EXHIBIT 10.29
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (the
"First Amendment") dated as of September 27, 2000 among
PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation
(the "Borrower"), the lenders parties to the Credit
Agreement referred to below (the "Lenders"), and FIRST
UNION NATIONAL BANK, as administrative agent (the
"Administrative Agent") for the Lenders thereunder.
PRELIMINARY STATEMENTS:
The Borrower, the Lenders and the Administrative
Agent have entered into a Credit Agreement dated as of
March 5, 1999 (the "Credit Agreement"; the terms
defined therein being used herein as therein defined
unless otherwise defined herein).
The Administrative Agent and the Required Lenders
are, on the terms and conditions stated below, willing
to grant the request of the Borrower to amend the
Credit Agreement and the Borrower and the Required
Lenders have agreed to amend the Credit Agreement as
hereinafter set forth.
Section 1. First Amendment to Credit Agreement.
The Credit Agreement is, effective as of the date
hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2, hereby amended as
follows:
Section 10.1 is hereby amended as
follows:
(i) by deleting the "and" at the end of
clause (g) in its entirety;
(ii) by deleting the dollar amount of
$50,000,000 from clause (h) and inserting in
lieu thereof a new dollar amount of
$65,000,000;
(iii) by inserting the word "and" at
the end of clause (h); and
(iv) by inserting a new clause (i) to
read in its entirety as set forth below:
(i) Debt not otherwise permitted
pursuant to this Section 10.1 in an
aggregate principal amount not to
exceed $1,000,000 at any time;
provided that no Default or Event
of Default has occurred and is
continuing at the time of
incurrence or would result from the
incurrence of such Debt.
Section 2. Conditions of Effectiveness. This
First Amendment shall become effective when, and only
when the Administrative Agent shall have received
counterparts of this First Amendment executed by the
Borrower, the Administrative Agent and the Required
Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such
Lenders have executed this First Amendment and the
Administrative Agent shall have additionally received
all of the following documents, each document (unless
otherwise indicated) being dated the date of receipt
thereof by the Administrative Agent (which date shall
be the same for all such documents), in form and
substance satisfactory to the Administrative Agent:
(a) Certified copies of (i) the resolutions
of Board of Directors of the Borrower approving
this First Amendment and (ii) all documents,
evidencing other necessary corporate action and
governmental approvals, if any, with respect to
this First Amendment, the matters contemplated
hereby and thereby.
(b) A certificate of the Secretary or an
Assistant Secretary of the Borrower certifying the
names and true signatures of its officers
authorized to sign this First Amendment and other
documents to be delivered hereunder.
Section 3. Representations and Warranties of
the Borrower. The Borrower represents and warrants as
follows:
(a) The Borrower is a corporation duly
organized, validly existing and in good standing
under the laws of the jurisdiction indicated at
the beginning of this First Amendment.
(b) The execution, delivery and performance
by the Borrower of this First Amendment and the
Loan Documents, as amended hereby, to which it is
or is to be a party are within the Borrower's
corporate powers, have been duly authorized by all
necessary corporate action and do not contravene
(i) the Borrower's charter or by-laws, (ii)
Applicable Law or any contractual restriction
binding on or affecting the Borrower, except to
the extent a breach of such contractual
restriction would not have a Material Adverse
Effect.
(c) No authorization, approval or other
action by, and no notice to or filing with, any
governmental authority or regulatory body is
required for the due execution, delivery and
performance by the Borrower of this First
Amendment or any of the Loan Documents, as amended
hereby, to which it is or is to be a party.
(d) This First Amendment and each of the
other Loan Documents, as amended hereby, to which
the Borrower is a party constitute legal, valid
and binding obligations of the Borrower
enforceable against the Borrower in accordance
with their respective terms, except as such
enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar
state or federal debtor relief laws from time to
time in effect which affect the enforcement of
creditors' rights in general and the availability
of equitable remedies.
(e) The representations and warranties made
by the Borrower pursuant to Article VI of the
Credit Agreement, are true and correct with the
same effect as if made on and as of the date
hereof, except for any representation and warranty
made as of an earlier date, which such
representation and warranty shall remain true and
correct as of such earlier date.
(f) No Default or Event of Default shall
have occurred and be continuing under the Credit
Agreement on the date hereof except to the extent
remedied by this First Amendment.
Section 4. Consent. The Administrative Agent
and the Lenders hereby (a) consent to the Debt incurred
in connection with the Participation Agreement, dated
as of June 9, 2000 (the "Participation Agreement"),
among the various parties thereto from time to time as
Construction Agents (as defined therein) and as Lessees
(as defined therein), Performance Food Group Company as
guarantor, First Security Bank, National Association,
not individually but as Owner Trustee (as defined
therein) under the PFG Real Estate Trust 2000-1, the
various other lending institutions which are parties
thereto from time to time, as holder, and First Union
National Bank, as agent for the lenders and holders
party thereto and related lease agreement and credit
agreement, and (b) agree that for the period commencing
June 9, 2000 and ending on the date hereof the Debt
incurred in connection with such Participation
Agreement does not violate Section 10.1(h) of the
Credit Agreement.
Section 5. Reference to and Effect on the Loan
Documents.
(a) Upon the effectiveness of this First
Amendment, on and after the date hereof each
reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the
Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit
Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.
(b) Except as specifically amended above,
the Credit Agreement, the Notes, and all other
Loan Documents, are and shall continue to be in
full force and effect and are hereby in all
respects ratified and confirmed.
(c) The execution, delivery and
effectiveness of this First Amendment shall not,
except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
Section 6. Costs, Expenses and Taxes. The
Borrower agrees to pay on demand all costs and expenses
of the Administrative Agent in connection with the
preparation, execution, delivery, administration,
modification and amendment of this First Amendment and
the other instruments and documents to be delivered
hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto and
with respect to advising the Administrative Agent as to
its rights and responsibilities hereunder and
thereunder. The Borrower further agrees to pay on
demand all costs and expenses, if any (including,
without limitation, reasonable counsel fees and
expenses), in connection with the enforcement (whether
through negotiations, legal proceedings or otherwise)
of this First Amendment and the other instruments and
documents to be delivered hereunder, including, without
limitation, reasonable counsel fees and expenses in
connection with the enforcement of rights under this
Section 5. In addition, the Borrower shall pay any and
all stamp and other taxes payable or determined to be
payable in connection with the execution and delivery
of this First Amendment and the other instruments and
documents to be delivered hereunder, and agrees to save
the Administrative Agent and each Lender harmless from
and against any and all liabilities with respect to or
resulting from any delay or omission to pay such taxes.
Section 7. Execution in Counterparts. This
First Amendment may be executed in any number of
counterparts and by different parties hereto in
separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all
of which taken together shall constitute but one and
the same agreement.
Section 8. Governing Law. This First
Amendment shall be governed by, and construed in
accordance with, the laws of the State of North
Carolina.
IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be executed by their respective
officers thereunto duly authorized, as of the date
first above written.
PERFORMANCE FOOD GROUP COMPANY,
as Borrower
[CORPORATE SEAL]
By:
Name:
Title:
FIRST UNION NATIONAL BANK,
as Administrative Agent and Lender
By:
Name:
Title:
BANK OF AMERICA NT & SA,
as Lender
By:
Name:
Title:
THE CHASE MANHATTAN BANK,
as Lender
By:
Name:
Title:
BANK ONE, N.A. (f/k/a THE FIRST
NATIONAL BANK OF CHICAGO),
as Lender
By:
Name:
Title:
HIBERNIA NATIONAL BANK,
as Lender
By:
Name:
Title: