM OF LETTER OF RESIGNATION U.S. Foodservice 0000 Xxxxxxxx --------------------------------------- J. Xxxxxxxxxxx Xxxxx --------------------------------------- M. Xxxx Xxxxx Columbia, MD 21046 Attention: --------------------------------------- Xxxxx X. Xxxxxx Chairman of the BoardXxxxx CONFIRMED AND ACCEPTED, President and Chief Executive Officer Dear Sir or Madam: Reference is hereby made to the U.S. Purchase Agreement dated March [], 1999 among U.S. Foodservice, a Delaware corporation (the "Company"), certain stockholders of the Company named therein and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the other parties thereto (the "U.S. Purchase Agreement") and the International Purchase Agreement dated March [], 1999 among the Company, certain stockholders of the Company named therein and Xxxxxxx Xxxxx International and the other parties thereto (the "International Purchase Agreement" and, together with the U.S. Purchase Agreement, the "Purchase Agreements"). This is to advise you that I resign my position as a member of the Board of Directors of the Company and, if applicable, of any of its subsidiaries and I also resign my position, if applicable, as a member of any committees of the Board of Directors of the Company and of any of its subsidiaries, each such resignation to be effective as of the Closing Time (date first above written: XXXXXXX XXXXX INTERNATIONAL XXXXXXX, SACHS INTERNATIONAL SALOMON BROTHERS INTERNATIONAL LIMITED X.X. XXXXXXXX & CO. BY: XXXXXXX XXXXX INTERNATIONAL BY: --------------------------- Attorney-in-Fact For themselves and as defined Lead Managers of the other International Managers named in the Purchase Agreements)Schedule A hereto. Very truly yours, [Xxxxxxxx X. Xxxxxx] [Xxxxxx X. Xxxxxxxxxxx III]SCHEDULE A