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
The 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
US 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 TrusteeUS Foods Holding Corp. • November 24th, 2021 • Wholesale-groceries & related products • New York
INDENTURE, dated as of November 22, 2021 (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
KKR 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.”
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
The 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”
US FOODS, INC., as the Company, the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the TrusteeSupplemental Indenture • September 25th, 2023 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
INDENTURE, dated as of September 25, 2023 (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.
SEVERANCE AGREEMENTSeverance Agreement • January 13th, 2017 • US Foods Holding Corp. • 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 U.S. Foodservice, Inc. (the “Employer”) and Keith Rohland (the “Executive”).
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
This 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
REGISTRATION 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”.
TWELFTH AMENDMENTTerm Loan Credit Agreement • February 29th, 2024 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
AMENDED 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”).
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
INVESTMENT 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
The 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.
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
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”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 20th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
AMENDMENT NO. 3Credit Agreement • December 13th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
ABL 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
Amendment No. 1 to the Management Stockholder’s AgreementManagement Stockholder’s Agreement • June 1st, 2016 • US Foods Holding Corp. • 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 Holding Corp. • 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”).
COOPERATION AGREEMENTCooperation Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products • Delaware
This 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 AMENDMENTUS Foods Holding Corp. • August 9th, 2017 • Wholesale-groceries & related products • New York
WHEREAS, 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
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • November 28th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products
This Executive Severance Agreement (the “Agreement”), effective as of the date set forth on the signature page below (the “Effective Date”) is made and entered into by and between US Foods Holding Corp. (the “Employer” or the “Company”) and Mr. David Flitman (the “Executive”).
US FOODS, INC., as Issuer and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and as Collateral AgentCollateral Agreement • April 29th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
In connection with our proposed sale of $________ aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly, we hereby certify as follows:
US Foods Holding Corp. 8-KLetter Agreement • May 10th, 2022 • US Foods Holding Corp. • Wholesale-groceries & related products
This 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
ADDITIONAL 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, 2016Indenture • June 28th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
FIRST 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
Form of Termination Agreement]Termination Agreement • May 13th, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
Reference 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.
ABL CREDIT AGREEMENT among US FOODS, INC., as the Parent Borrower, The Several Subsidiary Borrowers party hereto from time to time, THE SEVERAL LENDERS AND ISSUING LENDERS FROM TIME TO TIME PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Abl Credit Agreement • June 4th, 2019 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
ABL 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, the “ABL Collateral Agent” as fu
Termination AgreementTermination Agreement • June 1st, 2016 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
SEVENTH AMENDMENTSeventh Amendment • November 27th, 2019 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
WHEREAS, 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
AMENDMENT 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
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...US Foods Holding Corp. • August 11th, 2022 • Wholesale-groceries & related products
This 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
REGISTRATION 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”).
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
NOTES 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”).
AGREEMENT AND PLAN OF MERGER by and among US FOODS, INC., CNC MERGER SUB, INC.,Agreement and Plan of Merger • March 6th, 2020 • US Foods Holding Corp. • Wholesale-groceries & related products • New York
This AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2020 (this “Agreement”), is entered into by and among US Foods, Inc., a Delaware Corporation (“Buyer”), CNC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Smart Stores Holdings Corp., a Delaware corporation (the “Company”), and Smart & Final Holdings, Inc., a Delaware corporation, as the Stockholders’ Representative under this Agreement (in such capacity, the “Stockholders’ Representative”). Buyer, Merger Sub, the Company and the Stockholders’ Representative are each referred to in this Agreement individually as a “Party” and, collectively, as the “Parties”.
