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EXHIBIT 4(c)
EXECUTION COPY
AGREEMENT AND EIGHTH AMENDMENT
TO
COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT
THIS AGREEMENT AND EIGHTH AMENDMENT TO COMPETITIVE ADVANCE AND
REVOLVING CREDIT FACILITY AGREEMENT (this "Amendment") dated as of June 22, 1998
is among SYSCO CORPORATION, a Delaware corporation (the "Company"), the banks
listed on the signature pages hereof (the "Banks"), CHASE BANK OF TEXAS, N.A.
(formerly known as Texas Commerce Bank National Association), a national banking
association, as agent for the Banks (in such capacity, the "Agent"), and THE
CHASE MANHATTAN BANK, a New York banking corporation (successor to Chemical
Bank), as auction administration agent (in such capacity, the "Auction
Administration Agent").
PRELIMINARY STATEMENT
The Company, the Banks, certain other banks, the Agent and the Auction
Administration Agent have entered into a Competitive Advance and Revolving
Credit Facility Agreement dated as of July 27, 1988 as modified by an Agreement
and First Amendment to Competitive Advance and Revolving Credit Facility
Agreement dated as of February 14, 1989, by an Agreement and Second Amendment to
Competitive Advance and Revolving Credit Facility Agreement and Modification of
Notes dated as of May 1, 1989, by an Agreement and Third Amendment to
Competitive Advance and Revolving Credit Facility Agreement and Modification of
Notes dated as of January 2, 1990, by an Agreement and Fourth Amendment to
Competitive Advance and Revolving Credit Facility Agreement dated as of January
31, 1994, and by an
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Agreement and Fifth Amendment to Competitive Advance and Revolving Credit
Facility Agreement dated as of November 15, 1994, as amended and restated by a
Sixth Amendment and Restatement of Competitive Advance and Revolving Credit
Facility Agreement dated as of May 31, 1996, and as further modified by an
Agreement and Seventh Amendment to Competitive Advance and Revolving Credit
Facility Agreement dated as of June 27, 1997 (said Competitive Advance and
Revolving Credit Facility Agreement as so modified, amended and restated and
further modified being the "Credit Agreement"). All capitalized terms defined in
the Credit Agreement and not otherwise defined herein shall have the same
meanings herein as in the Credit Agreement. The Company, the Banks, the Agent
and the Auction Administration Agent have agreed, upon the terms and conditions
specified herein, to amend the Credit Agreement as hereinafter set forth:
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the Company, the Banks, the Agent and the
Auction Administration Agent hereby agree as follows:
SECTION 1. Amendments to Section 1.01 of the Credit Agreement. The
definition of the term "Original Termination Date" contained in Section 1.01 of
the Credit Agreement is hereby amended in its entirety to read as follows:
" 'Original Termination Date' means July 7, 2003.".
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective when, and only when the following conditions shall have been
fulfilled:
(a) the Company, the Agent, the Auction Administration Agent and each
Bank shall have executed a counterpart hereof and delivered the same to the
Agent or, in the case of any Bank as to which an executed counterpart hereof
shall not have been so delivered, the Agent shall
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have received written confirmation by telecopy or other similar writing from
such Bank of execution of a counterpart hereof by such Bank; and
(b) the Agent shall have received from the Company a certificate of the
Secretary or Assistant Secretary of the Company certifying that attached thereto
is (i) a true and complete copy of the general borrowing resolutions of the
Board of Directors of the Company authorizing the execution, delivery and
performance of the Credit Agreement, as amended hereby, and (ii) the incumbency
and specimen signature of each officer of the Company executing this Amendment.
SECTION 3. Representations and Warranties True; No Default or Event of
Default. The Company hereby represents and warrants to the Agent, the Auction
Administration Agent and the Banks that after giving effect to the execution and
delivery of this Amendment (a) the representations and warranties set forth in
the Credit Agreement (as modified hereby) are true and correct on the date
hereof as though made on and as of such date; provided, however, that for
purposes of this clause (a), Schedule II as used in Section 4.02 of the Credit
Agreement shall be deemed to include any supplements to such Schedule delivered
to the Agent and the Banks by the Company prior to the date of this Amendment
and (b) neither any Default nor Event of Default has occurred and is continuing
as of the date hereof.
SECTION 4. Reference to the Credit Agreement and Effect on the Notes
and Other Documents Executed Pursuant to the Credit Agreement.
(a) Upon the effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement," "hereunder," "herein," "hereof" or words
of like import shall mean and be a reference to the Credit Agreement, as amended
hereby.
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(b) Upon the effectiveness of this Amendment, each reference in the
Notes and the other documents and agreements delivered or to be delivered
pursuant to the Credit Agreement shall mean and be a reference to the Credit
Agreement, as amended hereby.
(c) The Credit Agreement and the Notes and other documents and
agreements delivered pursuant to the Credit Agreement, and modified by the
amendments referred to above, shall remain in full force and effect and are
hereby ratified and confirmed.
SECTION 5. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument.
SECTION 6. GOVERNING LAW; BINDING EFFECT. THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND
APPLICABLE FEDERAL LAW AND SHALL BE BINDING UPON THE COMPANY, THE AGENT, THE
AUCTION ADMINISTRATION AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
SECTION 7. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
SECTION 8. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED HEREBY,
THE NOTES AND THE LETTER AGREEMENTS REFERRED TO IN SECTIONS 2.05(b) AND 2.05(c)
OF THE CREDIT AGREEMENT CONSTITUTE A "LOAN AGREEMENT" AS DEFINED IN SECTION
26.02 OF THE TEXAS BUSINESS
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AND COMMERCE CODE, AND REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the date first stated herein, by their respective
officers thereunto duly authorized.
SYSCO CORPORATION
By: /s/ DIANE DAY SANDERS
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Name: Diane Day Sanders
Title: Vice President & Treasurer
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
(FORMERLY KNOWN AS TEXAS COMMERCE BANK
NATIONAL ASSOCIATION),
INDIVIDUALLY AND AS AGENT
By: /s/ MARY ARNOLD
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Mary Arnold
Vice President
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THE CHASE MANHATTAN BANK
(SUCCESSOR TO CHEMICAL BANK), AS AUCTION
ADMINISTRATION AGENT
By: /s/ JANET M. BELDEN
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Name: Janet M. Belden
Title: Vice President
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BANK OF AMERICA ILLINOIS
(FORMERLY KNOWN AS CONTINENTAL BANK N.A.)
By: /s/ W. THOMAS BARNETT
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Name: W. Thomas Barnett
Title: Managing Director
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NATIONSBANK, N.A.
(SUCCESSOR BY MERGER TO NATIONSBANK OF
TEXAS, N.A.)
By: /s/ RICHARD L. NICHOLS, JR.
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Name: Richard L. Nichols, Jr.
Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ MARY J. AMATORE
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Name: Mary J. Amatore
Title: Vice President
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THE TORONTO-DOMINION BANK
By: /s/ AZAR S. AZARPOUR
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Name: Azar S. Azarpour
Title: Mgr. Cr. Admin.
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UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /s/ PHILIPPE R. SANDMEIER
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Name: Philippe R. Sandmeier
Title: Director
By: /s/ PAULA MUELLER
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Name: Paula Mueller
Title: Vice President Structured Finance
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WACHOVIA BANK OF GEORGIA,
NATIONAL ASSOCIATION
By: /s/ STEVEN M. TAKEI
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Name: Steven M. Takei
Title: Senior Vice President
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WELLS FARGO BANK,
NATIONAL ASSOCIATION
By: /s/ EDITH R. LIM
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Name: Edith R. Lim
Title: Vice President
By: /s/ JUDY A. VODHANEL
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Name: Judy A. Vodhanel
Title: Vice President
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