Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
"Agreement"), dated as of April 29, 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").
RECITALS
WHEREAS, the Borrowers, Holdings, the Lenders party thereto, and the
Administrative Agent are parties to that certain Fourth Amended and Restated
Credit Agreement dated as of December 30, 2019 (as amended, restated,
supplemented or otherwise modified from time to time before the date hereof, the
"Credit Agreement").
WHEREAS, the Borrowers have requested Additional Term Loan Commitments
consisting of an Additional Junior Term Loan in the amount of $110,000,000, and
certain Lenders party hereto and identified herein have agreed to provide such
Additional Term Loan Commitments on the terms set forth herein.
WHEREAS, the Borrowers, the Administrative Agent and the Lenders party hereto
have agreed, in accordance with clauses (b) and (c) of Section 10.01 of the
Credit Agreement, subject to the terms and conditions set forth herein, to such
amendments and modifications to and under the Credit Agreement as provided
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1
Definitions. In addition to other terms which may be defined herein
(including, without limitation, in the preamble and recitals to this Agreement),
terms used, but not defined, herein shall have the meanings given such terms in
the Credit Agreement (as amended hereby).
SECTION 2
Additional Commitments. Subject to and in accordance with the terms
and conditions set forth herein (including, without limitation, Section 4
below), and effective on and after the Effective Date (as defined in Section 4
below), the parties hereto agree as follows:
(a)
Agreement to Provide Additional Commitments. The Additional Term Loan
Commitment of each Lender identified in Schedule A, attached hereto and made a
part hereof (each, an "AJTL Lender"), shall be the amount set forth in Schedule
A for such AJTL Lender (each such Additional Term Loan Commitment, an "AJTL
Commitment").
(b)
Priority and Characteristics of AJTL Commitments and AJTL Loans. As
authorized and contemplated by Section 2.17 of the Credit Agreement:
(i)
The AJTL Commitments described in this Section 2 are "Additional Term Loan
Commitments" and "Additional Commitments";
(ii)
The term loans made pursuant to the AJTL Commitments (the "AJTL Loans") are
"Additional Junior Term Loans";
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(iii)
The AJTL Loans rank junior in right of priority of payment with respect to the
Obligations in respect of the Tranche A Commitments, the Tranche A-1
Commitments, and any Additional Pari Passu Term Loans and, therefore, may not be
paid except to the extent permitted or contemplated in