0000908254-02-000021 Sample Contracts

AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 13th, 2002 • Performance Food Group Co • Wholesale-groceries, general line • Illinois

This AMENDMENT TO Receivables Purchase Agreement, dated as of July 12, 2002 (this "Amendment"), is by and among PFG Receivables Corporation, a Florida corporation ("Seller"), Performance Food Group Company, a Tennessee corporation, as initial Servicer (together with Seller, the "Seller Parties"), Jupiter Securitization Corporation ("Conduit") and Bank One, NA (Main Office Chicago), individually (together with Conduit, the "Purchasers") and as agent for the Purchasers (in such capacity, the "Agent"), and pertains to the Receivables Purchase Agreement, dated as of July 3, 2001 (as heretofore amended, the "Existing Agreement"). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Existing Agreement.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 13th, 2002 • Performance Food Group Co • Wholesale-groceries, general line • North Carolina

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment"), dated as of July 25, 2002, by and among PERFORMANCE FOOD GROUP COMPANY, a Tennessee corporation (the "Borrower"), the Lenders party to the Credit Agreement referenced below (the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Administrative Agent for the Lenders (the "Administrative Agent") and MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent for the Lenders (the "Syndication Agent").

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