REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2020 (this Agreement), is entered into by and among Kraft Heinz Foods Company, a Pennsylvania limited liability company (the Company), The Kraft Heinz Company, a Delaware corporation, as guarantor (the Guarantor), and J.P. Morgan Securities LLC, as representative (the Representative) of the other initial purchasers set forth on Schedule 1 to the Purchase Agreement (as defined herein) (the Initial Purchasers).
The Company, the Guarantor and the Representative are parties to the Purchase Agreement dated May 4, 2020 (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $1,350,000,000 aggregate principal amount of its 3.875% Senior Notes due 2027, $1,350,000,000 aggregate principal amount of its 4.250% Senior Notes due 2031 and $800,000,000 aggregate principal amount of its 5.500% Senior Notes due 2050 (collectively, the Notes and, together with the Guarantee (as defined herein), the Securities). The Notes will be issued by the Company and guaranteed by the Guarantor on a senior unsecured basis.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 6(j) of the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:
Agreement shall have the meaning set forth in the preamble.
Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. For purposes of this Agreement, if the day on which any deadline specified in this Agreement expires is not a Business Day, such deadline shall be deemed to expire on the next succeeding Business Day.
Closing Date shall have the meaning set forth in the Purchase Agreement.
Company shall have the meaning set forth in the preamble.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.