EXHIBIT 10.2
REVOLVING CREDIT NOTE
$_______________ ________, _____
FOR VALUE RECEIVED, the undersigned, PERFORMANCE FOOD GROUP COMPANY, a Tennessee
corporation (the "Borrower"), promises to pay to the order of
________________________ (the "Lender"), at the place and times provided in the
Credit Agreement referred to below, the principal sum of ______________ DOLLARS
($__________) or, if less, the principal amount of all Revolving Credit Loans
made by the Lender from time to time pursuant to that certain Second Amended and
Restated Credit Agreement, dated as of October 7, 2005 (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 Wachovia Bank, National Association, 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 BY, 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:
