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- S-4 Registration of securities issued in business combination transactions
- 3.1.1 Restated Articles of Incorporation of Us Foods, Inc.
- 3.1.2 Amendment of Certificate of Incorporation of Us Foods, Inc.
- 3.1.3 Amendment of Certificate of Incorporation of Us Foods, Inc.
- 3.2 Amended and Restated By-laws of Us Foods, Inc.
- 3.3 Articles of Formation of E&h Distributing, LLC
- 3.4 LLC Agreement of E&h Distributing, LLC
- 3.5 Amended and Restated Certificate of Incorporation of Trans-porte, Inc.
- 3.6 Amended and Restated By-laws of Trans-porte, Inc.
- 3.7.1 Certificate of Formation of Great North Imports, LLC
- 3.7.2 Amendment to the Certificate of Formation of Great North Imports, LLC
- 3.8 Amended and Restated LLC Agreement of Great North Imports
- 3.9.1 Certificate of Formation of Us Foods Culinary Equip. & Supplies, LLC
- 3.9.2 Amendment to the Certificate of Formation of Us Foods Culinary Equip. & Supplies
- 3.10 Amended and Restated LLC Agreement of Us Foods Culinary Equip. & Supplies
- 4.1.1 Indenture for 2019 Notes
- 4.1.2 First Supplemental Indenture for 2019 Notes
- 4.1.3 Second Supplemental Indenture for 2019 Notes
- 4.2 Registration Rights Agreement for Original 2019 Notes
- 4.3 Registration Rights Agreement, Dated December 6, 2012
- 4.4 Registration Rights Agreement, Dated December 27, 2012
- 5.1 Opinion of Jenner & Block LLP
- 10.1 Stockholders Agreement of Usf Holding Corp.
- 10.2 Letter Agreement with KKR
- 10.3 Letter Agreement with CD&R
- 10.4 Amended and Restated Indemnification Agreement with KKR
- 10.5 Amended and Restated Indemnification Agreement with CD&R
- 10.6 Indemnification Priority and Information Sharing Agreement with CD&R
- 10.7 Indemnification Priority and Information Sharing Agreement with KKR
- 10.8 Form of Management Stockholder's Agreement
- 10.9 Form of Sale Participation Agreement
- 10.10 Form of Subscription Agreement
- 10.12 2007 Stock Incentive Plan
- 10.17 Lederer Severance Agreement
- 10.18 Swanson Severance Agreement
- 10.19 Schuette Severance Agreement
- 10.20 Satriano Severance Agreement
- 10.21 Esler Severance Agreement
- 10.22.1 Term Loan Credit Agreement (2007 Term Facility)
- 10.22.2 Amendment No. 1 to the 2007 Term Facility
- 10.22.3 Amendment No. 2 to the 2007 Term Facility
- 10.23 Guarantee and Collateral Agreement for 2007 Term Facility
- 10.24 Revolving Credit Agreement
- 10.25 Revolving Guarantee and Collateral Agreement
- 10.26.1 Abl Credit Agreement (Senior Abl Facility)
- 10.26.2 Amendment No. 1 to the Senior Abl Facility
- 10.26.3 Amendment No. 2 to the Senior Abl Facility
- 10.26.4 Amendment No. 3 to the Senior Abl Facility
- 10.27 Abl Guarantee and Collateral Agreement
- 10.28 Credit Agreement (2011 Term Facility)
- 10.29 Guarantee and Collateral Agreement for 2011 Term Facility
- 12.1 Statements Re Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Us Foods, Inc.
- 23.1 Consent of Deloitte & Touche LLP
- 25.1 Form T-1 Statement of Eligibility of Wilmington Trust
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, Etc.
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- 2 Apr 13 Registration of securities issued in business combination transactions (amended)
- 15 Mar 13 Registration of securities issued in business combination transactions (amended)
- 8 Feb 13 Registration of securities issued in business combination transactions (amended)
- 28 Dec 12 Registration of securities issued in business combination transactions
Exhibit 3.1.3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
U.S. Foodservice, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Company:
RESOLVED that it is deemed advisable that the Certificate of Incorporation of this Company be amended by changing the Article One thereof so that, said Article shall be and read as follows:
The name of the corporation is “US Foods, Inc.”
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders entitled to vote have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said U.S. FOODSERVICE, INC. has caused this certificate to be signed on its behalf by an Executive Vice President and attested by an Assistant Secretary, this 4th day of November, 2011.
U.S. FOODSERVICE, INC. |
/s/ Juliette W. Pryor |
Juliette W. Pryor Executive Vice President |
Attest: |
/s/ Gail Sharps Myers |
Gail Sharps Myers, Assistant Secretary |