Exhibit 10.1
THIRD AMENDMENT dated as of September 27, 2024 (this Amendment), 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., as Administrative Agent.
WHEREAS, reference is made to the Credit Agreement dated as of July 8, 2022 (as amended by that certain First Amendment dated as of
July 21, 2023, that certain Second Amendment dated as of June 21, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Credit
Agreement), among Kraft Heinz, the Parent Borrower, the other Borrowers from time to time party thereto, the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
Administrative Agent), pursuant to which the Lenders have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein;
WHEREAS, the Parent Borrower has requested that the Credit Agreement be amended to extend the Revolving Maturity Date to July 8,
2029;
WHEREAS, the Lenders party hereto, the Administrative Agent, each Swingline Lender and each Issuing Bank are willing to amend the
Credit Agreement on the terms and subject to the conditions set forth herein; and
WHEREAS, Kraft Heinz and the Parent Borrower appoint
each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, Citibank, N.A., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada and Wells Fargo Securities, LLC to act as the revolving joint lead
arrangers and revolving joint bookrunners for this Amendment and the extension of the Revolving Maturity Date contemplated hereby (in such capacities, the Amendment Arrangers).
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms
used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement.
SECTION 2. Revolving Maturity Date Extension. Each Revolving Lender (collectively, the Extending Lenders), each
Swingline Lender and each Issuing Bank agrees that, on and as of the Third Amendment Effective Date (as defined below), the term Revolving Maturity Date set forth in Section 1.01 of the Credit Agreement shall be modified to replace
July 8, 2028 in clause (a) of the definition of such term with July 8, 2029.