EXHIBIT 10.30
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second
Amendment") dated as of December 7, 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 (as
amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"; the terms defined therein being
used herein as therein defined unless otherwise defined herein).
The Borrower has informed the Administrative Agent and the
Lenders that it intends to acquire all of the outstanding common
stock and membership interests of Redi-Cut Foods, Inc., Kansas
City Salad, L.L.C. and K.C. Salad Real Estate, L.L.C. (the "Redi-
Cut Acquisition"). In connection with the Redi-Cut Acquisition
and in order to fund the purchase thereof, the Borrower proposes
to issue and sell additional shares of its common stock (the
"Additional Equity Issuance").
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. Second 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:
(a) Addition of Definitions. Section 1.1 of the
Credit Agreement is amended by the addition of the following
defined terms (in the correct alphabetical order):
"Kansas City Salad" means Kansas City Salad,
L.L.C., an Illinois limited liability company.
"K.C. Salad Industrial Development Bonds"
means the $7,000,000 of Tax-Exempt Multi-Modal
Industrial Development Revenue Bonds issued by The
Industrial Development Authority of the County of
Clay, Missouri.
"K.C. Salad Real Estate, L.L.C." means K.C.
Salad Real Estate, L.L.C., a Delaware limited
liability company.
"Redi-Cut" means Redi-Cut Foods, Inc., an
Illinois corporation.
"Second Amendment to Credit Agreement" means
the Second Amendment to Credit Agreement, dated as
of December 7, 2000 and effective as provided
therein, by and among the Borrower, the Lenders
party thereto, and the Administrative Agent.
(b) Section 10.1 of the Credit Agreement is hereby
amended as follows:
(i) by deleting the word "and" at the end of
clause (h);
(ii) by inserting the word "and" at the end
of clause (i); and
(iii) by inserting new clause (j) as
follows:
(j) the K.C. Salad Industrial
Development Bonds and the Guaranty
Obligations of Borrower thereunder.
(c) Section 10.2 is hereby amended as follows:
(i) by deleting the word "and" at the end of
clause (c);
(ii) by deleting the period at the end of
clause (d) and inserting "; and" in lieu thereof;
and
(iii) by inserting a new clause (e) to
read in its entirety as set forth below:
(e) Guaranty Obligations of the
Borrower incurred in connection
with the K.C. Salad Industrial
Development Bonds.
(d) Section 10.3 is hereby amended as follows:
(i) by deleting the word "and" at the end of
clause (f);
(ii) by deleting the period at the end of
clause (g) and inserting "; and" in lieu thereof;
(iii) by inserting new clause (h) to read
in its entirety as follows:
(h) Liens securing the K.C. Salad
Industrial Development Bonds.
Section 2. Conditions of Effectiveness. This Second
Amendment shall become effective when, and only when the
Administrative Agent shall have received counterparts of this
Second 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 Second 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) Authorization and Approval Documents. Certified
copies of (i) the resolutions of Board of Directors of the
Borrower approving this Second Amendment and (ii) all
documents, evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Second
Amendment, the matters contemplated hereby and thereby;
(b) Certificate of Incumbency. 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 Second Amendment and other documents
to be delivered hereunder;
(c) Issuance of Additional Equity. Evidence
satisfactory to the Administrative Agent that the Borrower
has received net proceeds from the Additional Equity
Issuance in an aggregate amount in excess of $95,000,000,
all upon terms and conditions satisfactory to the
Administrative Agent;
(d) Redi-Cut Acquisition. Evidence satisfactory to
the Administrative Agent that the Redi-Cut Acquisition has
been consummated and that such acquisition is a Permitted
Acquisition under the terms of the Credit Agreement;
(e) Fees, Costs Expenses and Taxes. All fees, costs,
expenses and taxes set forth in Section 6 of this Second
Amendment; and
(f) Other Documents. Any other documents or
instruments reasonably requested by the Administrative Agent
in connection with the execution of this Second Amendment.
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 Second
Amendment.
(b) The execution, delivery and performance by the
Borrower of this Second 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 Second Amendment or
any of the Loan Documents, as amended hereby, to which it is
or is to be a party.
(d) This Second 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 Second
Amendment.
Section 4. Consent. The Administrative Agent and the
Lenders hereby consent to the amendment of the ELLFs pursuant to
the terms of the agreements attached hereto as Exhibits A and B,
respectively.
Section 5. Reference to and Effect on the Loan
Documents.
(a) Upon the effectiveness of this Second 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
Second 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. Fees, 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 Second 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 Second
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 Second
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 Second
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 Second Amendment shall
be governed by, and construed in accordance with, the laws of the
State of North Carolina, without reference to the conflicts or
choice of laws principles thereof.
Section 9. Fax Transmission. A facsimile, telecopy or
other reproduction of this Second Amendment may be executed by
one or more parties hereto, and an executed copy of this Second
Amendment may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can
be seen, and such execution and delivery shall be considered
valid, binding and effective for all purposes. At the request of
any party hereto, all parties hereto agree to execute an original
of this Second Amendment as well as any facsimile, telecopy or
other reproduction hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this
Second 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 N.A.,
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:
EXHIBIT A
Second Amendment to Certain Operating Agreement
(1997 ELLF)
(See Attached)
EXHIBIT B
First Amendment to Certain Operating Agreements
(2000 ELLF)
(See Attached)
EXHIBIT B
First Amendment to Certain Operating Agreements
(2000 ELLF)
(See Attached)