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 
 April 9, 2021 

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 extended on March 23, 2020 and as amended by the Commitment Increase Amendment dated as of October 9, 2020 (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, 2024 to July 6, 2025 (the “Extension”). In connection with the Extension, each of JPMorgan, Barclays Bank PLC, Citibank, N.A., RBC Capital Markets1, 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” or “July 6, 2024” with “July 6, 2025”. 
 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 
  

	1 	 RBC Capital Markets is a brand name for the capital markets business of Royal Bank of Canada and its
affiliates. 














 
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. 

  
 2 













 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 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. This Agreement 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. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Fee Letter
and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record
and adopted by a person with the intent to sign, authenticate or accept such contract or record. 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, 9.11
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/ Yang Xu
		 	Name: Yang Xu
		 	Title: 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 
  


			
	BARCLAYS BANK PLC
		
	 	 	/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 
  

 
			
	Citibank, N.A.
		
	 	 	/s/ Carolyn A. Kee
	    Name:	 	Carolyn A. 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 
  

 Royal Bank of Canada (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): 
  

			
	 	 	/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): 
  

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

		 	Name: Mark Holm
		 	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): 
  

			
	BANK OF AMERICA, N.A.
		
	 	 	/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): 
  

			
	MORGAN STANLEY BANK, N.A.
		
	 	 	/s/ Michael King
	    Name:	 	Michael King
	    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): 
  

			
	 MUFG Bank, Ltd. (formerly known as The Bank of

Tokyo-Mitsubishi UFJ, Ltd.)

		
	 	 	/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 
  

 Name of Revolving Lender: BNP Paribas 

 

			
	 	 	/s/ Michael Pearce
	    Name:	 	Michael Pearce
	    Title:	 	Managing Director
		
	By	 	 /s/ David Foster

	    Name:	 	David Foster
	    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): 
  

			
	Credit Agricole Corporate and Investment Bank
		
	by	 	 /s/ Gary Herzog

		 	Name: Gary Herzog
		 	Title: MANAGING DIRECTOR
		
	by	 	 /s/ Gordon Yip

		 	Name: Gordon Yip
		 	Title: Director















 SIGNATURE PAGE TO 

REVOLVING MATURITY DATE EXTENSION 

LETTER AGREEMENT TO 
 CREDIT AGREEMENT
OF 
 THE KRAFT HEINZ COMPANY AND 

KRAFT HEINZ FOODS COMPANY 
  

 
			
	CREDIT SUISSE AG, NEW YORK BRANCH, as Revolving Lender
		
	by	 	 /s/ Doreen Barr

		 	Name: Doreen Barr
		 	Title: Authorized Signatory
		
	by	 	 /s/ Brady Bingham

		 	Name: Brady Bingham
		 	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        ming.k.chu@db.com
		 	Title:
Director                  
_+1-212-250-5451


 For any Revolving Lender requiring a second signature line: 

 

			
	by	 	 /s/ Marko Lukin

		 	Name: Marko Lukin         marko.lukin@db.com
		 	Title: Vice President          _+1-212-250-7283















 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, N.A.
		
	by	 	 /s/ James Smith

		 	Name: James Smith
		 	Title: Vice President


 For any Revolving Lender requiring a second signature line: 

 

			
	by	 	  

		 	Name:
		 	Title:



  
 S-17 














 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 Ralm

		 	Name: Tracy Ralm
		 	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 
  

 
			
	GOLDMAN SACHS BANK USA,
		
	by	 	 /s/ Jacob Elder

		 	Name: Jacob Elder
		 	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): 
  

			
	Banco Santander, S.A., New York Branch
		
	by	 	 /s/ Andres Barbosa

		 	Name: Andres Barbosa
		 	Title: Managing Director


 For any Revolving Lender requiring a second signature line: 

 

			
	by	 	 /s/ Rita Watz Cuccioli

		 	Name: Rita Watz 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): 
  

			
	SUMITOMO MITSUI BANKING CORPORATION
		
	by	 	 /s/ Rosa Pritsch

		 	Name: Rosa Pritsch
		 	Title: Director


 For any Revolving Lender requiring a second signature line: 

 

			
	by	 	  

		 	Name:
		 	Title:















 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/ Michael King

		 	Name: Michael King
		 	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): 
  

			
	by	 	 /s/ Justine Dupont-Nivet

		 	Name: Justine Dupont-Nivet
		 	Title: Executive Director


  

			
	by	 	 /s/ Rachel Caspert

		 	Name: Rachel Caspert
		 	Title: Vice President