Indemnification Priority and Information Sharing Agreement with KKR



 Exhibit 10.7 
 INDEMNIFICATION PRIORITY AND 
 INFORMATION SHARING AGREEMENT 

This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 15, 2010 (this “Agreement”), is
among the funds managed by Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”), set forth on Annex 1 (the “Funds”), KKR, and U.S. Foodservice, Inc., a Delaware corporation (including
its subsidiaries, the “Company”). 
 WHEREAS, the Company has entered into one or more monitoring, stockholder,
indemnification and other agreements (any such agreement or agreements, collectively, the “Company Indemnification Agreements”) providing for, among other things, the indemnification of and advancement of expenses incurred by the
Funds, KKR, and their respective directors, members, managers, partners, affiliates and controlling persons for certain matters described therein (the Funds, KKR and their respective directors, members, managers, partners, affiliates and controlling
persons, collectively, the “KKR Indemnified Parties”); 
 WHEREAS, one or more executives of KKR or its
affiliates may serve as a director or officer of the Company and one or more other persons (who are not executives of KKR or its affiliates) may serve as a director or officer of the Company as an appointee or designee, or as recommended to the
Company by, of the Funds or KKR (any such person or persons, the “KKR Indemnitees”); 
 WHEREAS, the KKR
Indemnitees may have entered into indemnification agreements with the Company providing for indemnification and advancement of expenses for the KKR Indemnitees in connection with their service as a director or officer of the Company and the KKR
Indemnitees may, in their capacities as directors or officers of the Company, be indemnified and/or entitled to advancement of expenses under (i) policies of insurance procured by the Company (“Company D&O Insurance”) and
(ii) the Company’s certificate or articles of incorporation, by-laws, limited liability company operating agreement, limited partnership agreement or other organizational documents ((i) and (ii), each, a “Company D&O
Indemnity”); 
 WHEREAS, the Funds, KKR and/or their respective affiliates and controlling persons (in this capacity,
collectively, the “KKR Indemnitors”) have (i) entered into one or more limited partnership agreements, limited liability company operating agreements and other agreements, (ii) certificates and articles of incorporation,
by-laws, and other organizational documents and (iii) obtained insurance (any such agreements, documents or insurance, collectively, the “KKR Indemnification Agreements”), in each case, providing for, among other things,
indemnification of and advancement of expenses for the KKR Indemnitees for, among other things, the same matters that are subject to indemnification and advancement of expenses under the Company Indemnification Agreements and the Company D&O
Indemnity; 
 WHEREAS, the Company benefits from the portfolio company oversight provided by KKR and the ability of KKR to share
internally portfolio company information; and 
 WHEREAS, the Company, the Funds and KKR wish to clarify certain matters
regarding the indemnification and advancement of expenses provided under the Company 







 Indemnification Agreements and the Company D&O Indemnity as it relates to the indemnification and
advancement of expenses provided for under the KKR Indemnification Agreements and regarding portfolio company information. 

NOW, THEREFORE, in consideration of the foregoing recitals and the premises hereinafter set forth, the Company, the Funds and KKR hereby
agree as follows. 
 1. The Company hereby acknowledges and agrees that the obligation of the Company under either any Company
Indemnification Agreements or the Company D&O Indemnity to indemnify or advance expenses to any KKR Indemnitee for the matters covered thereby shall be the primary source of indemnification and advancement of such KKR Indemnitee in connection
therewith and any obligation on the part of any KKR Indemnitor under any KKR Indemnification Agreement to indemnify or advance expenses to such KKR Indemnitee shall be secondary to the Company’s obligation and shall be reduced by any amount
that the KKR Indemnitee may collect as indemnification or advancement from the Company. It is also understood and agreed that the Company shall not be entitled to contribution or indemnification from or subrogation against any KKR Indemnitor. In the
event that the Company fails to indemnify or advance expenses to a KKR Indemnitee as required or contemplated by any Company Indemnification Agreement or Company D&O Indemnity (such amounts, the “Unpaid D&O Indemnity
Amounts”) and any KKR Indemnitor makes any payment to such KKR Indemnitee in respect of indemnification or advancement of expenses under any KKR Indemnification Agreement on account of such Unpaid D&O Indemnity Amounts, such KKR
Indemnitor shall be subrogated to the rights of such KKR Indemnitee under any Company Indemnification Agreement or Company D&O Indemnity, as the case may be, in respect of such Unpaid D&O Indemnity Amounts. 

2. The Company hereby agrees that, to the fullest extent permitted by applicable law, its obligation to indemnify KKR Indemnified Parties
under the Company Indemnification Agreements shall include any amounts expended by any KKR Indemnitor under the KKR Indemnification Agreements in respect of indemnification or advancement of expenses to any KKR Indemnitee in connection with
litigation or other proceedings involving his or her service as a director or officer of the Company to the extent such amounts expended by such KKR Indemnitor are on account of any Unpaid D&O Indemnity Amounts. 

3. The Company hereby agrees that it shall not impose any additional conditions, other than those expressly set forth in the Company
Indemnification Agreements and the Company D&O Indemnity as of the date hereof, to indemnification and/or advancement of expenses and shall not seek or agree to any judicial or regulatory bar order that would prohibit KKR Indemnitee from
enforcing such KKR Indemnitee’s rights to indemnification and/or advancement of expenses. 
 4. The Company hereby agrees
that it will not amend any Company D&O Indemnity (a) described in clause (i) of the definition thereof as in effect on the date hereof to alter the rights of any KKR Indemnitee in any manner that would materially adversely alter any
KKR Indemnitee’s rights with respect to conduct pre-dating the date of any such amendment without the consent of KKR or (b) described in clause (ii) of the definition thereof as in effect on the date hereof to alter the rights of any
KKR Indemnitee in any manner that would alter any KKR Indemnitee’s rights with respect to conduct pre-dating the date of any such amendment without the consent of KKR. 

  
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 5. The Company hereby consents to the KKR Indemnitees sharing any information such KKR
Indemnitees receive from the Company with officers, directors, members, employees and representatives of KKR and its affiliates (other than other portfolio companies) and to the internal use by KKR and such affiliates of any information received
from the Company, subject, however, to (i) KKR maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of applicable law and (ii) the
recipient of such information being subject to an agreement (or being under a duty of trust or confidence) to maintain the shared information in confidence. 
 6. Except as otherwise provided herein, this Agreement may be amended or modified only by a writing executed by each of the parties hereto. 

7. The provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and the provisions of
Section 3 shall inure to the benefit of the KKR Indemnitees, all of whom are intended to be third party beneficiaries thereof. 
 8. This Agreement shall be governed by and construed in accordance with the laws of the state of incorporation of the Company regardless of the law that might be applied under principles of conflict of
laws to the extent such principles would require or permit the application of the laws of another jurisdiction. No suit, action or proceeding with respect to this Agreement may be brought in any court or before any similar authority other than in a
court of competent jurisdiction in the state of incorporation of the Company, and the parties hereto hereby submit to the exclusive jurisdiction of such courts for the purpose of such suit, proceeding or judgment. Each party irrevocably waives trial
by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein. 
 9. Wherever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. 
 10. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. A signature of a party transmitted by facsimile or other electronic means shall constitute an original for all purposes.


  
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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
in the first paragraph hereof. 
  

			
	KOHLBERG KRAVIS ROBERTS & CO. L.P
		
	By:	 	 David J. Sorkin

	Name:	 	David J. Sorkin
	Title:	 	General Counsel


  

			
	U. S. FOODSERVICE, INC.
		
	By:	 	 Juliette W. Pryor

	Name:	 	Juliette W. Pryor
	Title:	 	 Executive Vice President

General Counsel & Chief Ethics Officer










 ANNEX 1 – KKR MANAGED FUNDS

 KKR 2006 Fund L.P. 
 KKR PEI
Investments, L.P. 
 KKR Partners III, L.P. 
 OPERF Co-Investment LLC