0000908254-01-500011 Sample Contracts

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.

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 14th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina

This FIFTH AMENDMENT TO CREDIT AGREEMENT (the "Fifth Amendment") dated as of April 27, 2001, 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.

SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS AND CONSENT
Certain Operative Agreements and Consent • August 14th, 2001 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina

THIS SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS AND CONSENT dated as of April 27, 2001, (this "Amendment") is by and among the parties to the Participation Agreement (hereinafter defined) from time to time as the lessees and as the construction agents (subject to the definition of Lessee and Construction Agent in Appendix A to the Participation Agreement, individually a "Lessee" or a "Construction Agent" and collectively the "Lessees" or the "Construction Agents"); PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation, as the guarantor ("Guarantor"); WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (formerly known as First Security Bank, National Association), a national banking association, not individually, but solely as the Owner Trustee under the PFG Real Estate Trust 2000-1 (the "Owner Trustee", the "Borrower" or the "Lessor"); the various banks and other lending institutions which are parties to the Participation Agreement from time to time as holders of certificates issu

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