EXHIBIT 2.3 CONFORMED COPY -------------- AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 ("Amendment No. 2"), dated as of November 5, 1997, to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 30, 1997, by...Agreement and Plan of Merger • November 10th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
WITNESSETH:Change in Control Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
RECITALS --------Rights Agreement • July 10th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
THE MERGER SECTION 1.1. The Merger........................................ 2 SECTION 1.2. Closing........................................... 2 SECTION 1.3. Effective Time.................................... 2 SECTION 1.4. Effects of the...Merger Agreement • July 10th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
BY AND AMONGMerger Agreement • July 10th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
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 corporation ("JPFI") and the other persons whose names...Support Agreement • September 15th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.43 REIMBURSEMENT AGREEMENTReimbursement Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • California
SECOND AMENDMENT TO RYKOFF-SEXTON, INC. MASTER TRUST AGREEMENT The Rykoff- Sexton, Inc. Master Trust Agreement For Executive Deferral Plans, as heretofore amended (the "Trust"), between Rykoff-Sexton, Inc., a Delaware corporation (the "Company"), and...Master Trust Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products
ARTICLE I DEFINITIONSReceivables Sale Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • New York
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 15th, 1995 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 10.1.5 SEVENTH AMENDMENT TO CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made as of October 30, 1995, between RYKOFF-SEXTON, INC., a Delaware corporation, ("Borrower") and BANK OF AMERICA NATIONAL TRUST AND...Credit Agreement • December 12th, 1995 • Rykoff Sexton Inc • Wholesale-groceries & related products
WITNESSETH:Agreement of Lease • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products
WITNESSETH:Release and Settlement Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Pennsylvania
RECITALSStock Option Agreement • July 10th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
RS FUNDING INC., as Company, US FOODSERVICE INC., as Servicer and THE CHASE MANHATTAN BANK, as TrusteePooling Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • New York
EXHIBIT 10.31.4 AGREEMENT OF LEASE THIS AGREEMENT OF LEASE (the "Lease") made as of the 28th day of November, 1996, by and between PAUL-FRANCIS REALTY, L.P., A Pennsylvania limited partnership, with offices located at 613 Baltimore Drive, East...Lease Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products
RS FUNDING INC., as Company, US FOODSERVICE INC., as Servicer, and THE CHASE MANHATTAN BANK, as TrusteePooling Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • New York
LOAN AGREEMENT BY AND AMONG THELoan Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products
RS FUNDING INC., as Company, US FOODSERVICE INC., as Servicer,Servicing Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • New York
WITNESSETH:Change in Control Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • Delaware
EXHIBIT 10.11.2 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products
INDENTURE OF TRUSTIndenture of Trust • September 24th, 1997 • Rykoff Sexton Inc • Wholesale-groceries & related products • California
