EXHIBIT 4.1
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SYSCO CORPORATION
AND
WACHOVIA BANK, NATIONAL ASSOCIATION
(Formerly First Union National Bank of North Carolina)
Trustee
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EIGHTH SUPPLEMENTAL INDENTURE
Dated as of September 22, 2005
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Supplementing the Indenture
dated as of June 15, 1995
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EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 22nd day of September, 2005,
between SYSCO CORPORATION, a corporation organized and existing under the laws
of the State of Delaware (the "Company"), and WACHOVIA BANK, NATIONAL
ASSOCIATION (formerly First Union National Bank of North Carolina), a national
banking association, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture dated as of June 15, 1995 (the "Original Indenture") providing for
the issuance by the Company from time to time of its unsecured debentures, notes
or other evidences of indebtedness to be issued in one or more series (in the
Original Indenture and herein called the "Securities"); and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
(i) a First Supplemental Indenture dated as of June 27, 1995 providing for the
issuance by the Company of $150,000,000 aggregate principal amount of 6 1/2%
Senior Notes due June 15, 2005, (ii) a Second Supplemental Indenture dated as of
May 1, 1996 providing for the issuance by the Company of $200,000,000 aggregate
principal amount of 7% Senior Notes due May 1, 2006, (iii) a Third Supplemental
Indenture dated as of April 25, 1997 providing for the issuance by the Company
of $50,000,000 aggregate principal amount of 7.16% Debentures due April 15,
2027, (iv) a Fourth Supplemental Indenture dated as of April 25, 1997 providing
for the issuance by the Company of $100,000,000 aggregate principal amount of
7.25% Senior Notes due April 15, 2007, (v) a Fifth Supplemental Indenture dated
as of July 27, 1998 providing for the issuance by the Company of $225,000,000
aggregate principal amount of 6 1/2% Debentures due August 1, 2028, (vi) a Sixth
Supplemental Indenture dated as of April 5, 2002 providing for the issuance by
the Company of $200,000,000 aggregate principal amount of 4.75% Notes due July
30, 2005 and (vii) a Seventh Supplemental Indenture dated as of March 5, 2004
providing for the issuance by the Company of $200,000,000 aggregate principal
amount of 4.60% Senior Notes due March 15, 2014; and
WHEREAS, the Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Original Indenture,
including Section 2.3 thereof, and pursuant to appropriate resolutions of the
Board of Directors, has duly determined to make, execute and deliver to the
Trustee this Eighth Supplemental Indenture to the Original Indenture as
permitted by Sections 2.1, 2.3 and 8.1 of the Original Indenture in order to
establish the form or terms of, and to provide for the creation and issue of, a
series of Securities under the Original Indenture in the aggregate principal
amount of $500,000,000; and
WHEREAS, all things necessary to make the Securities provided for herein,
when executed by the Company and authenticated and delivered by the Trustee or
any Authenticating Agent and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor,
the valid, binding and legal obligations of the Company and to make this Eighth
Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Original
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Indenture and in this Eighth Supplemental Indenture and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
1.1 Definitions. Each capitalized term that is used herein and is defined
in the Original Indenture shall have the meaning specified in the Original
Indenture unless that term is otherwise defined herein.
1.2 Section References. Each reference to a particular section set forth in
this Eighth Supplemental Indenture shall, unless the context otherwise requires,
refer to this Eighth Supplemental Indenture.
ARTICLE II
TITLE AND TERMS OF SECURITIES
2.1 Title of the Securities. This Eighth Supplemental Indenture hereby
establishes a series of Securities designated as the "5.375% Senior Notes due
September 21, 2035" of the Company (collectively referred to herein as the
"Notes"). For purposes of the Original Indenture, the Notes shall constitute a
single series of Securities.
2.2 Term of the Notes. The Notes shall mature on September 21, 2035 (the
"Stated Maturity"). In the event that the Stated Maturity of any Note is not a
Business Day, principal and interest payable at maturity shall be paid on the
next succeeding Business Day with the same effect as if that Business Day were
the Stated Maturity and no interest shall accrue or be payable for the period
from and after the Stated Maturity to the next succeeding Business Day.
2.3 Amount and Denominations; Currency of Payment. The aggregate principal
amount in which the Notes may be issued under this Eighth Supplemental Indenture
is limited to $500,000,000.
The Notes shall be issued in the form of one or more Registered Global
Securities in the name of Cede & Co., as registered owner and nominee for The
Depository Trust Company, New York, New York ("DTC"). DTC shall initially act as
Depositary for the Notes.
The Notes shall be denominated in United States dollars in denominations of
$1,000 and integral multiples of $1,000.
2.4 Interest and Interest Rates. Each Note shall bear interest at the rate
of 5.375% per annum from the date of issue or from the most recent Interest
Payment Date (as defined in Section 2.5 below) to which interest on such Note
has been paid or duly provided for, commencing with the Interest Payment Date
next succeeding the date of issue, until the principal thereof is paid or made
available for payment. Interest shall be payable to the Person in whose name a
Note is registered at the close of business on the Regular Record Date (as
defined in Section 2.5 below) next preceding an Interest Payment Date.
2
Notwithstanding the foregoing, if a Note is originally issued after the Regular
Record Date and before the corresponding Interest Payment Date, the first
payment of interest on the Note shall be made on the next succeeding Interest
Payment Date to the Person in whose name that Note was registered on the Regular
Record Date with respect to such next succeeding Interest Payment Date. Interest
on each Note shall be computed on the basis of a 360-day year comprising twelve
30-day months.
2.5 Interest Payments. The interest payment dates for each Note shall be
March 21 and September 21, in each year (the "Interest Payment Dates"),
beginning March 21, 2006 and the regular record dates shall be the March 1 and
September 1 (the "Regular Record Dates") preceding those Interest Payment Dates,
respectively. Interest shall also be payable at maturity of any Note.
If an Interest Payment Date with respect to the Notes would otherwise fall
on a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day with respect to the Notes and no
interest shall accrue or be payable on such next succeeding Business Day for the
period from and after such original Interest Payment Date to such next
succeeding Business Day.
Except as provided in the immediately preceding paragraph, interest
payments shall be in the amount of interest accrued to, but excluding, the
Interest Payment Date.
2.6 Place of Payment, Transfer and Exchange. The Company authorizes and
appoints the Trustee as the sole paying agent (the "Paying Agent") with respect
to any Notes represented by Registered Global Securities, without prejudice to
the Company's authority to appoint additional paying agents from time to time
pursuant to Section 3.4 of the Original Indenture. Payments of principal on each
Note and interest thereon payable at maturity or upon redemption shall be made
in immediately available funds in such currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, at the request of the Holder, at the office or agency of the
Paying Agent in New York, New York or any other duly appointed Paying Agent,
provided that the Note is presented to the Paying Agent in time for the Paying
Agent to make the payments in immediately available funds in accordance with its
normal procedures. So long as any Notes are represented by a Registered Global
Security, interest (other than interest payable at maturity or upon redemption)
shall be paid in immediately available funds by wire transfer to the Depositary
for such Notes, on the written order of the Depositary. In addition, the Company
may maintain a drop agent, in such location or locations as the Company may
select, to provide the Holders with an office at which they may present the
Notes for payment. The Company hereby acknowledges that any drop agent
maintained will accept Notes for presentment, take payment instructions from the
Holder and forward the Notes presented and any related payment instructions to
the Paying Agent by overnight courier, for next day delivery. Notes presented as
set forth in the previous sentence shall be deemed to be presented to the Paying
Agent on the Business Day next succeeding the day the Notes are delivered to the
drop agent. Payment of interest (other than interest payable in accordance with
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the preceding provisions of this subsection (i)) will, subject to certain
exceptions provided in the Indenture, be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
register as of the applicable Regular Record Date or, at the option of the
Company, by wire transfer to an account maintained by such Person with a bank
located in the United States.
The Company appoints the Trustee as the sole Security registrar with
respect to the Notes, without prejudice to the Company's authority to appoint
additional Security registrars from time to time pursuant to Section 2.8 of the
Original Indenture. The Notes may be presented by the Holders thereof for
registration of transfer or exchange at the office or agency of the Security
registrar or any successor or co-registrar in New York, New York. In addition,
the Company may maintain a drop agent, in such location or locations as the
Company may select, to provide the Holders with an office at which they may
present the Notes for registration of transfer or exchange. The Company hereby
acknowledges that any drop agent maintained by the Company will accept Notes for
registration of transfer or exchange and forward those Notes to the Security
registrar by overnight courier, for next day delivery. Notes accepted as set
forth in the immediately preceding sentence shall be deemed to be presented to
the Security registrar on the Business Day next succeeding the day that Notes
are delivered to the drop agent.
2.7 No Sinking Fund. The Notes shall not be subject to any sinking fund.
2.8 Redemption at Option of the Company. The Notes are redeemable in whole
or in part at any time and from time to time prior to the Stated Maturity, at
the option of the Company, at a redemption price equal to the greater of the
following amounts, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to the date of redemption: (i) 100% of the
principal amount of the Notes being redeemed; or (ii) the sum of the present
values of the remaining scheduled payments of the principal of and interest on
the Notes to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points.
As used in this Section 2.8 only, the terms set forth below shall have the
following respective meanings:
"Business Day" means any calendar day that is not a Saturday, Sunday
or legal holiday in New York, New York and on which commercial banks are
open for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, the average of two Reference Treasury Dealer Quotations for that
redemption date.
"Quotation Agent" means Goldman, Sachs & Co. or its successor.
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"Reference Treasury Dealer" means each of (1) Goldman, Sachs & Co. or
its successor and (2) one other firm that is a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer") which the
Company specifies from time to time; provided, however, that if any of them
ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to a
particular Reference Treasury Dealer and a particular redemption date, the
average, as calculated by the Trustee, of the bid and asked price for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 5:00 p.m., New York City time, on the third Business
Day preceding that redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per year equal to: (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15 (519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to
the Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the maturity date of the Notes, yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined, and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month; or (2) if such release or any successor
release is not published during the week preceding the calculation date or
does not contain such yields, the rate per year equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue, expressed as a percentage
of its principal amount, equal to the Comparable Treasury Price for such
redemption date. The Treasury Rate will be calculated as of 5:00 p.m. on
the third Business Day preceding the redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of Notes to be redeemed. If
fewer than all of the Notes are to be redeemed, the Trustee shall select, in
such manner as the Trustee shall deem appropriate and fair, the particular Notes
to be redeemed in whole or in part.
Unless the Company defaults in payment of the redemption price, on or after
the date of redemption, interest will cease to accrue on the Notes or portions
thereof called for redemption.
2.9. Form and Other Terms of the Notes. Attached hereto as Annex A is a
form of a Note denominated in United States dollars, which form is hereby
established as a form in which Notes may be issued. In addition, any Note may be
issued in such other form as may be provided by, or not inconsistent with, the
terms of the Original Indenture and this Eighth Supplemental Indenture.
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ARTICLE III
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representation in respect of, and shall
not be responsible in any manner whatsoever for and in respect of, the validity
or sufficiency of this Eighth Supplemental Indenture or the proper authorization
or the due execution hereof by the Company or for or in respect of the recitals
and statements contained herein, all of which recitals and statements are made
solely by the Company.
Except as expressly amended hereby, the Original Indenture, as heretofore
amended and supplemented, shall continue in full force and effect in accordance
with the provisions thereof and the Original Indenture is in all respects hereby
ratified and confirmed. This Eighth Supplemental Indenture and all its
provisions shall be deemed a part of the Original Indenture in the manner and to
the extent herein and therein provided.
THIS EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS
OF ANY OTHER JURISDICTION.
This Eighth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
SYSCO CORPORATION
By:
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Name:
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Title:
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WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
By:
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Name:
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Title:
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Annex A
[FORM OF FACE OF SECURITY]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
A-1
REGISTERED REGISTERED
SYSCO CORPORATION
5.375% Senior Note due September 21, 2035
No. _______ CUSIP: 871829 AJ 6
PRINCIPAL AMOUNT: $500,000,000 AUTHENTICATION DATE: September 22, 2005
ORIGINAL ISSUE DATE: September 22, 2005 STATED MATURITY: September 21, 2035
INTEREST RATE: 5.375% per annum SUBJECT TO DEFEASANCE PURSUANT
TO SECTION 10.1 OF THE INDENTURE
REFERRED TO HEREIN
ISSUE PRICE: 99.911% of principal amount
SYSCO Corporation, a corporation organized and existing under the laws of
the State of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture referred to herein), for value received,
hereby promises to pay to CEDE & Co., or registered assigns, the principal sum
of FIVE HUNDRED MILLION U.S. DOLLARS ($500,000,000) on September 21, 2035 (the
"Stated Maturity") and to pay interest thereon at the rate of 5.375% per annum,
computed on the basis of a 360-day year comprising twelve 30-day months, from
September 22, 2005 (the "Original Issue Date") or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, on March 21
and September 21 in each year and at the Stated Maturity or upon redemption,
commencing with March 21, 2006 until the principal hereof is paid or made
available for payment. If an Interest Payment Date would otherwise fall on a day
that is not a Business Day, such Interest Payment Date shall be postponed to the
next succeeding Business Day and no interest shall accrue or be payable on such
next succeeding Business Day for the period from and after such original
Interest Payment Date to such next succeeding Business Day. Except as provided
in the immediately preceding sentence, interest payments shall be in the amount
of interest accrued to, but excluding, the applicable Interest Payment Date.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture referred to herein, be
paid to the Person in whose name this Note is registered at the close of
business on the Regular Record Date for such interest, which shall be March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.
Payments of principal on this Note and interest payable on this Note at the
Stated Maturity or upon redemption of this Note shall be made in immediately
available funds in such currency of the United States of America as at the time
A-2
of payment shall be legal tender for the payment of public and private debts, at
the request of the Holder upon presentation and surrender of this Note, at the
office or agency of the Paying Agent in New York, New York or any other duly
appointed Paying Agent, provided that this Note is presented to the Paying Agent
in time for the Paying Agent to make payments in immediately available funds in
accordance with its normal procedures. So long as any Notes are represented by a
Registered Global Security, interest (other than interest payable at maturity or
upon redemption) shall be paid in immediately available funds by wire transfer
to the Depositary for such Notes, on the written order of the Depositary. In
addition, the Company may maintain a drop agent, in such location or locations
as the Company may select, to provide the Holders with an office at which they
may present the Notes for payment. Notes presented to a drop agent in accordance
with the provisions of the Indenture referred to herein shall be deemed to be
presented to the Paying Agent on the Business Day next succeeding the day the
Notes are delivered to the drop agent.
Payment of interest (other than interest payable in accordance with the
provisions of the immediately preceding paragraph) will, subject to certain
exceptions provided in the Indenture referred to herein, be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security register as of the applicable Regular Record Date or, at the option
of the Company, by wire transfer to an account maintained by such Person with a
bank located in the United States.
The Notes are redeemable in whole or in part at any time and from time to
time prior to the Stated Maturity, at the option of the Company, at a redemption
price equal to the greater of the following amounts, plus, in either case,
accrued and unpaid interest on the principal amount being redeemed to the date
of redemption: (1) 100% of the principal amount of the Notes being redeemed; or
(2) the sum of the present values of the remaining scheduled payments of the
principal of and interest on the Notes to be redeemed (exclusive of interest
accrued to the date of redemption), discounted to the date of redemption on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined in the following paragraph) plus 15 basis
points.
As used in this paragraph and in the immediately preceding paragraph only,
the terms set forth below shall have the following respective meanings:
"Business Day" means any calendar day that is not a Saturday, Sunday or
legal holiday in New York, New York and on which commercial banks are open
for business in New York, New York.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, the
average of two Reference Treasury Dealer Quotations for that redemption
date.
A-3
"Quotation Agent" means Goldman, Sachs & Co. or its successor.
"Reference Treasury Dealer" means each of (1) Goldman, Sachs & Co. or its
successor and (2) one other firm that is a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer") which the
Company specifies from time to time; provided, however, that if any of them
ceases to be a Primary Treasury Dealer, the Company will substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation" means, with respect to a particular
Reference Treasury Dealer and a particular redemption date, the average, as
calculated by the Trustee, of the bid and asked price for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer
as of 5:00 p.m., New York City time, on the third Business Day preceding
that redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
year equal to: (1) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently
published statistical release designated "H.15 (519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding to
the Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the maturity date of the Notes, yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined, and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month; or (2) if such release or any successor
release is not published during the week preceding the calculation date or
does not contain such yields, the rate per year equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue, expressed as a percentage
of its principal amount, equal to the Comparable Treasury Price for such
redemption date. The Treasury Rate will be calculated as of 5:00 p.m. on
the third Business Day preceding the redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of Notes to be redeemed. If
fewer than all of the Notes are to be redeemed, the Trustee shall select, in
such manner as the Trustee shall deem appropriate and fair, the particular Notes
to be redeemed in whole or in part.
A-4
Unless the Company defaults in payment of the redemption price, on or after
the date of redemption, interest will cease to accrue on the Notes or portions
thereof called for redemption.
In the event of redemption of this Note in part only, a new Note or Notes
of like tenor and in an aggregate principal amount equal to the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Notes are not subject to any sinking fund.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Note shall not be
entitled to any benefit under the Indenture referred to herein or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
SYSCO CORPORATION
[Seal]
By
-----------------------------------------
Name:
Title:
Attest
-------------------------------------
Name:
Title:
A-5
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
Date: September 22, 2005
This is one of the Securities referred to in the within-mentioned Indenture.
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee
By
-----------------------------------------
Authorized Signatory
A-6
[REVERSE OF NOTE]
SYSCO CORPORATION
5.375% Senior Note due September 21, 2035
This Note is one of a duly authorized issue of securities of the Company
(the "Securities"), issued and to be issued in one or more series under an
Indenture dated as of June 15, 1995 and executed and delivered by the Company to
Wachovia Bank, National Association (formerly First Union National Bank of North
Carolina), as trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), as supplemented by a First Supplemental
Indenture dated as of June 27, 1995, a Second Supplemental Indenture dated as of
May 1, 1996, a Third Supplemental Indenture dated as of April 25, 1997, a Fourth
Supplemental Indenture dated as of April 25, 1997, a Fifth Supplemental
Indenture dated as of July 27, 1998, a Sixth Supplemental Indenture dated as of
April 5, 2002, a Seventh Supplemental Indenture dated as of March 5, 2004 and an
Eighth Supplemental Indenture dated as of September 22, 2005, all executed and
delivered by the Company to the Trustee (such Indenture, as supplemented by the
First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental
Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth
Supplemental Indenture, Seventh Supplemental Indenture and Eighth Supplemental
Indenture, is referred to herein as the "Indenture"), to which Indenture
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. The acceptance of this Note shall be deemed to
constitute the consent and agreement of the Holder hereof to all the terms and
conditions of the Indenture. This Note is a Security of the series designated on
the face hereof, limited in aggregate principal amount to $500,000,000.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. Events of Default are
defined in the Indenture and generally include: (i) default for 30 days in
payment of any interest on the Securities; (ii) default in any payment of
principal on any of the Securities when due and payable; (iii) failure on the
part of the Company duly to observe or perform any of the covenants or
agreements on the part of the Company in the Securities or in the Indenture
which shall not have been remedied within 90 days after written notice by the
Trustee or by the holders of at least 25% in aggregate principal amount of the
Outstanding Securities of all series affected thereby; or (iv) certain events
involving bankruptcy, insolvency or reorganization of the Company. If an Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the Securities of each such affected series of
then Outstanding Securities (voting as a single class) may declare the entire
principal of all Securities of all such affected series, and the interest
accrued thereon, if any, to be immediately due and payable, except that, in the
case of an Event of Default arising from certain events of bankruptcy,
insolvency or reorganization of the Company, the principal and interest on the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholder.
Subject to certain limitations, the Holders of a majority in aggregate principal
amount of the Securities of each series affected (with all such series voting as
a single class) at the time Outstanding shall have the right to direct the
Trustee in its exercise of any trust or power conferred on the Trustee with
respect to the Securities of such series by the Indenture, provided that the
Trustee may decline to follow any such direction if the Trustee determines the
action or proceeding so directed may not lawfully be taken or if the Trustee in
good faith shall determine that the action or proceeding so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
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so determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interest of Holders of the
Securities of all series so affected not joining in the giving of said
direction. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal or interest) if it determines
that withholding notice is in their best interests. The Indenture requires the
Company to furnish an annual compliance certificate to the Trustee.
The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
Holders for one or more of the following purposes (as more particularly set
forth in the Indenture): (1) to convey, transfer, assign, mortgage or pledge any
property or assets to the Trustee as security for the Securities of one or more
series; (2) to evidence the succession of another entity to the Company; (3) to
add to the covenants of the Company or add Events of Default for the benefit of
Holders; (4) to cure any ambiguity, to correct or supplement any provision of
the Indenture which may be defective or inconsistent with any other provision of
the Indenture, or to make any other provisions with respect to matters or
questions arising under the Indenture as shall not adversely affect the
interests of the Holders in any material respect; (5) to establish the form or
terms of Securities of any series as permitted by Sections 2.1 and 2.3 of the
Indenture; and (6) to evidence the appointment of a successor Trustee.
The Indenture also permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities then Outstanding of each series to be affected (voting as a
single class). The Indenture also contains provisions permitting the Holders of
a majority in aggregate principal amount of the Securities of all series at the
time Outstanding with respect to which a default or Event of Default shall have
occurred and be continuing (voting as a single class), on behalf of the Holders
of all such Securities, to waive certain past defaults and Events of Default
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Security issued upon the registration
of transfer hereof or in exchange for or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.
Without the consent of each Holder of each Note so effected, the Company
may not extend the final maturity of any Note, or reduce the rate (or alter the
method of computation) or interest thereon or extend the time for payment
thereof, or reduce (or alter the method of computation of) any amount payable on
redemption or repayment thereof or extend the time for payment thereof, or make
the principal thereof or interest thereon (including any amount in respect of
original issue discount) payable in any coin or currency other than that
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provided in the Notes or in accordance with the terms thereof, or reduce the
amount that would be due and payable upon an acceleration of the maturity of any
Note, or impair or affect the right of any Holder to institute suit for the
payment thereof.
A supplemental indenture that changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of Holders of Securities of such series, or of Coupons appertaining to
such Securities, with respect to such covenant provision, shall be deemed not to
affect the rights under the Indenture of Holders of Securities of any other
series or of the Coupons appertaining to such Securities.
As set forth in, and subject to the provisions of, the Indenture, no Holder
of any Note will have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for any remedy thereunder, unless
(1) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the Notes, (2) the Holders of not
less than 25% in aggregate principal amount of the Outstanding Notes shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, (3) the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Outstanding
Notes a direction inconsistent with such request and (4) the Trustee shall have
failed to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or any interest on this Note on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note,
as described on the face hereof, at the times, place and rate, and in the coin
or currency, herein prescribed.
The Notes are issuable only in fully registered form and are represented
either by one or more global certificates registered in the name of a depositary
or in the name of its nominee or by a certificate or certificates registered in
the name of the beneficial owner(s) of such Notes or its or their nominee(s).
The Notes are issuable in denominations of $1,000 and integral multiples of
$1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes and of like tenor of any authorized denomination, as
requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations set forth
in the Indenture or this Note, the transfer of this Note is registrable in the
Security register, upon surrender of this Note for registration of transfer or
exchange at the office or agency of the Security registrar or any successor or
co-registrar in New York, New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. The Company shall not be required to
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exchange or register a transfer of (a) any Notes for a period of 15 days next
preceding the first mailing of notice of redemption of the Notes, or (b) the
Notes selected, called or being called for redemption, in whole or in part,
except, in the case of any Note to be redeemed in part, the portion thereof not
so to be redeemed.
In addition, the Company may maintain a drop agent, in such location or
locations as the Company may select, to provide the Holders with an office at
which they may present the Notes for registration of transfer or exchange. Notes
accepted as set forth in the immediately preceding sentence shall be deemed to
be presented to the Security registrar on the Business Day next succeeding the
day that Notes are delivered to the drop agent.
No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Subject to the terms of the Indenture, prior to due presentment of this
Note for registration of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note is
overdue, and none of the Company, the Trustee or any such agent shall be
affected by notice to the contrary.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or of certain restrictive covenants and Events of
Default with respect to this Note, in each case upon compliance with certain
conditions set forth in the Indenture. The Indenture with respect to the Notes
shall be discharged and canceled upon the payment of all of the Notes and shall
be discharged except for certain obligations upon the irrevocable deposit with
the Trustee of any combination of funds and U.S. Government Obligations
sufficient for such payment.
In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.
THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.
All capitalized terms used but not defined in this Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse under or upon any obligation,
covenant or agreement contained in the Indenture, or in this Note, or because of
any indebtedness evidenced hereby, shall be had against any incorporator, as
such, or against any past, present or future stockholder, officer, director or
employee, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
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FORM OF ASSIGNMENT
ABBREVIATIONS
Customary abbreviations may be used in the name of a Holder or an assignee,
such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT
TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
Additional abbreviations may also be used though not in the above list.
------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
- --------------------------------
- --------------------------------
- --------------------------------
- --------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing __________________________________, attorney to transfer said Note on
the books of the Company, with full power of substitution in the premises.
Dated: ______________________________________________
Notice: The signature(s) to this assignment must
correspond with the name(s) as written on the face
of the within instrument in every particular,
without alteration or enlargement, or any change
whatsoever.
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SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT
OF THIS NOTE
The original principal amount of this Note is FIVE HUNDRED MILLION U.S.
Dollars ($500,000,000). The following increases or decreases in the principal
amount of this Note have been made:
Amount of Amount of Principal amount Signature of
decrease in increase in of this authorized
Date of principal amount principal amount Note following signatory of
increase or of this of this such decrease Trustee or
decrease Note Note (or increase) Depository
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