THIS THIRD AMENDMENT TO REVOLVING CREDIT
AGREEMENT is made as of this 28th day of February, 1998 by and
between PERFORMANCE FOOD GROUP COMPANY (the "Borrower"), a Tennessee
corporation whose mailing address is 6800
Paragon Place, Suite 500, Richmond, Virginia 23230, and FIRST
UNION NATIONAL BANK ("First Union"), formerly First Union
National Bank of Virginia, a national banking association, as
Administrative Agent and as the Lender. The Borrower and First Union
are parties to a Revolving Credit Agreement dated as of July 8, 1996, as
amended by an Amendment No. 1 to Revolving Credit Agreement dated
as of August 28, 1997 and as amended by a Second Amendment No. 1 to
Revolving Credit Agreement dated as of December 15, 1997 (the
Revolving Credit Agreement as so amended, the "Agreement"). The
Borrower has requested that First Union amend the Agreement further as
herein provided, and First Union is willing to do so upon the terms and
conditions set forth herein.
ACCORDINGLY, the Borrower and First Union covenant and
agree as follows:
1. Defined Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms
in the Agreement.
2. Maximum Line. Section 1.36 of the Agreement is
amended to read as follows:
1.36 "Maximum Line" means $60,000,000.00.
3. Revolving Line of Credit Note. Section 1.44 of the
Agreement is amended to read as follows:
1.44 "Revolving Line of Credit Note" means the Promissory Note dated
February _28__, 1998, as the same may be renewed, modified, or
extended from time to time, evidencing the obligation of the
Borrower to pay First Union National Bank the principal amount
of the Revolving Loans, including the L/C Subline Loans,
together with interest thereon, in the amount provided in
Section 2 of this Agreement.
4. Termination Date. The Agreement is further amended
by adding a new Section 1.49 to read as follows:
1.49 "Termination Date" has the meaning ascribed thereto in
Paragraph (k) of Section 2.2.
5. Unfinanced Capital Expenditures. The present Section
1.49 is renumbered Section 1.50.
6. Revolving Loans. Paragraph (k) of Section 2.2 of the
Agreement is amended to read as follows:
(k) The entire unpaid principal balance and all accrued and
unpaid interest on the Revolving Loans shall become due
and payable on, and the obligation of First
Union to make any additional Revolving
Loans shall terminate on the Termination
Date (as hereinafter defined). For purposes
of this Agreement, the Termination Date
shall be February _28__, 2001, provided,
however, that unless First Union National
Bank advises the Borrower in writing not
later than May 15 of each year,
commencing on May 15, 1998, that the
Termination Date will not be extended, the
Termination Date will automatically be
extended for a period of one year.
7. Representations and Warranties. To induce First
Union to enter into this Agreement, the Borrower represents and
warrants to First Union as follows:
(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Tennessee
and has the corporate power and authority to conduct its business as now
conducted and as proposed to be conducted.
(b) The Borrower has full corporate power and authority to
enter into this Amendment and to incur the obligations provided for
herein, all of which have been duly authorized by all proper and
necessary corporate action.
(c) This Amendment, the Agreement as amended hereby, and
the Revolving Line of Credit Note constitute the valid and binding
obligations of the Borrower enforceable in accordance with their terms.
(d) There is no charter, bylaw or preference stock provision
of the Borrower and no provision of any existing mortgage, indenture,
contract or agreement binding on the Borrower or affecting its property
that would conflict with or in any way prevent the execution, delivery or
carrying out of the terms of this Amendment, the Agreement as amended
hereby or the Revolving Line of Credit Note.
(e) The consolidated balance sheet of the Borrower as of
December 28, 1996 and the related consolidated statements of earnings,
shareholders' equity and cashflows for the period then ended certified by
KPMG Peat Marwick, LLP, heretofore delivered to First Union, are
complete and correct and fairly present the financial condition of the
Borrower and its Subsidiaries and the results of their operations and
cashflows as of the date and for the period referred to therein and have
been prepared in accordance with GAAP. The unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as of September 27,
1997 and the related consolidated statement of earnings for the period
then ended, heretofore delivered to First Union, are complete and correct
and fairly present the financial conditions of the Borrower and its
Subsidiaries and the results of their operations, subject to normal year-
end adjustments. There has been no material adverse change in the
financial condition or operations of the Borrower and its Subsidiaries
since the date of said balance sheets and there has been no other material
adverse change in the Borrower and its Subsidiaries.
(f) No Event of Default has occurred and no event has
occurred and no condition exists which with the giving of notice or the
lapse of time or both would constitute such an Event of Default. No
consent of any other person not previously received and no consent or
authorization of, filing with or other act by or with respect to any
governmental authority is required in connection with the execution,
delivery or performance by the Borrower of, or the validity or
enforceability of this Third Amendment, the validity or enforceability of
the Agreement as amended hereby or the validity or enforceability of the
Revolving Line of Credit Note.
(g) Each of the representations and warranties contained in
Sections 3.7 through 3.21 of the Agreement is true and correct with the
same effect as though such representation was made as of the date of this
Amendment.
8. Prior Agreement. Except as otherwise expressly
amended by this Amendment, the Agreement is and shall continue to be
in full force and effect in accordance with its terms. The Borrower and
First Union further covenant and agree that each reference in any note,
agreement or other document to the Agreement shall be deemed to refer
to the Agreement as amended by this Third Amendment and as it may be
amended from time to time hereafter.
9. Governing Law. This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the
Commonwealth of Virginia.
IN WITNESS WHEREOF, Performance Food Group Company
and First Union National Bank have caused this Amendment to be
executed by their duly authorized officers, all as of the date first above
written.
PERFORMANCE FOOD GROUP COMPANY
By: /s/Roger L. Boeve
Its Executive Vice President & CFO
FIRST UNION NATIONAL BANK
By:/s/Bonnie Banks
Its Vice President