EXHIBIT 10.3
REVOLVING CREDIT NOTE
$______________ October 16, 2001
FOR VALUE RECEIVED, the undersigned, PERFORMANCE FOOD GROUP COMPANY, a
Tennessee corporation (the "Borrower"), promises to pay to the order of FIRST
UNION NATIONAL BANK (the "Lender"), at the place and times provided in the
Credit Agreement referred to below, the principal sum of ____________________
($________________) 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.
The unpaid principal amount of this Revolving Credit Note from time to
time outstanding is subject to mandatory repayment from time to time as provided
in the Credit Agreement and shall bear interest as provided in Section 4.1 of
the Credit Agreement. All payments of principal and interest on this Revolving
Credit Note shall be payable in lawful currency of the United States of America
in immediately available funds to the account designated in the Credit
Agreement.
This Revolving Credit Note is entitled to the benefits of, and evidences
Obligations incurred under, the Credit Agreement, to which reference is made for
a description of the security, if any, for this Revolving Credit Note and for a
statement of the terms and conditions on which the Borrower is permitted and
required to make prepayments and repayments of principal of the Obligations
evidenced by this Revolving Credit Note and on which such Obligations may be
declared to be immediately due and payable.
THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF NORTH CAROLINA, WITHOUT REFERENCE TO THE CONFLICTS
OR CHOICE OF LAW PRINCIPLES THEREOF.
The Debt evidenced by this Revolving Credit Note is senior in right of
payment to all Subordinated Debt referred to in the Credit Agreement.
The Borrower hereby waives all requirements as to diligence, presentment,
demand of payment, protest and (except as required by the Credit Agreement)
notice of any kind with respect to this Revolving Credit Note.
IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit
Note under seal as of the day and year first above written.
PERFORMANCE FOOD GROUP COMPANY
[CORPORATE SEAL]
By:
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Name:
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Title:
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