EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 
 THE KRAFT HEINZ
COMPANY 
 KRAFT HEINZ FOODS COMPANY 
 JPMorgan
Chase Bank, N.A. 
 JPM Loan & Agency Services 
 500
Stanton Christiana Road, NCC 5, 1st Floor 
 Newark, DE 19713-2107 

Attention of Michelle Keesee 
 Lenders under the Credit Agreement
referred to below 
 March 23, 2020 

Revolving Maturity Date Extension 

Reference is made to the Credit Agreement dated as of July 6, 2015, as amended by the First Amendment dated as of May 4, 2016 and
the Second Amendment dated as of June 15, 2018 (as so amended and as otherwise heretofore amended, the “Credit Agreement”), among The Kraft Heinz Company, a Delaware corporation (“Kraft Heinz”), Kraft Heinz
Foods Company, a Pennsylvania limited liability company (the “Parent Borrower” and, together with Kraft Heinz, the “Companies”), the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as
administrative agent, and J.P. Morgan Europe Limited, as London agent. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement. 

The Parent Borrower has requested that the Revolving Lenders agree to extend the scheduled Revolving Maturity Date from July 6, 2023 to
July 6, 2024 (the “Extension”). In connection with the Extension, each of JPMorgan, Barclays Bank PLC, Citibank, N.A., Goldman Sachs Bank USA, BofA Securities, Inc., Morgan Stanley Senior Funding, Inc. and Wells Fargo
Securities, LLC is appointed as a joint lead arranger and joint bookrunner for the Extension. 
 Each of the undersigned Revolving Lenders
hereby agrees (in the case of any such Revolving Lender that is also an Issuing Bank or a Swingline Lender, both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable) that, from and after the
Extension Effective Date (as defined below), the term “Revolving Maturity Date” set forth in the Credit Agreement shall be amended, solely as to the Revolving Lenders (including, as applicable, in their capacities as Issuing Banks and
Swingline Lenders) agreeing to the Extension and their successors and assigns, to replace the phrase “the date that is five years after the Second Amendment Effective Date” with “July 6, 2024”. 

Each of the undersigned Revolving Lenders hereby waives, in each case solely with respect to the Extension, (a) the requirement set forth
in Section 2.10(b)(i) of the Credit Agreement that the notice by the Parent Borrower requesting the Extension be delivered at least 30 days but not more than 45 days prior to an anniversary of the Second Amendment Effective Date, it being
agreed by the parties hereto that the notice heretofore delivered by the Parent Borrower to the Administrative Agent in connection with the Extension shall be deemed to satisfy such requirement, and (b) the provisions set forth in
Section 2.10(b)(iii) of the Credit Agreement that condition the effectiveness of any extension of the Revolving Maturity Date effected under Section 2.10(b) of the Credit Agreement on the satisfaction of the conditions in
Sections 3.03(a) and 3.03(b) of the Credit Agreement as of the Extension Date (as defined in the Credit Agreement), it being agreed by the parties hereto that such condition shall be deemed to be replaced in its entirety with the condition set
forth in clause (b) in the next succeeding 












 
paragraph. Except as set forth in the immediately preceding sentence, for all purposes of the Credit Agreement the Extension shall be deemed to be made under, and shall be subject to the
provisions of, Section 2.10(b) of the Credit Agreement. 
 The Extension shall become effective on the first date (the
“Extension Effective Date”) on which each of the following conditions shall have been satisfied or waived: 

(a)    the Administrative Agent shall have executed this letter agreement and shall have received from the
Parent Borrower, Kraft Heinz and the Revolving Lenders constituting at least a Majority in Interest of the Revolving Lenders either (i) a counterpart of this letter agreement signed on behalf of such Person or (ii) evidence satisfactory to
the Administrative Agent (which may include a facsimile or electronic image scan transmission) that such party has signed a counterpart of this letter agreement; 

(b)    the Administrative Agent shall have received a certificate of a duly authorized officer of Kraft
Heinz, dated the Extension Effective Date, to the effect that, on and as of the Extension Effective Date, (i) the representations and warranties contained in Section 4.01 of the Credit Agreement (with such representations and warranties
being deemed, for purposes of this clause (b), to include a reference to this letter agreement after each reference to the Credit Agreement in the text thereof) are correct in all material respects, before and after giving effect to the amendments
set forth herein, as though made on and as of such date; provided that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” or by similar language shall be true and correct in
all respects on such date, and (ii) no Default or Event of Default has occurred and is continuing as of such date; and 

(c)    the Administrative Agent shall have received all fees and other amounts due and payable in
connection with the Extension to JPMorgan Chase Bank, N.A. or the Revolving Lenders party hereto and, to the extent invoiced, reimbursement or payment of all reasonable
out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by Kraft Heinz and the Parent Borrower under
the Credit Agreement. 
 The Administrative Agent shall notify Kraft Heinz, the Parent Borrower and the Lenders of the Extension Effective
Date, and such notice shall be conclusive and binding. 
 Each of Kraft Heinz and the Parent Borrower hereby (a) acknowledges and
agrees that Guaranteed Obligations (as defined in the Holdco Guaranty Agreement) and Designated Subsidiary Obligations shall, following the occurrence of the Extension Effective Date, be determined after giving effect to this letter agreement and
shall include all the obligations of the Borrowers or the Designated Subsidiaries, as the case may be, under the Credit Agreement as amended hereby and (b) affirms and confirms its guarantee and other obligations under the Holdco Guaranty
Agreement or under Article VIII of the Credit Agreement, as the case may be, and agrees that its guarantee and other obligations under the Holdco Guaranty Agreement or under such Article, as the case may be, shall continue to be in full force and
effect following the effectiveness of this letter agreement. 
 THIS LETTER AGREEMENT 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. 
 This letter agreement constitutes the
entire contract among the parties relating to the subject matter hereof. Except as expressly set forth herein, all the terms and provisions of the Credit 

  
 2 













 
Agreement are and shall remain in full force and effect. The amendments contained herein shall not constitute a waiver, amendment or modification of any provision of the Credit Agreement except
as expressly set forth herein. On and after the Extension Effective Date, (a) 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 amended hereby and (b) each reference in the Holdco Guaranty Agreement or any Note to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended
hereby. 
 The provisions of Sections 9.03, 9.04(a), 9.04(c), 9.06, 9.10, 9.11 and 9.16 of the Credit Agreement are hereby incorporated by
reference as if set forth in full herein, mutatis mutandis. 

  
 3 













 IN WITNESS WHEREOF, the parties hereto have caused this letter agreement to be duly executed
by their respective authorized officers 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




  
 [Signature Page to
Extension Letter Agreement] 













 
			
	 JPMORGAN CHASE BANK N.A.,

individually and as Administrative Agent

		
	 by
	 	 /s/ Gregory T. Martin

		 	 Name: Gregory T. Martin

		 	 Title: Executive Director




  
 [Signature Page to
Extension Letter Agreement] 













 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
 Name of Revolving
Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 

 

			
		 	 Banco Santander, S.A., New York Branch

		
	by	 	
		
		 	 /s/ Juan Galan

		 	 Name: Juan Galan

		 	 Title: Managing Director



 For any Revolving Lender requiring a second signature line: 

 

			
		
	by	 	
		
		 	 /s/ Rita Walz-Cuccioli

		 	 Name: Rita Walz-Cuccioli

		 	 Title: Executive Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
 Name of Revolving
Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 

 

			
	Bank of America, N.A.
	
	by
		 	 /s/ Casey Cosgrove

	Name:	 	Casey Cosgrove
	Title:	 	Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	Barclays Bank PLC
	
	by
		 	 /s/ Christopher M. Aitkin

	Name:	 	Christopher M. Aitkin
	Title:	 	Vice President















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	BNP Paribas
	
	by
		 	 /s/ Mike Shryock

	Name:	 	Mike Shryock
	Title:	 	Managing Director


  

			
	by
		 	 /s/ Todd Grossnickle

	Name:	 	Todd Grossnickle
	Title:	 	Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	CITIBANK, N.A.
	
	by
		 	 /s/ Carolyn Kee

	Name:	 	Carolyn Kee
	Title:	 	Vice President















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	Coöperatieve Rabobank U.A., New York Branch
	
	by
		 	 /s/ Justine Dupont-Nivet

	Name:	 	Justine Dupont-Nivet
	Title:	 	Executive Director


  

			
	by
		 	 /s/ Floris Rooijmans

	Name:	 	Floris Rooijmans
	Title:	 	Executive Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	Credit Agricole Corporate and Investment Bank
	
	by
		 	 /s/ Gordon Yip

	Name:	 	Gordon Yip
	Title:	 	Director


 For any Revolving Lender requiring a second signature line: 

 

			
	by
		 	 /s/ Myra Martinez

	Name:	 	Myra Martinez
	Title:	 	Vice President















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	
	by
		 	 /s/ Vipul Dhadda

	Name:	 	Vipul Dhadda
	Title:	 	Authorized Signatory


 For any Revolving Lender requiring a second signature line: 

 

			
	by
		 	 /s/ Bastien Dayer

	Name:	 	Bastien Dayer
	Title:	 	Authorized Signatory















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	DEUTSCHE BANK AG NEW YORK BRANCH
	
	by
		 	 /s/ Ming K. Chu

	Name:	 	Ming K. Chu
	Title:	 	 Director
 ming.k.chu@db.com

+1-212-250-5451



 For any Revolving Lender requiring a second signature line: 

 

			
	by
		 	 /s/ Annie Chung

	Name:	 	Annie Chung
	Title:	 	 Director
 annie.chung@db.com

+1-212-250-6375
















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	HSBC BANK USA, NATIONAL ASSOCIATION
	
	by
		 	 /s/ Rafael S De Paoli

	Name:	 	Rafael S De Paoli
	Title:	 	Managing Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	MIZUHO BANK, LTD.
	
	by
		 	 /s/ Tracy Rahn

	Name:	 	Tracy Rahn
	Title:	 	Executive Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	MORGAN STANLEY BANK, N.A.
	
	by
		 	 /s/ Alysha Salinger

	Name:	 	Alysha Salinger
	Title:	 	Authorized Signatory















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	MORGAN STANLEY SENIOR FUNDING, INC.
	
	by
		 	 /s/ Alysha Salinger

	Name:	 	Alysha Salinger
	Title:	 	Vice President















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

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

	Name:	 	Reema Sharma
	Title:	 	Authorized Signatory















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Royal Bank of Canada (executing in its capacity as a Revolving Lender): 

 

			
	Royal Bank of Canada
	
	by
		 	 /s/ John Flores

	Name:	 	John Flores
	Title:	 	Authorized Signatory















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	SUMITOMO MITSUI BANKING CORPORATION
	
	by
		 	 /s/ Katie Lee

	Name:	 	Katie Lee
	Title:	 	Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 Name of Revolving Lender (with each Revolving Lender that is an Issuing Bank or a Swingline Lender executing
both in its capacity as a Revolving Lender and as an Issuing Bank and/or a Swingline Lender, as applicable): 
  

			
	Wells Fargo Bank, National Association
	
	by
		 	 /s/ Mark Holm

	Name:	 	Mark Holm
	Title:	 	Managing Director