EXHIBIT 10.4
SWINGLINE NOTE
$10,000,000.00 October 16, 2001
FOR VALUE RECEIVED, the undersigned, PERFORMANCE FOOD GROUP COMPANY, a
corporation organized under the laws of Tennessee (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
TEN MILLION AND NO/100 DOLLARS ($10,000,000.00) or, if less, the principal
amount of all Swingline 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 Swingline 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. Swingline Loans refunded as Revolving Credit Loans in
accordance with Section 2.2(b) of the Credit Agreement shall be payable by the
Borrower as Revolving Credit Loans pursuant to the Revolving Credit Notes, and
shall not be payable under this Swingline Note as Swingline Loans. All payments
of principal and interest on this Swingline 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 Swingline 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 Swingline 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 Swingline Note and on which such Obligations may be declared
to be immediately due and payable.
THIS SWINGLINE 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 Swingline 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 Swingline Note.
IN WITNESS WHEREOF, the undersigned has executed this Swingline 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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