US Foods, Inc. $375,000,000 8.5% Senior Notes due 2019 Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • February 8th, 2013 • Great North Imports, LLC • Wholesale-groceries & related products • New York
US Foods, Inc. (formerly U.S. Foodservice, Inc.), a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the purchasers named in Schedule I to the Purchase Agreement (the “Initial Purchasers”), for whom Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC are acting as representatives, an aggregate of $375,000,000 8.5% Senior Notes due 2019 of the Company (the “Notes”), which are unconditionally guaranteed by the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”). The Company, the Guarantors and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee (the “Trustee”), previously entered into an indenture, dated as of May 11, 2011, a first supplemental indenture thereto, dated as of December 6, 2012, and a second supplemental indenture thereto, dated as of December 27, 2012, and will enter into a third supplemental indentur
US FOODS, INC. as Issuer and the Subsidiary Guarantors from time to time party to the Indenture and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE DATED AS OF JANUARY 16, 2013Third Supplemental Indenture • February 8th, 2013 • Great North Imports, LLC • Wholesale-groceries & related products • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of January 16, 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.
