US FOODS, INC. as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF JUNE 27, 2016 PROVIDING FOR ISSUANCE OF NOTES IN SERIESUs Foods, Inc. • June 28th, 2016 • Wholesale-groceries & related products • New York
INDENTURE, dated as of June 27, 2016 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among U.S. Foods, Inc., a corporation organized under the laws of the State of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust, National Association, a national banking association, as Trustee.
SEVERANCE AGREEMENTSeverance Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
This Severance Agreement (the “Agreement”), effective as of the date set forth below, is made and entered into by and between US Foods, Inc. (the “Employer”) and Mark Scharbo (the “Executive”).
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 20 (the “Effective Date”) among USF Holding Corp., a Delaware corporation (the “Company”) and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
AGREEMENT AND PLAN OF MERGER among USF HOLDING CORP., SYSCO CORPORATION, SCORPION CORPORATION I, INC. and SCORPION COMPANY II, LLC Dated as of December 8, 2013Agreement and Plan of Merger • December 9th, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of December 8, 2013, by and among USF Holding Corp., a Delaware corporation (“Company”), Sysco Corporation, a Delaware corporation, (“Parent”), Scorpion Corporation I, Inc., a Delaware corporation (“Merger Sub One”) and Scorpion Company II, LLC, a Delaware limited liability company (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”). Certain capitalized terms used herein are defined in Article I.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of US FOODS HOLDING CORP. dated as of June 1, 2016Stockholders Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of June 1, 2016, among US FOODS HOLDING CORP., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof (each, a “Stockholder” and collectively, the “Stockholders”).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between USF Holding Corp., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to, among other things, shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), that may be held by you. The undersigned, Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P. and CDR USF Co-Investor No. 2, L.P. (collectively, the “CD&R Investors”) and KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC (collectively, the “KKR Investors” and together with the CD&R Investors, each an “Investor” and together the “Investors”), hereby agrees with you as follows, effective as of the Effective Date (as defined in the Stockholder’s Agreement):
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 20th, 2015 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of December 10, 2014 (the “Grant Date”), between USF Holding, Corp., a Delaware corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or of a Service Recipient, hereinafter referred to as the “Grantee”.
February 24, 2014 Mr. Stuart S Schuette Re: Retention Award Dear Stuart:Us Foods, Inc. • May 12th, 2014 • Wholesale-groceries & related products • Illinois
As you know, we anticipate a business combination later this year between Sysco Corporation (“Sysco”) and US Foods, Inc. (the “Company”). In order to recognize your contributions, and to encourage you to remain with the Company through this period and after the transaction closes to assist with anticipated transition issues, I am pleased to advise you that you have been selected to receive a cash award (the “Retention Award”) based on the terms outlined below (this letter agreement, the “Agreement”).
AMENDMENT NO. 5, dated as of October 20, 2015 (this “Amendment”), among US FOODS, INC. (formerly known as U.S. FOODSERVICE, INC.), a Delaware corporation (the “Parent Borrower”), each Subsidiary of the Parent Borrower party to the Credit Agreement (as...Credit Agreement • October 26th, 2015 • Us Foods, Inc. • Wholesale-groceries & related products • New York
AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of October 20, 2015, among US FOODS, INC. (the “Parent Borrower”, as further defined in subsection 1.1), and each Domestic Subsidiary of the Parent Borrower party hereto from time to time (each a “Borrower,” and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent” as further defined in subsection 1.1) and as an Issuing Lender, and CITICORP NORTH AMERICA, INC., (“Citi”) as collateral agent (in such capacity, the “ABL Collateral Agent” as further defined in subsection 1.1) for the Lenders hereunder.
Amendment No. 1 to the Management Stockholder’s AgreementManagement Stockholder’s Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products
This Amendment No. 1 (this “Amendment”) to the Management Stockholder’s Agreement, dated as of [●], 201[●] (the “Management Stockholder’s Agreement”), is dated as of [●], 2016, between the undersigned person (the “Management Stockholder”) and US Foods Holding Corp., a Delaware corporation f/k/a USF Holding Corp. (the “Company”). Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Management Stockholder’s Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2016, by and among US Foods Holding Corp., a Delaware corporation (the “Company”) and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(c) (individually, an “Investor Stockholder” and collectively, the “Investor Stockholders”).
FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of , 20 (the “Grant Date”), between USF Holding Corp., a Delaware corporation (hereinafter called the “Company”), and [ ], an employee of the Company or other Service Recipient, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Management Stockholder’s Agreement (each as defined below).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT, dated as of [ ], 20[ ] (the “Grant Date”) is made by and between USF Holding Corp., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or other Service Recipient, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2007 Stock Incentive Plan for Key Employees of USF Holding Corp. and its Affiliates, as amended from time to time (the “Plan”).
SYSCO CORPORATION STOCKHOLDERS AGREEMENT Dated as of December 8, 2013Sysco Corporation Stockholders Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
STOCKHOLDERS AGREEMENT, dated as of December 8, 2013 (this “Agreement”), among Sysco Corporation, a Delaware corporation (the “Company”), Clayton, Dubilier & Rice, LLC (“CD&R”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and each of the stockholders whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(i) hereof.
Re: 2015 Retention Award AgreementRetention Award Agreement • May 11th, 2015 • Us Foods, Inc. • Wholesale-groceries & related products • Illinois
Reference is made to the Retention Award letter agreement, dated February 24, 2014 (the “Original Agreement”), pursuant to which you were selected to receive a cash retention award in connection with the anticipated consummation of the proposed business combination (the “Proposed Transaction”) between US Foods, Inc. (the “Company”) and Sysco Corporation (“Sysco”).
Re: 2015 Transaction Bonus AgreementUs Foods, Inc. • May 11th, 2015 • Wholesale-groceries & related products • Illinois
Reference is made to the Transaction Bonus letter agreement, dated February 24, 2014 (the “Original Agreement”), pursuant to which you were selected to receive a cash bonus in connection with the anticipated consummation of the proposed business combination between US Foods, Inc. (the “Company”) and Sysco Corporation (the “Proposed Transaction”).
Termination AgreementTermination Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products • New York
ContractUs Foods, Inc. • June 24th, 2015 • Wholesale-groceries & related products • New York
AMENDMENT NO. 4, dated as of June 19, 2015 (this “Amendment”), to the ABL Credit Agreement dated as of July 3, 2007, as amended by Amendment No. 1, dated as of May 11, 2011, Amendment No. 2, dated as of December 15, 2011 and Amendment No. 3, dated as of August 15, 2012, among US FOODS, INC. (formerly known as U.S. FOODSERVICE, INC.), a Delaware corporation (the “Parent Borrower”), and each Subsidiary of the Parent Borrower party thereto from time to time (each a “Borrower,” and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent, collateral agent and issuing lender for the Lenders thereunder, DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent and NATIXIS, as senior managing agent (the “Senior Managing Agent”) (as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capita
Re: Retention AwardUs Foods, Inc. • May 12th, 2014 • Wholesale-groceries & related products • Illinois
As you know, we anticipate a business combination later this year between Sysco Corporation (“Sysco”) and US Foods, Inc. (the “Company”). In order to recognize your contributions, and to encourage you to remain with the Company through this period and after the transaction closes to assist with anticipated transition issues, I am pleased to advise you that you have been selected to receive a cash award (the “Retention Award”) based on the terms outlined below (this letter agreement, the “Agreement”).
February 24, 2014 Mr. Mark W Scharbo Re: Retention Award Dear Mark:Us Foods, Inc. • May 12th, 2014 • Wholesale-groceries & related products • Illinois
As you know, we anticipate a business combination later this year between Sysco Corporation (“Sysco”) and US Foods, Inc. (the “Company”). In order to recognize your contributions, and to encourage you to remain with the Company through this period and after the transaction closes to assist with anticipated transition issues, I am pleased to advise you that you have been selected to receive a cash award (the “Retention Award”) based on the terms outlined below (this letter agreement, the “Agreement”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 19th, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 19, 2013 (this “Supplemental Indenture”), among US Foods, Inc. (formerly known as U.S. Foodservices, Inc., the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee under the Indenture referred to below.
SECOND AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • August 11th, 2015 • Us Foods, Inc. • Wholesale-groceries & related products
The provisions of this Amendment will govern and control over any and all conflicting and/or inconsistent provisions of like or similar nature in that certain Severance Agreement (“Severance Agreement”) entered into between Executive and US Foods, Inc. (f/k/a U.S. Foodservice, Inc., and referred to herein as the “Employer” or the “Company”).
Non-Solicitation and Non-Disclosure AgreementNon-Disclosure Agreement • August 11th, 2015 • Us Foods, Inc. • Wholesale-groceries & related products • Illinois
US Foods, Inc. (the “Company” as defined below) and Employee, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, knowingly and voluntarily agree as follows:
FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 31st, 2013 • Us Foods, Inc. • Wholesale-groceries & related products • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made effective as of [ ], 20[ ] (the “Grant Date”), between USF Holding, Corp., a Delaware corporation (hereinafter called the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or of a Service Recipient, hereinafter referred to as the “Grantee”.
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • March 20th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products
The provisions of this Amendment will govern and control over any and all conflicting and/or inconsistent provisions of like or similar nature in that certain Severance Agreement (“Severance Agreement”) entered into between Executive and US Foods, Inc. (f/k/a U.S. Foodservice, Inc., and referred to herein as the “Employer”).
December 8, 2013Letter Agreement • August 12th, 2014 • Us Foods, Inc. • Wholesale-groceries & related products
This letter agreement relates to that certain Agreement and Plan of Merger, dated as of December 8, 2013 by and among USF Holdings Corp., Sysco Corporation, Scorpion Corporation I, Inc. and Scorpion Company II, LLC (the “Merger Agreement”). All capitalized terms used in this letter agreement and not defined herein shall be as defined in the Merger Agreement. In consideration for the payments and other benefits you shall receive upon the Closing of the Mergers, you agree to waive your rights to $3,000,000 of any payments that would become due to you pursuant to the terms of Section 5.2 of the Severance Agreement dated as of September 12, 2010 (the “Severance Agreement”) between you and US Foods, Inc., f/k/a U.S. Foodservices Inc. (“US Foods”) upon the Closing in the event you terminate your employment for Good Reason or the Company terminates you without Cause.
Termination AgreementTermination Agreement • June 1st, 2016 • Us Foods, Inc. • Wholesale-groceries & related products • New York
