EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 WAIVER AND
CONSENT NO. 1 dated as of March 22, 2019 (this “Waiver”), among THE KRAFT HEINZ COMPANY, a Delaware corporation (“Kraft Heinz”), KRAFT HEINZ FOODS COMPANY, a Pennsylvania limited liability company (the
“Parent Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”). 

Reference is made to the Credit Agreement dated as of July 6, 2015 (as amended, supplemented or otherwise modified from time to time
prior to the date hereof, the “Credit Agreement”), among Kraft Heinz, the Parent Borrower, the Lenders party thereto, the Administrative Agent and J.P. Morgan Europe Limited, as London agent. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. 
 Kraft Heinz and the Parent Borrower have
requested, and the Administrative Agent and the Lenders party hereto (which constitute the Required Lenders) agree, in accordance with Section 9.01 of the Credit Agreement, to grant a one-time temporary
waiver of compliance with Section 5.01(c)(ii) with respect to the consolidated financial statements of Kraft Heinz and its Subsidiaries for the fiscal year ended December 29, 2018. 

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 

Section 1.    Waiver and Consent. Subject to the satisfaction of the conditions
precedent set forth in Section 3 hereof: 
 (a)    The Lenders party hereto hereby grant a one-time temporary waiver, until May 14, 2019 (the “Extension Deadline”), of compliance by Kraft Heinz and the Parent Borrower with the requirement to furnish to the Lenders a copy of the
consolidated financial statements of Kraft Heinz and its Subsidiaries for the fiscal year ended December 29, 2018, audited by PricewaterhouseCoopers LLP (or other independent auditors which, as of the date of this Agreement, are one of the
“big four” accounting firms) (the “2018 Annual Financial Statements”) as required by Section 5.01(c)(ii) of the Credit Agreement, it being understood and agreed that Section 5.01(c)(ii) of the Credit Agreement
shall be deemed to require Kraft Heinz and the Parent Borrower to furnish to the Lenders the 2018 Annual Financial Statements on or prior to the Extension Deadline. 

(b)    During the period from and after the Waiver Effective Date (as defined below) to and including the Extension
Deadline, the condition precedent to each Pro Rata Borrowing set forth in Section 3.03(b) of the Credit Agreement shall be deemed to be satisfied if such condition precedent would otherwise be satisfied but for the failure of Kraft Heinz and
the Parent Borrower to furnish the Annual Financial Statements to the Lenders within the period set forth in Section 5.01(c)(ii) of the Credit Agreement. 

Section 2.    Representations and Warranties. Kraft Heinz and the Parent Borrower
represents and warrants that as of the date hereof and the Waiver Effective Date: 












 (a)    After giving effect to this Waiver, the representations and
warranties of Kraft Heinz and the Parent Borrower contained in Article IV of the Credit Agreement and in the Holdco Guaranty Agreement are true and correct in all material respects; provided that, to the extent that such representations and
warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects. 

(b)    After giving effect to this Waiver, no Default or Event of Default has occurred and is continuing. 

Section 3.    Conditions to Effectiveness. 

This Waiver shall become effective on the first date (the “Waiver Effective Date”) on which the following conditions have
been satisfied: 
 (a)    The Administrative Agent shall have received executed counterparts of this Waiver by
(i) Kraft Heinz, (ii) the Parent Borrower, (iii) the Administrative Agent and (iv) the Required Lenders. 

(b)    The Administrative Agent shall have received a certificate, dated the Waiver Effective Date and signed by a duly
authorized officer of Kraft Heinz, confirming the accuracy of the representations and warranties contained in Section 2 hereof. 
 The
Administrative Agent shall notify Kraft Heinz, the Parent Borrower and the Lenders of the Waiver Effective Date and such notice shall be conclusive and binding. 

Section 4.    Fees and Expenses. 

Kraft Heinz and the Parent Borrower agree to reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by it in connection with this Waiver, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel
for the Administrative Agent. 
 Section 5.    Counterparts. 

This Waiver may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Waiver by facsimile transmission or other electronic
communication (i.e., TIF or PDF or other similar communication) shall be effective as delivery of a manually executed counterpart of this Waiver. 

Section 6.    Governing Law; Waiver of Right to Trial by Jury, Etc. 

THIS WAIVER AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW DOCTRINES. The provisions of Sections 9.03, 9.04(a), 9.04(c), 9.06, 9.11 and 9.16 of the Credit Agreement are hereby incorporated by reference as if
set forth in full herein, mutatis mutandis. 

  
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 Section 7.    Headings. 

The headings of this Waiver are for purposes of reference only and shall not be deemed to limit, amplify or modify the terms of this Waiver,
nor affect the meaning hereof. 
 Section 8.    Effect of Waiver; References to the
Credit Agreement. 
 Except as expressly set forth herein, this Waiver shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of any Agent, any Lender or any Issuing Bank under the Credit Agreement, the Holdco Guaranty Agreement or any agreement or document relating thereto, and except as expressly provided
in this Waiver, shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any such other agreement or document, all of
which are ratified and affirmed in all respects and shall continue in full force and effect. On and after the Waiver Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as waived and consented to hereby. Nothing herein shall entitle Kraft Heinz or the Parent Borrower to a consent to, or a waiver, extension,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Holdco Guaranty Agreement or any agreement or document relating thereto in any similar or different
circumstances. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed as of the
date first above written. 
  

					
	THE KRAFT HEINZ COMPANY,
		
	By:	 	/s/ Yang Xu
		 	Name:	 	Yang Xu
		 	Title:	 	Treasurer
	
	KRAFT HEINZ FOODS COMPANY,
		
	By:	 	/s/ Ciao Xing
		 	Name:	 	Ciao Xing
		 	Title:	 	Assistant Treasurer


  
  
  

[KRAFT HEINZ – WAIVER AND CONSENT NO. 1 TO CREDIT AGREEMENT] 












 
			
	 JPMORGAN CHASE BANK N.A., as

Administrative Agent and a Lender

		
	By:	 	/s/ Tony Yung
	Name:	 	Tony Yung
	Title:	 	Executive Director


  
  
  

[KRAFT HEINZ – WAIVER AND CONSENT NO. 1 TO CREDIT AGREEMENT] 













 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 Name of Lender: Banco Santander, S.A., New York Branch 

 

					
	by	 	 /s/ Rita Walz-Cuccioli

		 	Name:	 	Rita Walz-Cuccioli
		 	Title:	 	 Executive Director
 Bank Santander, S.A. New
York Branch

		 		 	


 For any Lender requiring a second signature line: 

 

					
	by	 	 /s/ Terence Corcoran

		 	Name:	 	Terence Corcoran
		 	Title:	 	 Executive Director
 Banco Santander, S.A, New
York Branch
















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 Name of Lender: Bank of America, N.A. 

 

					
	By:	 	 /s/ J. Casey Cosgrove

		 	Name:	 	J. Casey Cosgrove
		 	Title:	 	Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
							
	Name of Lender:
		
		 	Lender: BARCLAYS BANK PLC
			
	            	 	        by	 	 /s/ Jake Lan

		 		 	Name: Jake Lan
		 		 	Title: Assistant Vice President
	
	For any Lender requiring a second signature line:
			
		 	        by	 	              

		 		 	Name:	 	
		 		 	Title:	 	















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
							
	Name of Lender: BNP Paribas
		
		 	Lender:
			
	        	 	        by	 	 /s/ Mike Shryock

		 		 	Name:	 	Mike Shryock
		 		 	Title:	 	Managing Director
			
		 	        by	 	 /s/ Todd Grossnickle

		 		 	Name:	 	Todd Grossnickle
		 		 	Title:	 	Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
							
	Name of Lender: CITIBANK, N.A.
			
	        	 	by	 	 /s/ Piotr Marciszewski

		 		 	Name:	 	Pitor Marciszewski
		 		 	Title:	 	Vice President















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	Name of Lender: Credit Agricole Corporate and Investment Bank
	
	    Lender:
		
	        by	 	 /s/ Jill Wong

		 	Name:	 	Jill Wong
		 	Title:	 	Director
		
	        by	 	 /s/ Gordon Yip

		 	Name:	 	Gordon Yip
		 	Title:	 	Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	 Name of Lender: CREDIT SUISSE AG,

                             CAYMAN ISLANDS BRANCH

		
	            by	 	 /s/ Vipul Dhadda

		 	Name:	 	Vipul Dhadda
		 	Title:	 	Authorized Signatory
	
	For any Lender requiring a second signature line:
		
	            by	 	 /s/ Marc Zihlmann

		 	Name:	 	Marc Zihlmann
		 	Title:	 	Authorized Signatory


  













 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	Name of Lender: DEUTSCHE BANK AG NEW YORK BRANCH
			
		 	Lender:	 	
			
	        	 	        by	 	 /s/ Ming K. Chu

		 		 	Name: Ming K. Chu
		 		 	Title: Director
	
	For any Lender requiring a second signature line:
			
		 	        by	 	 /s/ Virginia Cosenza

		 		 	Name: Virginia Cosenza
		 		 	Title: Vice President















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
			
	Name of Lender: GOLDMAN SACHS BANK USA
	
	    Lender: GOLDMAN SACHS BANK USA
		
	        by	 	 /s/ Jamie Minieri

		 	Name: Jamie Minieri
		 	Title: Authorized Signatory















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
			
	Lender: HSBC BANK USA, N.A.
		
	    by	 	 /s/ Rafael De Paoli

		 	Name: Rafael De Paoli
		 	Title: Managing Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
			
	Name of Lender: Intesa Sanpaolo S.p.A., New York Branch
	
	    Lender:
		
	        by	 	 /s/ Jennifer Feldman Facciola

		 	Name: Jennifer Feldman Facciola
		 	Title: Vice President
		
	        by	 	 /s/ Francesco Di Mario

		 	Name: Francesco Di Mario
		 	Title: FVP & Head of Credit















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
			
	Name of Lender: MIZUHO BANK, LTD.
	
	    Lender:
		
	        by	 	 /s/ Tracy Rahn

		 	Name: Tracy Rahn
		 	Title: Authorized Signatory
	
	For any Lender requiring a second signature line:
		
	        by	 	  

		 	Name:
		 	Title:















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	Name of Lender: MORGAN STANLEY BANK N.A.
		
		 	Lender: MORGAN STANLEY BANK N.A.
			
	        	 	        By	 	 /s/ Christopher Tarnowsky

		 		 	Name: Christopher Tarnowsky
		 		 	Title: Authorized Signatory
		
		 	For any Lender requiring a second signature line:
			
		 	        by	 	  

		 		 	Name:
		 		 	Title:















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	Name of Lender: MUFG Bank, Ltd. (formerly known as The Bank of Tokyo-Mitsubishi UFJ, Ltd.)
			
	        	 	by	 	/s/ Reema Sharma
		 		 	  
 Name: Reema Sharma

		 		 	Title: Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
					
	Name of Lender:
	cooperatieve Rabobank U.A. New York Branch
		
		 	Lender:
			
	        	 	        by	 	 /s/ Justin Dupont-Nivet

		 		 	Name: Justin Dupont-Nivet
		 		 	Title: Executive Director
	
	For any Lender requiring a second signature line:
			
		 	        by	 	 /s/ Floris Rooijmans

		 		 	Name: Floris Rooijmans
		 		 	Title: Vice President


  













 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  

 
			
	Lender: ROYAL BANK OF CANADA
		
	    by	 	 /s/ John Flores

		 	Name: John Flores
		 	Title: Authorized Signatory















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  


					
	Name of Lender:
	
	    Standard Chartered Bank
			
		 	        by	 	 /s/ Guilherme Domingos

		 		 	Name: Guilherme Domingos - A3553
		 		 	Title: Director
		 		 	 Standard Chartered Bank
















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  


			
	Name of Lender: Sumitomo Mitsui Banking Corporation
		
	    By	 	 /s/ James D. Weinstein

		 	Name: James D. Weinstein
		 	Title: Managing Director















 SIGNATURE PAGE TO 

WAIVER AND CONSENT NO. 1 TO THE CREDIT AGREEMENT OF 

THE KRAFT HEINZ COMPANY AND KRAFT HEINZ FOODS COMPANY 
  


			
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION
		
	    By	 	 /s/ Mark Holm

		 	Name: Mark Holm
		 	Title: Managing Director