EXHIBIT 99.1
COMMITMENT INCREASE AGREEMENT dated as of March 31, 2006,
among SYSCO CORPORATION (the "Company"), the INCREASING LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as U.S. administrative
agent (the "U.S. Administrative Agent") under the Credit Agreement
referred to below.
Reference is made to the Credit Agreement dated as of November 4, 2005
(the "Credit Agreement"), among the Company, SYSCO International, Co., the
lenders party thereto, the U.S. Administrative Agent and JPMorgan Chase Bank,
N.A, Toronto Branch, as Canadian Administrative Agent. Capitalized terms used
and not defined herein have the meanings specified in the Credit Agreement.
The Company has notified the U.S. Administrative Agent in accordance with
Section 2.20 of the Credit Agreement of its request that the U.S. Commitments be
increased by US$250,000,000, and the Persons identified on Schedule I hereto
(the "Increasing Lenders") have agreed to provide such increased U.S.
Commitments in the respective amounts set forth on Schedule I hereto for each
such Increasing Lender. The Increase Effective Date of the Commitment Increase
contemplated hereby is scheduled to occur on March 31, 2006, and the parties
hereto are entering into this Agreement in order to provide for such Commitment
Increase.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. On and as of March 31, 2006, the U.S. Commitment and each
Increasing Lender shall be increased by the amount set forth with respect to
such Increasing Lender on Schedule I hereto, subject to satisfaction of the
conditions referred to in Section 2 below.
SECTION 2. The Commitment Increase provided for herein shall be subject to
the satisfaction of the conditions set forth in Section 2.20(d) of the Credit
Agreement.
SECTION 3. (a) Notices hereunder shall be given as provided in the Credit
Agreement.
(b) This Agreement may not be waived, amended or modified in except
pursuant to an agreement or agreements in writing entered into by all parties
hereto.
(c) This Agreement constitutes an amendment to the Credit Agreement and,
accordingly, Section 10.03 of the Credit Agreement shall apply hereto.
(d) This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single
contract. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.
(e) This Agreement shall be construed, and the rights of the parties
determined, in accordance with and governed by the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
SYSCO CORPORATION,
by
/s/ Kathy Oates Gish
-------------------------------------
Name: Kathy Oates Gish
Title: Vice President and Assistant
Treasurer
JPMORGAN CHASE BANK, N.A.,
individually and as U.S. Administrative
Agent,
by
/s/ Teri Streusand
-------------------------------------
Name: Teri Streusand
Title: Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
Bank of America, N.A.
by
/s/ David L. Catherall
-----------------------------------------
Name: David L. Catherall
Title: Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
Comerica Bank
by
/s/ Charles T. Johnson
-----------------------------------------
Name: Charles T. Johnson
Title: Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
JPMorgan Chase Bank, NA
by
/s/ Teri Streusand
-----------------------------------------
Name: Teri Streusand
Title: Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
PNC Bank, National Association
by
/s/ W. J. Bowne
-----------------------------------------
Name: W. J. Bowne
Title: Managing Director
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
SunTrust Bank
by
/s/ Michael Lapressi
-----------------------------------------
Name: Michael Lapressi
Title: Managing Director
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
THE BANK OF NEW YORK
by
/s/ David Csatari
-----------------------------------------
Name: David Csatari
Title: Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
The Bank of Toyky-Mitsubishi UFJ, Ltd.
by
/s/ Douglass M. Barnell
-----------------------------------------
Name: Douglass M. Barnell
Title: Vice President & Manager
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
The Northern Trust Company
by
/s/ Cory Schuster
-----------------------------------------
Name: Cory Schuster
Title: Commercial Banking Officer
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
TORONTO DOMINION (TEXAS) LLC
by
/s/ Jim Bridwell
-----------------------------------------
Name: Jim Bridwell
Title: Authorized Agent
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
Wachovia Bank, National Association
by
/s/ Denis Waltrich
-----------------------------------------
Name: Denis Waltrich
Title: Associate
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
WELLS FARGO BANK, N.A.
by
/s/ Michael B. Sullivan
-----------------------------------------
Name: Michael B. Sullivan
Title: Senior Vice President
SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE
INCREASING LENDERS PARTY HERETO AND JPMORGAN
CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
AGENT,
Name of Institution:
William Street Commitment Corporation
(Recourse only to assets of William Street
Commitment Corporation)
by
/s/ Mark Walton
-----------------------------------------
Name: Mark Walton
Title: Assistant Vice President
SCHEDULE I
Increasing Lender U.S. Commitment Increase Amount
- -------------------------------------- -------------------------------
JPMorgan Chase Bank, N.A. $ 25,000,000
Bank of America, N.A. $ 25,000,000
SunTrust Bank $ 25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd. $ 25,000,000
Wachovia Bank, National Association $ 25,000,000
Wells Fargo Bank N.A. $ 25,000,000
Toronto-Dominion (Texas) LLC $ 25,000,000
The Northern Trust Company $ 25,000,000
Comerica Bank $ 12,500,000
PNC Bank, National Association $ 12,500,000
The Bank of New York $ 12,500,000
William Street Commitment Corporation $ 12,500,000
-------------
$ 250,000,000
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