Standard Contracts
US Foods Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • December 4th, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledDecember 4th, 2017 Company Industry JurisdictionThe stockholders named in Schedule II hereto (the “Selling Stockholders”) of US Foods Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 39,955,545 shares (the “Shares”), par value $0.01 per share (“Stock”), of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” in this Agreement shall mean the singular “Underwriter.”
US Foods Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledMay 20th, 2016 Company Industry JurisdictionUS Foods Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 44,444,444 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 6,666,667 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives” or “you”) in connection with the offering and sale of the Shares.
US FOODS, INC., as the Company, the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Trustee INDENTURE DATED AS OF OCTOBER 3, 2024 5.750% Senior Notes due 2033Indenture • October 3rd, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledOctober 3rd, 2024 Company Industry JurisdictionINDENTURE, dated as of October 3, 2024 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among US 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.
Underwriting AgreementUnderwriting Agreement • May 26th, 2023 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledMay 26th, 2023 Company IndustryKKR Fresh Holdings L.P., a Delaware limited partnership (the “Selling Stockholder”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 17,425,053 shares (including the Repurchase Shares (as defined below), the “Shares”) of common stock, par value $0.01 per share (“Stock”), of US Foods Holding Corp., a Delaware corporation (the “Company”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Underwriters” in this Agreement shall mean the singular “Underwriter.”
TWELFTH AMENDMENTCredit Agreement • February 29th, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledFebruary 29th, 2024 Company Industry JurisdictionAMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of June 27, 2016, among US FOODS, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and as further defined in subsection 1.1., the “Administrative Agent” and the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledMay 6th, 2020 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT, dated as of May 6, 2020 (the “Agreement”), by and among US Foods Holding Corp., a Delaware corporation (the “Company”), and KKR Fresh Aggregator L.P., a Delaware limited partnership (together with its successors and assigns, the “Investor”). The Investor and any other party that may become a party hereto pursuant to Section 9(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder”.
US Foods Holding Corp. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 10th, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledMay 10th, 2017 Company Industry JurisdictionThe stockholders named in Schedule II-A hereto (the “Sponsor Selling Stockholders”) and Schedule II-B hereto (the “Management Selling Stockholders,” and, together with the Sponsor Selling Stockholders, the “Selling Stockholders”) of US Foods Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 35,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,250,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”
SEVERANCE AGREEMENTSeverance Agreement • January 13th, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledJanuary 13th, 2017 Company Industry JurisdictionThis Severance Agreement (the “Agreement”), effective as of the date set forth below, is made and entered into by and between U.S. Foodservice, Inc. (the “Employer”) and Keith Rohland (the “Executive”).
INVESTMENT AGREEMENT by and among US FOODS HOLDING CORP., and KKR FRESH AGGREGATOR L.P. Dated as of April 21, 2020Investment Agreement • April 21st, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledApril 21st, 2020 Company Industry JurisdictionINVESTMENT AGREEMENT, dated as of April 21, 2020 (this “Agreement”), by and among US Foods Holding Corp., a Delaware corporation (the “Company”) and KKR Fresh Aggregator L.P., a Delaware limited partnership (the “Investor”).
Underwriting AgreementUnderwriting Agreement • January 23rd, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJanuary 23rd, 2017 Company Industry JurisdictionThe stockholders named in Schedule II hereto (the “Selling Stockholders”) of US Foods Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 4,500,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). Goldman, Sachs & Co., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives” or “you”) in connection with the offering and sale of the Shares.
AMENDMENT NO. 4Abl Credit Agreement • May 2nd, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledMay 2nd, 2024 Company Industry JurisdictionABL CREDIT AGREEMENT, dated as of May 31, 2019, among US FOODS, INC. (as further defined in subsection 1.1, the “Parent Borrower”), 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 lenders (as further defined in subsection 1.1, the “Lenders”), each of the several banks and financial institutions from time to time party to this Agreement as issuing lenders (as further defined in subsection 1.1, the “Issuing Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity and as further defined in subsection 1.1, the “Administrative Agent”), as an Issuing Lender, as swing line lender (in such capacity and as further defined in subsection 1.1, the “Swing Line Lender”) and as collateral agent (in such capacity and as further defined in subsec
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTIndemnification Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledMay 20th, 2016 Company Industry JurisdictionIndemnification Agreement (this “Agreement”), dated as of [●], 2016, by and among US Foods, Inc., a Delaware corporation (“USF”), US Foods Holding Corp., a Delaware corporation (“Holding”, and USF individually a “Company” and together the “Companies”) and [●] (“Indemnitee”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • May 9th, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledMay 9th, 2024 Company IndustryThis Executive Severance Agreement (the “Agreement”), effective as of _____, _, 2024, (the “Effective Date”), is made and entered into by and between US Foods, Inc. (the “Employer” or the “Company”) and ____________ the “Executive”).
TENTH AMENDMENTTerm Loan Credit Agreement • June 2nd, 2023 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 2nd, 2023 Company Industry JurisdictionTENTH AMENDMENT dated as of June 1, 2023 (this “Amendment”), between US FOODS, INC., a Delaware corporation (the “Borrower”), and CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent (the “Administrative Agent”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT of US FOODS HOLDING CORP. dated as of June 1, 2016Stockholders Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 1st, 2016 Company Industry JurisdictionTHIS 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”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledMay 20th, 2016 Company Industry Jurisdiction
Amendment No. 1 to the Management Stockholder’s AgreementManagement Stockholder’s Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledJune 1st, 2016 Company IndustryThis 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 Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 1st, 2016 Company Industry JurisdictionREGISTRATION 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”).
COOPERATION AGREEMENTCooperation Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledMay 10th, 2022 Company Industry JurisdictionThis COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2022, by and between US Foods Holding Corp., a Delaware corporation (the “Company”), and Sachem Head Capital Management LP, a Delaware limited partnership, Sachem Head LP, a Delaware limited partnership, Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands, SH Sagamore Master VIII Ltd., an exempted company incorporated under the laws of the Cayman Islands, SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands, Uncas GP LLC, a Delaware limited liability company, and Sachem Head GP LLC, a Delaware limited liability company (collectively, “Sachem Head”). The Company and Sachem Head are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein shall have the meanings set forth in Section 16 of this Agreement.
THIRD AMENDMENTCredit Agreement • August 9th, 2017 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledAugust 9th, 2017 Company Industry JurisdictionWHEREAS, the Borrower is party to the Credit Agreement, dated as of May 11, 2011, by and among the Borrower, Citi as the Administrative Agent and Collateral Agent, and the Lenders and other financial institutions party thereto (such Credit Agreement, as amended by the First Amendment, dated as of June 7, 2013, as amended and restated by the Second Amendment, dated as of June 27, 2016, and as further amended, restated, modified and supplemented from
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
Contract Type FiledMay 20th, 2016 Company Industry JurisdictionThis Management Stockholder’s Agreement (this “Agreement”) is entered into as of [●], 2016 (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.
US Foods Holding Corp. 8-KExecutive Severance Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledMay 10th, 2022 Company IndustryThis letter agreement (this “Agreement”) is intended to set forth our mutual understanding and agreement regarding certain aspects of your appointment as Interim Chief Executive Officer of US Foods Holding Corp. (the “Company”). You and the Company hereby agree to the following modifications to the Amended and Restated Executive Severance Agreement between you and the Company, dated as of February 7, 2021 (the “Executive Severance Agreement”) and certain equity awards granted to you under the US Foods Holding Corp. 2019 Long-Term Incentive Plan (the “Plan”). Capitalized terms used in this Agreement that are not defined herein have the meanings set forth in the Executive Severance Agreement or the Plan, as applicable.
ADDITIONAL REVOLVING CREDIT AMENDMENT AND AGREEMENTAdditional Revolving Credit Amendment and Agreement • May 6th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledMay 6th, 2020 Company IndustryADDITIONAL REVOLVING CREDIT AMENDMENT AND AGREEMENT dated as of May 4, 2020 (this “Agreement”), to the ABL CREDIT AGREEMENT dated as of May 31, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended and otherwise modified by this Agreement, the “Amended Credit Agreement”), among US FOODS, INC., a Delaware corporation (the “Parent Borrower”), the other Loan Parties party thereto, each lender from time to time party thereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and ABL Collateral Agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended Credit Agreement. The rules of construction set forth in subsection 1.2 of the Amended Credit Agreement shall apply to this Agreement mutatis mutandis.
US FOODS, INC. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE 27, 2016First Supplemental Indenture • June 28th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 28th, 2016 Company Industry JurisdictionFIRST SUPPLEMENTAL INDENTURE, dated as of June 27, 2016 (this “Supplemental Indenture”), among US Foods, Inc. (the “Company”), as issuer, the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 30th, 2018 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJuly 30th, 2018 Company Industry Jurisdiction
Form of Termination Agreement]Termination Agreement • May 13th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledMay 13th, 2016 Company Industry JurisdictionReference is made to the Amended and Restated Consulting Agreement (the “Consulting Agreement”), dated as of November 23, 2009, among US Foods Holdings Corp. (formally known as USF Holding Corp.) (the “Parent”), US Foods, Inc. (formally known as U.S. Foodservice, Inc.) (the “Company”), a wholly owned subsidiary of the Parent, and [●]. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Consulting Agreement.
Termination AgreementTermination Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 1st, 2016 Company Industry Jurisdiction
SEVENTH AMENDMENTCredit Agreement • November 27th, 2019 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledNovember 27th, 2019 Company Industry JurisdictionWHEREAS, the Borrower is party to the credit agreement, dated as of May 11, 2011, by and among the Borrower, the Administrative Agent and Collateral Agent and the banks and other financial institutions party thereto, as Lenders, as amended by the First Amendment, dated as of June 7, 2013 (the “First Credit Agreement Amendment”), as amended and restated by the Second Amendment, dated as of June 27, 2016, as amended by the Third Amendment, dated as of February 17, 2017, as amended by the Fourth Amendment, dated as of November 30, 2017, as amended by the Fifth Amendment, dated as of June 22, 2018, and as amended by the Sixth Amendment, dated as of September 13, 2019 (such credit agreement, as further amended, restated, modified and supplemented from time to time prior to the Seventh Amendment Effective Date (as defined below), the “Existing Credit Agreement”; the Existing Credit Agreement as amended pursuant to this Amendment, the “Amended Credit Agreement”);
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 13th, 2019 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledSeptember 13th, 2019 Company IndustryAMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of September 4, 2019 (this “Amendment”), to the Stock Purchase Agreement, dated as of July 28, 2018, (the “Stock Purchase Agreement”), is entered into by and among US Foods, Inc. (“Buyer”) and Services Group of America, Inc. (“Seller”, together with Buyer, the “Parties”). Capitalized terms used but not defined herein shall have the meanings set forth in the Stock Purchase Agreement.
Termination AgreementTermination Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledJune 1st, 2016 Company Industry Jurisdiction
Re: Award Agreement Amendment Dear [____________], Your commitment to and leadership of US Foods have never been more important. In recognition of your contributions and to help to retain you as the Company searches for a permanent Chief Executive...Award Agreement Amendment • August 11th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products
Contract Type FiledAugust 11th, 2022 Company IndustryThis agreement is an amendment to your award agreements under the Plan, which remain in full force and effect as amended. The award agreements and this agreement contain the entire agreement between you and US Foods with respect to the Accelerated Vesting. This agreement may not be modified by either party except by a writing signed by both parties.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledMay 20th, 2016 Company Industry JurisdictionREGISTRATION RIGHTS AGREEMENT, dated as of [●], 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”).
THIRTEENTH AMENDMENTCredit Agreement • October 3rd, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledOctober 3rd, 2024 Company Industry JurisdictionAMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of June 27, 2016, among US FOODS, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and as further defined in subsection 1.1., the “Administrative Agent” and the “Collateral Agent”).
NOTES COLLATERAL AGREEMENT made by US FOODS, INC., as the Issuer and certain of its Subsidiaries, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Dated as of April 28, 2020Notes Collateral Agreement • April 29th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledApril 29th, 2020 Company Industry JurisdictionNOTES COLLATERAL AGREEMENT, dated as of April 28, 2020 made by US FOODS, INC. (as further defined in subsection 1.1, the “Issuer”) and certain Subsidiaries of the Issuer that are or hereafter become party hereto in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as collateral agent under the Indenture (as defined below) (in such capacity, the “Collateral Agent”).
ELEVENTH AMENDMENTCredit Agreement • August 22nd, 2023 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Contract Type FiledAugust 22nd, 2023 Company Industry JurisdictionAMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT, dated as of June 27, 2016, among US FOODS, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and as further defined in subsection 1.1., the “Administrative Agent” and the “Collateral Agent”).