0000950157-20-000541 Sample Contracts

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 Agent
Indenture • 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:

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EIGHTH AMENDMENT
Term Loan Credit Agreement • April 29th, 2020 • 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”).

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, 2020
Notes 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”).

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