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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/17 Performance Food Group Co 10-Q 12/31/16 62:3.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 456K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 30K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 24K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 24K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 20K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 20K
13: R1 Document and Entity Information HTML 40K
14: R2 Consolidated Balance Sheets HTML 107K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 33K
16: R4 Consolidated Statements of Operations HTML 67K
17: R5 Consolidated Statements of Comprehensive Income HTML 39K
18: R6 Consolidated Statements of Shareholders' Equity HTML 83K
19: R7 Consolidated Statements of Cash Flows HTML 120K
20: R8 Summary of Business Activities HTML 29K
21: R9 Basis of Presentation HTML 24K
22: R10 Recently Issued Accounting Pronouncements HTML 38K
23: R11 Business Combinations HTML 37K
24: R12 Debt HTML 47K
25: R13 Derivatives and Hedging Activities HTML 77K
26: R14 Fair Value of Financial Instruments HTML 26K
27: R15 Income Taxes HTML 28K
28: R16 Commitments and Contingencies HTML 45K
29: R17 Related-Party Transactions HTML 33K
30: R18 Earnings Per Share HTML 37K
31: R19 Segment Information HTML 73K
32: R20 Recently Issued Accounting Pronouncements HTML 34K
(Policies)
33: R21 Business Combinations (Tables) HTML 30K
34: R22 Debt (Tables) HTML 32K
35: R23 Derivatives and Hedging Activities (Tables) HTML 64K
36: R24 Earnings Per Share (Tables) HTML 35K
37: R25 Segment Information (Tables) HTML 71K
38: R26 Summary of Business Activities - Additional HTML 61K
Information (Detail)
39: R27 Recently Issued Accounting Pronouncements - HTML 29K
Additional Information (Detail)
40: R28 Business Combinations - Additional Information HTML 34K
(Detail)
41: R29 Business Combination - Changes in Carrying Amount HTML 37K
of Goodwill (Detail)
42: R30 Debt - Schedule of Debt (Detail) HTML 44K
43: R31 Debt - Additional Information (Detail) HTML 115K
44: R32 Debt - Summary of Outstanding Borrowings, HTML 30K
Availability, and Average Interest Rate under ABL
Facility (Detail)
45: R33 Debt - Summary of Outstanding Borrowings, HTML 23K
Availability, and Average Interest Rate under ABL
Facility (Parenthetical) (Detail)
46: R34 Derivatives and Hedging Activities - Additional HTML 50K
Information (Detail)
47: R35 Derivatives and Hedging Activities - Schedule of HTML 52K
Outstanding Swap Agreements (Detail)
48: R36 Derivatives and Hedging Activities - Effect of HTML 46K
Interest Rate Swaps Designated as Hedging
Relationships on Consolidated Statement of
Operations (Detail)
49: R37 Derivatives and Hedging Activities - Summary of HTML 42K
Fair Value of Derivative Financial Instruments
(Detail)
50: R38 Derivatives and Hedging Activities - Summary of HTML 43K
Derivative Assets and Liability Balance by Type of
Financial Instrument Before and After Effects of
Offsetting (Detail)
51: R39 Fair Value of Financial Instruments - Additional HTML 28K
Information (Detail)
52: R40 Income Taxes - Additional Information (Detail) HTML 37K
53: R41 Commitments and Contingencies - Additional HTML 54K
Information (Detail)
54: R42 Related-Party Transactions - Additional HTML 50K
Information (Detail)
55: R43 Earning Per Share - Additional Information HTML 23K
(Detail)
56: R44 Earnings Per Share - Schedule of Reconciliation of HTML 42K
Numerators and Denominators for Basic and Diluted
Earnings Per Share Computations (Detail)
57: R45 Segment Information - Additional Information HTML 21K
(Detail)
58: R46 Segment Information - Schedule of Segment HTML 58K
Reporting Information, by Segment (Detail)
59: R47 Segment Information - Summary Assets by Reportable HTML 31K
Segment, Excluding Intercompany Receivables
(Detail)
61: XML IDEA XML File -- Filing Summary XML 107K
60: EXCEL IDEA Workbook of Financial Reports XLSX 61K
7: EX-101.INS XBRL Instance -- pfgc-20161231 XML 1.12M
9: EX-101.CAL XBRL Calculations -- pfgc-20161231_cal XML 169K
10: EX-101.DEF XBRL Definitions -- pfgc-20161231_def XML 450K
11: EX-101.LAB XBRL Labels -- pfgc-20161231_lab XML 1.01M
12: EX-101.PRE XBRL Presentations -- pfgc-20161231_pre XML 689K
8: EX-101.SCH XBRL Schema -- pfgc-20161231 XSD 136K
62: ZIP XBRL Zipped Folder -- 0001193125-17-034642-xbrl Zip 123K
| EX-4.1 |
Exhibit 4.1
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 13, 2016 among T.F. Kinnealey & Co., Inc. and Larry Kline Wholesale Meats and Provisions, Inc. (each, a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), each a subsidiary of Performance Food Group, Inc., a Colorado corporation (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.
W I T N E S S E T H
WHEREAS, the Issuer, PFGC, Inc., a Delaware corporation (“Parent”), and the other Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of May 17, 2016, providing for the issuance of $350,000,000 aggregate principal amount of 5.50% Senior Notes due 2024 (the “Initial Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
(2) Agreement to Guarantee. Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiaries) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(5) Governing Law. THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(6) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(7) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
(8) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries.
(9) Benefits Acknowledged. Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
(10) Successors. All agreements of the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[Signatures on following page]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| T.F. KINNEALEY & CO., INC. | ||
| By: | ||
| Name: Jeffrey W. Fender | ||
| Title: Vice President and Treasurer | ||
| LARRY KLINE WHOLESALE MEATS AND PROVISIONS, INC. | ||
| By: | ||
| Name: Jeffrey W. Fender | ||
| Title: Vice President and Treasurer | ||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Richard Prokosch | |
| Name: Richard Prokosch | ||
| Title: Vice President | ||
[Signature Page to Supplemental Indenture]
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/8/17 | 8-K | ||
| For Period end: | 12/31/16 | |||
| 12/13/16 | ||||
| 5/17/16 | 8-K, S-1/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/19/22 Performance Food Group Co. 10-K 7/02/22 112:21M Donnelley … Solutions/FA 8/24/21 Performance Food Group Co. 10-K 7/03/21 114:17M ActiveDisclosure/FA 8/18/20 Performance Food Group Co. 10-K 6/27/20 115:18M ActiveDisclosure/FA |