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EXHIBIT 4.2
FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT ("Amendment"), dated as of June
30, 1999, is by and between Performance Food Group Company, a Tennessee
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York corporation ("AST"), and amends the Rights Agreement dated May 16, 1997,
(the "Rights Agreement"), between the Company and First Union National Bank, as
Rights Agent ("First Union").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has determined it to be
advisable and in the best interest of the Company to amend the Rights Agreement
to provide for a new Rights Agent; and
WHEREAS, pursuant to Section 21 of the Rights Agreement, the Board of
Directors of the Company has appointed AST as the new Rights Agent effective as
of July 1, 1999, and AST has agreed to act as such;
NOW THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. The Company hereby appoints AST as Rights Agent to act as agent to
the Company in accordance with the terms and conditions of the Rights Agreement,
and AST hereby accepts such appointment.
2. This Amendment shall be governed by an construed in accordance with
the laws of the State of Tennessee.
3. This Amendment may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first above written.
PERFORMANCE FOOD GROUP COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
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Title: Executive Vice President
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AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Vice President
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