Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

Incremental Senior Secured Term Loan Facility

On October 3, 2024, US Foods, Inc. (the "Company") entered into the Thirteenth Amendment (the "Term Loan Amendment") to the Amended and Restated Term Loan Credit Agreement, dated as of June 27, 2016 (as amended, the "Credit Agreement"), by and among the Company, the other loan parties party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and the lenders from time to time party thereto. The Term Loan Amendment provides for two new tranches of term loans under the Credit Agreement:

(a) incremental senior secured loans in an aggregate principal amount of $610 million scheduled to mature on November 22, 2028 (the "2024 Repriced Term Loans") and

(b) incremental senior secured loans in an aggregate principal amount of $725 million scheduled to mature on October 3, 2031 (the "2024 Replacement Term Loans" and together with 2024 Repriced Term Loans, the "New Term Loans").

Borrowings under the New Term Loans, together with the net proceeds from the offering of the Notes (as defined below) and cash on hand, were used (x) to repay in full the Company's existing term loans scheduled to mature on September 13, 2026 and (y) to repay in full (other than amounts that were rolled on a cashless basis into the 2024 Repriced Term Loans) the Company's existing term loans scheduled to mature on November 22, 2028, and to pay related fees and expenses.

Borrowings under the New Term Loans bear interest at a rate per annum equal to, at the Company's option, either the sum of Term SOFR plus a margin of 1.75%, or the sum of an alternative base rate plus a margin of 0.75%. The 2024 Repriced Term Loans are due upon maturity. The 2024 Replacement Term Loans amortize in equal quarterly installments at a rate per annum (expressed as a percentage of their original principal amount) of 1%, subject to customary adjustments in the event of any prepayment, with the balance due upon maturity.

Borrowings under the New Term Loans may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of SOFR-based borrowings and a 1.00% prepayment premium in the case of any "repricing transaction" within six months of the closing date.

The Company's obligations under the New Term Loans are guaranteed by certain of the Company's subsidiaries, and those obligations and the guarantees are secured by all the capital stock of the Company and its subsidiaries and substantially all the non-real estate assets of the Company and certain of its subsidiaries.

The Credit Agreement contains a number of customary covenants that, among other things, limit or restrict the ability of the Company and its restricted subsidiaries to dispose of certain assets, incur or guarantee additional indebtedness, repurchase or repay senior notes upon the occurrence of a change of control, make dividends and other restricted payments (including redemption of its stock, prepayments of subordinated obligations and making investments), incur or maintain liens, extend or refinance the asset-based senior secured revolving credit facility or engage in certain transactions with affiliates. The Credit Agreement also restricts the ability of the Company to engage in mergers or sell substantially all of its assets.

The Credit Agreement contains a number of customary events of default including non-payment of principal, interest or other amounts, violation of covenants, material inaccuracy of representations or warranties, cross payment default and cross acceleration to other material indebtedness, certain bankruptcy events, certain ERISA events, invalidity of material guarantees or security interests, material judgments and change of control.

The foregoing description of the Term Loan Amendment is not complete and is qualified in its entirety by the full text of the Term Loan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Senior Notes due 2033

On October 3, 2024, the Company completed its previously announced offering of $500 million aggregate principal amount of its 5.750% Senior Notes due 2033 (the "Notes"). The terms of the Notes are governed by an indenture dated as of October 3, 2024 (the "Indenture"), among the Company, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee.

The Notes mature on April 15, 2033 and bear interest at a rate of 5.750% per year payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2025. The Notes are unconditionally guaranteed on a senior unsecured basis by each of the Company's existing and future wholly-owned domestic subsidiaries that provide guarantees under the Company's senior secured term loan credit facilities.

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