U.S. FOODSERVICE, INC. and the Subsidiary Guarantors from time to time parties hereto and WILMINGTON TRUST FSB as Trustee INDENTURE DATED AS OF MAY 11, 2011 8.5% SENIOR NOTES DUE 2019Indenture • December 28th, 2012 • Great North Imports, LLC • New York
INDENTURE, dated as of May 11, 2011 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among the Company (as defined herein), the Subsidiary Guarantors from time to time parties hereto, and Wilmington Trust FSB, as Trustee.
400,000,000.00 8.5% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 28th, 2012 • Great North Imports, LLC • New York
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • December 28th, 2012 • Great North Imports, LLC • 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GREAT NORTH IMPORTS, LLCLimited Liability Company Agreement • December 28th, 2012 • Great North Imports, LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GREAT NORTH IMPORTS, LLC, a Delaware limited liability company (the “Company”) is dated as of November 29, 2012, among US FOODS, INC., a Delaware corporation f/k/a U.S. Foodservice, Inc., and any other Persons who may be admitted to the Company as Members (each capitalized term as defined herein).
425,000,000 Term Loan CREDIT AGREEMENT among U.S. FOODSERVICE, INC., as the Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO and CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent Dated as of May 11, 2011 J.P. MORGAN...Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
CREDIT AGREEMENT, dated as of May 11, 2011, among U.S. FOODSERVICE, 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, the “Administrative Agent” and the “Collateral Agent”).
SEVERANCE AGREEMENTSeverance Agreement • December 28th, 2012 • Great North Imports, LLC • 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 Allan Swanson (the “Executive”).
ABL CREDIT AGREEMENT among RESTORE ACQUISITION CORP., to be merged with and into U.S. FOODSERVICE, as the Parent Borrower, The Several Subsidiary Borrowers signatory hereto, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITICORP NORTH AMERICA,...Abl Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
ABL CREDIT AGREEMENT, dated as of July 3, 2007, among RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and, until the Merger (as defined below), the “Parent Borrower”, as further defined in subsection 1.1), and each 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”), CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent, collateral agent and issuing lender for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent,” the “ABL Collateral Agent” and, as further defined in subsection 1.1, an “Issuing Lender”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”) and NATIXIS, as senior managing agent (the “Senior Managing Agent”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2012 • Great North Imports, LLC • New York
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated as of November 23, 2009 (this “Agreement”), is entered into by and among USF Holding Corp., a Delaware corporation (the “Company”), U.S. Foodservice, Inc., a Delaware corporation (“USF” and together with the Company, the “Company Entities”), Clayton, Dubilier & Rice Fund VII, L.P. (the “Investor”), Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P. (the “Co-Investment Fund”), CD&R Parallel Fund VII, L.P. (the “Parallel Fund”), CDR USF Co-Investor No. 2, L.P. (“Co-Investor No. 2” and, together with the Co-Investment Fund and the Parallel Fund, the “Other Investors”), Clayton, Dubilier & Rice, Inc. ( “CD&R Inc.”), Clayton, Dubilier & Rice, LLC (the “Manager”) and Clayton, Dubilier & Rice Holdings, L.P. (“CD&R LP”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • December 28th, 2012 • Great North Imports, LLC • 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 (i) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement) and/or (ii) the grant by the Company to you of Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). 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,
REVOLVING CREDIT AGREEMENT among RESTORE ACQUISITION CORP., to be merged with and into U.S. FOODSERVICE, as the Parent Borrower Certain Subsidiaries of the Parent Borrower signatory hereto THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITICORP...Revolving Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
REVOLVING CREDIT AGREEMENT, dated as of July 3, 2007, among RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and until the Merger (as defined below), the “Parent Borrower”, as further defined in subsection 1.1), and each 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”), CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent, collateral agent and issuing lender for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent,” the “Revolving Collateral Agent” and, as further defined in subsection 1.1, an “Issuing Lender”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”) and NATIXIS, as senior managing agent (the “Senior Managing Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2012 • Great North Imports, LLC • Delaware
This Subscription 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.
LIMITED LIABILITY COMPANY AGREEMENT OF E & H DISTRIBUTING, LLC A NEVADA LIMITED LIABILITY COMPANY PREAMBLELimited Liability Company Agreement • December 28th, 2012 • Great North Imports, LLC • Nevada
The undersigned sole member, U.S. Foodservice, Inc., a Delaware corporation (the “Member”) hereby forms E & H Distributing, LLC a Nevada limited liability company (the “Company”), pursuant to and in accordance with the Nevada Limited Liability Company Act, Section 86-490, and hereby declares the following to be the Limited Liability Company Agreement (the “Agreement”) of the Company as of the effective date of the Certificate of Formation of the Company.
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 DECEMBER 6, 2012First Supplemental Indenture • December 28th, 2012 • Great North Imports, LLC • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 6, 2012 (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.
Clayton, Dubilier & Rice, LLC 18th Floor New York, New York 10152Consulting Agreement • December 28th, 2012 • Great North Imports, LLC • New York
By letter agreement dated as of July 3,2007 (the “Original Consulting Agreement”), U.S. Foodservice, Inc. (the “Company”), a wholly owned subsidiary of U.S. Foodservice (“USF”) and an indirect, wholly owned subsidiary of USF Holding Corp. (“Parent”), retained Clayton, Dubilier & Rice, Inc. (“CD&R Inc.”). to provide management, consulting and financial services to the Company and its divisions, subsidiaries and affiliates (collectively, the “Company Group”).
GUARANTEE AND COLLATERAL AGREEMENT made by as the Borrower and certain of its Subsidiaries, in favor of CITICORP NORTH AMERICA, INC., as Administrative Agent and Collateral Agent Dated as of May 11, 2011Guarantee and Collateral Agreement • December 28th, 2012 • Great North Imports, LLC • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 11, 2011 made by U.S. FOODSERVICE, INC. (as further defined in subsection 1.1, the “Borrower”) in favor of CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ContractAbl Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
AMENDMENT NO. 1, dated as of May 11, 2011 (this “Amendment”), to the ABL Credit Agreement dated as of July 3, 2007, among 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 amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1, dated as of June 6, 2012 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among US FOODS, INC. (formerly known as U.S. Foodservice, Inc.), a Delaware corporation (the “Borrower”), each of the other Loan...Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
CREDIT AGREEMENT, dated as of July 3, 2007, among RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and until the Merger (as defined below), the “Borrower”, as further defined in subsection 1.1), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Term Collateral Agent”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”), and NATIXIS, as senior managing agent (the “Senior Managing Agent”).
ContractAbl Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
AMENDMENT NO. 2, dated as of November 28, 2011 (this “Amendment”), to the ABL Credit Agreement dated as of July 3, 2007, among US FOODS, INC. (f/k/a 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., as administrative agent, collateral agent and issuing lender for the Lenders thereunder (in such capacities, respectively, the “Administrative Agent”, the “ABL Collateral Agent” an “Issuing Lender”) DEUTSCHE BANK SECURITIES INC., as syndication agent and NATIXIS, as senior managing agent (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Cred
REVOLVING GUARANTEE AND COLLATERAL AGREEMENT made by RESTORE ACQUISITION CORP., to be merged with and intoRevolving Guarantee and Collateral Agreement • December 28th, 2012 • Great North Imports, LLC • New York
REVOLVING GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 3, 2007, made by RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and until the Merger (as defined below), the “Parent Borrower”, as further described in subsection 1.1) in favor of CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, the “Revolving Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Revolving Credit Agreement described below.
STOCKHOLDERS AGREEMENT of USF HOLDING CORP. dated as of July 3, 2007Stockholders Agreement • December 28th, 2012 • Great North Imports, LLC • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered as of July 3, 2007, among USF HOLDING CORP., a Delaware corporation (the “Company”), U.S. FOODSERVICE, INC., a Delaware Corporation (“USF Inc.”), 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 3.1(b) (each, a “Stockholder” and collectively, the “Stockholders”).
GUARANTEE AND COLLATERAL AGREEMENT made by RESTORE ACQUISITION CORP., to be merged with and into as the Borrower and certain of its Subsidiaries, in favor of CITICORP NORTH AMERICA, INC., as Administrative Agent and Term Collateral Agent Dated as of...Guarantee and Collateral Agreement • December 28th, 2012 • Great North Imports, LLC • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 3, 2007, made by RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and until the Merger (as defined below), the “Borrower”, as further defined in subsection 1.1) in favor of CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, the “Term Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
ABL GUARANTEE AND COLLATERAL AGREEMENT made by RESTORE ACQUISITION CORP., to be merged with and into U.S. FOODSERVICE, as the Parent Borrower and the several Subsidiary Borrowers signatory hereto, in favor of CITICORP NORTH AMERICA, INC., as...Abl Guarantee and Collateral Agreement • December 28th, 2012 • Great North Imports, LLC • New York
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 3, 2007, made by RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and, until the Merger (as defined below), the “Parent Borrower” (as further defined in subsection 1.1)) and each Subsidiary of the Parent Borrower party to the ABL Credit Agreement referenced below from time to time (each a “Borrower” and, together with the Parent Borrower, the “Borrowers”) in favor of CITICORP NORTH AMERICA, INC., as collateral agent (in such capacity, the “ABL Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the ABL Credit Agreement described below.
2,040,000,000 Term Loan CREDIT AGREEMENT among RESTORE ACQUISITION CORP., to be merged with and into U.S. FOODSERVICE, as the Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITICORP NORTH AMERICA, INC., as Administrative Agent and Term...Term Loan Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
CREDIT AGREEMENT, dated as of July 3, 2007, among RESTORE ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.” and until the Merger (as defined below), the “Borrower”, as further defined in subsection 1.1), the several banks and other financial institutions from time to time party to this Agreement (as further defined in subsection 1.1, the “Lenders”), CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “Term Collateral Agent”), DEUTSCHE BANK SECURITIES INC. (“DBSI”), as syndication agent (in such capacity, the “Syndication Agent”), and NATIXIS, as senior managing agent (the “Senior Managing Agent”).
Kohlberg Kravis Roberts & Co. L.P. Menlo Park, CA 94025Consulting Agreement • December 28th, 2012 • Great North Imports, LLC • New York
By letter agreement dated as of July 3, 2007 (the “Original Consulting Agreement”), U.S. Foodservice, Inc. (the “Company”), a wholly owned subsidiary of U.S. Foodservice (“USF”) and an indirect, wholly owned subsidiary of USF Holding Corp. (“Parent”), retained Kohlberg Kravis Roberts & Co. L.P. (“Manager”), to provide management, consulting and financial services to the Company and its divisions, subsidiaries and affiliates (collectively, the “Company Group”).
ContractAbl Credit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
AMENDMENT NO. 3, dated as of August 15, 2012 (this “Amendment”), to the ABL Credit Agreement dated as of July 3, 2007, among US FOODS, INC. (f/k/a 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 (in such capacity, the “Administrative Agent”), collateral agent (in such capacity, the “ABL Collateral Agent”) and issuing lender for the Lenders thereunder, and the other agents party thereto (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENTIndemnification & Liability • December 28th, 2012 • Great North Imports, LLC
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”).
ContractCredit Agreement • December 28th, 2012 • Great North Imports, LLC • New York
AMENDMENT NO. 2, dated as of December 6, 2012 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among US FOODS, INC. (formerly known as U.S. Foodservice, Inc.), a Delaware corporation (the “Borrower”), each of the other Loan Parties, CITICORP NORTH AMERICA, INC. (“Citi”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the Lenders party hereto, and amends the Term Loan Credit Agreement, dated as of July 3, 2007, among the Borrower, the several banks and other financial institutions from time to time party thereto (the “Lenders”), the Administrative Agent, the Term Collateral Agent, and the other agents party thereto (as amended, restated, modified and supplemented from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENTIndemnification & Liability • December 28th, 2012 • Great North Imports, LLC
This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of April 15, 2010 (this “Agreement”), is among the funds managed by Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CDR Manager”), set forth on Annex 1 (the “Funds”), CDR Manager, Clayton, Dubilier & Rice Holdings, L.P., a Cayman Islands exempted limited partnership (“Holdings”), Clayton, Dubilier & Rice, Inc., a Delaware company (“CDR Inc.”), and U.S. Foodservice, Inc., a Delaware corporation (including its subsidiaries, the “Company”).
