FIRST AMENDMENTPerformance Food Group Co • September 17th, 2004 • Wholesale-groceries, general line • North Carolina
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN CHIQUITA BRANDS INTERNATIONAL, INC.Stock Purchase Agreement • February 28th, 2005 • Performance Food Group Co • Wholesale-groceries, general line • Tennessee
PARTICIPATION AGREEMENT Dated as of June 9, 2000 among THE VARIOUS PARTIES HERETO FROM TIME TO TIME, as the Construction Agents and as the Lessees, PERFORMANCE FOOD GROUP COMPANY, as the Guarantor, FIRST SECURITY BANK, NATIONAL ASSOCIATION, not...Participation Agreement • August 15th, 2000 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXHIBIT 10.31 THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 29th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 10th, 2001 • Performance Food Group Co • Wholesale-groceries, general line
REVOLVING CREDIT AGREEMENT THIS AGREEMENT, dated as of July _8_, 1996, by and among PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation, whose mailing address is 6800 Paragon Place, Suite 500, Richmond, Virginia 23230 and FIRST UNION NATIONAL BANK...Revolving Credit Agreement • November 13th, 1996 • Performance Food Group Co • Wholesale-groceries, general line • Virginia
EXHIBIT 10.41 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "First Amendment"), dated as of December 19, 2001, by and among PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation (the "Borrower"), the Lenders party...Credit Agreement • March 29th, 2002 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
1 EXHIBIT 10 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made and entered into this 29th day of December, 1996, by and among Performance Food Group Company, a Tennessee corporation ("PFG"), McLane Foodservice-Temple, Inc., a Texas...Escrow Agreement • January 13th, 1997 • Performance Food Group Co • Wholesale-groceries, general line • Virginia
EXHIBIT 10.1 CREDIT AGREEMENT dated as of October 16, 2001,Credit Agreement • November 2nd, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXHIBIT 1.2 PERFORMANCE FOOD GROUP COMPANY (a Tennessee corporation) 5-1/2% Convertible Subordinated Notes due 2008 PURCHASE AGREEMENT Dated: October 10, 2001 TABLE OF CONTENTSPerformance Food Group Co • October 15th, 2001 • Wholesale-groceries, general line • New York
CREDIT AGREEMENT dated as of March 5, 1999, by and among PERFORMANCE FOOD GROUP COMPANY, as Borrower, the Lenders referred to herein,Credit Agreement • May 18th, 1999 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXHIBIT 10.1 AMENDMENT #6 TO RECEIVABLES PURCHASE AGREEMENT THIS AMENDMENT #6 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June 26, 2006 (this "AMENDMENT"), is by and among PFG Receivables Corporation, a Florida corporation ("SELLER"), Performance...Receivables Purchase Agreement • June 29th, 2006 • Performance Food Group Co • Wholesale-groceries, general line • Illinois
EXHIBIT 10.1 AMENDMENT AND WAIVER This Amendment and Waiver, dated as of April 26, 2005 among PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation, (the "Borrower"), the Lenders party to the Credit Agreement referenced below (the "Lenders") and...Performance Food Group Co • April 28th, 2005 • Wholesale-groceries, general line • North Carolina
RIGHTS AGENTRights Agreement • May 20th, 1997 • Performance Food Group Co • Wholesale-groceries, general line • Tennessee
1 EXHIBIT 4.3 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 to Rights Agreement dated as of November 22, 2000, amending the Rights Agreement dated as of May 16, 1997, (as amended, the "Agreement") between Performance Food Group Company, a...Rights Agreement • November 27th, 2000 • Performance Food Group Co • Wholesale-groceries, general line
EXHIBIT 10.2 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this "Guaranty"), dated as of October 16, 2001 is made by certain subsidiaries of PERFORMANCE FOOD GROUP COMPANY, a Tennessee...Guaranty Agreement • November 2nd, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust Indenture Act") and IndentureIndenture • October 15th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • New York
ARTICLE I DEFINITIONSCredit Agreement • May 13th, 2003 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXHIBIT 1.1 PERFORMANCE FOOD GROUP COMPANY (a Tennessee corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: October 10, 2001 TABLE OF CONTENTSPurchase Agreement • October 15th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • New York
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...Credit Agreement • March 29th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
WITNESSETH:Rights Agreement • November 27th, 2000 • Performance Food Group Co • Wholesale-groceries, general line • Tennessee
WITNESSETH:Trust Agreement • March 17th, 2005 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
andSupplemental Indenture • October 15th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • New York
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...Credit Agreement • March 29th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXECUTION VERSION SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 7, 2005,Credit Agreement • October 11th, 2005 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
amongLease Agreement • August 15th, 2000 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
EXHIBIT 10.1 PERFORMANCE FOOD GROUP COMPANY RESTRICTED SHARE AWARD AGREEMENT THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and entered into as of the ___ day of ______, 2006 (the "Grant Date"), between Performance Food Group...Restricted Share Award Agreement • May 17th, 2006 • Performance Food Group Co • Wholesale-groceries, general line • Tennessee
EXHIBIT 10.3 REVOLVING CREDIT NOTEPerformance Food Group Co • November 2nd, 2001 • Wholesale-groceries, general line
FOR VALUE RECEIVED, the undersigned, PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation (the "Borrower"), promises to pay to the order of FIRST UNION NATIONAL BANK (the "Lender"), at the place and times provided in the Credit Agreement referred to below, the principal sum of ____________________ ($________________) or, if less, the principal amount of all Revolving Credit Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of October 16, 2001 (as amended, restated, supplemented or otherwise modified, the "Credit Agreement") by and among the Borrower, the Lenders who are or may become a party thereto, as Lenders (collectively, the "Lenders") and First Union National Bank, as Administrative Agent (the "Administrative Agent"). Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT by and among KMB PRODUCE, INC.Letter of Credit and Reimbursement Agreement • May 18th, 1999 • Performance Food Group Co • Wholesale-groceries, general line • Georgia
PART I AMENDMENTS TO THE PARTICIPATION AGREEMENTCertain Operative • March 29th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
AGREEMENT AND PLAN OF MERGER by and among VISTAR CORPORATION, PANDA ACQUISITION, INC. and PERFORMANCE FOOD GROUP COMPANY Dated as of January 18, 2008Agreement and Plan of Merger • January 18th, 2008 • Performance Food Group Co • Wholesale-groceries, general line • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of January 18, 2008, is by and among VISTAR Corporation (“Parent”), a Colorado corporation, Panda Acquisition, Inc. (“Merger Sub”), a newly-formed Delaware corporation and a direct wholly-owned subsidiary of Parent, and Performance Food Group Company (the “Company”), a Tennessee corporation.
RECEIVABLES PURCHASE AGREEMENT Dated as of July 3, 2001 among PFG RECEIVABLES CORPORATION, as Seller, PERFORMANCE FOOD GROUP COMPANY, as Servicer, JUPITER SECURITIZATION CORPORATION and BANK ONE, NA (MAIN OFFICE CHICAGO), as Agent RECEIVABLES PURCHASE...Receivables Purchase Agreement • August 14th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • Illinois
This Receivables Purchase Agreement dated as of July 3, 2001 is among PFG Receivables Corporation, a Florida corporation ("Seller"), Performance Food Group Company, a Tennessee corporation ("PFG"), as initial Servicer, the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the "Financial Institutions"), Jupiter Securitization Corporation ("Conduit") and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the "Agent"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.
LEASELease • May 12th, 2004 • Performance Food Group Co • Wholesale-groceries, general line
1 EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 13th, 1997 • Performance Food Group Co • Wholesale-groceries, general line • Texas
LEASE AGREEMENT Dated as of August 29, 1997 between FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but solely as the Owner Trustee under the PFG Real Estate Trust 1997-1, as Lessor and PERFORMANCE FOOD GROUP COMPANY, as Lessee This Lease...Lease Agreement • November 10th, 1997 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina
