Date: November 20, 2019Letter Agreement • November 25th, 2019 • Performance Food Group Co • Wholesale-groceries, general line • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
CREDIT AGREEMENT Dated as of May 14, 2013 among PERFORMANCE FOOD GROUP, INC., as Borrower, PFGC, INC., as Holdings, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO CREDIT SUISSE...Assignment and Assumption • September 9th, 2014 • Performance Food Group Co • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of May 14, 2013, among PERFORMANCE FOOD GROUP, INC. (f/k/a Vistar Corporation), a Colorado corporation (the “Borrower”), PFGC, INC. (f/k/a Vistar Management, Inc.), a Delaware corporation (“Holdings”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
13,500,000 Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2020 • Performance Food Group Co • Wholesale-groceries, general line • New York
FIRST Amendment TO FIFTH amended and restated CREDIT AGREEMENTCredit Agreement • April 18th, 2023 • Performance Food Group Co • Wholesale-groceries, general line
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 17, 2021, among PERFORMANCE FOOD GROUP, INC. (f/k/a Vistar Corporation), a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party hereto, PFGC, INC. (f/k/a Vistar Management, Inc.), a Delaware corporation (“Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association), as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
12,000,000 Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2016 • Performance Food Group Co • Wholesale-groceries, general line • New York
PFGC, Inc., as Parent, the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent 6.875% SENIOR NOTES DUE 2025Indenture • April 27th, 2020 • Performance Food Group Co • Wholesale-groceries, general line • New York
INDENTURE, dated as of April 24, 2020, among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), PFGC, Inc., a Delaware corporation and the parent of the Issuer (“Parent”), the other Guarantors (as defined herein) named herein and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
INDENTURE Dated as of May 17, 2016 Among PERFORMANCE FOOD GROUP, INC., as the Issuer, PFGC, Inc., as Parent, the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent $350,000,000 5.500%...Indenture • May 17th, 2016 • Performance Food Group Co • Wholesale-groceries, general line • New York
INDENTURE, dated as of May 17, 2016, among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), PFGC, Inc., a Delaware corporation and the parent of the Issuer (“Parent”), the other Guarantors (as defined herein) named herein and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 6, 2015 AMONG PERFORMANCE FOOD GROUP COMPANY AND THE OTHER PARTIES HERETOStockholders Agreement • October 6th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
This Amended and Restated Stockholders Agreement is entered into as of October 6, 2015 by and among Performance Food Group Company, a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”). This Agreement amends and restates in its entirety the Stockholders Agreement, dated as of July 20, 2007 (as amended prior to the date hereof), among the parties hereto and the other parties thereto (the “Original Stockholders Agreement”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of October 6, 2015, and is between Performance Food Group Company, a Delaware corporation (the “Company”), the Blackstone Parties (as defined below), the Wellspring Parties (as defined below) and the other parties listed on the signature pages hereto.
ContractAmended And • October 6th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This AMENDED AND RESTATED ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of October 6, 2015 and is between Performance Food Group Company (formerly known as Wellspring Distribution Corp.), a Delaware corporation (together with its successors, the “Company”), on the one hand, and each of Blackstone Management Partners LLC (f/k/a Blackstone Management Partners V L.L.C.), a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Wellspring Capital Management, LLC, a Delaware limited liability company (“WCM”, and together with BMP, the “Advisors”), on the other hand. This Agreement amends and restates in its entirety the Transaction and Advisory Fee Agreement, dated as of July 20, 2007 (as amended and restated prior to the date hereof) between the parties hereto.
SUPPLEMENTAL INDENTURESupplemental Indenture • February 8th, 2017 • Performance Food Group Co • Wholesale-groceries, general line • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 13, 2016 among T.F. Kinnealey & Co., Inc. and Larry Kline Wholesale Meats and Provisions, Inc. (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Performance Food Group, Inc., a Colorado corporation (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
FORM OF AMENDED AND RESTATED ADVISORY FEE AGREEMENTAdvisory Fee Agreement • August 5th, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
This AMENDED AND RESTATED ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of [ ], 2015 and is between Performance Food Group Company (formerly known as Wellspring Distribution Corp.), a Delaware corporation (together with its successors, the “Company”), on the one hand, and each of Blackstone Management Partners V L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Wellspring Capital Management, LLC, a Delaware limited liability company (“WCM”, and together with BMP, the “Advisors”), on the other hand. This Agreement amends and restates in its entirety the Transaction and Advisory Fee Agreement, dated as of July 20, 2007 (as amended and restated prior to the date hereof) between the parties hereto.
U.S. $1,600,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 1, 2016 among PERFORMANCE FOOD GROUP, INC., as Lead Borrower for the Borrowers named herein, PFGC, INC., as Holdings, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Security Agreement • February 3rd, 2016 • Performance Food Group Co • Wholesale-groceries, general line • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of February 1, 2016, among PERFORMANCE FOOD GROUP, INC (f/k/a Vistar Corporation), a Colorado corporation (the “Lead Borrower”), the other Borrowers from time to time party hereto, PFGC, INC. (f/k/a Vistar Management, Inc.), a Delaware corporation (“Holdings”), WELLS FARGO BANK, NATIONAL ASSOCIATION (as successor by merger to Wachovia Bank, National Association), as Administrative Agent and Collateral Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 4th, 2017 • Performance Food Group Co • Wholesale-groceries, general line • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of August 3, 2017, by and among (A) PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”); (B) the other Borrowers identified on the signature pages hereto (together with the Lead Borrower, the “Borrowers”); (C) PFGC, INC., as a Guarantor (“Holdings”); (D) the Lenders signatory hereto; (E) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (“Administrative Agent”); and (F) WELLS FARGO BANK, NATIONAL ASSOCIATION, as “Issuing Bank” and “Swingline Lender.”
● ] Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2016 • Performance Food Group Co • Wholesale-groceries, general line • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 1st, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”), dated as of February 18, 2015, by and among (A) PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”); (B) the other Borrowers identified on the signature pages hereto (together with the Lead Borrower, the “Borrowers”); (C) PFGC, INC., as a Guarantor (“Holdings”); (D) the Lenders signatory hereto; (E) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (“Administrative Agent”); (F) MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”); (G) MIHI, LLC (“Macquarie”); and (H) NOMURA CORPORATE FUNDING AMERICAS, LLC (“Nomura”; MSSF, Macquarie, and Nomura, collectively, the “Additional Parties” and, each, an “Additional Party”).
Title: EVP & Chief Financial Officer Location: PFG Corporate; Richmond, Virginia Base Salary: Your base salary will be $625,000 per year, or $24,038.46 per pay period, as PFG has twenty-six (26) pay periods. Effective Date: PFG understands you need...Letter Agreement • September 22nd, 2016 • Performance Food Group Co • Wholesale-groceries, general line
This letter agreement will not take effect until: (1) you fully accept the its terms and (2) the Company is satisfied with the results of any discretionary background and drug screening performed on you.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 30th, 2019 • Performance Food Group Co • Wholesale-groceries, general line • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 30, 2019, among Performance Food Group, Inc. (the “Issuer”), PFGC, Inc. (the “Parent”), each of the subsidiaries of the Parent identified as a “Guaranteeing Subsidiary” on the signature page of this Supplemental Indenture (and, together with the Parent, the “Guaranteeing Entities”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
Title: Chief Executive Officer, Performance Food Service, reporting to the Chief Executive Officer of the Company. Location: PFG Headquarters, Richmond, Virginia. Base Salary: The annual rate of $700,000, or approximately $26,923.08 per pay period, as...Performance Food Group Co • July 1st, 2015 • Wholesale-groceries, general line
This employment offer is contingent upon your acceptance of the terms of the offer set forth herein by signing the attached Acknowledgment.
May 3, 2016 Mr. Robert D. Evans Bethesda, MD 20817 Dear Bob,Release and Waiver of Claims • May 4th, 2016 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
In light of your notifying Performance Food Group Company (the “Company”) of your intention to retire from the Company, this letter agreement (the “Letter Agreement”) confirms our understanding of your role going forward with the Company. The terms of your continued service with the Company are summarized below:
PERFORMANCE FOOD GROUP COMPANY 12500 West Creek Parkway, Richmond, VA 23238Letter Agreement • March 4th, 2019 • Performance Food Group Co • Wholesale-groceries, general line • Virginia
This letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your termination of employment with Performance Food Group Company (the “Company”) as authorized by the Compensation and Human Resources Committee of the Board of Directors of the Company (the “Compensation Committee”).
PERFORMANCE FOOD GROUP COMPANY EXECUTIVE SEVERANCE PLAN Participation AgreementParticipation Agreement • May 5th, 2020 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
THIS PARTICIPATION AGREEMENT (“Agreement”) is between _________ (the “Executive”) and PERFORMANCE FOOD GROUP COMPANY (the “Company”), is effective as of _________ __, 2020 and provides as follows.
December 14, 2017 Thomas G. Ondrof Dear Tom:Letter Agreement • February 7th, 2018 • Performance Food Group Co • Wholesale-groceries, general line
In light of your notifying Performance Food Group Company (the “Company”) of your intention to retire as Chief Financial Officer of the Company, this letter agreement (the “Letter Agreement”) confirms our understanding of your role going forward with the Company. The terms of your continued service with the Company, effective as of March 1, 2018 (the “Effective Date”) are summarized below:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 9th, 2014 • Performance Food Group Co • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 6, 2013, by and among PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”), the other Borrowers identified on the signature pages hereto (together with the Lead Borrower, the “Borrowers”), PFGC, INC., as a Guarantor (“Holdings”), the Lenders signatory hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (“Administrative Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 31st, 2014 • Performance Food Group Co • Wholesale-groceries, general line • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of , 2014 and is between Performance Food Group Company, a Delaware corporation (the “Company”), the Blackstone Parties (as defined below) and the Wellspring Parties (as defined below).
] Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 21st, 2015 • Performance Food Group Co • Wholesale-groceries, general line • New York
August 9, 2022 Mr. James D. Hope EVP, Chief Financial Officer PFG - Performance Food GroupPerformance Food Group Co • August 11th, 2022 • Wholesale-groceries, general line • Texas
As we have discussed, this letter agreement (the “Letter Agreement”) sets forth the terms and conditions of your continuing employment with and retirement from Performance Food Group, Inc. (“PFG” or the “Company” and together with its affiliates within the meaning of Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended, the “Company Group”), and your services as a consultant to the Company following your retirement. You and PFG may also be referred to below as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 19th, 2022 • Performance Food Group Co • Wholesale-groceries, general line • Texas
This Executive Employment Agreement (this “Agreement”) is made and entered into as of September 1, 2021 (the “Effective Date”), by and between Performance Food Group Company, a Delaware corporation (the “Company” and, together with its Affiliates (as defined below) the “Company Group”), and Scott McPherson (“Executive” and, together with the Company, the “Parties”).
PFGC, Inc., as Parent, the Guarantors named herein and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent 4.250% SENIOR NOTES DUE 2029Indenture • July 26th, 2021 • Performance Food Group Co • Wholesale-groceries, general line • New York
INDENTURE, dated as of July 26, 2021, among Performance Food Group, Inc., a Colorado corporation (the “Issuer”), PFGC, Inc., a Delaware corporation and the parent of the Issuer (“Parent”), the other Guarantors (as defined herein) named herein and U.S. Bank National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
AMENDMENT NO. 1 TO CORE-MARK HOLDING COMPANY, INC. September 1, 2021Performance Food Group Co • September 1st, 2021 • Wholesale-groceries, general line
WHEREAS, Performance Food Group Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated as of May 17, 2021 (together with all schedules and exhibits thereto, the “Merger Agreement”), by and among the Company, Longhorn Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Longhorn Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II”), and Core-Mark Holding Company, Inc., a Delaware corporation (“Core-Mark”), pursuant to which, effective as of the closing of the transactions contemplated by the Merger Agreement, (i) Merger Sub I will merge with and into Core-Mark (the “First Merger” and, such time, the “First Effective Time”) with Core-Mark continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of the Company, (ii) promptly after the First Merger, Core-Mark will merge with and into Merger
AGREEMENT AND PLAN OF MERGER by and among PERFORMANCE FOOD GROUP COMPANY, LONGHORN MERGER SUB I, INC., LONGHORN MERGER SUB II, LLC and CORE-MARK HOLDING COMPANY, INC. Dated as of May 17, 2021Agreement and Plan of Merger • May 18th, 2021 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2021 (this “Agreement”), is made and entered into by and among Performance Food Group Company, a Delaware corporation (“Parent”), Longhorn Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub I”), Longhorn Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and Core-Mark Holding Company, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Subs, the “Parties”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among PERFORMANCE FOOD GROUP COMPANY, RAM ACQUISITION COMPANY, LLC, RAM HOLDINGS I, L.L.C., RAM HOLDINGS II, L.L.C., RAM HOLDINGS III, L.L.C., REYES HOLDINGS, L.L.C., and LONE OAK REALTY LLC Dated as of...Membership Interest Purchase Agreement • July 1st, 2019 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (as may be amended from time to time, this “Agreement”) is made and entered into as of July 1, 2019, by and among Performance Food Group Company, a Delaware corporation (“Parent”), Ram Acquisition Company, LLC, a Delaware limited liability company (“Buyer”), Ram Holdings I, L.L.C., a Delaware limited liability company (“Seller 1”), Ram Holdings II, L.L.C., a Delaware limited liability company (“Seller 2”), Ram Holdings III, L.L.C., a Delaware limited liability company (“Seller 3” and, together with Seller 1 and Seller 2, “Sellers”), Reyes Holdings, L.L.C., a Delaware limited liability company (“Holdings”), and Lone Oak Realty LLC, a Delaware limited liability company (“Real Estate Seller” and, together with Sellers and Holdings, the “Seller Parties”).
WELLSPRING DISTRIBUTION CORP. c/o Wellspring Capital Management LLC Suite 216 New York, NY 10020Letter Agreement • September 9th, 2014 • Performance Food Group Co • New York
This Letter Agreement will confirm our offer of employment with Wellspring Distribution Corp. (the “Company”), which will acquire, upon the closing of the transactions contemplated by the Stock Purchase Agreement between the Company and International Multifoods Corporation, dated as of July 29, 2002 (the “Stock Purchase Agreement”), all of the outstanding stock of Multifoods Distribution Management, Inc. (“Multifoods”). Our offer is on the following terms and conditions:
SECOND Amendment TO fourth amended and restated CREDIT AGREEMENTCredit Agreement • August 18th, 2020 • Performance Food Group Co • Wholesale-groceries, general line
THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 15, 2020, by and among (A) PERFORMANCE FOOD GROUP, INC., a Colorado corporation (the “Lead Borrower”); (B) the other Borrowers identified on the signature pages hereto (together with the Lead Borrower, the “Borrowers”); (C) PFGC, INC., as a Guarantor (“Holdings”); (D) the Lenders signatory hereto; and (E) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (“Administrative Agent”).
10,120,000 Shares Performance Food Group Company Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2019 • Performance Food Group Co • Wholesale-groceries, general line • New York
