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EXHIBIT 4(f)
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SYSCO CORPORATION
AND
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of May 1, 1996
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Supplementing the Indenture
dated as of June 15, 1995
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SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of May,
1996, between SYSCO CORPORATION, a corporation organized and existing under the
laws of the State of Delaware (the "Company"), and 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 a First Supplemental Indenture dated as of June 27, 1995 providing for
the issuance by the Company of $150,000,000 6 1/2 % Senior Notes due June 15,
2005; 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 Second 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 up to $200,000,000; and
WHEREAS, all things necessary to make the Securities, 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 Second
Supplemental Indenture a valid, binding and legal agreement of the Company,
have been done;
NOW, THEREFORE, THIS SECOND 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
Indenture and in this Second 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 such term is otherwise defined herein.
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"Stated Maturity" means May 1, 2006.
1.2 Section References. Each reference to a particular section
set forth in this Second Supplemental Indenture shall, unless the context
otherwise requires, refer to this Second Supplemental Indenture.
ARTICLE II
TITLE AND TERMS OF SECURITIES
2.1 Title of the Securities. This Second Supplemental Indenture
hereby establishes a series of Securities designated as the "7% Senior Notes
due May 1, 2006" of the Company (collectively referred to herein as the "Senior
Notes"). For purposes of the Original Indenture, the Senior Notes shall
constitute a single series of Securities.
2.2 Term of the Senior Notes. The Senior Notes shall mature on
May 1, 2006. In the event that the Stated Maturity of any Senior 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 such Business Day were
such Stated Maturity and no interest shall accrue or be payable for the period
from and after such Stated Maturity to such next succeeding Business Day.
2.3 Amount and Denominations; Currency of Payment. The
aggregate principal amount in which the Senior Notes may be issued under this
Second Supplemental Indenture is limited to $200,000,000.
The Senior 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 Depositary Trust Company, New York, New York ("DTC"). DTC
shall initially act as Depositary for the Senior Notes.
The Senior Notes shall be denominated in United States dollars in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
2.4 Interest and Interest Rates. Each Senior Note shall bear
interest at the rate of 7% per annum from the date of issue or from the most
recent Interest Payment Date (as defined below) to which interest on such
Senior 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 Senior Note is registered at the close of business on the Regular
Record Date (as defined below) next preceding an Interest Payment Date.
Notwithstanding the foregoing, if a Senior Note is originally issued after the
Regular Record Date and before the corresponding Interest Payment Date, the
first payment of interest on such Senior Note shall be made on the next
succeeding Interest Payment Date to the Person in whose name such Senior Note
was registered on the Regular Record Date with respect to
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such next succeeding Interest Payment Date. Interest on each Senior 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 Senior Note shall be May 1
and November 1 in each year, beginning November 1, 1996 and the Regular Record
Dates shall be the April 15 and October 15 preceding such May 1 and November 1
Interest Payment Dates. Interest shall also be payable at maturity of any
Senior Note.
If an Interest Payment Date with respect to any Senior Note 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 such
Senior Note 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 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 with respect to any
Senior 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 Senior Note and interest thereon payable at maturity shall be made in
immediately available funds, 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 such Senior Note is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. 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 Senior Notes for payment. The
Company hereby acknowledges that any such drop agent will accept Senior Notes
for presentment, take payment instructions from the Holder and forward such
Senior Notes and any related payment instructions to the Paying Agent by
overnight courier, for next day delivery. Such Senior Notes shall be deemed to
be presented to the Paying Agent on the Business Day next succeeding the day the
Senior Notes are delivered to any such drop agent.
So long as the Senior Notes are represented by a Registered
Global Security, interest (other than interest payable at maturity) shall be
paid in immediately available funds by wire transfer to the Depositary for such
Senior Notes, upon the written order of the Depositary. With respect to Senior
Notes not represented by a Registered Global Security, interest (other than
interest payable at maturity) shall be paid by check mailed to the address of
the Person entitled thereto as it appears in the Security register.
The Company appoints the Trustee as the sole Security registrar
with respect to the Senior Notes, without prejudice to the Company's authority
to appoint additional Security registrars
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from time to time pursuant to Section 2.8 of the Original Indenture. The
Senior 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 Senior
Notes for registration of transfer or exchange. The Company hereby
acknowledges that any such drop agent will accept Senior Notes for registration
of transfer or exchange and forward such Senior Notes to the Security registrar
by overnight courier, for next day delivery. Such Senior Notes shall be deemed
to be presented to the Security registrar on the Business Day next succeeding
the day that Senior Notes are delivered to any such drop agent.
2.7 Redemption; No Sinking Fund. The Senior Notes shall not be
redeemable prior to Stated Maturity. The Senior Notes shall not be subject to
any sinking fund.
2.8. Form and Other Terms of the Senior Notes. Attached hereto
as Exhibit A is a form of a Senior Note denominated in United States dollars,
which form is hereby established as a form in which Senior Notes may be issued.
In addition, any Senior 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 Second Supplemental Indenture.
ARTICLE III
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Second 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 Second 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 Second Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York.
This Second 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 Second
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: /s/ John K. Stubblefield, Jr.
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John K. Stubblefield, Jr.
Senior Vice President and
Chief Financial Officer
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA, as Trustee
By: /s/ Daniel J. Ober
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Daniel J. Ober
Vice President
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Exhibit A to Second Supplemental Indenture
[IF ISSUED AS REGISTERED GLOBAL SECURITIES, THE FOLLOWING LEGEND MUST BE
USED:
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
REGISTERED REGISTERED
SYSCO CORPORATION
7% Senior Note due May 1, 2006
No. MC-____ CUSIP NO._______
PRINCIPAL AMOUNT AUTHENTICATION DATE:________
$
ORIGINAL ISSUE DATE: STATED MATURITY: May 1, 2006
May 1, 1996
INTEREST RATE: SUBJECT TO DEFEASANCE PURSUANT
TO SECTION 10.1 OF THE INDENTURE
7% per annum
ISSUE PRICE (%):
100%
SYSCO CORPORATION, a corporation duly 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 on the
reverse hereof), for value received, hereby promises to pay to
___________________________________________, or registered assigns, the
principal sum of _________________________ DOLLARS at the Stated Maturity
specified above and to pay interest thereon, computed on the basis of a 360-day
year comprising twelve 30-day months, from the Original Issue Date specified
above or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually in arrears on May 1 and November 1,
beginning November 1, 1996, in each year and at the Stated Maturity, commencing
with, except as provided in the next succeeding sentence, the Interest Payment
Date next succeeding the Original Issue Date set forth above, at the Interest
Rate per annum set forth above, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be April 15
or October 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date; provided, however, that if the Original
Issue Date of this Security is after a Regular Record Date and before the
corresponding Interest Payment Date, the first payment of interest on this
Security shall be made on the next succeeding Interest Payment Date to the
Person in whose name this Security is registered on the Regular Record Date
with respect to such next succeeding Interest Payment Date. Except as
otherwise provided in the Indenture, any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Security
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is registered at the close of business on a subsequent record date for the
payment of such defaulted interest, notice thereof to be given to Holders of
Securities of this series not less than five Business Days prior to such
subsequent record date.
Payment of the principal on this Security, and interest payable
at Stated Maturity will be made in immediately available funds, at the request
of the Holder upon presentation and surrender of this Security, at the office
or agency of the Company maintained for that purpose in New York, New York or
such other office or agency of the Company as may be designated by it for such
purpose, in such coin or 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. Payment of interest (other than interest payable at the Stated
Maturity) 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.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY 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
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, SYSCO CORPORATION has caused this instrument
to be duly executed under its corporate seal.
SYSCO CORPORATION
[Seal]
By
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[President or Vice President]
Attest
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[Assistant] Secretary
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, referred to in
the within-mentioned Indenture.
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First Union National Bank
of North Carolina, as Trustee
By
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As Authenticating Agent
By
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Authorized Signatory
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SYSCO CORPORATION
7% Senior Note due May 1, 2006
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This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June 15, 1995, as supplemented by a
Second Supplemental Indenture dated as of May 1, 1996 (as so supplemented,
herein called the "Indenture"), between the Company and First Union National
Bank of North Carolina, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto 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 Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
acceptance of this Security shall be deemed to constitute the consent and
agreement of the Holder hereof to all of the terms and conditions of the
Indenture. This Security is one of the series designated on the face hereof.
In any case where any Interest Payment Date or the Stated
Maturity shall not be a Business Day, payment of the amounts due on this
Security on such date may be made on the next succeeding Business Day; and no
interest shall accrue or be payable on such amounts as a result of the making
of such payment after such Interest Payment Date or Stated Maturity, as the
case may be, provided such payment is made in full on such next succeeding
Business Day.
The Securities are not subject to redemption by the Company prior
to the Stated Maturity.
If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture 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
principal amount of the Securities then Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this 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 Security.
As set forth in, and subject to the provisions of, the Indenture,
no Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
(i) such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, (ii) the Holders of
not less than 25% in aggregate principal amount of the Outstanding Securities
of this series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, (iii) the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Outstanding Securities of this series a direction
inconsistent with such request and (iv) 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 or any interest on this Security on or
after the respective due dates expressed herein.
No reference to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal and any interest including
additional amounts, as described on the face hereof on this Security at the
times, places and rate, and in the coin or currency, herein prescribed.
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The Securities of this series are issuable only in fully
registered form and are represented either by a global certificate registered
in the name of a depositary or in the name of its nominee or by a certificate
registered in the name of the beneficial owner of such Securities or its
nominee. The Securities 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, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
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
therein or herein set forth, the transfer of this Security is registrable in
the Security register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal and any interest on this Security are payable or at such other
offices or agencies as the Company may designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Security registrar or any transfer agent, duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees.
No service charge shall be made for any registration of transfer
or exchange of Securities, but, subject to certain limitations set forth in the
Indenture, 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 Security 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
Security is registered as the owner hereof for all purposes, whether or not
this Security is overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse may be taken, directly
or indirectly, against any incorporator, subscriber to the stock, stockholder,
officer, director or employee of the Company or the Trustee or of any
predecessor or successor of the Company or the Trustee with respect to the
Company's obligations on the Securities or the obligations of the Company or
the Trustee under the Indenture or any certificate or other writing delivered
in connection herewith or therewith except as otherwise expressly provided in
any such certificate or other writing.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian______
(Cust) (Minor)
under Uniform Gifts
TEN ENT - as tenants by the entireties to Minors Act
JT TEN - as joint tenants with right ______________________
of survivorship and not as (State)
tenants in common
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Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security
or taxpayer identification number
of Assignee
_________________________________
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address including
postal zip code of assignee
________________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________, attorney to transfer said Security on the
books of the Company, with full power of substitution in the premises.
Dated: _________________________ ____________________________________
____________________________________
The signature(s) to this assignment must
correspond with the name as written upon
the face of this Security in every
particular, without alteration,
enlargement or any change whatsoever.
___________________________________
Signature Guarantee
Note: Signature(s) must be guaranteed by an eligible guarantor institution
meeting the requirements of the Trustee, which requirements will
include membership or participation in STAMP or such other "signature
guarantee program" as may be determined by the Trustee in addition to,
or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.
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