Exhibit 10.1
EXECUTION VERSION
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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."
RECITALS
WHEREAS, the Borrowers, Holdings, the Lenders party thereto and the
Administrative Agent are parties to that certain Second Amended and Restated
Credit Agreement dated as of February 1, 2016 (as amended, restated,
supplemented or otherwise modified from time to time before the date hereof, the
"Credit Agreement").
WHEREAS, the Borrowers have requested Additional Commitments (as this and other
capitalized terms used in these recitals are defined below), the effect of
which, as further provided below, will be to increase the Tranche A Commitments
by $325,000,000 and to increase the Tranche A-1 Commitments by $25,000,000, and
certain Lenders party hereto and identified herein have agreed to provide such
Additional Commitments on the terms set forth herein.
WHEREAS, additionally, the Borrowers have requested certain amendments and
modifications to and under the Credit Agreement as more particularly described
herein.
WHEREAS, the Administrative Agent and the Lenders party hereto have agreed,
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.
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 Credit Agreement is hereby amended as follows:
(a) Agreement to Provide Additional Commitments. Effective as of the Effective
Date, the Tranche A Commitment and the Tranche A-1 Commitment of each Lender
identified in Schedule A, attached hereto and made a part hereof (each, an
"Increasing Lender"), shall be increased by the amounts set forth in Schedule A
for such Increasing Lender, such that, after giving effect to this Agreement and
the Additional Commitments contemplated in this Section 2, such Increasing
Lender shall have the Tranche A Commitment and Tranche A-1 Commitment set forth
for such Lender in Schedule A. The increased Tranche A Commitments and Tranche
A-1 Commitments described in this Section 2 are "Additional Commitments" as
contemplated in Section 2.17 of the Credit