Form 8-K
8-K — SYSCO CORP
Accession: 0001104659-26-114079
Filed: 2026-10-06
Period: 2026-10-06
CIK: 0000096021
SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2625144d27_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (tm2625144d27_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2625144d27_ex4-2.htm)
EX-4.3 — EXHIBIT 4.3 (tm2625144d27_ex4-3.htm)
EX-4.4 — EXHIBIT 4.4 (tm2625144d27_ex4-4.htm)
EX-5.1 — EXHIBIT 5.1 (tm2625144d27_ex5-1.htm)
EX-5.2 — EXHIBIT 5.2 (tm2625144d27_ex5-2.htm)
EX-5.3 — EXHIBIT 5.3 (tm2625144d27_ex5-3.htm)
EX-5.4 — EXHIBIT 5.4 (tm2625144d27_ex5-4.htm)
EX-5.5 — EXHIBIT 5.5 (tm2625144d27_ex5-5.htm)
EX-5.6 — EXHIBIT 5.6 (tm2625144d27_ex5-6.htm)
EX-5.7 — EXHIBIT 5.7 (tm2625144d27_ex5-7.htm)
EX-5.8 — EXHIBIT 5.8 (tm2625144d27_ex5-8.htm)
EX-5.9 — EXHIBIT 5.9 (tm2625144d27_ex5-9.htm)
EX-5.10 — EXHIBIT 5.10 (tm2625144d27_ex5-10.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 6, 2026
Commission
File Number
Exact
name of Registrant as specified in its
charter; State of Incorporation;
Address and Telephone
Number
IRS
Employer Identification No.
1-06544
Sysco
Corporation
(Delaware
Corporation)
1390
Enclave Parkway, Houston,
TX 77077-2099
(281)
584-1390
74-1648137
333-297217
Sysco
Holdings Corporation
(Delaware
Corporation)
1390
Enclave Parkway, Houston,
TX
77077-2099
(281)
584-1390
42-1897852
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange
on which registered
Common
Stock, $1.00 Par Value
SYY
New
York Stock Exchange
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
Sysco Corporation
¨
Sysco Holdings Corporation
¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Sysco Corporation
¨
Sysco Holdings Corporation
¨
Item
1.01 Entry
into a Material Definitive Agreement.
Notes Offerings
On October 6, 2026, Sysco Corporation and Sysco Holdings Corporation
(each, an “Issuer” and together, the “Issuers”) issued and sold (i) $10.75 billion aggregate principal amount
of USD Senior Notes (as defined below), (ii) $3.9 billion aggregate principal amount of USD Junior Subordinated Notes (as defined
below) and (iii) €1.0 billion aggregate principal amount of Euro Junior Subordinated Notes (as defined below).
The net proceeds to the Issuers from the sale of the USD Senior Notes,
USD Junior Subordinated Notes and Euro Junior Subordinated Notes were approximately $10.64 billion, $3.8 billion and €0.99 billion,
respectively, in each case, after deducting underwriters’ discounts and estimated offering expenses payable by the Issuers.
The Issuers intend to use the net proceeds from the offering of the
USD Senior Notes, USD Junior Subordinated Notes and Euro Junior Subordinated Notes to pay a portion of the cash consideration for the
pending acquisition of JRD Unico, Inc., a Delaware corporation, and Warehouse Realty, LLC, a Delaware limited liability company,
and all other fees, costs and expenses related thereto or, if the acquisition is not consummated, to pay for the Special Mandatory Redemption
(as defined in Notes) of the Notes (other than the 2036 Senior Notes (as defined below), which are not subject to Special Mandatory Redemption).
Additional information regarding the offering of each series of Notes
is set forth below.
USD Senior Notes Offering
On October 6, 2026, the Issuers issued and sold (i) $1.75
billion aggregate principal amount of the Issuers’ 5.450% Senior Notes due 2029 (the “2029 Senior Notes”), (ii) $2.0
billion aggregate principal amount of the Issuers’ 5.600% Senior Notes due 2031 (the “2031 Senior Notes”), (iii) $1.5
billion aggregate principal amount of the Issuers’ 5.800% Senior Notes due 2033 (the “2033 Senior Notes”), (iv) $2.0
billion aggregate principal amount of the Issuers’ 5.950% Senior Notes due 2036 (the “2036 Senior Notes”), (v) $1.0
billion aggregate principal amount of the Issuers’ 6.400% Senior Notes due 2046 (the “2046 Senior Notes”), (vi) $1.75
billion aggregate principal amount of the Issuers’ 6.500% Senior Notes due 2056 (the “2056 Senior Notes”) and (vii) $750
million aggregate principal amount of the Issuers’ 6.600% Senior Notes due 2066 (the “2066 Senior Notes” and, together
with the 2029 Senior Notes, the 2031 Senior Notes, the 2033 Senior Notes, the 2036 Senior Notes, the 2046 Senior Notes and the 2056 Senior
Notes, the “USD Senior Notes”). The USD Senior Notes were offered and sold pursuant to an automatically effective Registration
Statement on Form S-3ASR (Registration No. 333-298926) filed on September 14, 2026. The USD Senior Notes were issued pursuant
to the Base Indenture dated as of September 25, 2026 (the “Senior Base Indenture”), by and among the Issuers, the guarantors
named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented and amended
by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the Issuers, the guarantors named therein
and the Trustee (the “USD Senior Supplemental Indenture”, and together with the Senior Base Indenture, the “USD Senior
Indenture”). The USD Senior Notes are guaranteed to the extent provided in the USD Senior Indenture by the guarantors party to
the USD Senior Supplemental Indenture. The relevant terms of the USD Senior Notes are set forth in the Senior Base Indenture, previously
filed by the Issuers as an exhibit to a Current Report on Form 8-K on September 25, 2026, and the USD Senior Supplemental Indenture
(including in each case, the forms of the USD Senior Notes). The USD Senior Supplemental Indenture is filed as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Certain terms of the USD Senior Notes include the following:
Notes
Interest
Rate
(per annum)
Interest
Payment Dates
(semi-annually in arrears)
First
Interest
Payment Date
Maturity
Date
2029
Senior Notes
5.450%
April 6
and October 6
April 6,
2027
October 6,
2029
2031
Senior Notes
5.600%
June 6
and December 6
December 6,
2026
June 6,
2031
2033
Senior Notes
5.800%
April 6
and October 6
April 6,
2027
October 6,
2033
2036
Senior Notes
5.950%
June 6
and December 6
December 6,
2026
June 6,
2036
2046
Senior Notes
6.400%
April 6
and October 6
April 6,
2027
October 6,
2046
2056
Senior Notes
6.500%
April 6
and October 6
April 6,
2027
October 6,
2056
2066
Senior Notes
6.600%
April 6
and October 6
April 6,
2027
October 6,
2066
The USD Senior Notes are unsecured obligations of the Issuers and
rank equally in right of payment with all the Issuers’ other existing and future unsecured senior indebtedness, including
senior notes denominated in Canadian dollars issued by the Issuers on September 25, 2026 (the “CAD Senior Notes”),
effectively junior in right of payment to their existing and future secured indebtedness to the extent of the value of the assets
securing that indebtedness and senior to the USD Junior Subordinated Notes and the Euro Junior Subordinated Notes and any of their
other future subordinated indebtedness. The guarantees are unsecured obligations of the respective guarantors. The guarantees rank
equally in right of payment with all other existing and future unsecured senior indebtedness of the guarantors and effectively rank
junior to any existing and future secured indebtedness of the guarantors to the extent of the value of the assets securing such
indebtedness.
The terms of the offering of USD Senior Notes are described in a prospectus
dated September 14, 2026, as supplemented by a prospectus supplement dated September 22, 2026.
The foregoing descriptions of the USD Senior Notes do not purport
to be complete and are qualified in their entirety by reference to the full text of the USD Senior Supplemental Indenture (including
the forms of the USD Senior Notes), which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein
by reference.
USD Junior Subordinated Notes Offering
On October 6, 2026, the Issuers issued and sold (i) $1.5
billion aggregate principal amount of the Issuers’ 7.100% Series A Junior Subordinated Notes due 2056 (the “Series A
Notes”), (ii) $1.0 billion aggregate principal amount of the Issuers’ 7.250% Series B Junior Subordinated Notes
due 2056 (the “Series B Notes”) and (iii) $1.4 billion aggregate principal amount of the Issuers’ 7.350%
Series C Junior Subordinated Notes due 2056 (the “Series C Notes” and, together with the Series A Notes and
the Series B Notes, the “USD Junior Subordinated Notes”). The USD Junior Subordinated Notes were offered and sold pursuant
to an automatically effective Registration Statement on Form S-3ASR (Registration No. 333-298926) filed on September 14,
2026. The USD Junior Subordinated Notes were issued pursuant to the Base Indenture dated as of October 6, 2026 (the “Junior
Subordinated Base Indenture”), by and among the Issuers, the guarantors named therein and the Trustee, as supplemented and amended
by the Second Supplemental Indenture thereto, dated as of October 6, 2026, by and among the Issuers, the guarantors named therein
and the Trustee (the “USD Junior Supplemental Indenture”, and together with the Junior Subordinated Base Indenture, the “USD
Junior Indenture”). The USD Junior Subordinated Notes are guaranteed, to the extent provided in the USD Junior Indenture, by the
guarantors party to USD Junior Supplemental Indenture. The relevant terms of the USD Junior Subordinated Notes are set forth in the Junior
Subordinated Base Indenture and the USD Junior Supplemental Indenture (including in each case, the forms of the USD Junior Subordinated
Notes), which are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The Series A Notes, the Series B Notes and the Series C
Notes pay interest at the rate of 7.100%, 7.250% and 7.350% per annum, respectively, from and including October 6, 2026 to, but
excluding, their respective first reset dates, which are January 6, 2032, October 6, 2033 and October 6, 2036, respectively.
Interest on the Series A Notes shall be payable in cash semi-annually in arrears on January 6 and July 6, commencing January 6,
2027, and interest on the Series B Notes and the Series C Notes shall be payable in cash semi-annually in arrears on April 6
and October 6, commencing April 6, 2027. Each series of USD Junior Subordinated Notes will mature on October 6, 2056.
From and including the applicable first reset date, and on each fifth
anniversary thereof, the interest rate on each series of USD Junior Subordinated Notes will reset to a rate per annum equal to the Five-year
U.S. Treasury Rate as of the applicable reset interest determination date plus a spread of 2.280% in the case of the Series A Notes,
2.372% in the case of the Series B Notes and 2.401% in the case of the Series C Notes. In addition, such spread will be increased
(i) in the case of the Series A Notes, by a total of 0.250% for each reset period from and including January 6, 2037 to,
but excluding January 6, 2052, and by a total of 1.000% for each reset period thereafter, (ii) in the case of the Series B
Notes, by a total of 0.250% for each reset period from and including October 6, 2038 to, but excluding October 6, 2053, and
by a total of 1.000% for each reset period thereafter and (iii) in the case of the Series C Notes, by a total of 0.250% for
each reset period from and including October 6, 2036 and for each reset period thereafter. The interest rate during any reset period
will not reset below zero.
The Issuers may, at their option, defer payments of interest on
any series of USD Junior Subordinated Notes on one or more occasions for up to ten consecutive years per deferral period, subject to
the terms of the USD Junior Indenture.
The USD Junior Subordinated Notes are unsecured, junior
subordinated obligations of the Issuers and, to the extent and in the manner provided in the USD Junior Indenture, rank junior in
right of payment to all of the Issuers’ existing and future senior indebtedness, including the USD Senior Notes, the CAD
Senior Notes, and Sysco Corporation’s existing senior notes, and will be effectively junior in right of payment to their
existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. The guarantees of the
USD Junior Subordinated Notes are unsecured, junior subordinated obligations of the respective guarantors and, to the extent and in
the manner provided in the USD Junior Indenture, rank junior in right of payment to all existing and future senior indebtedness of
the guarantors, including their guarantees of the USD Senior Notes, of the CAD Senior Notes and of Sysco Corporation’s
existing senior notes.
The terms of the offering of the USD Junior Subordinated Notes are
described in a prospectus dated September 14, 2026, as supplemented by a prospectus supplement dated September 22, 2026.
The foregoing descriptions of the USD Junior Subordinated Notes do
not purport to be complete and are qualified in their entirety by reference to the full text of the Junior Subordinated Base Indenture
and the USD Junior Supplemental Indenture (including the forms of the USD Junior Subordinated Notes), which are filed as Exhibits 4.2
and 4.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Euro Junior Subordinated Notes Offering
On October 6, 2026, the Issuers issued and sold €1.0 billion
aggregate principal amount of the Issuers’ 6.000% Junior Subordinated Notes due 2056 (the “Euro Junior Subordinated Notes”
and, collectively with the USD Senior Notes and the USD Junior Subordinated Notes, the “Notes”). The Euro Junior Subordinated
Notes were offered and sold pursuant to an automatically effective Registration Statement on Form S-3ASR (Registration No. 333-298926)
filed on September 14, 2026. The Euro Junior Subordinated Notes were issued pursuant to the Junior Subordinated Base Indenture,
as supplemented and amended by the First Supplemental Indenture thereto, dated as of October 6, 2026, by and among the Issuers,
the guarantors named therein and the Trustee (the “Euro Junior Subordinated Supplemental Indenture”, and together with the
Junior Subordinated Base Indenture, the “Euro Junior Subordinated Indenture”). The Euro Junior Subordinated Notes are guaranteed
to the extent provided in the Euro Junior Subordinated Indenture by the guarantors party to the Euro Junior Subordinated Supplemental
Indenture. The relevant terms of the Euro Junior Subordinated Notes are set forth in the Junior Subordinated Base Indenture and the Euro
Junior Subordinated Supplemental Indenture (including in each case, the form of the Euro Junior Subordinated Note), which are filed as
Exhibits 4.2 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The Euro Junior Subordinated Notes pay interest at the rate of 6.000%
per annum from and including October 6, 2026 to, but excluding, October 6, 2032, payable in cash annually in arrears on October 6
of each year, commencing October 6, 2027. From and including October 6, 2032, and on each fifth anniversary thereof, the interest
rate on the Euro Junior Subordinated Notes will reset to a rate per annum equal to the Five-year Swap Rate as of the applicable reset
interest determination date plus an initial margin of 2.554%, which margin will be increased by a total of 0.250% for each reset period
from and including October 6, 2037 to, but excluding October 6, 2052 and by a total of 1.000% for each reset period from and
including October 6, 2052 and for each reset period thereafter. The interest rate during any reset period will not reset below zero.
The Euro Junior Subordinated Notes will mature on October 6, 2056.
The Issuers may, at their option, defer payments of interest on the
Euro Junior Subordinated Notes on one or more occasions for up to ten consecutive years per deferral period, subject to the terms of the
Euro Junior Subordinated Indenture.
The Euro Junior Subordinated Notes are unsecured, junior
subordinated obligations of the Issuers and, to the extent and in the manner provided in the Euro Junior Subordinated Indenture,
rank junior in right of payment to all of the Issuers’ existing and future senior indebtedness, including the USD Senior
Notes, the CAD Senior Notes, and Sysco Corporation’s existing senior notes, and will be effectively junior in right of payment
to their existing and future secured indebtedness to the extent of the value of the assets securing that indebtedness. The
guarantees of the Euro Junior Subordinated Notes are unsecured, junior subordinated obligations of the respective guarantors and, to
the extent and in the manner provided in the Euro Junior Subordinated Indenture, rank junior in right of payment to all existing and
future senior indebtedness of the guarantors, including their guarantees of the USD Senior Notes, of the CAD Senior Notes and of
Sysco Corporation’s existing senior notes.
The terms of the offering of the Euro Junior Subordinated Notes are
described in a prospectus dated September 14, 2026, as supplemented by a prospectus supplement dated September 22, 2026.
The foregoing descriptions of the Euro Junior Subordinated Notes
do not purport to be complete and are qualified in their entirety by reference to the full text of the Junior Subordinated Base
Indenture and the Euro Junior Subordinated Supplemental Indenture (including the form of the Euro Junior Subordinated Note), which
are filed as Exhibits 4.2 and 4.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
4.1
Second
Supplemental Indenture, dated as of October 6, 2026, by and among the Issuers, the Guarantors and the Trustee relating to the
USD Senior Notes (including the Form of each USD Senior Note).
4.2
Base
Indenture, dated as of October 6, 2026, by and among the Issuers, the Guarantors and the Trustee.
4.3
Second
Supplemental Indenture, dated as of October 6, 2026, by and among the Issuers, the Guarantors and the Trustee relating to the
USD Junior Subordinated Notes (including the Form of each USD Junior Subordinated Note).
4.4
First
Supplemental Indenture, dated as of October 6, 2026, by and among the Issuers, the Guarantors and the Trustee relating to the
Euro Junior Subordinated Notes (including the Form of Euro Junior Subordinated Note).
5.1
Opinion
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP with respect to the USD Senior Notes.
5.2
Opinion
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP with respect to the USD Junior Subordinated Notes.
5.3
Opinion
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP with respect to the Euro Junior Subordinated Notes.
5.4
Opinion of Fraser Stryker
PC LLO with respect to the USD Senior Notes.
5.5
Opinion of Fraser Stryker
PC LLO with respect to the USD Junior Subordinated Notes.
5.6
Opinion of Fraser Stryker
PC LLO with respect to the Euro Junior Subordinated Notes.
5.7
Opinion
of Polsinelli PC with respect to the Notes.
5.8
Opinion of Pierce Atwood
LLP with respect to the USD Senior Notes.
5.9
Opinion of Pierce Atwood
LLP with respect to the USD Junior Subordinated Notes.
5.10
Opinion of Pierce Atwood
LLP with respect to the Euro Junior Subordinated Notes.
23.1
Consent
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP (included in Exhibit 5.1 above).
23.2
Consent
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP (included in Exhibit 5.2 above).
23.3
Consent
of Paul, Weiss, Rifkind, Wharton & Garrison, LLP (included in Exhibit 5.3 above).
23.4
Consent of Fraser Stryker
PC LLO (included in Exhibit 5.4 above).
23.5
Consent of Fraser Stryker
PC LLO (included in Exhibit 5.5 above).
23.6
Consent of Fraser Stryker
PC LLO (included in Exhibit 5.6 above).
23.7
Consent of Polsinelli PC
(included in Exhibit 5.7 above).
23.8
Consent of Pierce Atwood
LLP (included in Exhibit 5.8 above).
23.9
Consent of Pierce Atwood
LLP (included in Exhibit 5.9 above).
23.10
Consent of Pierce Atwood
LLP (included in Exhibit 5.10 above).
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sysco Corporation
(Registrant)
By:
/s/ Andrew
Wurdack
Andrew Wurdack
Vice President, Securities and Corporate Governance & Assistant Secretary
Sysco Holdings Corporation
(Registrant)
Date: October 6, 2026
By:
/s/ Andrew Wurdack
Andrew Wurdack
Secretary
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2625144d27_ex4-1.htm · Sequence: 2
Exhibit 4.1
Execution Version
SYSCO CORPORATION
AND SYSCO HOLDINGS CORPORATION,
as Issuers,
THE GUARANTORS NAMED HEREIN,
as Guarantors,
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of October 6, 2026
to
INDENTURE
Dated as of September 25, 2026
Relating to
$1,750,000,000 5.450% Senior Notes due 2029
$2,000,000,000 5.600% Senior Notes due 2031
$1,500,000,000 5.800% Senior Notes due 2033
$2,000,000,000 5.950% Senior Notes due 2036
$1,000,000,000 6.400% Senior Notes due 2046
$1,750,000,000 6.500% Senior Notes due 2056
$750,000,000 6.600% Senior Notes due 2066
TABLE OF CONTENTS
Page
Article
One
Definitions
and Other Provisions of General Application
Section 1.01
References
2
Section 1.02
Definitions
2
Article
Two
General
Terms and Conditions of the Notes
Section 2.01
Designation and Principal Amount
7
Section 2.02
Maturity
9
Section 2.03
Form and Payment
9
Section 2.04
Interest
10
Section 2.05
Other Terms and Conditions
11
Article
Three
Redemption
Section 3.01
Optional Redemption of the Notes
12
Section 3.02
Special Mandatory Redemption of the Notes
14
Article
Four
Additional
Covenant
Section 4.01
Purchase of Notes upon a Change of Control Repurchase
Event
15
Article
Five
Miscellaneous
Section 5.01
Application of Second Supplemental Indenture
16
Section 5.02
Trust Indenture Act
16
Section 5.03
Conflict with Base Indenture
17
Section 5.04
Governing Law
17
Section 5.05
Successors
17
Section 5.06
Counterparts
17
Section 5.07
Trustee Disclaimer
17
i
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL
INDENTURE, dated as of October 6, 2026 (this “Second Supplemental Indenture”), among SYSCO CORPORATION,
a Delaware corporation (“Sysco Corporation”), SYSCO HOLDINGS CORPORATION, a Delaware corporation (“Sysco
Holdings” and, together with Sysco Corporation, the “Issuers,” and each, an “Issuer”),
the INITIAL GUARANTORS named on Schedule I hereto and any other Subsidiary that provides a guarantee (each, a “Guarantor,”
and collectively, the “Guarantors”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association,
as Trustee and Security Registrar (herein called the “Trustee”), to the Base Indenture (as defined below).
RECITALS
WHEREAS,
the Issuers and the guarantors party thereto have heretofore executed and delivered to the Trustee an Indenture, dated as of September 25,
2026 (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”),
providing for the issuance from time to time of their notes and other evidences of senior debt securities, to be issued in one or more
series as therein provided;
WHEREAS,
pursuant to the terms of the Base Indenture, on the date hereof, the Issuers desire to provide for the establishment of seven series
of notes to be known respectively as the 5.450% Senior Notes due 2029 (the “2029 Notes”), the 5.600% Senior Notes
due 2031 (the “2031 Notes”), the 5.800% Senior Notes due 2033 (the “2033 Notes”), the 5.950% Senior
Notes due 2036 (the “2036 Notes”), the 6.400% Senior Notes due 2046 (the “2046 Notes”), the 6.500%
Senior Notes due 2056 (the “2056 Notes”) and the 6.600% Senior Notes due 2066 (the “2066 Notes”
and, the 2066 Notes together with the 2029 Notes, 2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes and the 2056 Notes, the “Notes”),
the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture
and herein;
WHEREAS,
the Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured
basis by each of the Guarantors for the benefit of the Holders of the Notes;
WHEREAS,
the conditions set forth in the Base Indenture for the execution and delivery of this Second Supplemental Indenture have been met; and
WHEREAS,
each Issuer and each Guarantor has requested and hereby requests that the Trustee join with it in the execution and delivery of this
Second Supplemental Indenture, and all acts and requirements necessary to make this Second Supplemental Indenture a legal, valid and
binding agreement of the parties, in accordance with its terms, and a valid supplement to, the Base Indenture with respect to the Notes
have been done and performed.
WITNESSETH:
NOW, THEREFORE,
for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and
ratable benefit of the Holders of the Notes, as follows:
Article One
Definitions and Other Provisions of General
Application
Section 1.01 References.
Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.
References in this Second Supplemental Indenture to article and section numbers shall be deemed to be references to article and section
numbers of this Second Supplemental Indenture unless otherwise specified.
Section 1.02 Definitions.
For purposes of this Second Supplemental Indenture, the following terms have the meanings ascribed to them as follows:
“2029
Notes” has the meaning specified in the Recitals.
“2031
Notes” has the meaning specified in the Recitals.
“2033
Notes” has the meaning specified in the Recitals.
“2036
Notes” has the meaning specified in the Recitals.
“2046
Notes” has the meaning specified in the Recitals.
“2056
Notes” has the meaning specified in the Recitals.
“2066
Notes” has the meaning specified in the Recitals.
“Additional Notes” means any
additional Notes of a series that may be issued from time to time pursuant to Section 2.01(b).
“Base Indenture” has the meaning
provided in the Recitals.
“Below Investment Grade Ratings Event”
means, with respect to a series of the Notes, that on any day during the period (the “Trigger Period”) commencing
on the date of the first public announcement by the Parent Entity of any Change of Control (or pending Change of Control) and ending
60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of
Control for up to an additional 60 days for so long as any of the Rating Agencies has publicly announced that it is considering a possible
ratings change), the Notes of such series cease to be rated Investment Grade by at least two of the three Rating Agencies. Unless at
least two of the three Rating Agencies are providing a rating for the Notes of such series at the commencement of any Trigger Period,
the Notes of such series will be deemed to have ceased to be rated Investment Grade by at least two of the three Rating Agencies during
that Trigger Period.
2
“Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York, New York, United States.
“Change of
Control” means the occurrence of any of the following:
(1) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) (other than the Parent Entity or one of its subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Parent Entity’s Voting Stock (as defined below)
or other Voting Stock into which the Parent Entity’s Voting Stock is reclassified, consolidated, exchanged or changed, measured
by voting power rather than number of shares;
(2) the Parent Entity consolidates with, or
merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent Entity, in any such event pursuant
to a transaction in which any of the outstanding Voting Stock of the Parent Entity or such other Person is converted into or exchanged
for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Parent Entity outstanding
immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
Person immediately after giving effect to such transaction;
(3) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all
or substantially all of the Parent Entity’s consolidated assets, including the assets of the Parent Entity’s subsidiaries,
taken as a whole, to one or more Persons (other than the Parent Entity or one of its subsidiaries);
(4) the first day on which a majority of the
members of the Parent Entity’s Board of Directors is composed of members who are not Continuing Directors; or
(5) the adoption of a plan relating to the
liquidation or dissolution of the Parent Entity.
Notwithstanding the foregoing, a transaction will
not be deemed to involve a Change of Control if (1) the Parent Entity becomes a direct or indirect wholly-owned subsidiary of a
holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that
transaction are substantially the same as the holders of the Parent Entity’s Voting Stock immediately prior to that transaction
or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. For the avoidance of doubt,
the JRD Acquisition Transactions shall not constitute a “Change of Control” for purposes of the Indenture.
“Change of Control Offer” has
the meaning provided in Section 4.01(a).
“Change of Control Payment Date”
has the meaning provided in Section 4.01(a).
3
“Change of Control Purchase Price”
has the meaning provided in Section 4.01(a).
“Change of
Control Repurchase Event” means with respect to a series of the Notes, the occurrence of both a Change of Control and
a Below Investment Grade Ratings Event for the Notes of such series. Notwithstanding the foregoing, no Change of Control Repurchase Event
will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually
been consummated.
“Continuing
Directors” means, as of any date of determination, any member of the Parent Entity’s Board of Directors who (1) was
a member of the Parent Entity’s Board of Directors on the date the Notes were issued or (2) was nominated for election, elected
or appointed to the Parent Entity’s Board of Directors with the approval of a majority of the Continuing Directors who were members
of the Parent Entity’s Board of Directors at the time of such nomination, election or appointment (either by a specific vote or
by approval of the Parent Entity’s proxy statement in which such member was named as a nominee for election as a director, without
objection to such nomination).
“Depositary” has the meaning
provided in Section 2.03(c).
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Fitch” means Fitch Ratings Inc.,
a subsidiary of Hearst Communications, Inc., and its successors.
“Guarantor” has the meaning provided
in the Preamble.
“Indenture” has the meaning provided
in the Recitals.
“Initial Notes” means the aggregate
principal amount of each series of Notes issued on the date hereof, as specified in Section 2.01.
“Interest Payment Date” means
each interest payment date for each series of Notes.
“Investment Grade” means a rating
of Baa3 or higher by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating of BBB- or higher
by S&P (or its equivalent under any successor rating categories of S&P); and a rating of BBB- or higher by Fitch (or its equivalent
under any successor rating categories of Fitch).
“JRD Acquisition Transactions”
means the mergers and the other transactions contemplated under the Merger Agreement.
“Make-Whole
Spread” means, with respect to a series of Notes, the number of basis points set forth under the heading “Make-Whole
Spread” across from the name of such series of Notes in the table in Section 3.01(b).
“Merger Agreement” means the
Agreement and Plan of Merger, dated as of March 30, 2026, as may be amended from time to time, by and among Sysco Corporation, Sysco
Holdings, Slider Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 2, Inc.,
a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 3, LLC, a Delaware limited liability company
and wholly-owned subsidiary of Sysco Holdings, JRD Unico, Inc., a Delaware corporation, Warehouse Realty, LLC, a Delaware limited
liability company, and Ki Atlantic Holdings Limited (as holder representative).
4
“Moody’s” means Moody’s
Ratings, Inc., a subsidiary of Moody’s Corporation and its successors.
“Notes” has the meaning provided
in the Recitals. For the avoidance of doubt, “Notes” shall include any Additional Notes.
“Par Call Date” means, with respect
to each series of Notes, the date set forth under the heading “Par Call Date” below across from the name of such series of
Notes:
Series of
Notes
Par
Call Date
2029 Notes
September 6, 2029
2031 Notes
May 6, 2031
2033 Notes
August 6, 2033
2036 Notes
March 6, 2036
2046 Notes
April 6, 2046
2056 Notes
April 6, 2056
2066 Notes
April 6, 2066
“Parent Entity” means (a) before
the JRD Acquisition Transactions, Sysco Corporation, and (b) from and after the JRD Acquisition Transactions, Sysco Holdings.
“Rating Agency” means each of
Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P and Fitch ceases to provide rating services to issuers
or investors, the Parent Entity may appoint a replacement for such Rating Agency that is a nationally recognized statistical rating agency.
“Remaining Scheduled Payments”
means, with respect to any Note of any series to be redeemed, the remaining scheduled payments of the principal thereof and interest
thereon that would be due after the related Redemption Date but for such redemption as if such Note matured on the applicable Par Call
Date; provided, however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount
of the next succeeding scheduled interest payment thereon will be deemed to be reduced (solely for the purposes of this calculation)
by the amount of interest accrued thereon to such Redemption Date.
“Second Supplemental Indenture”
has the meaning provided in the Preamble.
“Special Mandatory Redemption Date”
means any Business Day that is no later than the 10th Business Day following the date of any Special Mandatory Redemption
Event, which will be specified in the notice of special mandatory redemption sent to Holders of the Notes.
5
“Special Mandatory Redemption Event”
means the earliest to occur of: (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30,
2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the Trustee in
writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions
or (iii) Sysco Corporation notifies the Trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation
of the JRD Acquisition Transactions.
“Special Mandatory Redemption Price”
means a price equal to 101% of the aggregate principal amount of each series of the Notes being redeemed on the Special Mandatory Redemption
Date, plus accrued and unpaid interest on the principal amount of such Notes to, but excluding, the Special Mandatory Redemption
Date.
“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., and its successors.
“Treasury
Rate” means, with respect to any Redemption Date:
(a) the
yield determined by the Issuers after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities—Treasury constant maturities—Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuers shall select, as
applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the
applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15
exactly equal to the Remaining Life, the two yields—one yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and
shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph,
the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number
of months or years, as applicable, of such Treasury constant maturity from the Redemption Date;
(b) If
on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, the Issuers shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business
Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable
Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date, but there are
two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity
date preceding the applicable Par Call Date, and one with a maturity date following the applicable Par Call Date, the Issuers shall select
the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States
Treasury securities maturing on the applicable Par Call Date, or two or more United States Treasury securities meeting the criteria of
the preceding sentence, the Issuers shall select from among these two or more United States Treasury securities the United States Treasury
security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
6
“Trustee” has the meaning provided
in the Preamble.
“Voting Stock”
of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date
means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such
person.
Article Two
General Terms and Conditions of the Notes
Section 2.01 Designation
and Principal Amount.
(a) There
are hereby authorized and designated seven series of Notes, each as a series of Securities under the Base Indenture:
(i) the
5.450% Senior Notes due 2029;
(ii) the
5.600% Senior Notes due 2031;
(iii) the
5.800% Senior Notes due 2033;
(iv) the
5.950% Senior Notes due 2036;
(v) the
6.400% Senior Notes due 2046;
(vi) the
6.500% Senior Notes due 2056; and
(vii) the
6.600% Senior Notes due 2066.
7
Each series of the Notes may be authenticated and
delivered under the Indenture in an unlimited aggregate principal amount.
i. The 2029 Notes issued on the date hereof pursuant to the terms of
the Indenture shall be in an aggregate principal amount of $1,750,000,000.
ii. The 2031 Notes issued on the date hereof pursuant to the terms of
the Indenture shall be in an aggregate principal amount of $2,000,000,000.
iii. The 2033 Notes issued on the date hereof pursuant to the terms
of the Indenture shall be in an aggregate principal amount of $1,500,000,000.
iv. The 2036 Notes issued on the date hereof pursuant to the terms of
the Indenture shall be in an aggregate principal amount of $2,000,000,000. The 2036 Notes
shall not be required to be redeemed upon the occurrence of a Special Mandatory Redemption
Event.
v. The 2046 Notes issued on the date hereof pursuant to the terms of
the Indenture shall be in an aggregate principal amount of $1,000,000,000.
vi. The 2056 Notes issued on the date hereof pursuant to the terms of
the Indenture shall be in an aggregate principal amount of $1,750,000,000.
vii. The 2066 Notes issued on the date hereof pursuant to the terms
of the Indenture shall be in an aggregate principal amount of $750,000,000.
In the case of each series of Notes, the amount
shall be set forth in the Issuer Order for the authentication and delivery of the Notes pursuant to Section 303 of the Base Indenture.
The Notes will be senior unsecured obligations of
the Issuers and will rank equally in right of payment with all of the Issuers’ other existing and future senior unsecured indebtedness
from time to time outstanding.
(b) The
Issuers may from time to time, without notice to or the consent of the Holders of any series of the Notes, create and issue Additional
Notes of any series ranking equally and ratably with such series of Notes in all respects, or in all respects except for the payment
of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such Additional
Notes; provided that if such Additional Notes are not fungible for U.S. federal income tax purposes with the Notes of the applicable
series, such Additional Notes will have a different “CUSIP”, “ISIN” and/or any other identifying number. Such
Additional Notes will have the same terms as to status, redemption or otherwise as the applicable series of Notes, and will vote together
as one class on all matters with respect to such series of Notes.
8
Section 2.02 Maturity.Unless
an earlier redemption has occurred, the principal amount of the 2029 Notes shall mature and be due and payable, together with any accrued
and unpaid interest thereon, on October 6, 2029, the principal amount of the 2031 Notes shall mature and be due and payable, together
with any accrued and unpaid interest thereon, on June 6, 2031, the principal amount of the 2033 Notes shall mature and be due and
payable, together with any accrued and unpaid interest thereon, on October 6, 2033, the principal amount of the 2036 Notes shall
mature and be due and payable, together with any accrued and unpaid interest thereon, on June 6, 2036, the principal amount of the
2046 Notes shall mature and be due and payable, together with any accrued and unpaid interest thereon, on October 6, 2046, the principal
amount of the 2056 Notes shall mature and be due and payable, together with any accrued and unpaid interest thereon, on October 6,
2056 and the principal amount of the 2066 Notes shall mature and be due and payable, together with any accrued and unpaid interest thereon,
on October 6, 2066. If the maturity date of any series of the Notes falls on a day that is not a Business Day, payment of principal,
premium, if any, and interest for such Notes then due will be paid on the next succeeding Business Day. No interest on that payment will
accrue from and after the maturity date.
Section 2.03 Form and
Payment.
(a) The
Notes and the Trustee’s Certificates of Authentication to be endorsed thereon are to be substantially in the form of Exhibit A,
Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F and Exhibit G,
which forms are hereby incorporated in and made a part of this Second Supplemental Indenture.
(b) The
terms and provisions contained in the Notes of each series shall constitute, and are hereby expressly made, a part of this Second Supplemental
Indenture, and the Issuers and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to
such terms and provisions and to be bound thereby.
(c) Payments
of principal, premium, if any, and/or interest, if any, on the Global Notes representing each series of the Notes shall be made to The
Depository Trust Company (together with any successor thereto, the “Depositary”).
(d) Each
series of Notes will be issued in the form of one or more Global Notes in registered form, without interest coupons, and only in minimum
denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof. The Global Notes representing each
series of the Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary or a
nominee of the Depositary. No Global Note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.
(e) Additional
provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Second Supplemental Indenture are set
forth in Appendix A, which is hereby incorporated in and made a part of this Second Supplemental Indenture.
9
Section 2.04 Interest.
(a)
(i) Interest
on the 2029 Notes shall accrue at the rate of 5.450% per annum, payable semi-annually in arrears on April 6 and October 6 of
each year, beginning on April 6, 2027. Interest on the 2029 Notes shall be payable to the Holders in whose names the Notes of such
series are registered at the close of business on March 15 and September 15, as the case may be (in each case, whether or not
a Business Day), immediately preceding the related Interest Payment Date.
(ii) Interest
on the 2031 Notes shall accrue at the rate of 5.600% per annum, payable semi-annually in arrears on December 6 and June 6 of
each year, beginning on December 6, 2026. Interest on the 2031 Notes shall be payable to the Holders in whose names the Notes of
such series are registered at the close of business on November 15 and May 15, as the case may be (in each case, whether or
not a Business Day), immediately preceding the related Interest Payment Date.
(iii) Interest
on the 2033 Notes shall accrue at the rate of 5.800% per annum, payable semi-annually in arrears on April 6 and October 6 of
each year, beginning on April 6, 2027. Interest on the 2033 Notes shall be payable to the Holders in whose names the Notes of such
series are registered at the close of business on March 15 and September 15, as the case may be (in each case, whether or not
a Business Day), immediately preceding the related Interest Payment Date.
(iv) Interest
on the 2036 Notes shall accrue at the rate of 5.950% per annum, payable semi-annually in arrears on December 6 and June 6 of
each year, beginning on December 6, 2026. Interest on the 2036 Notes shall be payable to the Holders in whose names the Notes of
such series are registered at the close of business on November 15 and May 15, as the case may be (in each case, whether or
not a Business Day), immediately preceding the related Interest Payment Date.
(v) Interest
on the 2046 Notes shall accrue at the rate of 6.400% per annum, payable semi-annually in arrears on April 6 and October 6 of
each year, beginning on April 6, 2027. Interest on the 2046 Notes shall be payable to the Holders in whose names the Notes of such
series are registered at the close of business on March 15 and September 15, as the case may be (in each case, whether or not
a Business Day), immediately preceding the related Interest Payment Date.
(vi) Interest
on the 2056 Notes shall accrue at the rate of 6.500% per annum, payable semi-annually in arrears on April 6 and October 6 of
each year, beginning on April 6, 2027. Interest on the 2056 Notes shall be payable to the Holders in whose names the Notes of such
series are registered at the close of business on March 15 and September 15, as the case may be (in each case, whether or not
a Business Day), immediately preceding the related Interest Payment Date.
(vii) Interest
on the 2066 Notes shall accrue at the rate of 6.600% per annum, payable semi-annually in arrears on April 6 and October 6 of
each year, beginning on April 6, 2027. Interest on the 2066 Notes shall be payable to the Holders in whose names the Notes of such
series are registered at the close of business on March 15 and September 15, as the case may be (in each case, whether or not
a Business Day), immediately preceding the related Interest Payment Date.
10
(b) Interest
on each series of the Notes will accrue from and including October 6, 2026 to, but excluding, the first Interest Payment Date and
then from and including the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but
excluding, the next Interest Payment Date, Redemption Date or maturity date, as the case may be. Interest on each series of the Notes
shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date or other payment date,
Redemption Date or maturity date for any series of the Notes is not a Business Day, then payment of principal, premium, if any, and interest
shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no
interest on such payment shall accrue on that payment for the period from and after that Interest Payment Date or other payment date,
Redemption Date or maturity date, as the case may be, to the date of that payment on the next succeeding Business Day.
(c) All
references in the Indenture to the payment of accrued and unpaid interest thereon to, but excluding, a certain date shall be subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date.
Section 2.05 Other
Terms and Conditions.
(a) The
Notes are not subject to a sinking fund.
(b) The
Defeasance and Covenant Defeasance provisions of Article XIV (Defeasance and Covenant Defeasance) of the Base Indenture will apply
to each series of the Notes and the covenant set forth in Article Four shall be subject to the provisions of Section 1403
of the Base Indenture.
(c) The
provisions of Article IV (Satisfaction and Discharge) of the Base Indenture will apply to each series of the Notes.
(d) Each
series of the Notes will be guaranteed by each of the Guarantors pursuant to and on the terms set forth in Article XV (Guarantees)
of the Base Indenture. Each Guarantor hereby agrees that the Guarantee of such Guarantor set forth in the Base Indenture will remain
in full force and effect notwithstanding any failure to endorse on each Note a notation of its Guarantee.
(e) Each
series of the Notes will be subject to the Events of Default provided in Section 501 of the Base Indenture.
(f) The
Trustee will initially be the Security Registrar and Paying Agent for the Notes.
(g) The
Notes will be subject to the covenants provided in Article X (Covenants) of the Base Indenture, as supplemented by Article Four.
11
(h) The
Place of Payment for the Notes and the place where notices and demand to or upon the Issuers in respect of the Notes and the Indenture
may be served, shall be 1255 Corporate Drive, 6th Floor, Irving, Texas 75038, United States
of America.
Article Three
Redemption
Section 3.01 Optional
Redemption of the Notes.
(a) Subject
to Section 5.03, the provisions of Article XI (Redemption of Securities) of the Base Indenture, as supplemented by the
provisions of this Second Supplemental Indenture, shall apply to each series of the Notes.
(b) Each
series of Notes will be redeemable at the Issuers’ option, in whole or in part, at any time and from time to time (in $1,000 increments,
provided that any remaining principal amount thereof will be at least the minimum authorized denomination thereof) prior to the applicable
Par Call Date (as set forth in the table below), at a Redemption Price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of:
(1) (a) the
sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes of the applicable series to be redeemed
discounted to the Redemption Date (assuming the Notes of the applicable series matured on the applicable Par Call Date) on a semi-annual
basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury Rate plus the applicable Make-Whole Spread for such
series of Notes (as set forth in the table below), less (b) unpaid interest accrued to, but excluding, the Redemption Date, and
(2) 100%
of the principal amount of the Notes of the applicable series to be redeemed,
plus, in either
case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Notes
Series
Par
Call Date
Make-Whole
Spread
2029
Notes
September 6,
2029
(one month prior to maturity date)
10
basis points
2031
Notes
May 6,
2031
(one month prior to maturity date)
15
basis points
2033
Notes
August 6,
2033
(two months prior to maturity date)
15
basis points
2036
Notes
March 6,
2036
(three months prior to maturity date)
20
basis points
2046
Notes
April 6,
2046
(six months prior to maturity date)
20
basis points
2056
Notes
April 6,
2056
(six months prior to maturity date)
20
basis points
2066
Notes
April 6,
2066
(six months prior to maturity date)
20
basis points
12
(c) At
any time and from time to time on or after the applicable Par Call Date of each series of Notes, each applicable series of Notes shall
be redeemable, in whole or in part, at the Issuers’ election (in $1,000 increments, provided that any remaining principal amount
thereof will be at least the minimum authorized denomination thereof), at a Redemption Price equal to 100% of the principal amount of
the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes.
(d) On
and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption,
unless the Issuers default in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption
Date for a series of Notes, the Issuers shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Redemption Price
of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest,
if any. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance
with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed
in part.
(e) Notice
of any redemption shall be electronically delivered, mailed or otherwise given in accordance with the procedures of the Depositary at
least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes of the applicable series to be redeemed.
Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if
the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such
notice is to be given, the actual Redemption Price, calculated as described above in clause (1) or (2) of Section 3.01(b),
as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to
the Redemption Date. Notice of redemption having been given as provided in the Base Indenture, the Notes of the applicable series called
for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued
and unpaid interest, if any, to, but excluding, the Redemption Date.
(f) Notice
of any redemption of the Notes of any series in connection with a corporate transaction that is pending (including an equity offering
or an incurrence of indebtedness), may, at the Issuers’ discretion, be given subject to one or more conditions precedent, including,
but not limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent,
such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not
have been satisfied or otherwise waived by the Redemption Date. The Issuers will notify Holders of any such rescission as soon as practicable
after the Issuers determine that they will not be able to satisfy or otherwise waive such condition precedent. Once notice of redemption
is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for
redemption will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid
interest, if any, to, but excluding, the Redemption Date.
13
(g) The
Issuers’ actions and determinations in determining any Redemption Price shall be conclusive and binding for all purposes, absent
manifest error. The Trustee shall have no responsibility for any calculation or determination in respect of any Redemption Price of any
Note, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate
from each of the Issuers that states such Redemption Price.
(h) If
the Redemption Date for any Notes of any series falls on a day that is not a Business Day, the Redemption Price for such Notes will be
paid on the next succeeding Business Day.
Section 3.02 Special
Mandatory Redemption of the Notes.(a) If a Special Mandatory Redemption Event occurs, then the Issuers will redeem all of the
Outstanding Notes of each series (other than the 2036 Notes) on the Special Mandatory Redemption Date at the Special Mandatory Redemption
Price.
(b) The
Issuers will cause a notice of Special Mandatory Redemption Event to be electronically delivered or mailed to the Trustee and electronically
delivered, mailed or otherwise given in accordance with the procedures of the Depositary to each Holder of record of the Notes to be
redeemed no later than the fifth Business Day following the occurrence of a Special Mandatory Redemption Event, which shall provide for
the redemption of the Notes subject to mandatory redemption upon the occurrence of a Special Mandatory Redemption Event on the Special
Mandatory Redemption Date. At the Issuers’ request, and expense, the Trustee shall deliver a notice of Special Mandatory Redemption
to the Holders of the Notes; provided such request is accompanied by the notice of Special Mandatory Redemption to be given.
(c) Upon
the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption
Date with the Trustee or the Paying Agent by no later than 10:00 a.m., New York City time, on such Special Mandatory Redemption Date,
then, on and after such Special Mandatory Redemption Date, the Notes subject to mandatory redemption upon the occurrence of a Special
Mandatory Redemption Event will cease to bear interest and all rights under such Notes shall terminate.
(d) The
notice of a Special Mandatory Redemption Event shall state:
(i) the
Special Mandatory Redemption Date;
(ii) the
Special Mandatory Redemption Price;
(iii) that
on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable; and
14
(iv) that
the Notes subject to mandatory redemption upon the occurrence of a Special Mandatory Redemption Event shall cease to bear interest on
and after the Special Mandatory Redemption Date.
(e) The
Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption Event or the
Special Mandatory Redemption Price, or any component thereof, and shall be entitled to receive, and fully protected in relying upon,
an Officer’s Certificate from the Issuers that states the occurrence of such Special Mandatory Redemption Event and such Special
Mandatory Redemption Price.
(f) Notwithstanding
anything to the contrary herein, the 2036 Notes shall not be required to be redeemed upon the occurrence of a Special Mandatory Redemption
Event.
Article Four
Additional Covenant
Section 4.01 Purchase
of Notes upon a Change of Control Repurchase Event. If a Change of Control Repurchase Event occurs with respect to a series
of Notes, unless the Issuers shall have exercised their right to redeem the Notes of such series as set forth in Section 3.01
or shall have defeased the Notes of such series as set forth in Article XIV (Defeasance and Covenant Defeasance) of the Base Indenture,
the Issuers shall be required to make an offer (the “Change of Control Offer”) to each Holder of the applicable Notes
to repurchase all or any part (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) of that Holder’s
Notes of such series, at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus
any accrued and unpaid interest on the Notes repurchased to, but excluding, the date of repurchase (“Change of Control Purchase
Price”).
Within 30 days following
any Change of Control Repurchase Event or at the Issuers’ option, prior to any Change of Control, but in either case, after the
public announcement of the Change of Control, the Issuers shall electronically deliver, mail or otherwise give in accordance with
the procedures of the Depositary a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions that
constitute or may constitute the Change of Control Repurchase Event and offering to repurchase such Notes on the payment date specified
in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is electronically delivered,
mailed or given (the “Change of Control Payment Date”). The notice shall disclose that any Note not tendered for repurchase
will continue to accrue interest, specify the procedures for tendering Notes, and shall, if electronically delivered, mailed or otherwise
given in accordance with the procedures of the Depositary prior to the date of consummation of the Change of Control, state that the
offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date
specified in the notice.
15
(b) On
the Change of Control Payment Date, the Issuers shall, to the extent lawful:
(i) accept
for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit
with the Paying Agent an amount equal to the aggregate Change of Control Purchase Price in respect of all Notes or portions of Notes
properly tendered; and
(iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted, together with an Officer’s Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased by the Issuers.
(c) The
Paying Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuers.
The Issuers will execute, and the authenticating agent will promptly authenticate and deliver (or cause to be transferred by book-entry)
to each Holder a new Note equal in principal amount to any unpurchased portion of any such Notes surrendered; provided, that each new
Note will be in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof.
(d) Notwithstanding
the foregoing, the Issuers will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if
a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by
the Issuers and such third party purchases all Notes properly tendered and not withdrawn under its offer.
(e) The
Trustee shall have no responsibility for any calculation or determination in respect of the Change of Control Repurchase Event or Change
of Control Purchase Price of any Notes, or any component thereof, and shall be entitled to receive, and fully protected in relying upon,
an Officer’s Certificate from the Issuers stating that such Change of Control Repurchase Event has occurred and specifying such
repurchase price.
Article Five
Miscellaneous
Section 5.01 Application
of Second Supplemental Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified
and confirmed. This Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and
therein provided.
Section 5.02 Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by the Trust Indenture Act, the imposed
duties shall control.
16
Section 5.03 Conflict
with Base Indenture. To the extent not expressly amended or modified by this Second Supplemental Indenture, the Base Indenture shall
remain in full force and effect. If any provision of this Second Supplemental Indenture relating to the Notes is inconsistent with any
provision of the Base Indenture, the provision of this Second Supplemental Indenture shall control.
Section 5.04 Governing
Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 5.05 Successors.
All agreements of the Issuers in the Base Indenture, this Second Supplemental Indenture and the Notes shall bind their successors. All
agreements of the Trustee in the Base Indenture and this Second Supplemental Indenture shall bind its successors.
Section 5.06 Counterparts.
This instrument 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.
Section 5.07 Trustee
Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Second Supplemental Indenture
and the Notes other than as to the validity of the execution and delivery of the Second Supplemental Indenture by the Trustee and the
authentication of the Notes by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuers
and not the Trustee and the Trustee assumes no responsibility for the same and the Trustee does not make any representation with respect
to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Notes
or the proceeds thereof.
[Remainder of page intentionally left
blank]
17
IN WITNESS WHEREOF, the parties to this Second Supplemental
Indenture have caused it to be duly executed as of the day and year first above written.
SYSCO CORPORATION
By:
/s/
Meena Dafesh
Name:
Meena Dafesh
Title:
Vice President,
Global Treasurer
SYSCO HOLDINGS
CORPORATION
By:
/s/
Meena Dafesh
Name:
Meena Dafesh
Title:
Treasurer
[Signature Page to Second Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
GUARANTORS:
SYSCO ALBANY,
LLC
SYSCO ASIAN FOODS, INC.
SYSCO BALTIMORE, LLC
SYSCO BARABOO, LLC
SYSCO BOSTON, LLC
SYSCO CENTRAL PENNSYLVANIA,
LLC
SYSCO CINCINNATI, LLC
SYSCO COLUMBIA, LLC
SYSCO CONNECTICUT, LLC
SYSCO DETROIT, LLC
SYSCO EASTERN WISCONSIN,
LLC
SYSCO GRAND RAPIDS, LLC
SYSCO INDIANAPOLIS, LLC
SYSCO JACKSON, LLC
SYSCO LONG ISLAND, LLC
SYSCO METRO NEW YORK,
LLC
SYSCO PHILADELPHIA, LLC
SYSCO PITTSBURGH, LLC
SYSCO ST. LOUIS, LLC
SYSCO SYRACUSE, LLC
SYSCO USA III, LLC
SYSCO VIRGINIA, LLC
SYSCO ATLANTA, LLC
SYSCO CENTRAL ALABAMA,
LLC
SYSCO CHARLOTTE, LLC
SYSCO EASTERN MARYLAND,
LLC
SYSCO GULF COAST, LLC
SYSCO KNOXVILLE, LLC
SYSCO MEMPHIS, LLC
SYSCO NASHVILLE, LLC
SYSCO RALEIGH, LLC
SYSCO SOUTHEAST FLORIDA,
LLC
SYSCO USA II, LLC
SYSCO CENTRAL CALIFORNIA,
INC.
SYSCO HAWAII, INC.
SYSCO KANSAS CITY, INC.
SYSCO LINCOLN, INC.
SYSCO LOS ANGELES, INC.
SYSCO MONTANA, INC.
SYSCO PORTLAND, INC.
SYSCO RIVERSIDE, INC.
SYSCO SACRAMENTO, INC.
[Signature Page to Second Supplemental Indenture]
SYSCO SAN
DIEGO, INC.
SYSCO SAN FRANCISCO,
INC.
SYSCO SEATTLE, INC.
SYSCO SPOKANE, INC.
SYSCO USA I, INC.
SYSCO VENTURA, INC.
SYSCO CENTRAL ILLINOIS,
INC.
SYSCO CHICAGO, INC.
SYSCO CLEVELAND, INC.
SYSCO IOWA, INC.
SYSCO LOUISVILLE, INC.
SYSCO MINNESOTA, INC.
SYSCO NORTH DAKOTA, INC.
SYSCO NORTHERN NEW ENGLAND,
INC.
SYSCO WESTERN MINNESOTA,
INC.
SYSCO CENTRAL FLORIDA,
INC.
SYSCO HAMPTON ROADS,
INC.
SYSCO JACKSONVILLE, INC.
SYSCO SOUTH FLORIDA,
INC.
SYSCO WEST COAST FLORIDA,
INC.
By
/s/
Andrew Wurdack
Name:
Andrew Wurdack
Title:
Secretary
[Signature Page to Second Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
/s/
Michael K. Herberger
Name: Michael K. Herberger
Title: Vice President
[Signature Page to Second Supplemental Indenture]
Schedule I
INITIAL
GUARANTORS
Exact
Name of Guarantor as Specified in its
Charter
State
or Other Jurisdiction of
Incorporation or Organization
Sysco
Albany, LLC
Delaware
Sysco
Asian Foods, Inc.
Delaware
Sysco
Atlanta, LLC
Delaware
Sysco
Baltimore, LLC
Delaware
Sysco
Baraboo, LLC
Delaware
Sysco
Boston, LLC
Delaware
Sysco
Central Alabama, LLC
Delaware
Sysco
Central California, Inc.
California
Sysco
Central Florida, Inc.
Delaware
Sysco
Central Illinois, Inc.
Delaware
Sysco
Central Pennsylvania, LLC
Delaware
Sysco
Charlotte, LLC
Delaware
Sysco
Chicago, Inc.
Delaware
Sysco
Cincinnati, LLC
Delaware
Sysco
Cleveland, Inc.
Delaware
Sysco
Columbia, LLC
Delaware
Sysco
Connecticut, LLC
Delaware
Sysco
Detroit, LLC
Delaware
Sysco
Eastern Maryland, LLC
Delaware
Sysco
Eastern Wisconsin, LLC
Delaware
Sysco
Grand Rapids, LLC
Delaware
Sysco
Gulf Coast, LLC
Delaware
Sysco
Hampton Roads, Inc.
Delaware
Sysco
Hawaii, Inc.
Delaware
Sysco
Indianapolis, LLC
Delaware
Sysco
Iowa, Inc.
Delaware
Sysco
Jackson, LLC
Delaware
Sysco
Jacksonville, Inc.
Delaware
Sysco
Kansas City, Inc.
Missouri
Sysco
Knoxville, LLC
Delaware
A-1
Exact
Name of Guarantor as Specified in its
Charter
State
or Other Jurisdiction of
Incorporation or Organization
Sysco
Lincoln, Inc.
Nebraska
Sysco
Long Island, LLC
Delaware
Sysco
Los Angeles, Inc.
Delaware
Sysco
Louisville, Inc.
Delaware
Sysco
Memphis, LLC
Delaware
Sysco
Metro New York, LLC
Delaware
Sysco
Minnesota, Inc.
Delaware
Sysco
Montana, Inc.
Delaware
Sysco
Nashville, LLC
Delaware
Sysco
North Dakota, Inc.
Delaware
Sysco
Northern New England, Inc.
Maine
Sysco
Philadelphia, LLC
Delaware
Sysco
Pittsburgh, LLC
Delaware
Sysco
Portland, Inc.
Delaware
Sysco
Raleigh, LLC
Delaware
Sysco
Riverside, Inc.
Delaware
Sysco
Sacramento, Inc.
Delaware
Sysco
San Diego, Inc.
Delaware
Sysco
San Francisco, Inc.
California
Sysco
Seattle, Inc.
Delaware
Sysco
South Florida, Inc.
Delaware
Sysco
Southeast Florida, LLC
Delaware
Sysco
Spokane, Inc.
Delaware
Sysco
St. Louis, LLC
Delaware
Sysco
Syracuse, LLC
Delaware
Sysco
USA I, Inc.
Delaware
Sysco
USA II, LLC
Delaware
Sysco
USA III, LLC
Delaware
Sysco
Ventura, Inc.
Delaware
Sysco
Virginia, LLC
Delaware
Sysco
West Coast Florida, Inc.
Delaware
Sysco
Western Minnesota, Inc.
Delaware
A-2
Appendix A
PROVISIONS RELATING TO INITIAL NOTES AND
ADDITIONAL NOTES OF EACH SERIES
Section 1.1 Definitions.
(a) Capitalized
Terms.
Capitalized terms used but not defined in this Appendix
A have the meanings given to them in the Base Indenture. The following capitalized terms have the following meanings:
“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the
rules and procedures of the Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to
such transaction and as in effect from time to time.
“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities clearing agency.
“Custodian”
means U.S. Bank Trust Company, National Association, as custodian with respect to the Notes in global form, or any successor entity thereto.
“Definitive
Note” means a certificated Initial Note or Additional Note issued pursuant to the Base Indenture that does not include the
Global Notes Legend.
“Euroclear”
means Euroclear Bank S.A./N.V., as operator of Euroclear System or any successor securities clearing agency.
(b) Other
Definitions.
Term:
Defined
in
Section:
“Agent
Members”
2.1(b)
“Global
Note”
2.1(a)
“Global
Notes Legend”
2.2(d)
Section 1.2 General.
The provisions of this Appendix A shall apply to
each series of Notes.
Section 2.1 Form and
Dating.
(a) The
Initial Notes issued on the date hereof shall be offered and sold by the Issuers to the underwriters thereof pursuant to the registration
statement of the Issuers on Form S-3 (333-298926) and shall be issued in the form of one or more permanent global securities in
fully registered form, numbered R-1 upward (each, a “Global Note”).
A-3
(b) Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary.
The Issuers shall execute and the Trustee shall,
in accordance with this Section 2.1(b) and Section 303 of the Base Indenture and pursuant to an Issuer Order signed
by one officer of each Issuer, authenticate and deliver one or more Global Notes that (i) shall be registered in the name of the
Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary’s instructions or held by the Trustee as Custodian.
Members of, or participants
in, the Depositary (“Agent Members”) shall have no rights under the Indenture with respect to any Global Note
held on their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by
the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary
and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a
beneficial interest in any Global Note.
(c) Definitive
Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests
in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.
Section 2.2 Transfer
and Exchange.
(a) Transfer
and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a written
request:
(i) to
register the transfer of such Definitive Notes; or
(ii) to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,
the Security Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer
in form satisfactory to the Issuers and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing.
A-4
(b) Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar, together
with:
(i) a
certification from the transferor in the form of the Assignment Form provided on the reverse side of the Form of Note attached
as an exhibit to the Second Supplemental Indenture for exchange or registration of transfers; and
(ii) written
instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
the Trustee shall cancel such Definitive Note and cause, or direct
the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian,
the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive
Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then
outstanding, the Issuers shall issue and the Trustee shall authenticate, upon an Issuer Order, a new applicable Global Note in the appropriate
principal amount.
(c) Transfer
and Exchange of Global Notes.
(i) The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the
Indenture and the Applicable Procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver
to the Security Registrar a written order given in accordance with the Depositary’s procedures containing information regarding
the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note, and
such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account
of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred.
(ii) If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the
Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security
Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from
which such interest is being transferred.
(iii) Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global
Note may not be transferred except as a whole and not in part if the transfer is by the Depositary to a 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.
A-5
(d) Legends.
Each Global Note shall bear the following
legend (“Global Notes Legend”):
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.
(e) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned
by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global
Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment
shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global
Note, by the Trustee or the Custodian, to reflect such reduction.
(f) Obligations
with Respect to Transfers and Exchanges of Notes.
(i) To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Security Registrar’s request.
(ii) No
service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to
cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906, 1107 and 1305 of the Base
Indenture).
(iii) Prior
to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Security Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue,
and none of the Issuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
A-6
(iv) All
Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled
to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(g) No
Obligation of the Trustee.
(i) The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary
or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under
or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global
Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and
procedures of the Depositary. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.
(ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between
or among Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(iii) Neither
the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Section 2.3 Definitive
Notes.
(a) A
Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may
be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal
amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix
A and (i) the Depositary notifies the Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or
if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor
Depositary is not appointed by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation, (ii) the
Issuers notify the Trustee in writing that the Issuers have elected to cause the issuance of Definitive Notes in lieu of Global Notes
or (iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary.
In addition, any Affiliate of the Issuers or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s
beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Issuers and
the Trustee and such Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuers or Trustee.
A-7
(b) Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized
denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and
delivered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary
shall direct.
(c) The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(d) In
the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Issuers shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.
A-8
Exhibit A
FORM OF 2029 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.450% Senior Notes due 2029
No. [ ]
CUSIP No.: 87183X
AA1
ISIN No.: US87183XAA19
$1,750,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ] or registered assigns
the principal sum of $1,750,000,000 on October 6, 2029 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6
(each, an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: March 15 and September 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and referred
to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.450% Senior Notes due 2029
1. Interest.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in
arrears on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated
Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or
interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue
on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be,
to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 5.450% Senior Notes due
2029 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption, and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent
to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date:
Your Signature:
Sign exactly as your name appears on the
other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global
Note for certificated Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to,
but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased
as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit B
FORM OF 2031 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.600% Senior Notes due 2031
No. [ ]
CUSIP No.: 87183X
AB9
ISIN No.: US87183XAB91
$2,000,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ] or registered assigns
the principal sum of $2,000,000,000 on June 6, 2031 (the “Stated Maturity”).
Interest Payment Dates: December 6 and June 6
(each, an “Interest Payment Date”), commencing on December 6, 2026, and upon the Stated Maturity.
Interest Record Dates: November 15 and May 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and
referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.600% Senior Notes due 2031
1. Interest.
Sysco Corporation
and Sysco Holdings Corporation (together, the “Issuers”) promise to pay interest on the principal amount of this Note
at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid;
or, if no interest has been paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The
Issuers will pay interest semi-annually in arrears on each Interest Payment Date, beginning on December 6, 2026, and on the Stated
Maturity. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required
payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment
was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other
payment date, as the case may be, to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 5.600% Senior Notes due
2031 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent
to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date:
Your Signature:
Sign exactly as your name appears on the
other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to,
but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased
as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit C
FORM OF
2033 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.800% Senior Notes due 2033
No. [●]
CUSIP No.: 87183X
AC7
ISIN No.: US87183XAC74
$1,500,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ]
or registered assigns the principal sum of $1,500,000,000 on October 6, 2033 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6
(each, an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: March 15 and September 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS
WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is
one of the Notes designated herein and referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.800% Senior Notes due 2033
1. Interest.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in
arrears on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated
Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or
interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue
on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be,
to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 5.800% Senior Notes due
2033 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption, and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to, but excluding,
the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the
Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit D
FORM OF 2036 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.950% Senior Notes due 2036
No. [ ]
CUSIP No.: 87183X
AD5
ISIN No.: US87183XAD57
$2,000,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ] or registered assigns the principal sum of $2,000,000,000 on June 6, 2036 (the “Stated Maturity”).
Interest Payment Dates: December 6 and June 6
(each, an “Interest Payment Date”), commencing on December 6, 2026, and upon the Stated Maturity.
Interest Record Dates: November 15 and May 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS
WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is
one of the Notes designated herein and referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to
Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
5.950% Senior Notes due 2036
1. Interest.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in
arrears on each Interest Payment Date, beginning on December 6, 2026, and on the Stated Maturity. If any Interest Payment Date,
Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if
any, or interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will
accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may
be, to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year comprised
of twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 5.950% Senior Notes due
2036 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
may be the subject of a Change of Control Offer, in each case as further described in the Indenture. There is no sinking fund or mandatory
redemption applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to, but excluding,
the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the
Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit E
FORM OF 2046 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.400% Senior Notes due 2046
No. [●]
CUSIP No.: 87183X
AE3
ISIN No.: US87183XAE31
$1,000,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ]
or registered assigns the principal sum of $1,000,000,000 on October 6, 2046 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6
(each, an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: March 15 and September 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS
WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated
herein and referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.400% Senior Notes due 2046
1. Interest.
Sysco Corporation
and Sysco Holdings Corporation (together, the “Issuers”) promise to pay interest on the principal amount of this Note
at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid;
or, if no interest has been paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant
Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The
Issuers will pay interest semi-annually in arrears on each Interest Payment Date, beginning on April 6, 2027, and on the Stated
Maturity. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required
payment of principal, premium, if any, or interest will be due on the next succeeding Business Day as if made on the date that such payment
was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other
payment date, as the case may be, to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 6.400% Senior Notes due
2046 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption, and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent
to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to, but excluding,
the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the
Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit F
FORM OF 2056 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.500% Senior Notes due 2056
No. [ ]
CUSIP No.: 87183X
AF0
ISIN No.: US87183XAF06
$1,750,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[ ] or registered assigns the principal sum of $1,750,000,000 on October 6, 2056 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6
(each, an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: March 15 and September 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS
WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to
Note]
This is
one of the Notes designated herein and referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.500% Senior Notes due 2056
1. Interest.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in
arrears on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated
Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or
interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue
on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be,
to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 6.500% Senior Notes due
2056 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption, and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to, but excluding,
the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the
Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
Exhibit G
FORM OF 2066 NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL NOTE
FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.600% Senior Notes due 2066
No. [ ]
CUSIP No.: 87183X
AG8
ISIN No.: US87183XAG88
$750,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[
] or registered assigns the principal sum of $750,000,000 on October 6, 2066 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6
(each, an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: March 15 and September 15
(each, a “Regular Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS
WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to
Note]
This is
one of the Notes designated herein and referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.600% Senior Notes due 2066
1. Interest.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in
arrears on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated
Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or
interest will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue
on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be,
to the date of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available
for payment.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as paying agent. The Issuers may change any paying agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 6.600% Senior Notes due
2066 (the “Notes”) issued under the Indenture, dated as of September 25, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee,
as trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
3
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for
redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6.
Optional Redemption; Special Mandatory Redemption; Offer to Repurchase Upon Change
of Control Repurchase Event.
The Notes are subject to optional redemption and
special mandatory redemption, and may be the subject of a Change of Control Offer, in each case as further described in the Indenture.
There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default with respect to the Notes
occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal amount of all the Notes to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable.
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
4
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint
agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
7
REPURCHASE EXERCISE NOTICE UPON A CHANGE OF
CONTROL
To: Sysco Corporation and Sysco Holdings Corporation
The undersigned registered owner of this Security
hereby acknowledges receipt of a notice from Sysco Corporation and Sysco Holdings Corporation (together, the “Issuers”)
as to the occurrence of a Change of Control Repurchase Event with respect to the Issuers and hereby directs the Issuers to pay, or cause
the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is $2,000 principal amount
or an integral multiple of $1,000 in excess thereof) below designated, to be repurchased plus accrued and unpaid interest to, but excluding,
the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the
Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture.
Dated:
Signature
Principal amount
to be repurchased (at least $2,000 or an integral multiple of $1,000 in excess thereof):
Remaining principal
amount following such repurchase:
By:
Authorized Signatory
8
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2625144d27_ex4-2.htm · Sequence: 3
Exhibit 4.2
Execution Version
SYSCO CORPORATION
AND SYSCO HOLDINGS CORPORATION,
as Issuers,
THE GUARANTORS NAMED HEREIN,
as Guarantors,
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
INDENTURE
Dated as of October 6, 2026
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH
318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:
TRUST INDENTURE
INDENTURE SECTION(S)
ACT SECTION
Section 310
(a)(1)
609
(a)(2)
609
(a)(3)
Not Applicable
(a)(4)
Not Applicable
(b)
608, 610
Section 311
(a)
613
(b)
613
Section 312
(a)
701, 702
(b)
702
(c)
702
Section 313
(a)
703
(b)
703
(c)
703
(d)
703
Section 314
(a)
704
(a)(4)
101, 1004
(b)
Not Applicable
(c)(1)
102
(c)(2)
102
(c)(3)
Not Applicable
(d)
Not Applicable
(e)
102
Section 315
(a)
601
(b)
602
(c)
601
(d)
601
(e)
514
Section 316
(a)
101
(a)(1)(A)
502, 512
(a)(1)(B)
513
(a)(2)
Not Applicable
(b)
508
(c)
104
Section 317
(a)(1)
503
(a)(2)
504
(b)
1003
Section 318
(a)
107
Note: This reconciliation and tie shall not,
for any purpose, be deemed to be a part of the Indenture.
TABLE OF CONTENTS
Page
Article I DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION
1
Section
101. Definitions
1
Section
102. Compliance Certificates and Opinions
12
Section
103. Form of Documents Delivered to Trustee
13
Section
104. Acts of Holders; Record Dates
14
Section
105. Notices, Etc. to Trustee and Issuers
16
Section
106. Notice to Holders; Waiver
17
Section
107. Conflict with Trust Indenture Act
18
Section
108. Effect of Headings and Table of Contents
18
Section
109. Successors and Assigns
18
Section
110. Separability Clause
18
Section
111. Benefits of Indenture
18
Section
112. Governing Law; Waiver of Trial by Jury
18
Section
113. Agreement to Certain Tax Treatment
18
Section
114. Legal Holidays
19
Section
115. Counterparts
19
Section
116. Foreign Account Tax Compliance Act (FATCA)
19
Section
117. Patriot Act
19
Section
118. Judgment Currency
20
Article II SECURITY
FORMS
20
Section
201. Forms Generally
20
Section
202. Form of Legend for Global Securities
21
Section
203. Form of Trustee’s Certificate of Authentication
21
Article III THE SECURITIES
21
Section
301. Amount Unlimited; Issuable in Series
21
Section
302. Denominations
25
Section
303. Execution, Authentication, Delivery and Dating
25
Section
304. Temporary Securities
27
Section
305. Registration, Registration of Transfer and Exchange
27
Section
306. Mutilated, Destroyed, Lost and Stolen Securities
29
Section
307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset
30
Section
308. Optional Extension of Maturity
33
Section
309. Persons Deemed Owners
33
Section
310. Cancellation
34
Section
311. Computation of Interest; Usury Not Intended
34
Section
312. CUSIP or ISIN Numbers
34
Article IV SATISFACTION
AND DISCHARGE
35
Section
401. Satisfaction and Discharge of Indenture
35
Section
402. Application of Trust Money
36
i
Article
V REMEDIES
37
Section
501. Events of Default
37
Section
502. Acceleration of Maturity; Rescission and Annulment
38
Section
503. Collection of Indebtedness and Suits for Enforcement by Trustee
39
Section
504. Trustee May File Proofs of Claim
40
Section
505. Trustee May Enforce Claims Without Possession of Securities
40
Section
506. Application of Money Collected
41
Section
507. Limitation on Suits
41
Section
508. Unconditional Right of Holders to Receive Principal, Premium and Interest
41
Section
509. Restoration of Rights and Remedies
42
Section
510. Rights and Remedies Cumulative
42
Section
511. Delay or Omission Not Waiver
42
Section
512. Control by Holders
42
Section
513. Waiver of Past Defaults
43
Section
514. Undertaking for Costs
43
Section
515. Waiver of Usury, Stay or Extension Laws
43
Article VI THE TRUSTEE
44
Section
601. Certain Duties and Responsibilities
44
Section
602. Notice of Defaults
45
Section
603. Certain Rights of Trustee
45
Section
604. Not Responsible for Recitals or Issuance of Securities
47
Section
605. May Hold Securities
48
Section
606. Money Held in Trust
48
Section
607. Compensation and Reimbursement
48
Section
608. Conflicting Interests
49
Section
609. Corporate Trustee Required; Eligibility
49
Section
610. Resignation and Removal; Appointment of Successor
49
Section
611. Acceptance of Appointment by Successor
51
Section
612. Merger, Conversion, Consolidation or Succession to Business
52
Section
613. Preferential Collection of Claims Against Issuers
52
Section
614. Appointment of Authenticating Agent
52
Article VII SECURITYHOLDERS’
LISTS AND REPORTS BY TRUSTEE AND ISSUERS
54
Section
701. Issuers to Furnish Trustee Names and Addresses of Holders
54
Section
702. Preservation of Information; Communications to Holders
54
Section
703. Reports by Trustee
54
Section
704. Reports by the Parent Entity
55
Article VIII CONSOLIDATION,
MERGER, CONVEYANCE, TRANSFER OR LEASE
55
Section
801. Issuers May Consolidate, etc., Only on Certain Terms
55
Section
802. Successor Issuer Substituted
56
Article
IX SUPPLEMENTAL INDENTURES
56
ii
Section
901. Supplemental Indentures Without Consent of Holders
56
Section
902. Supplemental Indentures With Consent of Holders
58
Section
903. Execution of Supplemental Indentures
60
Section
904. Effect of Supplemental Indentures
60
Section
905. Conformity with Trust Indenture Act
60
Section
906. Reference in Securities to Supplemental Indentures
60
Article X COVENANTS
60
Section
1001. Payment of Principal, Premium and Interest
60
Section
1002. Maintenance of Office or Agency
61
Section
1003. Money for Securities Payments to Be Held in Trust
61
Section
1004. Statement by Officer as to Default
62
Section
1005. Existence
62
Section
1006. Waiver of Certain Covenants
62
Article XI REDEMPTION
OF SECURITIES
63
Section
1101. Applicability of Article
63
Section
1102. Election to Redeem; Notice to Trustee
63
Section
1103. Selection of Securities to Be Redeemed
63
Section
1104. Notice of Redemption
64
Section
1105. Deposit of Redemption Price
65
Section
1106. Securities Payable on Redemption Date
65
Section
1107. Securities Redeemed in Part
65
Article XII SINKING
FUNDS
66
Section
1201. Applicability of Article
66
Section
1202. Satisfaction of Sinking Fund Payments with Securities
66
Section
1203. Redemption of Securities for Sinking Fund
66
Article XIII REPAYMENT
AT THE OPTION OF THE HOLDERS
67
Section
1301. Applicability of Article
67
Section
1302. Repayment of Securities
67
Section
1303. Exercise of Option
67
Section
1304. When Securities Presented for Repayment Become Due and Payable
68
Section
1305. Securities Repaid in Part
68
Article XIV DEFEASANCE
AND COVENANT DEFEASANCE
68
Section
1401. Issuers’ Option to Effect Defeasance or Covenant Defeasance
68
Section
1402. Defeasance and Discharge
69
Section
1403. Covenant Defeasance
69
Section
1404. Conditions to Defeasance or Covenant Defeasance
70
Section
1405. Acknowledgment of Discharge By Trustee
71
Section
1406. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions
71
Section
1407. Reinstatement
72
Section
1408. Qualifying Trustee
73
Article
XV GUARANTEES
73
iii
Section
1501. Guarantee
73
Section
1502. Guarantee Unconditional
74
Section
1503. Ranking of Guarantees
74
Section
1504. Waivers; Subrogation
74
Section
1505. Additional Guarantors
75
Section
1506. No Waiver; Remedies Cumulative
75
Section
1507. Release of Guarantees
75
Section
1508. Reinstatement
76
Section
1509. No Third-Party Beneficiaries; Severability; Amendment; Notices to Guarantors
76
Article XVI IMMUNITY
OF INCORPORATORS, STOCKHOLDERS, OFFICERS, MANAGERS, DIRECTORS AND EMPLOYEES
77
Section
1601. Exemption from Individual Liability
77
Article XVII SUBORDINATION
OF SECURITIES AND GUARANTEES
77
Section
1701. Securities and Guarantees Subordinated to Senior Indebtedness
77
Section
1702. No Payment on Securities in Certain Circumstances
78
Section
1703. Securities and Guarantees Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization
79
Section
1704. Subrogation to Rights of Holders of Senior Indebtedness
80
Section
1705. Obligations of Each Issuer and Each Guarantor Unconditional
81
Section
1706. Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice
82
Section
1707. Application by Trustee of Amounts Deposited with It
82
Section
1708. Subordination Rights Not Impaired by Acts or Omissions of the Issuers, the Guarantors or Holders of Senior Indebtedness
83
Section
1709. Trustee to Effectuate Subordination of Securities and Guarantee
83
Section
1710. Right of Trustee to Hold Senior Indebtedness
84
Section
1711. Article XVII Not to Prevent Events of Default
84
Section
1712. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness
84
Section
1713. Article Applicable to Paying Agent
84
Section
1714. Payment Permitted if No Default
85
iv
INDENTURE (herein called
this “Indenture”), dated as of October 6, 2026, among SYSCO CORPORATION, a Delaware corporation (“Sysco
Corporation”), SYSCO HOLDINGS CORPORATION, a Delaware corporation (“Sysco Holdings” and, together with Sysco
Corporation, the “Issuers,” and each, an “Issuer”), the INITIAL GUARANTORS named on Schedule I
hereto and any other Subsidiary that provides a guarantee (each, a “Guarantor,” and collectively, the “Guarantors”),
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (herein called the “Trustee”).
RECITALS OF THE ISSUERS AND GUARANTORS
Each Issuer has duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of its junior subordinated debentures, notes
or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this
Indenture provided.
Each Guarantor has duly authorized
the execution and delivery of this Indenture and the guarantee by it, to the extent provided herein and in any indenture supplemental
hereto, of the Securities of any series that may be designated as guaranteed by such Guarantor.
All things necessary to make
this Indenture a valid agreement of each Issuer and each Guarantor, in accordance with its terms, have been done.
NOW, THEREFORE, THIS INDENTURE
WITNESSETH:
For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Securities or of any series thereof, as follows:
Article I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 101. Definitions.
For all purposes of this
Indenture, except as otherwise expressly provided or unless the context otherwise requires:
(1) the
terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the
singular;
(2) all
other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned
to them therein;
(3) all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles
in the United States of America, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the
United States of America at the date of such computation; provided, that when two or more principles are so generally accepted,
it shall mean that set of principles consistent with those in use by any of the Issuers;
1
(4) unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section,
as the case may be, of this Indenture;
(5) the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;
(6) words
importing any gender include the other genders;
(7) references
to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to;
(8) references
to “writing” include printing, typing, lithography and other means of reproducing words in a tangible, visible form;
(9) the
words “including,” “includes” and “include” shall be deemed to be followed by the words “without
limitation”; and
(10) unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications
to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of
this Indenture.
“Act,”
when used with respect to any Holder, has the meaning specified in Section 104.
“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.
“Authorized Person”
means, in the case of either Issuer, any Person delegated by any of the Chairman of its Board of Directors, its Chief Executive Officer,
the Vice Chairman of its Board of Directors, its Chief Financial Officer, its General Counsel, its President, its Treasurer, its Assistant
Treasurer or one of its Vice Presidents to act on such Person’s behalf.
“Bankruptcy Law”
has the meaning specified in Section 1502(2).
“Board of Directors”
means, with respect to either Issuer or any Guarantor, (i) the board of managers or directors, as applicable, of such Person, (ii) any
duly authorized committee of that board, (iii) any committee of officers of such Person or (iv) any officer of such Person
acting, in the case of clauses (iii) and (iv), pursuant to authority granted by that board or any duly authorized committee of that
board.
2
“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the applicable Issuer to have been duly adopted
by the Board of Directors, or such committee of the Board of Directors or officers of the applicable Issuer to which authority to act
on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered
to the Trustee.
“Business Day,”
when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law or regulation to close.
“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for
as capital leases on a balance sheet of such Person under generally accepted accounting principles in the United States of America, and
the amount of such obligations shall be the capitalized amount thereof determined in accordance with generally accepted accounting principles
in the United States of America and the maturity thereof shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
“CDS”
means CDS Clearing and Depository Services Inc., or any successor securities clearing agency.
“Clearstream”
means Clearstream Banking, S.A., or the successor to its securities clearance and settlement operations.
“Commission”
means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.
“Conversion Event”
means the cessation of use of (i) a Foreign Currency both by the government of the country or countries that issued such Foreign
Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking
community, (ii) the Euro both within the European Monetary Union and for the settlement of transactions by public institutions of
or within the European Union, (iii) the Canadian dollar both within Canada and for the settlement of transactions by the Bank of
Canada or other public institutions or within the international banking community, or (iv) any currency unit or composite currency
for the purposes for which it was established, or the imposition of exchange controls or any other circumstance beyond the control of
the Issuers as a result of which any Foreign Currency in which any Securities are then payable is not available to the Issuers for making
payments on such Securities when due.
3
“Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at 1255 Corporate Drive, 6th Floor, Irving, Texas 75038.
“Corporation”
means a corporation, association, company, limited liability company, joint-stock company or business or statutory trust.
“Covenant Defeasance”
has the meaning specified in Section 1403.
“Defaulted Interest”
has the meaning specified in Section 307(a).
“Defeasance”
has the meaning specified in Section 1402.
“Depositary”
means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing
agency either registered under the Exchange Act or under applicable local law and that is designated to act as Depositary for such Securities
as contemplated by Section 301.
“Dollar”
or “Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or private
debts in the United States of America.
“Domestic Subsidiary”
means any Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia.
“DTC”
means The Depository Trust Company, its nominees and their respective successors.
“Electronic Means”
shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee
as available for use in connection with its services hereunder.
“Euro”
means the single currency of the participating member states from time to time of the European Monetary Union.
“Euroclear”
means Euroclear S.A./N.V., a company organized under the laws of Belgium, as operator of the Euroclear System, or its successor in such
capacity.
“European Monetary
Union” means the Economic and Monetary Union established pursuant to the Treaty on European Union.
“Event of Default”
has the meaning specified in Section 501.
“Exchange Act”
means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.
“Existing Notes”
means the senior notes of Sysco Corporation that are outstanding as of the date of this Indenture, which were issued pursuant to the
Indenture dated as of June 15, 1995 by and between Sysco Corporation and First Union National Bank as trustee, with The Bank of
New York Mellon Trust Company, N.A., as successor trustee and U.S. Bank Trust Company, National Association, as successor trustee, and
the guarantors party thereto from time to time, as it may be amended, supplemented or otherwise modified from time to time.
4
“Expiration Date”
has the meaning specified in Section 104.
“Extension Notice”
has the meaning specified in Section 308.
“Extension Period”
has the meaning specified in Section 308.
“Final Maturity”
has the meaning specified in Section 308.
“Foreign Currency”
means any currency, currency unit or composite currency, including, without limitation, the Euro or the Canadian dollar, issued by the
government or governments of one or more countries other than the United States of America or by any recognized confederation, union
or association of such governments.
“Global Security”
means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 202 (or such
legend as may be specified as contemplated by Section 301 for such Securities).
“Government Obligation”
means securities that are (i) direct obligations of the government (or, in the case of Securities payable in Euro, any member state
of the European Monetary Union) that issued the currency in which the Securities of a particular series are payable, for the payment
of which obligations the full faith and credit of such government is pledged, or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the government (or, in the case of Securities payable in Euro, any member state of the
European Monetary Union) that issued the currency in which the Securities of such series are payable, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such government, and which, in the case of either clause (i) or
(ii), are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Obligation or a specific
payment of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary
receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.
“Guarantee”
with respect to Securities of any series which the Issuers shall determine will be guaranteed by another Person, means the unconditional
and junior subordinated guarantee by a Guarantor of the due and punctual payment of principal of, premium, if any, and interest on a
series of Securities when and as the same shall become due and payable, whether at the stated maturity, by acceleration, call for redemption
or otherwise in accordance with the terms of the Securities of such series and this Indenture.
“Guaranteed Obligations”
has the meaning specified in Section 1501(1).
5
“Guarantor”
or “Guarantors” means, collectively, the Initial Guarantors and any other Person that provides a Guarantee of any
series of Securities pursuant to Article XV, in each case until such Person’s Guarantee has been released in accordance with
the terms of this Indenture.
“Holder”
means a Person in whose name a Security is registered in the Security Register.
“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or
other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts payable or accrued liabilities, incurred or accrued in
the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Indebtedness of others and (g) all Capital
Lease Obligations of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership
in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.
“Indenture”
means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established
as contemplated by Section 301.
“Initial Guarantors”
means each of the Subsidiaries listed on Schedule I hereto.
“interest”
when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.
“Interest Payment
Date” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.
“Investment Company
Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
“Issuer”
or “Issuers” means the Persons named as the “Issuers” in the first paragraph of this Indenture until one
or more successor Persons shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuer”
or “Issuers” shall mean or include each such successor Person.
“Issuer Request”
or “Issuer Order” mean, respectively, a written request or order signed in the name of either Issuer by any manager
of either Issuer, its President, its Chief Executive Officer, its Chief Financial Officer, its General Counsel, its Assistant General
Counsel, its Treasurer, its Assistant Treasurer, its Vice President, its Secretary, its Assistant Secretary or its Authorized Person,
and delivered to the Trustee.
6
“JRD Acquisition
Transactions” means the transactions contemplated under the Merger Agreement.
“JRD Acquisition
Transactions Closing Date” means the date on which the JRD Acquisition Transactions are consummated, as specified in an Officer’s
Certificate delivered to the Trustee.
“Judgment Currency”
has the meaning specified in Section 118.
“Lien”
shall mean any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest; provided, precautionary or other filings
filed in connection with operating leases of an Issuer or any Subsidiary of any Issuer shall not constitute Liens.
“Market Exchange
Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion
involving Dollars into any Foreign Currency or any Foreign Currency into Dollars on any date, the rate published by the U.S. Federal
Reserve Board as of the close of business on the second Business Day prior to the relevant date or, in the event the U.S. Federal Reserve
Board has not published a rate of conversion, on the basis of the most recent exchange rate of Dollars into such Foreign Currency published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate determined by the Issuers in their sole discretion on the basis of the most recently
available market exchange rate of Dollars into such Foreign Currency and (ii) for any conversion of one Foreign Currency into another
Foreign Currency on any date, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures,
the Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being
made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency,
in each case determined by the Issuers. Unless otherwise specified by the Issuers, if there is more than one market for dealing in any
Foreign Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Foreign Currency shall
be that upon which a non-resident issuer of securities designated in such Foreign Currency would purchase such Foreign Currency in order
to make payments in respect of such securities.
“Maturity”
when used with respect to any Security, means the date on which the principal of such Security or an installment of principal or premium,
if any, becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.
“Maximum Interest
Rate” has the meaning specified in Section 311.
“Merger Agreement”
means the Agreement and Plan of Merger, dated as of March 30, 2026, as may be amended from time to time, by and among Sysco Corporation,
Sysco Holdings, Slider Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub
2, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 3, LLC, a Delaware limited liability
company and wholly-owned subsidiary of Sysco Holdings, JRD Unico, Inc., a Delaware corporation (“JRD”), Warehouse
Realty, LLC, a Delaware limited liability company (“Warehouse Realty,” and together with JRD, known as “Jetro
Restaurant Depot”), and Ki Atlantic Holdings Limited (as holder representative), which contains the terms and conditions of
the proposed acquisition of Jetro Restaurant Depot by Sysco Corporation.
7
“New York Banking
Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions
in The City of New York are authorized or required by law or executive order to close.
“Notice of Default”
means a written notice of the kind specified in Section 501(4).
“Officer’s
Certificate” means, in the case of either Issuer, a certificate signed by its President, its Chief Executive Officer, its Chief
Financial Officer, its General Counsel, its Assistant General Counsel, its Treasurer, its Assistant Treasurer, its Vice President, its
Secretary or its Assistant Secretary and delivered to the Trustee.
“Opinion of Counsel”
means a written opinion of counsel, who may be counsel for any of the Issuers or any of their Affiliates (and who may be an employee
of any of the Issuers or any of their respective Affiliates), and which opinion shall be acceptable to the Trustee.
“Optional Reset
Date” has the meaning specified in Section 307(b).
“Original Issue
Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.
“Original Stated
Maturity” has the meaning specified in Section 308.
“Outstanding”
when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
(1) Securities theretofore
canceled by the Trustee or delivered to the Trustee for cancellation;
(2) Securities for whose
payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the
Issuers) in trust or set aside and irrevocably segregated in trust by the Issuers (if any of the Issuers shall act as the Issuers’
Paying Agent) for the Holders of such Securities; provided, that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made;
(3) Securities as to
which Defeasance has been effected pursuant to Section 1402; and
8
(4) Securities which
have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered
pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof reasonably
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the
Issuers; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding
Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder
as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be
the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such
date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is
not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined
as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more Foreign Currencies or currency
units which shall be deemed to be Outstanding shall be the Dollar equivalent, determined as of such date in the manner provided as contemplated
by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above,
of the amount determined as provided in such Clause), and (D) Securities owned by any of the Issuers or any other obligor upon the
Securities or any Affiliate of any of the Issuers or of such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right so to act with respect to such Securities and that the pledgee is not any of the Issuers or any other obligor upon
the Securities or any Affiliate of any of the Issuers or of such other obligor.
“Parent Entity”
means (a) before the JRD Acquisition Transactions Closing Date, Sysco Corporation, and (b) from and after the JRD Acquisition
Transactions Closing Date, Sysco Holdings. For the avoidance of doubt, from and after the JRD Acquisition Transactions Closing Date,
references in this Indenture to the Parent Entity shall mean Sysco Holdings.
“Paying Agent”
means any Person authorized by any of the Issuers to pay the principal of or any premium or interest on any Securities on behalf of the
Issuers. The Issuers initially authorize and appoint the Trustee as the Paying Agent for each series of the Securities.
“Periodic Offering”
means an offering of Securities of a series from time to time the specific terms of which Securities, including the rate or rates of
interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the Issuers upon the issuance of such Securities.
“Person”
means any individual, corporation, partnership, joint venture, trust, association, joint stock company, unincorporated organization,
limited liability company, government or any agency or political subdivision thereof or any similar entity.
“Place of Payment”
when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest
on the Securities of that series are payable as specified as contemplated by Section 301.
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“Predecessor Security”
of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security.
“Redemption Date”
when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.
“Redemption Price”
when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.
“Regular Record
Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301.
“Repayment Date”
means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment by or pursuant
to this Indenture.
“Required Currency”
has the meaning specified in Section 118.
“Reset Notice”
has the meaning specified in Section 307(b).
“Responsible Officer,”
when used with respect to the Trustee, means an officer in the Corporate Trust Office thereof having direct responsibility for administration
of this Indenture and, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust
officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and, in each case, also means, with respect to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular subject.
“Securities”
has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.
“Securities Act”
means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
“Security Register”
and “Security Registrar” have the respective meanings specified in Section 305.
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“Senior Indebtedness”
means, unless otherwise provided with respect to the Securities of a series as contemplated by Section 301, with respect to any
Issuer and any Guarantor, (a) all Indebtedness and obligations of such Issuer or such Guarantor existing on the date of this Indenture
or created, incurred or assumed thereafter, and which (i) are for money borrowed; (ii) are evidenced by any credit agreement,
bond, note, debenture or similar instrument; (iii) represent the unpaid balance on the purchase price of any assets or services
of any kind; (iv) are obligations as lessee under any lease of property, equipment or other assets required to be capitalized on
the balance sheet of the lessee under generally accepted accounting principles, any finance lease, Capital Lease Obligations, and Synthetic
Lease Obligations; (v) are reimbursement obligations with respect to letters of credit, bankers’ acceptances, security purchase
facility or other similar instruments; (vi) are obligations under interest rate, currency or other indexed exchange agreements,
swaps, agreements for caps or floors on interest rates, foreign exchange agreements or any other similar agreements, including any such
obligations incurred solely to act as a hedge against increases in interest rates that may occur under the terms of other outstanding
variable or floating rate Indebtedness of such Issuer or such Guarantor; (vii) are all of the obligations of any Issuer or any Guarantor
issued or assumed as the deferred purchase price of property or services, including all obligations under master lease transactions pursuant
to which any of the Issuers or any of their respective Subsidiaries have agreed to be treated as owner of the subject property for federal
income tax purposes (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (viii) are
obligations under any guaranty, endorsement or other contingent obligations in respect of, or to purchase or otherwise acquire, Indebtedness
or obligations of other Persons of the types referred to in clauses (i) through (vii) above (other than endorsements for collection
or deposits in the ordinary course of business); (ix) are all compensation and reimbursement obligations of any Issuer or any Guarantor
to the Trustee pursuant to certain terms of this Indenture, if any, or (x) are obligations of other Persons of the type referred
to in clauses (i) through (ix) above secured by a Lien to which any Issuer’s or any Guarantor’s properties or assets
are subject, whether or not the obligations secured thereby shall have been issued by such Issuer or such Guarantor or shall otherwise
be such Issuer’s or such Guarantor’s legal liability; and (b) any deferrals, renewals, amendments, modifications, refundings,
refinancings, replacements or extensions of any such Indebtedness or obligations of the types referred to above.
Notwithstanding the foregoing,
Senior Indebtedness shall not include (1) any Indebtedness of any Issuer or any Guarantor owed or owing to any of their respective
Subsidiaries, (2) any Indebtedness or obligation of any Issuer or any Guarantor which by its express terms is stated to be not superior
to, or to rank pari passu with, or to be subordinated to, in right of payment upon dissolution, winding-up, liquidation, reorganization
or similar events to the Securities or the Guarantees, or (3) any Indebtedness or obligation incurred by any Issuer or any Guarantor
in connection with the purchase of any assets or services in the ordinary course of business and which constitutes a trade payable or
account payable.
“Senior Nonmonetary
Default” means the occurrence or existence and continuance of any default (other than a Senior Payment Default) or any event
which, after notice or lapse of time (or both), would become an event of default (other than a Senior Payment Default), under the terms
of any instrument or agreement pursuant to which any Senior Indebtedness is outstanding, permitting (after notice or lapse of time or
both) one or more holders of such Senior Indebtedness (or a trustee or agent on behalf of the holders thereof) to declare such Senior
Indebtedness due and payable prior to the date on which it would otherwise become due and payable.
“Senior Payment
Default” has the meaning specified in Section 1702.
“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307(a).
“Stated Maturity”
when used with respect to any Security or any installment of principal thereof or premium, if any, or interest thereon, means the date
specified in such Security as the fixed date on which the principal of or premium, if any, on such Security or such installment of principal
or interest is due and payable.
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“Subsequent Interest
Period” has the meaning specified in Section 307(b).
“Subsidiary”
means any Corporation of which outstanding voting stock having the power to elect a majority of the board of directors or other governing
body of such Corporation is at the time owned, directly or indirectly, by the Parent Entity or by one or more other Subsidiaries, or
by the Parent Entity and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock
or unit which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock
or unit has such voting power by reason of any contingency.
“Synthetic Lease
Obligation” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing
arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease
or does not otherwise appear on a balance sheet under generally accepted accounting principles.
“Sysco Corporation”
means Sysco Corporation, a Delaware corporation, and, subject to Article VIII, its successors and assigns.
“Sysco Holdings”
means Sysco Holdings Corporation, a Delaware corporation, and, subject to Article VIII, its successors and assigns.
“Trust Indenture
Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act”
means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.
“Trustee”
means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each
Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect
to the Securities of any series shall mean the Trustee with respect to Securities of that series.
“Vice President”
when used with respect to any of the Issuers, any Guarantor or the Trustee, means any vice president, whether or not designated by a
number or a word or words added before or after the title “vice president.”
“Yield to Maturity”
means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation
principles.
Section 102. Compliance
Certificates and Opinions.
Upon any application or request
by the Issuers to the Trustee to take any action under any provision of this Indenture, the Issuers shall furnish to the Trustee such
certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form
of an Officer’s Certificate, if to be given by an officer of each Issuer, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.
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Wherever this Indenture requires
that an Officer’s Certificate be signed also by, or that any matter be certified or covered by an opinion or report of, a financial
expert, an accountant or other expert, such financial expert, accountant or other expert (except as otherwise expressly provided in this
Indenture) may be in the employ of the Issuers or any of their Affiliates, and shall be acceptable to the Trustee.
Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture, other than an Officer’s Certificate required
by Section 1004, shall include:
(1) a
statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;
(2) a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(3) a
statement that, in the opinion of each such individual, the individual has made or caused to be made such examination or investigation
as is necessary to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied
with; and
(4) a
statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.
Section 103. Form of
Documents Delivered to Trustee.
In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some matters and one or more other such Persons may certify or give an
opinion as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion
of an officer of an Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such Officer’s Certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer
or officers of the applicable Issuer stating that the information with respect to such factual matters is in the possession of the Issuer,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to such matters are erroneous.
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Where any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Indenture, they may, but need not, be consolidated and form one instrument.
Section 104. Acts
of Holders; Record Dates.
Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Issuers, if made in the
manner provided in this Section 104.
The fact and date of the
execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient.
Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
The ownership of Securities
shall be proved by the Security Register.
Any request, demand, authorization,
direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Issuers in reliance thereon, whether or not notation of such action
is made upon such Security.
The Issuers may, at their
option, set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give,
make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made or taken by Holders of Securities of such series, but shall have no obligation to do so; provided, that the
Issuers may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of
any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph,
the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the
relevant action, whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities
of such series on such record date. Nothing in this paragraph shall be construed to prevent the Issuers from setting a new record date
for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuers, at their own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and
to each Holder of Securities of the relevant series in the manner set forth in Section 106.
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The Trustee may set any day
as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request
to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each
case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities
of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date; provided, that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of
such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for
any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date
such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Issuers’ expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuers in writing
and to each Holder of Securities of the relevant series in the manner set forth in Section 106.
With respect to any record
date set pursuant to this Section 104, the party hereto which sets such record dates may designate any day as the “Expiration
Date” and from time to time may change the Expiration Date to any earlier or later day; provided, that no such change shall
be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities
of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date
shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject
to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.
Notwithstanding anything
herein to the contrary, no request, demand, authorization, direction, notice, consent, waiver or other Act of a Holder given, made or
taken pursuant to this Section 104 may be amended, withdrawn or revoked once given, made or taken by such Holder, unless the Issuers
shall have provided for such amendment, withdrawal or revocation in connection with the solicitation of such request, demand, authorization,
direction, notice, consent, waiver or other Act, or unless and to the extent required by applicable law.
15
Without limiting the foregoing,
a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part
of the principal amount of such Security or by one or more duly appointed agents, each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.
Section 105. Notices,
Etc. to Trustee and Issuers.
Any request, demand, authorization,
direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with:
(1) the
Trustee by any Holder or by the Issuers shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust – Sysco Corporation; or
(2) the
Issuers by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided)
if in writing and delivered, first-class postage prepaid, to each of the Issuers addressed to the attention of the Chief Executive Officer
of each of the Issuers at the address of the Issuers’ principal office or at any other address previously furnished in writing
to the Trustee by the Issuers.
The Trustee shall have the
right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to
this Indenture and related financing documents and delivered using Electronic Means; provided, however, that each of the Issuers, as
applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by
each of the Issuers, as applicable, whenever a person is to be added or deleted from the listing. If any of the Issuers, as applicable,
elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions,
the Trustee’s understanding of such Instructions shall be deemed controlling. The Issuers understand and agree that the Trustee
cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions
that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by
such Authorized Officer. The Issuers shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the
Trustee and that all Authorized Officers of the Issuers are solely responsible to safeguard the use and confidentiality of applicable
user and authorization codes, passwords and/or authentication keys upon receipt by the Issuers, as applicable. The Trustee shall not
be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with
such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
Any reference in this Indenture
to “execute,” “executed,” “sign,” “signed,” “signature” or any other like
term shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic
or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce
Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any
electronic signature provided using Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the
Issuers and reasonably available at no undue burden or expense to the Trustee). Any such electronic signature shall be valid, effective
and legally binding as if such electronic signature were a handwritten signature and shall be deemed to have been duly and validly delivered
for all purposes hereunder; notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept
electronic signatures in any form or in any format unless expressly agreed to by the Trustee pursuant to reasonable procedures approved
by the Trustee.
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Each of the Issuers agrees:
(i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that
it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and
that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuers, as applicable; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.
Notwithstanding any other
provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication
(including any notice of redemption or repurchase) to a Holder of a Global Security (whether by mail or otherwise), such notice shall
be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee,
including by electronic mail in accordance with accepted practices at the Depositary.
Section 106. Notice
to Holders; Waiver.
Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing
and delivered, first-class postage prepaid or otherwise delivered in accordance with the procedures of DTC, CDS, Euroclear or Clearstream,
as applicable, to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest
date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by delivery, neither the failure to deliver such notice, nor any defect in any notice so delivered, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.
In case by reason of the
suspension of regular delivery service or by reason of any other cause it shall be impracticable to give such notice by delivery, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.
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Section 107. Conflict
with Trust Indenture Act.
If any provision of this
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under the Trust Indenture Act
to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes
any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.
Section 108. Effect
of Headings and Table of Contents.
The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 109. Successors
and Assigns.
All covenants and agreements
in this Indenture by the Issuers shall bind their successors and assigns, whether so expressed or not.
Section 110. Separability
Clause.
In case any provision in
this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 111. Benefits
of Indenture.
Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.
Section 112. Governing
Law; Waiver of Trial by Jury.
THIS INDENTURE, THE SECURITIES
AND ANY GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.
Each of the Issuers, the
Trustee and the Holders by their acceptance of the Securities irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture or the transactions contemplated
hereby.
Section 113. Agreement
to Certain Tax Treatment.
Each beneficial owner of
Securities shall, by acquiring a beneficial interest therein, be deemed to have agreed to treat the Securities as indebtedness for U.S.
federal income tax purposes.
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Section 114. Legal
Holidays.
In any case where any Interest
Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section 114)) payment of interest or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or at the Stated Maturity, and no
additional interest shall accrue as the result of such delayed payment.
Section 115. Counterparts.
This instrument 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. The exchange of copies of this Indenture and of signature pages by facsimile or portable
document format (PDF) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may
be used in lieu of an original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be
deemed to be their original signatures for all purposes.
Section 116. Foreign
Account Tax Compliance Act (FATCA).
In order to comply with applicable
tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in
effect from time to time (“Applicable Law”), the Issuers agree (i) to provide to U.S. Bank Trust Company, National Association
sufficient information about Holders or other applicable parties and/or transactions (including any modification to the terms of such
transactions) so U.S. Bank Trust Company, National Association can determine whether it has tax-related obligations under Applicable
Law, (ii) that U.S. Bank Trust Company, National Association shall be entitled to make any withholding or deduction from payments
under this Indenture to the extent necessary to comply with Applicable Law for which U.S. Bank Trust Company, National Association shall
not have any liability, and (iii) to hold harmless U.S. Bank Trust Company, National Association for any losses it may suffer due
to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of this Indenture.
Section 117. Patriot
Act.
The parties hereto acknowledge
that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help
fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person
or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will
provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot
Act.
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Section 118. Judgment
Currency.
The Issuers agree, to the
fullest extent that they may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum due in respect of the principal of, or any premium or interest on, the Securities of any series (the
“Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate
of exchange used shall be the rate at which, in accordance with normal banking procedures, the Trustee could purchase in The City of
New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which a final, unappealable judgment
is given; and (b) the obligations of the Issuers under this Indenture to make payments in the Required Currency (i) shall not
be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause
(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual
receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall
be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall
not be affected by judgment being obtained for any other sum due under this Indenture.
Article II
SECURITY FORMS
Section 201. Forms
Generally.
The Securities of each series
and the Trustee’s certificate of authentication shall be in substantially such form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon (including, without limitation, any legends where applicable) as may be required to comply
with applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities of such series
may be listed or traded or the rules of any Depositary therefor or as may, consistently herewith, be determined to be appropriate
by the officers executing such Securities, as evidenced by their execution thereof. If the form or forms of Securities of any series
are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by
an Authorized Person of either Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 303
for the authentication and delivery of such Securities.
The definitive Securities
of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, or engraved on
steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may
be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation
system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.
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Section 202. Form of
Legend for Global Securities.
Unless otherwise specified
as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:
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 OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY.
Section 203. Form of Trustee’s Certificate of Authentication.
The Trustee’s certificates
of authentication shall be in substantially the following form:
This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.
Date:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
Authorized Signatory
Article III
THE SECURITIES
Section 301. Amount
Unlimited; Issuable in Series.
The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be subordinated in right
of payment to Senior Indebtedness as provided in Article XVII.
The Securities may be issued
in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officer’s Certificate or in an Issuer Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:
(1) the
title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);
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(2) any
limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities
of the series pursuant to Section 304, Section 305, Section 306, Section 906, Section 1107 or Section 1305
and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);
provided, however, that the authorized aggregate principal amount of such series may from time to time be increased above
such amount by a Board Resolution to such effect; provided, further, that if such additional Securities are not fungible
for U.S. federal income tax purposes with the Securities of such series, such additional Securities shall have a different “CUSIP”
or “ISIN” number;
(3) the
date or dates on which the principal of any Securities of the series is payable, or the method by which such date or dates shall be determined
or extended;
(4) the
rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined,
the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest
Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Interest Payment
Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than
that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension
or deferral;
(5) the
place or places where the principal of and any premium and interest on any Securities of the series shall be payable, the place or places
where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices
and demands to or upon the Issuers in respect of the Securities of such series may be made;
(6) the
period or periods within or the date or dates on which, the price or prices at which and the term and conditions upon which any Securities
of the series may be redeemed, in whole or in part, at the option of the Issuers and, if other than by a Board Resolution, the manner
in which any election by the Issuers to redeem the Securities shall be evidenced;
(7) the
obligation or the right, if any, of the Issuers to redeem or purchase any Securities of the series pursuant to any sinking fund, amortization
or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which,
the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which any Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(8) if
other than denominations of $2,000 and any integral multiple of $1,000 above that amount, the denominations in which any Securities of
the series shall be issuable;
(9) if
the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or
pursuant to a formula, the manner in which such amounts shall be determined;
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(10) if
other than the currency of the United States of America, the currency, currencies or currency units, including composite currencies,
in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the
equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding”
in Section 101;
(11) if
the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Issuers or the Holder
thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the
currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election
is made shall be payable, the period or periods within or the date or dates on which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);
(12) the
percentage of the principal amount at which such Securities will be issued and, if other than the principal amount thereof, the portion
of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502 or the method by which such portion shall be determined;
(13) if
the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for
any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than
the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the
manner in which such amount deemed to be the principal amount shall be determined);
(14) if
applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible or shall be defeasible in a manner
varying from Section 1402 and Section 1403 and, if other than by a Board Resolution, the manner in which any election by the
Issuers to defease such Securities shall be evidenced;
(15) whether
the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing
all or such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for one or more
permanent Global Securities or definitive Securities of such series;
(16) if
applicable, that any Securities of the series, or any portion thereof, shall be issuable in whole or in part in the form of one or more
Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which
shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and any circumstances in addition
to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;
23
(17) if
applicable, that the Securities of the series, in whole or any specified part, shall be subject to the optional interest reset provisions
of Section 307(b);
(18) if
applicable, that the Securities of the series, in whole or any specified part, shall be subject to the optional extension of maturity
provisions of Section 308;
(19) any
deletion or addition to or change in the Events of Default which applies to any Securities of the series and any change in the right
of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502
or in any other remedies provided in Article V;
(20) any
addition to or change in the covenants set forth in Article X which applies to Securities of the series;
(21) the
additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate
the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest
coupons;
(22) the
appointment of any Paying Agent or Agents for the Securities of such series, if other than the Trustee;
(23) the
terms of any right to convert or exchange Securities of such series into any other securities or property of the Issuers or of any other
Corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit
or facilitate such conversion or exchange;
(24) the
terms and conditions, if any, pursuant to which the Securities of the series are secured;
(25) whether
the Securities of the series will be subject to any restriction or condition on the transferability of the Securities of such series;
(26) whether
the Securities shall be issued with Guarantees and, if so, to name one or more Guarantors, the terms and conditions, if any, of any Guarantee
with respect to Securities of any series, to provide for the terms and conditions upon which Guarantees may be released or terminated,
and any corresponding changes to the provisions of this Indenture as then in effect;
(27) whether
and under what circumstances the Issuers will pay additional amounts to non-United States Holders of Securities of such series in respect
of any tax assessment or government charge and, if so, whether the Issuers will have the option to redeem such Securities rather than
pay such additional amounts (and the terms of any such option);
(28) any
addition to or changes in or deletion of any of the provisions and terms set forth in the definition of “Senior Indebtedness”
or to Article XVII which applies to Securities of the series; and
24
(29) any
other additional, eliminated or changed terms of the Securities of such series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 901).
All Securities of any one
series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to
the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer’s
Certificate or Issuer Order referred to above or in any such indenture supplemental hereto.
If any of the terms of the
Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by an Authorized Person of either Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s
Certificate or Issuer Order setting forth the terms or the manner of determining the terms of the series.
With respect to Securities
of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officer’s Certificate, Issuer
Order or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be specified in a further Issuer Order or that such terms shall
be determined by the Issuers in accordance with other procedures specified in the Issuer Order contemplated by the third paragraph of
Section 303.
Section 302. Denominations.
The Securities of each series
shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301.
In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be
issuable in denominations of $2,000 and any integral multiple of $1,000 above that amount.
Section 303. Execution,
Authentication, Delivery and Dating.
The Securities shall be executed
on behalf of each Issuer that is an obligor thereon by the Chairman of its Board of Directors, its Chief Executive Officer, the Vice
Chairman of its Board of Directors, its Chief Financial Officer, its President, its Treasurer, one of its Vice Presidents or an Authorized
Person of such Issuer. The signature of any of these individuals on the Securities may be manual, facsimile or electronic, provided that
any electronic signature is a true representation of the signer’s actual signature.
Securities bearing the manual,
facsimile or electronic signatures of individuals who were at any time the proper officers of an Issuer shall bind such Issuer notwithstanding
that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.
25
At any time and from time
to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of any series executed by the Issuers
to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Securities, and the Trustee
in accordance with the Issuer Order shall authenticate and deliver such Securities; provided, however, that in the case
of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance
with such other procedures (including the receipt by the Trustee of oral or electronic instructions from the Issuers or their duly authorized
agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to an Issuer Order delivered to the
Trustee prior to the time of the first authentication of Securities of such series. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject
to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating:
(1) that
the form or forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 201 in conformity
with the provisions of this Indenture;
(2) if
the terms of such Securities have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established
by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series
offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities
of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and
(3) that
such Securities, when authenticated and delivered by the Trustee and issued by the Issuers in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuers enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.
If such forms or terms have
been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee.
Notwithstanding the provisions
of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officer’s Certificate or Issuer Order otherwise required pursuant to Section 301 or the Issuer
Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security
of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such
series to be issued. This paragraph shall not be applicable to Securities of a series that are issued pursuant to the proviso to Section 301(2).
Each Security shall be dated
the date of its authentication.
With respect to Securities
of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Issuers of any of such Securities, the
form or forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and
the other documents delivered pursuant to Section 201 and Section 301 and this Section, as applicable, in connection with the
first authentication of Securities of such series.
26
No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by the manual, facsimile or electronic signature
of one of its authorized signatories (provided that any electronic signature is a true representation of the signer’s actual signature)
and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Issuers, and the Issuers shall deliver such Security to the Trustee for cancellation as provided in Section 310,
for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never
be entitled to the benefits of this Indenture.
Section 304. Temporary
Securities.
Pending the preparation of
definitive Securities of any series, the Issuers may execute, and upon Issuer Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.
If temporary Securities of
any series are issued, the Issuers will cause definitive Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities
of such series upon surrender of the temporary Securities of such series at the office or agency of the Issuers in a Place of Payment
for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series,
the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the
same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and
tenor.
Section 305. Registration,
Registration of Transfer and Exchange.
The Issuers shall cause to
be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes referred
to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuers shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar”
for the purpose of registering Securities and transfers of Securities as herein provided, unless another Person is appointed “Security
Registrar” for a series of Securities prior to the time Securities of that series are first issued in accordance with Section 301.
The Issuers may also from time to time designate one or more co-registrars, and may from time to time rescind such designations of Security
Registrar and any co-registrars. If in accordance with Section 301, the Issuers designate a transfer agent (in addition to the Security
Registrar) with respect to any series of Securities, the Issuers may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts; provided, that the Issuers maintain a transfer agent
in each Place of Payment for such series. The Issuers may at any time designate additional transfer agents with respect to any series
of Securities.
27
Upon surrender for registration
of transfer of any Security of a series at the office or agency of the Issuers in a Place of Payment for that series, the Issuers shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities
of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
At the option of the Holder,
Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor
and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.
All Securities issued upon
any registration of transfer or exchange of Securities shall be the valid obligations of the Issuers, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
Every Security presented
or surrendered for registration of transfer or for exchange shall (if so required by the Issuers or the Trustee) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar duly executed, by the
Holder thereof or its attorney duly authorized in writing.
No service charge shall be
made for any registration of transfer or exchange of Securities, but the Issuers and the Security Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Securities.
If the Securities of any
series are to be redeemed, neither the Trustee nor the Issuers shall be required, pursuant to the provisions of this Section 305,
(A) to issue, register the transfer of or exchange any Securities of any series (or of any series and specified tenor, as the case
may be) during a period beginning at the opening of business 15 days before the day of the delivery of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such delivery, or (B) to
register the transfer of or exchange any Security so selected for redemption, in whole or in part, except, in the case of any Security
to be redeemed in part, any portion not to be redeemed.
The provisions of Clauses
(1), (2), (3) and (4) below shall apply only to Global Securities:
(1) Each
Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security
or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall
constitute a single Security for all purposes of this Indenture.
28
(2) Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer
of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security
or a nominee thereof unless (A) such Depositary (i) has notified the Issuers that it is unwilling or unable to continue as
Depositary for such Global Security, (ii) defaults in the performance of its duties as Depositary, or (iii) has ceased to be
a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as depositary,
in each case, unless the Issuers have approved a successor Depositary within 90 days after receipt of such notice or after it has become
aware of such default or cessation, (B) the Issuers in their sole discretion determine, subject to the procedures of the Depositary,
that such Global Security will be so exchangeable or transferable or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.
(3) Subject
to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.
(4) Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Section 305, Section 304, Section 306, Section 906, Section 1107 or Section 1305
or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered
in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
Section 306. Mutilated,
Destroyed, Lost and Stolen Securities.
If any mutilated Security
is surrendered to the Trustee together with such security or indemnity as may be required by the Issuers or the Trustee to save each
of them harmless, the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the
same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose
of such mutilated Security in accordance with its customary procedures.
If there shall be delivered
to the Issuers and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence
of notice to the Issuers or the Trustee that such Security has been acquired by a bona fide purchaser, the Issuers shall execute and
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security,
a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such
original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent
of any loss, damage, cost or expense incurred by the Issuers and the Trustee in connection therewith and shall cancel and dispose of
such new Security in accordance with its customary procedures.
29
In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, the Issuers in their discretion may, instead of
issuing a new Security, pay such Security.
Upon the issuance of any
new Security under this Section 306, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the Issuers and
the fees and expenses of the Trustee, its agents and counsel) connected therewith.
Every new Security of any
series issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Issuers, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder.
The provisions of this Section 306
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities.
Section 307. Payment
of Interest; Interest Rights Preserved; Optional Interest Reset.
(a) Except
as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security of any series
which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name
that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest
in respect of Securities of such series, except that, unless otherwise provided in the Securities of such series, interest payable on
the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest
on any Security of any series which is issued between a Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in or pursuant to the Board Resolution, Officer’s Certificate, Issuer Order or supplemental indenture
pursuant to Section 301 with respect to the related series of Securities. Except in the case of a Global Security, at the option
of the Issuers, interest on any series of Securities may be paid (i) by check delivered to the address of the Person entitled thereto
as it shall appear on the Security Register of such series or (ii) by wire transfer in immediately available funds at such place
and to such account as designated in writing by the Person entitled thereto as specified in the Security Register of such series at least
fifteen days prior to the relevant Interest Payment Date.
Any Paying Agents will be
identified in accordance with Section 301, except for the Trustee, who has been appointed as Paying Agent for the Securities as
provided in the definition of “Paying Agent” contained in Section 101. The Issuers may at any time designate additional
Paying Agents or rescind the designation of any Paying Agent; however, the Issuers at all times will be required to maintain a Paying
Agent in each Place of Payment for each series of Securities.
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Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any series which is payable,
but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in Clause (1) or
(2) below:
(1) The
Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of
which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuers shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment,
and at the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as provided in this Clause (1). The Issuers shall fix or cause to be fixed each such Special Record Date and payment date; provided
that no such special record date shall be less than 10 days prior to the related payment date for such Defaulted Interest. The Issuers
shall promptly notify the Trustee in writing of such Special Record Date. At least 15 days before the Special Record Date, the Issuers
(or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the
manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so delivered, such Defaulted Interest shall be paid to the Persons
in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to the following Clause (2).
(2) The
Issuers may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange or automated quotation system on which such Securities may be listed or traded, and upon such
notice as may be required by such exchange or automated quotation system, if, after notice given by the Issuers to the Trustee of the
proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.
Subject to the foregoing
provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for
or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Security.
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(b) The
provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to Section 301). The interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Issuers on the date
or dates specified on the face of such Security (each an “Optional Reset Date”). The Issuers may exercise such option
with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset
Date for such Security, such notice to contain the information to be included in the Trustee’s notice referred to in the following
sentence. If the Issuers exercise such option, not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit,
in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating
that the Issuers have elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if
applicable), and (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions,
if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional
Reset Date, to the Stated Maturity of such Security (each such period a “Subsequent Interest Period”), including the
date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent
Interest Period.
Notwithstanding the foregoing,
not later than 20 days prior to the Optional Reset Date, the Issuers may, at their option, revoke the interest rate (or the spread or
spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if applicable) that is higher than the interest rate (or the
spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee
to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher spread or spread multiplier,
if applicable) to the Holder of such Security. Such notice shall be irrevocable. All Securities with respect to which the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender)
pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).
The Holder of any such Security
will have the option to elect repayment by the Issuers of the principal of such Security on each Optional Reset Date at a price equal
to the principal amount thereof plus interest accrued to such Optional Reset Date. In order to obtain repayment on an Optional Reset
Date, the Holder must follow the procedures set forth in Article XIII for repayment at the option of Holders except that the period
for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except
that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee,
revoke such tender for repayment until the close of business on the tenth day before such Optional Reset Date.
Subject to the foregoing
provisions of this Section 307 and Section 305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.
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Section 308. Optional
Extension of Maturity.
The provisions of this Section 308
may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions
as may be specified pursuant to Section 301). The Stated Maturity of any Security of such series may be extended at the option of
the Issuers for the period or periods specified on the face of such Security (each an “Extension Period”) up to but
not beyond the date (the “Final Maturity”) set forth on the face of such Security. The Issuers may exercise such option
with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity
of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”), such notice to contain
the information to be included in the Trustee’s notice referred to in the following sentence. If the Issuers exercise such option,
the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior
to the Original Stated Maturity a notice (the “Extension Notice”) indicating (i) the election of the Issuers
to extend the Maturity, (ii) the new Stated Maturity, (iii) the interest rate applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the Trustee’s transmittal of the Extension Notice, the Stated
Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next
paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice.
Notwithstanding the foregoing,
not later than 20 days before the Original Stated Maturity of such Security, the Issuers may, at their option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit,
in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security. Such notice shall
be irrevocable. All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate.
If the Issuers extend the
Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Issuers on the Original Stated Maturity
at a price equal to the principal amount thereof, plus interest accrued to such date. In order to obtain repayment on the Original Stated
Maturity once the Issuers have extended the Maturity thereof, the Holder must follow the procedures set forth in Article XIII for
repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to
an Extension Notice, the Holder may, by written notice to the Trustee, revoke such tender for repayment until the close of business on
the tenth day before the Original Stated Maturity.
Section 309. Persons
Deemed Owners.
Prior to due presentment
of a Security for registration of transfer, the Issuers, the Trustee and any agent of the Issuers or the Trustee may treat the Person
in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any
premium and (subject to Section 307) any interest on such Security and (subject to the record date provisions of Section 104)
for all other purposes whatsoever, whether or not such Security be overdue, and none of the Issuers, the Trustee or any agent of the
Issuers or the Trustee shall be affected by notice to the contrary.
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Section 310. Cancellation.
All Securities surrendered
for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Issuers may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Issuers may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Issuers have not issued and sold, and all Securities so delivered shall be promptly canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 310,
except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be treated in accordance with its
document retention policies.
Section 311. Computation
of Interest; Usury Not Intended.
Except as otherwise specified
as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the
basis of a 360-day year of twelve 30-day months.
The amount of interest (or
amounts deemed to be interest under applicable law) payable or paid on any Security shall be limited to an amount which shall not exceed
the maximum nonusurious rate of interest allowed by the applicable laws of the State of New York, or any applicable law of the United
States permitting a higher maximum nonusurious rate that preempts such applicable New York law, which could lawfully be contracted for,
taken, reserved, charged or received (the “Maximum Interest Rate”). If, as a result of any circumstances whatsoever,
the Issuers or any other Person is deemed to have paid interest (or amounts deemed to be interest under applicable law) or any Holder
of a Security is deemed to have contracted for, taken, reserved, charged or received interest (or amounts deemed to be interest under
applicable law), in excess of the Maximum Interest Rate, then, ipso facto, the obligation to be fulfilled shall be reduced to
the limit of validity, and if under any such circumstance, the Trustee, acting on behalf of the Holders, or any Holder shall ever receive
interest or anything that might be deemed interest under applicable law that would exceed the Maximum Interest Rate, such amount that
would be excessive interest shall be applied to the reduction of the principal amount owing on the applicable Security or Securities
and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of any such Security or Securities,
such excess shall be refunded to the Issuers; provided, that the Issuers and not the Trustee shall be responsible for collecting any
such refund from the Holders. In addition, for purposes of determining whether payments in respect of any Security are usurious, all
sums paid or agreed to be paid with respect to such Security for the use, forbearance or detention of money shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Security.
Section 312. CUSIP
or ISIN Numbers.
The Issuers in issuing the
Securities may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
or “ISIN” numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of
a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Issuers shall promptly notify the Trustee in writing of any change
in “CUSIP” or “ISIN” numbers.
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Article IV
SATISFACTION AND DISCHARGE
Section 401. Satisfaction
and Discharge of Indenture.
This Indenture shall upon
Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and as otherwise provided in this Section 401), and the Trustee, on demand of and at the expense of
the Issuers, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when
(1) Either:
(a) all
Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited
in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or discharged from such trust, as provided
in Section 1003) have been delivered to the Trustee for cancellation; or
(b) all
such Securities not theretofore delivered to the Trustee for cancellation
(i) have
become due and payable, or
(ii) will
become due and payable at their Stated Maturity within one year of the date of deposit, or
(iii) are
to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Issuers, and the Issuers, in the case of (i), (ii) or (iii) above, have
deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose (a) an amount of cash in the currency,
currencies or currency units in which the Securities of such series are then specified as payable at Stated Maturity, or (b) Government
Obligations applicable to such Securities (determined on the basis of the currency, currencies or currency units in which the Securities
of such series are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, money in an amount, or (c) a combination thereof, in each case sufficient,
to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal
and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;
35
(2) the
Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers; and
(3) the
Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Notwithstanding the satisfaction
and discharge of this Indenture, the obligations of the Issuers to the Trustee under Section 607 and, if money shall have been deposited
with the Trustee pursuant to subclause (b) of Clause (1) of this Section 401, the obligations of the Trustee under Section 402
and the last paragraph of Section 1003 shall survive.
Section 402. Application
of Trust Money.
Subject to the provisions
of the last paragraph of Section 1003, Section 1702(3) and Section 1703(4), all money and Government Obligations
(including the proceeds thereof) deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including
Issuers if any of the Issuers shall act as the Issuers’ Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal and any premium and interest for whose payment such money or Government Obligations have been deposited with the Trustee;
provided that such money need not be segregated from other money except to the extent required by law. Any money or Government Obligations
held in trust by the Trustee under this Article IV are not subject to the provisions of Article XVII, provided that the applicable
conditions of Section 401 have been satisfied.
Unless otherwise specified
with respect to any Security pursuant to Section 301, if, after a deposit referred to in Clause (1) of Section 401 has
been made in respect of any Security, (a) the Holder of such Security is entitled to, and does, elect pursuant to the terms of such
Security to receive payment in a currency, currencies or currency units other than that in which such deposit has been made in respect
of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency, currency unit or composite currency in which
such deposit has been made, then the Indebtedness represented by such Security shall be deemed to have been, and shall be, fully discharged
and satisfied through the payment of the principal of, and any premium and interest on, such Security as such payments become due out
of the proceeds yielded by converting the amount or other property so deposited in respect of such Security into the currency, currencies
or currency units in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case
of payments made pursuant to an election referred to in clause (a) above, the applicable Market Exchange Rate in effect on the second
Business Day prior to each payment date, and (y) with respect to a Conversion Event, the applicable Market Exchange Rate in effect
(as nearly as feasible) at the time of the Conversion Event.
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Article V
REMEDIES
Section 501. Events
of Default.
“Event of Default”,
wherever used herein with respect to the Securities of any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree
or order of any court or any order, rule or regulation of any administrative or governmental body):
(1) default
in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for
a period of 30 days; or
(2) default
in the payment of the principal of or any premium on any Security of that series at its Maturity; or
(3) default
in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default
for a period of 30 days; or
(4) default
in the performance, or breach, in any material respect, of any covenant or warranty of any Issuer, by any Issuer, in this Indenture with
respect to a Security of that series (other than a covenant or warranty a default in the performance of which or the breach of which
is elsewhere in this Section 501 specifically dealt with or which has expressly been included in this Indenture solely for the benefit
of series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been
given, by registered or certified delivery, to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of at least
25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” under this Indenture; or
(5) the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of any Issuer in an involuntary
case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree
or order adjudging any Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of any Issuer under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of any Issuer or of any substantial part of its respective property,
or ordering the winding up or liquidation of its respective affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 90 consecutive days; or
(6) the
commencement by any Issuer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization
or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of any Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it,
or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of any Issuer or of any substantial part of its property, or the making by
it of an assignment of a substantial part of its property for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due, or the taking of corporate action by any Issuer in furtherance of any such action; or
37
(7) any
other Event of Default provided with respect to Securities of that series,
provided, however,
that no event described in Clause (4), Clause (5), Clause (6) and Clause (7) above shall constitute an Event of Default hereunder
until a Responsible Officer has received written notice thereof as contemplated in Section 602.
Notwithstanding the foregoing
provisions of this Section 501, if the principal or any premium or interest on any Security is payable in a Foreign Currency and
a Conversion Event occurs in respect of such Foreign Currency, the Issuers will be entitled to satisfy their obligations to Holders of
the Securities by making such payment in the currency of the United States of America in an amount equal to the currency of the United
States of America equivalent of the amount payable in such other currency, as determined by the Issuers by reference to the Market Exchange
Rate as such Market Exchange Rate is reported or otherwise made available by the Federal Reserve Bank of New York on the date of such
payment, or, if such rate is not then available, on the basis of the most recently available Market Exchange Rate. Notwithstanding the
foregoing provisions of this Section 501, any payment made under such circumstances in the currency of the United States of America
where the required payment is in a Foreign Currency will not constitute an Event of Default under this Indenture.
Section 502. Acceleration
of Maturity; Rescission and Annulment.
If an Event of Default (other
than an Event of Default specified in Section 501(7) which is common to all Outstanding series of Securities) with respect
to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of
such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Issuers (and
to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately
due and payable. If an Event of Default under Section 501(7) which is common to all Outstanding series of Securities occurs
and is continuing, then in such case, the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities
then Outstanding hereunder (treated as one class), by a notice in writing to the Issuers (and to the Trustee if given by Holders) may
declare the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal amount as may
be specified by the terms thereof) of all the Securities then Outstanding to be due and payable immediately, and upon any such declaration
such principal amount (or specified amount) shall become immediately due and payable.
38
At any time after such a
declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter provided in this Article V, the Event of Default giving rise to such declaration
of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further
act, be deemed to have been rescinded and annulled, if:
(1) the
Issuers have paid or deposited with the Trustee a sum sufficient to pay:
(a) all
overdue installments of interest on all Securities of that series,
(b) the
principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration
and any interest thereon at the rate or rates prescribed therefor in such Securities,
(c) to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities,
and
(d) all
sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;
(2) all
Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.
No such rescission shall
affect any subsequent default or impair any right consequent thereon.
Section 503. Collection
of Indebtedness and Suits for Enforcement by Trustee.
The Issuers covenant that
if
(1) default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 30 days,
(2) default
is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or
(3) default
is made in the deposit of any sinking fund payment, when and as due by the terms of any Security and such default continues for a period
of 30 days, the Issuers will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, all amounts owing the Trustee, its agents and counsel under Section 607.
39
If an Event of Default with
respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper remedy.
Section 504. Trustee
May File Proofs of Claim.
In case of any judicial proceeding
relative to the Issuers, any Guarantor or any other obligor upon the Securities, their respective property or their respective creditors,
the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute
the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due it and any predecessor Trustee under Section 607.
No provision of this Indenture
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the
Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar
committee.
Section 505. Trustee
May Enforce Claims Without Possession of Securities.
All rights of action and
claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities
or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of all amounts owing the
Trustee and any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.
40
Section 506. Application
of Money Collected.
Except as otherwise specified
in Article XVII, any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant
to this Article V shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money or property on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of
all amounts due the Trustee (in all of its capacities under this Indenture) under Section 607;
SECOND: To the payment of
the amounts then due and unpaid for principal of and any premium and interest on such series of Securities in respect of which or for
the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due
and payable on such series of Securities for principal and any premium and interest, respectively; and
THIRD: To the payment of
the remainder, if any, to the Issuers.
Section 507. Limitation
on Suits.
No Holder of any Security
of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver, assignee, trustee, liquidator or sequestrator (or other similar official), or for any other remedy hereunder, unless
(1) such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;
(2) the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;
(3) such
Holder or Holders have offered and, if requested, provided to the Trustee security or indemnity against the costs, expenses and liabilities
to be incurred in compliance with such request;
(4) the
Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity has failed to institute any such proceeding;
and
(5) no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Securities of that series;
it being understood and intended
that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all such Holders.
Section 508. Unconditional
Right of Holders to Receive Principal, Premium and Interest.
Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.
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Section 509. Restoration
of Rights and Remedies.
If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination
in such proceeding, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee, and the Holders shall continue as though no such proceeding had been instituted.
Section 510. Rights
and Remedies Cumulative.
Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
Section 511. Delay
or Omission Not Waiver.
No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V
or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders, as the case may be.
Section 512. Control
by Holders.
The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, that:
(1) such
direction shall not be in conflict with any rule of law or with this Indenture;
(2) the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and
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(3) subject
to the provisions of Section 601, the Trustee shall have the right to decline to follow such direction if (i) the Holders have
failed to provide the Trustee with security or indemnity deemed by it to be sufficient in its sole discretion; or (ii) a Responsible
Officer or Officers of the Trustee shall, in good faith, determine that the proceeding so directed would involve the Trustee in personal
liability or would otherwise be contrary to applicable law.
Section 513.
Waiver of Past Defaults.
The Holders of not less than
a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default hereunder with respect to such series and its consequences and rescind acceleration,
except a default or an Event of Default:
(1) in
the payment of the principal of, or any premium on, or interest on any Security of such series, or
(2) in
respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.
Upon any such rescission or
waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.
Section 514.
Undertaking for Costs.
All parties to this Indenture
agree, and each Holder of any Security by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and
such court may in its discretion assess reasonable costs including reasonable attorneys’ fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, that
the provisions of this Section 514 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or
group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Securities, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or interest on any Security, on or after the respective due dates expressed
in such Security.
Section 515.
Waiver of Usury, Stay or Extension Laws.
Each of the Issuers covenants
(to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and each of the Issuers (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
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Article VI
THE TRUSTEE
Section 601.
Certain Duties and Responsibilities.
(a) Except
during the continuation of an Event of Default:
(1) The Trustee
undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other transaction documents
to which it is a party with respect to the Securities, and no implied covenants or obligations shall be read into this Indenture against
the Trustee.
(2) In the absence
of negligence, willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements
of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be
furnished to the Trustee, such party shall be under a duty to examine the same to determine whether or not they conform to the requirements
of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.
(b) If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture,
and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs; provided, the Trustee will be under no obligation to exercise any of the rights and powers under this Indenture
at the request or direction of any Holders, unless such Holders have offered to the Trustee indemnity satisfactory to it against any loss,
liability, or expenses, and then only to the extent required by the terms of this Indenture.
(c) No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:
(1) this Subsection
(c) shall not be construed to limit the effect of Subsections (a) and (b) of this Section;
(2) the Trustee
shall not be liable for any error of judgment made in good faith by a Responsible Officer;
(3) the Trustee
shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a majority in principal amount of the outstanding Securities, determined as provided in Section 512, relating
to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture; and
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(4) no provision
of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any personal financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers.
(d) Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.
Section 602.
Notice of Defaults.
If a default occurs hereunder
with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and
to the extent provided by the Trust Indenture Act; provided, however, that in the case of any default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof. For the purpose of this Section 602, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.
The Trustee shall not be required
to take notice or be deemed to have notice or knowledge of any Event of Default with respect to the Securities of a series, except an
Event of Default under Section 501(1), Section 501(2) or Section 501(3) hereof (provided, that the Trustee
is the principal Paying Agent with respect to the Securities of such series), unless a Responsible Officer shall have received written
notice at the Corporate Trust Office of such Event of Default in accordance with Section 105 from the Issuers, any Subsidiary
or the Holder of any Security, which notice states that the event referred to therein constitutes an Event of Default and references this
Indenture and the relevant Securities.
Section 603.
Certain Rights of Trustee.
Subject to the provisions
of Section 601:
(1) the
Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or parties;
(2) any
request or direction of the Issuers mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and Opinion
of Counsel, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; the Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Issuer Request, Issuer Order, Opinion of Counsel
or Board Resolution;
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(3) whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officer’s Certificate;
(4) the
Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(5) the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity acceptable
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(6) the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Issuers, personally or by agent or attorney;
(7) the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care
by it hereunder;
(8) the
Trustee is not required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this
Indenture;
(9) in
the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders of Securities of
a series, each representing less than a majority in aggregate principal amount of the Securities of such series Outstanding, the Trustee,
in its sole discretion, may determine what action, if any, shall be taken;
(10) the
Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties
under this Indenture shall extend to the Trustee’s officers, directors, agents and employees. Such immunities and protections and
right to indemnification, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal
and the satisfaction and discharge of this Indenture;
(11) except
for information provided by the Trustee concerning the Trustee, the Trustee shall have no responsibility for any information in any offering
memorandum or other disclosure material distributed with respect to the Securities, and the Trustee shall have no responsibility for compliance
with any state or federal securities laws in connection with the Securities;
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(12) the
Trustee shall not be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action;
(13) the
Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising
out of or caused by, directly or indirectly, forces beyond its control (forces majeure), including without limitation strikes,
work stoppages, pandemics, accidents, acts of war or terrorism, civil or military disturbances or closures, epidemics, pandemics, nuclear
or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or
hardware) services;
(14) the
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights
or powers conferred upon it by this Indenture;
(15) the
rights, privileges, protections and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended
to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Persons employed
to act hereunder;
(16) the
Trustee may request that the Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any person
authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded;
(17) the
permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty;
(18) the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts; and
(19) the
Trustee has no liability for interest nor any duty to invest funds deposited with it hereunder.
Section 604.
Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein
and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuers, and
neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Issuers of Securities or the proceeds thereof.
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Section 605.
May Hold Securities.
The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the Issuers, in its individual or any other capacity, may become
the owner or pledgee of Securities and, subject to Section 608 and Section 613, may otherwise deal with the Issuers with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.
Section 606.
Money Held in Trust.
Money held by the Trustee
in trust hereunder need not be segregated from other money except to the extent required by law. The Trustee shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed with the Issuers.
Section 607.
Compensation and Reimbursement.
The Issuers agree:
(1) to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder in such amounts as the Issuers and the
Trustee shall agree in writing from time to time (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);
(2) except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable and documented expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or willful misconduct; and
(3) to
indemnify the Trustee (which shall be deemed to include its officers, directors, employees and agents) for, and to hold it harmless against,
any loss, damage, claims, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except those attributable
to its negligence or willful misconduct, as determined in a final, non-appealable order of a court of competent jurisdiction. This indemnity
shall survive resignation or removal of the Trustee, defeasance or termination of this Indenture and final payment in full of the Securities.
The Trustee shall notify the
Issuers promptly of any claim for which it may seek indemnity under this Section 607. The Issuers shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel and, in the event the subject matter of the claim involves
a conflict of interest between the Issuers and the Trustee, the Issuers shall pay the reasonable and documented fees and expenses of such
counsel. The Issuers need not pay for any settlement made without their consent.
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As security for the performance
of the obligations of the Issuers under this Section, the Trustee shall have a lien prior to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest
on particular Securities.
Without prejudice to any other
rights available to the Trustee under applicable law, in the event the Trustee incurs expenses or renders services in any proceedings
which result from an Event of Default under Section 501(5) or (6), or from any default which, with the passage of time, would
become such Event of Default, the expenses so incurred and compensation for services so rendered are intended to constitute expenses of
administration under the United States Bankruptcy Code or equivalent law.
Section 608.
Conflicting Interests.
If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under
this Indenture with respect to Securities of more than one series.
Section 609.
Corporate Trustee Required; Eligibility.
There shall at all times be
one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one
or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the purposes of this Section 609 and to the extent permitted
by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series
shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article VI.
Section 610.
Resignation and Removal; Appointment of Successor.
No resignation or removal
of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.
The Trustee may resign at
any time with respect to the Securities of one or more series by giving written notice thereof to the Issuers. If the instrument of acceptance
by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may, at the expense of the Issuers, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such series.
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The Trustee may be removed
at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Issuers.
If at any time:
(1) the
Trustee shall fail to comply with Section 608 after written request therefor by the Issuers or by any Holder who has been a bona
fide Holder of a Security for at least six months; or
(2) the
Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Issuers or by
any such Holder; or
(3) the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;
then, in any such case, (A) the
Issuers, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (B) subject
to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities
and the appointment of a successor Trustee or Trustees.
If the Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities
of one or more series, the Issuers, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular
series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Issuers and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable
requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede
the successor Trustee appointed by the Issuers. If no successor Trustee with respect to the Securities of any series shall have been so
appointed by the Issuers or the Holders and accepted appointment in the manner required by Section 611, the Trustee or any Holder
who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction (at the sole expense of the Issuers) for the appointment of a successor Trustee
with respect to the Securities of such series.
The Issuers shall give notice
of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee
with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate
Trust Office.
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Section 611.
Acceptance of Appointment by Successor.
In case of the appointment
hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Issuers and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuers or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder.
In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Issuers, the retiring Trustee
and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if
the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder
by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustee’s
co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation
or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Issuers or
any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates.
Upon request of any such successor
Trustee, the Issuers shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee
all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.
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No successor Trustee shall
accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VI.
Section 612.
Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall be otherwise qualified
and eligible under this Article VI, without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated,
and in case any Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either
in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of authentication shall
have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have.
Section 613.
Preferential Collection of Claims Against Issuers.
If and when the Trustee shall
be or become a creditor of any of the Issuers (or any other obligor upon the Securities), the Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the Issuers (or any such other obligor). For purposes of Section 311(b)(4) and
(6) of the Trust Indenture Act:
(1) “cash
transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery
of the goods or securities in currency or in checks or other orders drawn upon banks and payable upon demand; and
(2) “self-liquidating
paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Issuers
(or any such obligor) for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security; provided,
the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Issuers (or any such obligor)
arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.
Section 614.
Appointment of Authenticating Agent.
The Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to
the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Issuers.
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Any corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially
all of the corporate agency or corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder;
provided, that such corporation shall be otherwise eligible under this Section 614, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee and to the Issuers. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers. Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Issuers
and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.
The Issuers agree to pay to
each Authenticating Agent from time to time reasonable compensation for its services under this Section 614.
If an appointment with respect
to one or more series is made pursuant to this Section 614, the Securities of such series may have endorsed thereon, in addition
to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:
This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.
Date:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Authenticating Agent
By:
Authorized Officer
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Article VII
SECURITYHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND ISSUERS
Section 701.
Issuers to Furnish Trustee Names and Addresses of Holders.
The Issuers will furnish or
cause to be furnished to the Trustee
(1) semi-annually,
not later than June 15 and December 15 in each year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities of each series as of the preceding June 1 or December 1, as the case may be; and
(2) at
such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuers of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however,
that if and so long as the Trustee shall be Security Registrar for Securities of a series, no such list need be furnished with respect
to such series of Securities.
Section 702.
Preservation of Information; Communications to Holders.
The Trustee shall preserve,
in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.
The rights of Holders to communicate
with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges
of the Trustee, shall be as provided in the Trust Indenture Act.
Every Holder of Securities,
by receiving and holding the same, agrees with the Issuers and the Trustee that neither of the Issuers nor the Trustee nor any agent of
any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.
Section 703.
Reports by Trustee.
The Trustee shall transmit
to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.
If required by Section 313(a) of
the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to Holders
a brief report, dated as of such May 15, which complies with the provisions of Section 313(a).
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Section 704.
Reports by the Parent Entity.
The Parent Entity covenants
to file with the Trustee, within 15 days after the Parent Entity is required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports that the Parent Entity may be required to file with the Commission pursuant
to Section 13 or Section 15(d) of the Exchange Act or pursuant to Section 314 of the Trust Indenture Act.
Delivery of the foregoing
reports, information and documents to the Trustee shall be deemed satisfied, and such reports, information and documents shall be deemed
to have been filed with and delivered to the Trustee, at the time the Parent Entity files (or, if applicable, any Issuer files) the same
with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)
or any successor electronic filing system, or otherwise makes the same publicly available on a freely accessible website; provided that
the Trustee shall have no obligation whatsoever to determine whether or not any such reports, information or documents have been filed
or made publicly available, or to monitor or search EDGAR, any successor system or any website for any such reports, information or documents.
Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt
thereof (or access thereto) shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable
from information contained therein, including the Parent Entity’s or any Issuer’s compliance with any of its covenants under
this Indenture (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Article VIII
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 801.
Issuers May Consolidate, etc., Only on Certain Terms.
Other than the JRD Acquisition
Transactions, none of the Issuers shall consolidate with or merge into any other Person or convey, transfer or lease all or substantially
all of its properties and assets to any Person unless:
(1) in
case an Issuer shall consolidate with or merge into any other Person, or convey, transfer or lease all or substantially all of its properties
and assets to any Person, the Person formed by such consolidation or into which such Issuer is merged or to which such conveyance, transfer
or lease is made shall be a Corporation, partnership, trust or other entity, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal
of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part
of such Issuer to be performed or observed;
(2) immediately
after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have occurred and be continuing; and
(3) such
Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with this Article VIII and that all conditions precedent herein
provided for relating to such transaction have been complied with.
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Section 802.
Successor Issuer Substituted.
(1) Upon
any consolidation of an Issuer with, or merger of an Issuer into, any other Person or any conveyance or transfer (other than a lease)
of all or substantially all of the properties and assets of such Issuer to any Person in accordance with Section 801, the successor
Person formed by such consolidation or into which such Issuer is merged or to which such conveyance or transfer (other than a lease) is
made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with the same
effect as if such successor Person had been named as the Issuer herein; and in the event of any such conveyance or transfer (but not in
the case of a lease) such Issuer shall be discharged from all obligations and covenants under this Indenture.
(2) Such
successor Person may cause to be signed, and may issue either in its own name or in the name of such Issuer, any or all of the Securities
issuable hereunder which theretofore shall not have been signed by such Issuer and delivered to the Trustee; and, upon the order of such
successor Person instead of such Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee
shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers of such Issuer
to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to
be signed and delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.
(3) In
case of any such consolidation, merger, conveyance, transfer or lease such changes in phraseology and form may be made in the Securities
thereafter to be issued as may be appropriate.
Article IX
SUPPLEMENTAL INDENTURES
Section 901.
Supplemental Indentures Without Consent of Holders.
Without the consent of any
Holders, the Issuers, when authorized by a Board Resolution (a copy of which shall be delivered to the Trustee) and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:
(1) to
evidence the succession of another Person to either Issuer, or successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of any of the Issuers pursuant to Article VIII; or
(2) to
add to the covenants of any of the Issuers or any Guarantor for the benefit of the Holders of all or any series of Securities (and if
such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included
solely for the benefit of such series) or to surrender any right or power herein conferred upon any of the Issuers or any Guarantor; or
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(3) to
add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events
of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); provided, however, that in respect of any such additional Events
of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or
those series of Securities to which such additional Events of Default apply to waive such default; or
(4) to
add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Securities in uncertificated form; or
(5) to
add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities; provided, however,
that if such addition, change or elimination shall adversely affect the interests of Holders of Securities of any series in any material
respect, such addition, change or elimination shall become effective with respect to such series only when no such Security of such series
remains Outstanding; or
(6) to
convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon
either Issuer or any Guarantor; or
(7) to
establish the forms or terms of Securities of any series as permitted by Section 201 and Section 301; or
(8) [reserved];
or
(9) to
evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or
(10) to
cure any ambiguity, or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein;
or add or amend any other provision which shall not materially adversely affect the interests of the Holders of the Securities; or
(11) to
make any other provisions with respect to matters or questions arising under this Indenture; provided, that (i) in the case
of any cure, correction, supplement, matter, question, amendment or modification to (or which results in any change to) a Guarantee, such
action shall be governed by Section 1509 and (ii) in all other cases, such action shall not adversely affect the interests of
the Holders of Securities of any series in any material respect; or
(12) to
supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge
of any series of Securities pursuant to Section 401, Section 1402 and Section 1403; provided, that any such action
shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material
respect; or
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(13) to
comply with the rules or regulations of any securities exchange or automated quotation system on which any of the Securities may
be listed or traded; or
(14) to
secure any series of Securities; or
(15) to
add to, change or eliminate any of the provisions of this Indenture as shall be necessary or desirable in accordance with any amendments
to the Trust Indenture Act; provided, that such action does not adversely affect the rights or interests of any Holder of Securities
in any material respect; or
(16) to
provide for the payment by the Issuers of additional amounts in respect of taxes imposed on certain Holders and for the treatment of such
additional amounts as interest and for all matters incidental thereto; or
(17) to
add Guarantors with respect to the Securities or release a Guarantor from its obligations under its Guarantee of Securities or this Indenture
in accordance with the applicable provisions of this Indenture and the Securities of the applicable series; or
(18) to
conform the terms of this Indenture and the Securities to any provision or other description of the Securities, as the case may be, contained
in an offering document related thereto; or
(19) to
comply with the rules of any applicable securities Depositary; or
(20) to
amend the provisions of Article XV in accordance with the applicable provisions of Section 1509.
Section 902.
Supplemental Indentures With Consent of Holders.
With the consent of the Holders
of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (treated
as one class), by Act of said Holders delivered to the Issuers and the Trustee, the Issuers, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of
such series under this Indenture; provided, however, that if the Board Resolutions shall expressly provide that any provisions
to be changed or eliminated shall apply to fewer than all the Outstanding Securities hereunder or under a particular series under this
Indenture, then, to the extent not inconsistent with the Trust Indenture Act, any such consent may be given by Holders of not less than
a majority in principal amount of the Outstanding Securities hereunder or under such series to which such change or elimination shall
apply; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding
Security affected thereby,
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(1) except
to the extent permitted by Section 307 or Section 308 or otherwise specified in the form or terms of the Securities of any series
as permitted by Section 201 and Section 301 with respect to extending the Stated Maturity of any Security of such series, change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium
or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date), or
(2) reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture
or certain defaults hereunder and their consequences) provided for in this Indenture, or
(3) modify
any of the provisions of this Section 902, Section 513 or Section 1006, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security
affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect
to changes in the references to “the Trustee” and concomitant changes in this Section 902 and Section 1006,
or the deletion of this proviso, in accordance with the requirements of Section 611 and Section 901(9), or
(4) if
the Securities of any series are convertible or exchangeable into any other securities or property of the Issuers, make any change that
adversely affects in any material respect the right to convert or exchange any Security of such series (except as permitted by Section 901)
or decrease the conversion or exchange rate or increase the conversion price of any such Security of such series, unless such decrease
or increase is permitted by the terms of such Security, or
(5) if
the Securities provide therefor, impair or affect any right of repayment at the option of the Holder of such Securities, or
(6) if
the Securities of any series are secured, change the terms and conditions pursuant to which the Securities of such series are secured
in a manner adverse to the Holders of the secured Securities of such series in any material respect; or
(7) modify
the provisions of this Indenture with respect to the subordination of any Security in a manner adverse to the Holder thereof.
A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one
or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.
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It shall not be necessary
for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.
Section 903.
Execution of Supplemental Indentures.
In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects
the Trustee’s own rights, duties or immunities under this Indenture or otherwise. The Trustee shall have no responsibility for determining
whether any amendment or supplemental indenture will or may have an adverse effect on any Holder.
Section 904.
Effect of Supplemental Indentures.
Upon the execution of any
supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.
Section 905.
Conformity with Trust Indenture Act.
Every supplemental indenture
executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act.
Section 906.
Reference in Securities to Supplemental Indentures.
Securities of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuers shall so
determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Issuers, to any such supplemental
indenture may be prepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for Outstanding Securities
of such series.
Article X
COVENANTS
Section 1001.
Payment of Principal, Premium and Interest.
Each Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest
on the Securities of that series in accordance with the terms of the Securities and this Indenture.
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Section 1002.
Maintenance of Office or Agency.
The Issuers will maintain
in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Issuers in respect of the Securities of that series and this Indenture may be served. The Issuers initially appoint the
Trustee, acting through its Corporate Trust Office, as their agent for said purpose. The Issuers will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Issuers hereby appoint the Trustee as their agent
to receive all such presentations, surrenders, notices and demands.
The Issuers may also from
time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered
for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Issuers will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.
Section 1003.
Money for Securities Payments to Be Held in Trust.
If either of the Issuers shall
at any time act as the Issuers’ Paying Agent with respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series, segregate to the extent required by law and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action
or failure so to act.
Whenever the Issuers shall
have one or more Paying Agents for any series of Securities, they will, on or prior to each due date of the principal of or any premium
or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Issuers will promptly notify the Trustee of their
action or failure so to act.
The Issuers will cause each
Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will (1) comply with
the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the
Issuers (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series,
upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.
The Issuers may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct
any Paying Agent to pay, to the Trustee all sums held in trust by the Issuers or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Issuers or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.
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Any money deposited with the
Trustee or any Paying Agent, or then held by any of the Issuers, in trust for the payment of the principal of or any premium or interest
on any Security of any series and remaining unclaimed for one year after such principal, premium or interest has become due and payable
may be paid to any of the Issuers on Issuer Request, or (if then held by any of the Issuers) shall be discharged from such trust; and
the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Issuers for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall
thereupon cease.
Section 1004.
Statement by Officer as to Default.
The Issuers will deliver to
the Trustee, within 120 days after the end of each fiscal year of each of the Issuers ending after the date hereof, an Officer’s
Certificate, the signer of which shall be the principal executive, principal accounting or principal financial officer of each Issuer,
stating whether or not to the best knowledge of the signer thereof, the Issuers are in default in the performance and observance of any
of the terms, provisions, covenants and conditions of this Indenture (without regard to any period of grace or requirement of notice provided
hereunder) and, if the Issuers shall be in default, specifying all such defaults and the nature and status thereof of which he or she
may have knowledge.
Section 1005.
Existence.
Subject to Article VIII
and the Issuers’ ability to convert into a corporation, limited liability company, limited partnership or limited liability partnership
under applicable law, each Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its respective
corporate or other existence, as applicable.
Section 1006.
Waiver of Certain Covenants.
Except as otherwise specified
as contemplated by Section 301 for Securities of such series, the Issuers may, with respect to the Securities of any series, omit
in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(20),
Section 801, Section 901(2), Section 901(5), and Section 901(7) for the benefit of the Holders of such series,
or in Section 1005, if the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Issuers and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.
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Article XI
REDEMPTION OF SECURITIES
Section 1101.
Applicability of Article.
Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for such Securities) in accordance with this Article XI.
Section 1102.
Election to Redeem; Notice to Trustee.
The election of the Issuers
to redeem any Securities shall be evidenced by an Issuer Order or in another manner specified as contemplated by Section 301 for
such Securities. In case of any redemption at the election of the Issuers, the Issuers shall, not less than 10 nor more than 60 days prior
to the Redemption Date fixed by the Issuers (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities
to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Issuers which is subject to
a condition specified in the terms of such Securities or elsewhere in this Indenture, the Issuers shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with such restriction or condition.
Section 1103.
Selection of Securities to Be Redeemed.
If less than all the Securities
of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such
redemption affects only a single Security), the particular Securities to be redeemed shall be selected, from the Outstanding Securities
of such series not previously called for redemption, by such method in accordance with the standard procedures of DTC, CDS, Euroclear,
Clearstream or other relevant Depositary, as applicable, and which may provide for the selection for redemption of a portion of the principal
amount of any Security of such series; provided, that the unredeemed portion of the principal amount of any Security shall be in
an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the
Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected from the Outstanding Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence. For book-entry Securities subject to redemption, any redemption will be administered
in compliance with the procedures of DTC, CDS, Euroclear, Clearstream or other relevant Depositary, as applicable.
The provisions of the preceding
paragraph shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in
whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be
in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.
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For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.
If the Issuers shall so direct, Securities registered in the name of either Issuer, any Affiliate or any Subsidiary thereof shall not
be included in the Securities selected for redemption.
Section 1104.
Notice of Redemption.
Notice of redemption shall
be given by first-class mail, postage prepaid, or otherwise delivered in accordance with the procedures of DTC, CDS, Euroclear or Clearstream,
as applicable, not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at its
address appearing in the Security Register.
With respect to Securities
of each series to be redeemed, each notice of redemption shall identify the Securities to be redeemed (including “CUSIP” or
“ISIN” numbers, if applicable) and shall state:
(1) the
Redemption Date,
(2) the
Redemption Price, or if not then ascertainable, the manner of calculation thereof,
(3) if
less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,
(4) that
on the Redemption Date, the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date,
(5) the
place or places where each such Security is to be surrendered for payment of the Redemption Price, and
(6) that
the redemption is for a sinking fund, if such is the case.
Notice of redemption of Securities
to be redeemed at the election of the Issuers shall be given by the Issuers or, at the Issuers’ request, by the Trustee in the name
and at the expense of the Issuers; provided, however, that the Issuers have delivered to the Trustee, at least 10 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), an Officer’s Certificate requesting that
the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. Any
such notice of redemption shall be irrevocable. The notice if delivered in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by delivery or any defect
in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Security.
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Any redemption or notice of
any redemption may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion
of any equity offering or change of control, issuance of indebtedness or other transaction or event. Notice of any redemption in respect
thereof will be given prior to the completion thereof, may be partial as a result of only some of the conditions being satisfied, may
be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion) and may
be rescinded at any time if the Issuers determine in their sole discretion that any or all of such conditions will not be satisfied (or
waived). The Issuers may provide in such notice that payment of the applicable Redemption Price and the performance of its obligations
with respect to such redemption may be performed by another Person.
Section 1105.
Deposit of Redemption Price.
On or before the Redemption
Date specified in the notice of redemption given as provided in Section 1104, the Issuers shall deposit with the Trustee or with
a Paying Agent (or, if any of the Issuers is acting as the Issuers’ Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued
and unpaid interest on, all the Securities which are to be redeemed on that date.
Section 1106.
Securities Payable on Redemption Date.
Notice of redemption having
been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Issuers shall default in the payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Issuers at the Redemption Price, together with accrued interest to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307.
If any Security called for
redemption shall not be so paid upon surrender thereof for redemption, the principal amount (together with interest, if any, thereon accrued
to the Redemption Date) and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the
Security.
Section 1107.
Securities Redeemed in Part.
Any Security which is to be
redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuers or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Issuers and the Trustee duly executed by, the Holder thereof or its
attorney duly authorized in writing), and the Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination (which
shall not be less than the minimum authorized denomination) as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered.
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Article XII
SINKING FUNDS
Section 1201.
Applicability of Article.
The provisions of this Article XII
shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by
Section 301 for such Securities.
The minimum amount of any
sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking
fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such
Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities
of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking
fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities.
Section 1202.
Satisfaction of Sinking Fund Payments with Securities.
The Issuers (1) may deliver
Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of
a series which have been redeemed either at the election of the Issuers pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part
of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities
as and to the extent provided for by the terms of such Securities; provided, that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption
Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking
fund payment shall be reduced accordingly.
Section 1203.
Redemption of Securities for Sinking Fund.
Not less than 60 days prior
to each sinking fund payment date for any series of Securities, the Issuers will deliver to the Trustee an Officer’s Certificate
specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 1202 and stating the basis for any such credit and that such Securities have not previously
been so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuers in the manner
provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Section 1106 and Section 1107.
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Article XIII
REPAYMENT AT THE OPTION OF THE HOLDERS
Section 1301.
Applicability of Article.
Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article XIII.
Section 1302.
Repayment of Securities.
Securities of any series subject
to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereof and any premium thereon, together with interest thereon accrued to the Repayment
Date specified in or pursuant to the terms of such Securities. The Issuers covenant that on or before the Repayment Date they will deposit
with the Trustee or with a Paying Agent (or, if any of the Issuers is acting as the Issuers’ Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money sufficient to pay the principal (or, if so provided by the terms of the Securities
of any series, a percentage of the principal) of, the premium, if any, and (except if the Repayment Date shall be an Interest Payment
Date) accrued interest on, all the Securities or portions thereof, as the case may be, to be repaid on such date.
Section 1303.
Exercise of Option.
Securities of any series subject
to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of
such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to
Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized
in writing), must be received by the Issuers at the Place of Payment therefor specified in the terms of such Security (or at such other
place or places of which the Issuers shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later
than 30 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with
the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for Securities
of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the
principal amount of such Security surrendered that is not to be repaid, must be specified. The principal amount of any Security providing
for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount
of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid
is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof
and as provided in Sections 307(b) and 308, exercise of the repayment option by the Holder shall be irrevocable unless waived by
the Issuers.
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Section 1304.
When Securities Presented for Repayment Become Due and Payable.
If Securities of any series
providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article XIII and as
provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall
become due and payable and shall be paid by the Issuers on the Repayment Date therein specified, and on and after such Repayment Date
(unless the Issuers shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing,
cease to bear interest. Upon surrender of any such Security for repayment in accordance with such provisions, the principal amount of
such Security so to be repaid shall be paid by the Issuers, together with accrued interest and/or premium, if any, to (but excluding)
the Repayment Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments
of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless
the Issuers shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered
as such at the close of business on the relevant record dates according to their terms and the provisions of Section 307.
If the principal amount of
any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if
any, thereon accrued to such Repayment Date) and any premium shall, until paid, bear interest from the Repayment Date at the rate of interest
or Yield to Maturity (in the case of Original Issue Discount Securities) set forth in such Security.
Section 1305.
Securities Repaid in Part.
Upon surrender of any Security
which is to be repaid in part only, the Issuers shall execute and the Trustee shall authenticate and deliver to the Holder of such Security,
without service charge and at the expense of the Issuers, a new Security or Securities of the same series, of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security
so surrendered which is not to be repaid.
Article XIV
DEFEASANCE AND COVENANT DEFEASANCE
Section 1401.
Issuers’ Option to Effect Defeasance or Covenant Defeasance.
The Issuers may elect, at
their option at any time, to have Section 1402 or Section 1403 applied to any Securities or any series of Securities, as the
case may be, (unless designated pursuant to Section 301 as not being defeasible pursuant to Section 1402 or Section 1403),
in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth
below in this Article XIV. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.
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Section 1402.
Defeasance and Discharge.
Upon the Issuers’ exercise
of their option (if any) to have this Section 1402 applied to any Securities or any series of Securities, as the case may be, the
Issuers shall be deemed to have been discharged from their obligations with respect to such Securities as provided in this Section 1402
on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Defeasance”).
For this purpose, such Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented
by such Securities and to have satisfied all their other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Issuers, shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 1404 and as more fully set forth in Section 1406, payments in respect
of the principal of and any premium and interest on such Securities when payments are due, (2) the Issuers’ obligations with
respect to such Securities under Section 304, Section 305, Section 306, Section 1002 and Section 1003, (3) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article XIV. Subject to compliance with
this Article XIV, the Issuers may exercise their option (if any) to have this Section 1402 applied to any Securities notwithstanding
the prior exercise of their option (if any) to have Section 1403 applied to such Securities.
Section 1403.
Covenant Defeasance.
Upon the Issuers’ exercise
of their option (if any) to have this Section 1403 applied to any Securities or any series of Securities, as the case may be, (1) the
Issuers shall be released from their obligations under any covenants provided pursuant to Section 301(20), Section 704 (to the
extent of any covenants in addition to the requirements of the Trust Indenture Act), Section 801, Section 901(2),Section 901(5) or
Section 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Section 501(4) (with
respect to any such covenants provided pursuant to Section 301(20), Section 704 (to the extent of any covenants in addition
to the requirements of the Trust Indenture Act), Section 801, Section 901(2), Section 901(5) or Section 901(7))
shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section 1403
on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter called “Covenant Defeasance”).
For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Issuers may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or
by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.
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Section 1404.
Conditions to Defeasance or Covenant Defeasance.
The following shall be the
conditions to the application of Section 1402 or Section 1403 to any Securities or any series of Securities, as the case may
be:
(1) The
Issuers shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this Article XIV applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) an amount of cash in the currency, currencies or currency units in which the Securities of such
series are then specified as payable at Stated Maturity, or (B) Government Obligations applicable to such Securities (determined
on the basis of the currency, currencies or currency units in which the Securities of such series are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide,
not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case, sufficient,
to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal
of and any premium and interest on such Securities on the respective Stated Maturities or upon redemption, and any mandatory sinking fund
payments or analogous payments applicable to such Securities on the day on which such payments are due and payable, in each case in accordance
with the terms of this Indenture and such Securities.
(2) In
the event of an election to have Section 1402 apply to any Securities or any series of Securities, as the case may be, the Issuers
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Issuers have received from, or there has been published
by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable U.S.
federal income tax law, in either case (A) or case (B) to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the beneficial owners of such Securities will not recognize gain or loss for U.S. federal income tax purposes as a result of the
Defeasance to be effected with respect to such Securities and will be subject to U.S. federal income tax on the same amount, in the same
manner and at the same times as would be the case if such Defeasance were not to occur.
(3) In
the event of an election to have Section 1403 apply to any Securities or any series of Securities, as the case may be, the Issuers
shall have delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of such Securities will not recognize
gain or loss for U.S. federal income tax purposes as a result of the Covenant Defeasance to be effected with respect to such Securities
and will be subject to U.S. federal income tax on the same amount, in the same manner and at the same times as would be the case if such
Covenant Defeasance were not to occur.
(4) No
event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other
Securities shall have occurred and be continuing at the time of such deposit (other than any such event resulting from the borrowing of
funds to be applied to make such deposit and the grant of any Lien securing such borrowing) or, with regard to any such event specified
in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 90th day).
(5) Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture
Act (assuming all Securities are in default within the meaning of such Act).
(6) Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or
instrument to which any of the Issuers is a party or by which any of the Issuers is bound.
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(7) Such
Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act unless such trust shall be registered under the Investment Company Act or exempt from registration
thereunder.
(8) The
Issuers shall have delivered to the Trustee an agreement whereby the Issuers irrevocably agree to forfeit their right, if any, (A) to
reset the interest rate of such Securities pursuant to Section 307(b) and (B) to extend the Stated Maturity of such Securities
pursuant to Section 308.
(9) If
the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee
shall have been made.
(10) The
Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been complied with.
Section 1405.
Acknowledgment of Discharge By Trustee.
Subject to Section 1407
below and after the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
all conditions precedent referred to in Section 1404 relating to the Defeasance or Covenant Defeasance, as the case may be, have
been complied with, the Trustee upon request of the Issuers shall acknowledge in writing the Defeasance or the Covenant Defeasance, as
the case may be.
Section 1406.
Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.
Subject to the provisions
of the last paragraph of Section 1003, Section 1702(3) and Section 1703(4), all money and Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section 1406, the Trustee
and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1404 in respect
of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture,
to the payment, either directly or through any such Paying Agent (including any of the Issuers acting as the Issuers’ Paying Agent)
as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and
any premium and interest, but money so held in trust need not be segregated from other money except to the extent required by law.
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Unless otherwise specified
with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(1) has been made
in respect of any Security, (a) the Holder of such Security is entitled to, and does, elect pursuant to the terms of such Security
to receive payment in a currency, currencies or currency units other than that in which such deposit has been made in respect of such
Security, or (b) a Conversion Event occurs in respect of the Foreign Currency, currency unit or composite currency in which such
deposit has been made, then the Indebtedness represented by such Security shall be deemed to have been, and shall be, fully discharged
and satisfied through the payment of the principal of, and any premium and interest on, such Security as such payments become due out
of the proceeds yielded by converting (from time to time as specified below, in the case of any such election) the amount or other property
so deposited in respect of such Security into the currency, currencies or currency units in which such Security becomes payable as a result
of such election or Conversion Event based on (x) in the case of payments made pursuant to an election referred to in clause (a) above,
the applicable Market Exchange Rate in effect on the second Business Day prior to each payment date, and (y) with respect to a Conversion
Event, the applicable Market Exchange Rate in effect (as nearly as feasible) at the time of the Conversion Event. Any amount required
to be paid by the Issuers on account of any such election or Conversion Event that is in excess of the amount or property theretofore
deposited under Section 1404(1) in respect of such Security shall remain the obligation of the Issuers, and neither the Trustee
nor any Paying Agent shall be liable for any shortfall resulting from fluctuations in applicable exchange rates.
The Issuers shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant
to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of Outstanding Securities.
Anything in this Article XIV
to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon Issuer Request any money or Government
Obligations held by it as provided in Section 1404 with respect to any Securities which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities; provided that the Trustee shall not
be required to liquidate any Government Obligations or other securities in order to comply with the provisions of this Section 1406.
Money or Government Obligations held in trust under this Article XIV shall not be subject to the provisions of Article XVII,
provided that the applicable conditions of Section 1404 have been satisfied.
Section 1407.
Reinstatement.
If the Trustee or the Paying
Agent is unable to apply any money in accordance with this Article XIV with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Issuers have been discharged or released pursuant to Section 1402 or Section 1403
shall be revived and reinstated as though no deposit had occurred pursuant to this Article XIV with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money and Government Obligations held in trust pursuant to Section 1406
with respect to such Securities in accordance with this Article XIV; provided, however, that if the Issuers make any
payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Issuers shall
be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.
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Section 1408.
Qualifying Trustee.
Any trustee appointed pursuant
to Section 1404 for the purpose of holding trust funds deposited pursuant to that Section shall be appointed under an agreement
in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee
shall be entitled to conclusively rely, that all conditions precedent provided for herein to the related Defeasance or Covenant Defeasance
have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.
Article XV
GUARANTEES
Section 1501.
Guarantee.
(1) Subject
to the provisions of this Article XV, each Guarantor, jointly and severally, fully and unconditionally, guarantees, on an unsecured,
senior basis, to each Holder of a Security of a series that is designated as guaranteed pursuant to Section 301 and authenticated
and delivered by the Trustee, and to the Trustee and its successors and assigns, the punctual payment when due, whether at maturity, by
acceleration, call for redemption or repurchase or otherwise, of the principal of, premium, if any, and interest on such Securities and
all other amounts payable by the Issuers under this Indenture and such Securities, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of such Securities and this Indenture (collectively, the “Guaranteed
Obligations”). Failing payment when due of any amount so guaranteed, or failing performance of any other Guaranteed Obligation,
for whatever reason, each Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. The Guarantee
of each Guarantor is a guarantee of payment and not of collection.
(2) The
amount guaranteed by each Guarantor under its Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are relevant under the Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act or any similar federal or state law to the
extent applicable to its Guarantee, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent transfer
or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11 of the U.S. Code, or any similar federal or state
law for the relief of debtors.
(3) Each
Guarantor that makes a payment under its Guarantee shall be entitled, upon payment in full of all Guaranteed Obligations under this Indenture,
to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based
on the respective net assets of all the Guarantors at the time of such payment, determined in accordance with generally accepted accounting
principles in the United States of America.
(4) No
Guarantee shall be valid or obligatory for any purpose with respect to any Security until the certificate of authentication of such Security
shall have been signed by or on behalf of the Trustee.
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Section 1502.
Guarantee Unconditional.
Each Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Indenture, regardless of any law, regulation
or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Securities or the
Trustee with respect thereto. The obligations of each Guarantor under its Guarantee shall be absolute and unconditional, irrespective
of:
(1) any
lack of validity, enforceability or genuineness of any provision of this Indenture, the Securities or any other agreement or instrument
relating thereto;
(2) any
change in the time, manner or place of payment of, or in any other term of, any or all of the Guaranteed Obligations, or any other amendment
or waiver of or any consent to departure from this Indenture;
(3) any
exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other
guarantee, for all or any of the Guaranteed Obligations;
(4) the
absence of any action to enforce the same, or any waiver or consent by the Trustee or any Holder of Securities with respect to any provisions
of this Indenture; or
(5) any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any of the Issuers or a Guarantor.
Section 1503.
Ranking of Guarantees.
Each Guarantor covenants and
agrees that its obligation to make payments of the Guaranteed Obligations hereunder constitutes a junior subordinated obligation of such
Guarantor ranking pari passu with all existing and future junior subordinated Indebtedness of such Guarantor.
Section 1504.
Waivers; Subrogation.
(1) Each
Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with respect
to its Guarantee and any requirement that the Trustee, or the Holders of any Securities, protect, secure, perfect or insure any security
interest or Lien or any property subject thereto or exhaust any right or take any action against the Issuers or any other Person or any
collateral.
(2) Each
Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuers that arise from
the existence, payment, performance or enforcement of such Guarantor’s obligations under this Indenture (including its Guarantee),
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Trustee, or the Holders of any Securities, against the Issuers or any collateral, whether or
not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to
take or receive from the Issuers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security
on account of such claim, remedy or right, in each case until the Guaranteed Obligations and all other amounts payable under the Guarantees
have been paid in full in cash. If any amount shall be paid to such Guarantor in violation of the preceding sentence at any time prior
to the cash payment in full of the Guaranteed Obligations and all other amounts payable under the Guarantees, such amount shall be held
in trust for the benefit of the Trustee and the Holders of the applicable Securities and shall forthwith be paid to the Trustee to be
credited and applied to the Guaranteed Obligations and all other amounts payable under the Guarantees whether matured or unmatured or
to be held as collateral for any Guaranteed Obligations or other amounts payable under the Guarantees thereafter arising. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and this
Guarantee and that the waiver set forth in this Section 1504 is knowingly made in contemplation of such benefits.
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Section 1505.
Additional Guarantors.
(1) Each
Issuer shall cause any of its wholly owned Domestic Subsidiaries that is not a Guarantor and that becomes a guarantor of the payment obligations
of such Issuer under the Existing Notes or other Indebtedness of an Issuer to execute and deliver to the Trustee a supplemental indenture
in a form reasonably satisfactory to the Trustee, pursuant to Section 901 and Section 301 pursuant to which such wholly owned
Domestic Subsidiary shall become a Guarantor and shall guarantee the Issuers’ payment obligations with respect to each series of
Securities then designated as guaranteed, on the terms and subject to the conditions set forth in this Article XV and in the applicable
supplemental indenture, within thirty (30) days of becoming a guarantor under any Indebtedness of any of the Issuers or the Existing Notes.
(2) Any
Person that is required to become a Guarantor pursuant to this Section, or that the Issuers otherwise elect to cause to become a Guarantor,
shall become a Guarantor and be bound by (and entitled to the benefits of) this Article XV upon execution and delivery of a supplemental
indenture in accordance with Article IX, and Schedule I hereto shall be deemed amended to include such Person.
Section 1506.
No Waiver; Remedies Cumulative.
No failure on the part of
the Trustee or any Holder of Securities to exercise, and no delay in exercising, any right under this Article XV shall operate as
a waiver thereof; nor shall any single or partial exercise of any right under this Article XV preclude any other or further exercise
thereof or the exercise of any other right. The remedies provided in this Article XV are cumulative and not exclusive of any remedies
provided by law.
Section 1507.
Release of Guarantees.
(1) The
Guarantee of a Guarantor with respect to any series of Securities shall be automatically and unconditionally released and discharged,
and no further action by such Guarantor, the Issuers or the Trustee shall be required for such release, upon the earliest to occur of
the date, if any, on which: (i) such Guarantor shall consolidate with or merge into an Issuer or any successor of an Issuer; (ii) an
Issuer or any successor of an Issuer consolidates with or merges into such Guarantor; (iii) the sale, disposition, exchange or other
transfer (including through merger, consolidation, amalgamation or otherwise) of the capital stock of such Guarantor (including any sale,
disposition or other transfer following which such Guarantor is no longer a Subsidiary), if such sale, disposition, exchange or other
transfer is made in a manner not in violation of this Indenture; or (iv) with respect to any Guarantor that is required to guarantee
the Securities of such series solely because such Guarantor guarantees the Existing Notes or other Indebtedness of an Issuer, the release
or discharge of such Guarantor’s guarantee of such Indebtedness or the full and final payment and performance of all obligations
of the applicable Issuer under the Indebtedness giving rise to such Guarantor’s obligation to guarantee the Securities of such
series. In addition, if the Issuers exercise their Defeasance option or Covenant Defeasance option with respect to the Securities of
any series pursuant to Section 1402 or Section 1403, or upon satisfaction and discharge of this Indenture with respect to such
series pursuant to Article IV, or upon payment in full of the principal of, premium, if any, and interest on such series and all
other Guaranteed Obligations with respect to such series, each Guarantor shall be released from its obligations under this Article XV
with respect to that series of Securities.
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(2) The
Guarantee of a Guarantor with respect to any series of Securities shall also be released and discharged upon the occurrence of any other
event, or the satisfaction of any other condition, specified as a basis for release of such Guarantee pursuant to Section 301 or
the terms of any indenture supplemental hereto establishing such series.
(3) At
the request of the Issuers, the Trustee shall execute and deliver any documents, instruments or agreements reasonably necessary or desirable
to evidence or effect such release; provided that the Trustee shall have received an Officer’s Certificate and an Opinion of Counsel
to the effect that all conditions precedent to such release have been complied with.
Section 1508.
Reinstatement.
The Guarantees shall continue
to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by any Holder of Securities or the Trustee upon the insolvency, bankruptcy or reorganization of either Issuer
or any Guarantor or otherwise, all as though such payment had not been made.
Section 1509.
No Third-Party Beneficiaries; Severability; Amendment; Notices to Guarantors.
Nothing in this Article XV,
the Securities or this Indenture, express or implied, shall give to any Person, other than the Holders and the Trustee and, subject to
the provisions hereof, their respective successors and assigns, any benefit or any legal or equitable right, remedy or claim under this
Article XV.
If any provision or any application
of this Article XV shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not be affected or impaired thereby. Each Guarantor may amend the provisions of this Article XV with respect
to such Guarantor at any time for any purpose without the consent of the Trustee or any Holder of Securities; provided, however, that
if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of Securities, then (i) the prior written
consent of the Trustee (in the case of (b), acting at the written direction of the Holders of more than 50% in aggregate principal amount
of the Securities of the relevant series) shall be required and (ii) such Guarantor shall give written notice of any such change
to any nationally recognized statistical ratings organization that, at the time such amendment is put into effect, has provided then-current
ratings applicable to any of the Guaranteed Obligations.
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All communications and notices
to any Guarantor hereunder shall be made in writing and shall be deemed to have been duly given if made to the Issuers in accordance with
Section 105. Each Guarantor hereby appoints Sysco Corporation as its agent for the receipt of any such communications and
notices and for the giving of any notice, direction, consent or waiver permitted or required to be given by such Guarantor hereunder.
Article XVI
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, MANAGERS, DIRECTORS AND EMPLOYEES
Section 1601.
Exemption from Individual Liability .
No recourse under or upon
any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer, manager, director or employee, as such, past, present or future, of the Issuers,
any Subsidiary or any successor Person, either directly or through the Issuers, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations of the Issuers, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, stockholders, officers, managers, directors, or employees, as such, of the Issuers, any Subsidiary
or any successor Person, or any of them, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom; and that any and all such personal
liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every
such incorporator, stockholder, officer, manager, director or employee, as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom,
are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue
of such Securities.
Article XVII
SUBORDINATION OF SECURITIES AND GUARANTEES
Section 1701.
Securities and Guarantees Subordinated to Senior Indebtedness.
(1) Each
Issuer and each Holder of a Security of a series and the related Guarantees, by its acceptance thereof, agree that (a) the payment
of the principal of, premium (if any) and interest on or with respect to each and all the Securities of such series and the related Guarantees
and (b) any other payment payable to a Holder of a Security in respect of the Securities of such series and the related Guarantees,
including on account of the acquisition or redemption of Securities of such series by the Issuers, is subordinated, to the extent and
in the manner provided in this Article XVII, to the prior payment in full of all Senior Indebtedness of each of the Issuers and,
in the case of the related Guarantees, all Senior Indebtedness of each of the Guarantors, whether outstanding at the date of this Indenture
or thereafter created, incurred, assumed or guaranteed, and that these subordination provisions are for the benefit of the holders of
Senior Indebtedness of the Issuers and, in the case of the related Guarantees, Senior Indebtedness of the Guarantors.
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(2) This
Article XVII shall constitute a continuing offer to all Persons who, in reliance upon such provisions, become holders of, or continue
to hold, Senior Indebtedness of the Issuers and, in the case of the related Guarantees, Senior Indebtedness of the Guarantors, and such
provisions are made for the benefit of such holders of Senior Indebtedness, and such holders may enforce such provisions.
Section 1702.
No Payment on Securities in Certain Circumstances.
(1) Unless
otherwise provided with respect to the Securities of a series as contemplated by Section 301, no payment shall be made by or on behalf
of any of the Issuers or any of the Guarantors, as the case may be, on account of the principal of, premium (if any), or interest or any
other amount due on, the Securities of any series (including the making of any deposit in trust with the Trustee), the related Guarantees
or to acquire any Securities of such series (including any repurchases of Securities of such series pursuant to the provisions thereof
at the option of the Holder thereof) for cash or property, or on account of any redemption provisions of Securities of such series (collectively,
a “Securities Payment”), if at the time of such Securities Payment or immediately after giving effect thereto, an event
of default in payment of any principal of, premium (if any) or interest on or any other monetary amounts due and payable on any Senior
Indebtedness of any of the Issuers or any of the Guarantors, as the case may be, when the same becomes due and payable, whether at maturity
or at a date fixed for prepayment or by acceleration of maturity or otherwise (but subject to any applicable grace periods) (a “Senior
Payment Default”) exists, unless and until such Senior Payment Default has been cured or waived or otherwise has ceased to exist
or such Senior Indebtedness shall have been discharged or paid in full.
(2) If
any Senior Nonmonetary Default shall have occurred and be continuing, then, upon the receipt by any of the Issuers or the relevant Guarantor
and the Trustee of written notice of such Senior Nonmonetary Default from the holder of such Senior Indebtedness (or the agent, trustee
or representative thereof), no Securities Payment shall be made by any of the Issuers or such Guarantor, as the case may be, during the
period (the “Payment Blockage Period”) commencing on the date of such receipt of such written notice and ending (subject
to any blockage of payments that may then or thereafter be in effect as the result of any Senior Payment Default) on the earlier of (i) the
date on which the Senior Indebtedness to which such Senior Nonmonetary Default relates is discharged or such Senior Nonmonetary Default
shall have been cured or waived or shall have ceased to exist and any acceleration of Senior Indebtedness to which such Senior Nonmonetary
Default relates shall have been rescinded or annulled and (ii) the 179th day after the date of such receipt of such written notice.
No more than one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days and
there shall be a period of at least 181 consecutive days in each period of 360 consecutive days when no Payment Blockage Period is in
effect. Following the commencement of any Payment Blockage Period, the holders of any Senior Indebtedness will be precluded from commencing
a subsequent Payment Blockage Period until the conditions set forth in the preceding sentence are satisfied. For all purposes of this
Section 1702(2), no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage
Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis for the commencement
of a subsequent Payment Blockage Period by holders of Senior Indebtedness or their representatives unless such Senior Nonmonetary Default
shall have been cured for a period of not less than 90 consecutive days.
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(3) The
provisions in Section 1702(1) and Section 1702(2) shall not prevent the Trustee from making Securities Payments from
monies or securities deposited with the Trustee pursuant to the terms of this Indenture if at the time such deposit was made or immediately
after giving effect thereto, the conditions in Section 1702(1), Section 1702(2), Section 1703(1) or Section 1703(2) did
not exist.
(4) In
furtherance of the provisions of Section 1701, in the event that, notwithstanding the foregoing provisions of this Section 1702,
any Securities Payment of such Issuer or such Guarantor, as the case may be, of any kind or character, whether in cash, property or securities,
shall be received by the Trustee, the Paying Agent or the Holders of Securities of any series and the related Guarantees at a time when
such Securities Payment was prohibited by the provisions of this Section 1702, then unless such Securities Payment is no longer prohibited
by this Section 1702, such Securities Payment (subject to the provisions of Section 1707) shall be received and held in trust
by the Trustee, the Paying Agent or such Holder for the benefit of the holders of Senior Indebtedness of such Issuer or such Guarantor,
as the case may be, and shall be paid or delivered by the Trustee (subject to the provisions of Section 1706), the Paying Agent or
such Holders, as the case may be and shall be paid over and delivered forthwith to the relevant Issuer or the relevant Guarantor, as the
case may be.
(5) The
provisions of this Section 1702 shall not apply to any Securities Payment with respect to which Section 1703 would be applicable.
Section 1703.
Securities and Guarantees Subordinated to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization.
Upon any distribution of assets
of any Issuer or any Guarantor, as the case may be, or upon any insolvency, bankruptcy proceedings, receivership, liquidation or reorganization
of any Issuer or any Guarantor under Federal or state law, or similar proceedings, relative to any Issuer or any Guarantor or its or their
creditors, or its or their property, voluntary liquidation, dissolution or winding up of the Issuer or any Guarantor or upon assignment
for the benefit of creditors or any other marshalling of assets of any Issuer or any Guarantor (whether or not involving insolvency or
bankruptcy):
(1) the
holders of all Senior Indebtedness of such Issuer or such Guarantor, as the case may be, shall first be entitled to receive payments in
full before the Holders of Securities of any series and the related Guarantees are entitled to receive any payment on account of the principal
of, premium (if any) or interest on or with respect to Securities of such series and the related Guarantees;
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(2) any
Securities Payment of such Issuer or such Guarantor, as the case may be, of any kind or character, whether in cash, property or securities,
to which the Holders of Securities of any series and the related Guarantees or the Trustee on behalf of such Holders would be entitled,
except for the provisions of this Article XVII, shall be paid by the liquidating trustee or agent or other Person making such a payment
or distribution directly to the holders of such Senior Indebtedness or their representative, ratably according to the respective amounts
of Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all such Senior Indebtedness remaining
unpaid after giving effect to all concurrent payments and distributions to the holders of such Senior Indebtedness; and
(3) in
the event that, notwithstanding the foregoing, any Securities Payment of such Issuer or such Guarantor, as the case may be, of any kind
or character, whether in cash, property or securities, shall be received by the Trustee or the Holders of Securities of any series and
the related Guarantees or any Paying Agent (or, if any of the Issuers or any Subsidiary is acting as the Paying Agent, money for any such
Securities Payment shall be segregated or held in trust) on account of the principal of, premium (if any) or interest on the Securities
of such series and the related Guarantees before all Senior Indebtedness of such Issuer or such Guarantor, as the case may be, is paid
in full, such Securities Payment (subject to the provisions of Section 1707) shall be received and held in trust by the Trustee or
such Holder or Paying Agent for the benefit of the holders of such Senior Indebtedness, or their respective representatives, ratably according
to the respective amounts of such Senior Indebtedness held or represented by each, to the extent necessary to make payment as provided
herein of all such Senior Indebtedness remaining unpaid after giving effect to all concurrent payments and distributions and all provisions
therefor to or for the holders of such Senior Indebtedness, but only to the extent that as to any holder of such Senior Indebtedness,
as promptly as practical following notice from the Trustee to the holders of such Senior Indebtedness that such prohibited Securities
Payment has been received by the Trustee, Holder(s) or Paying Agent (or has been segregated as provided above), such holder (or a
representative therefor) notifies the Trustee in writing of the amounts then due and owing on such Senior Indebtedness, if any, held by
such holder and only the amounts specified in such notices to the Trustee shall be paid over and delivered forthwith to the relevant Issuer
or the relevant Guarantor, as the case may be.
(4) The
provisions above in this Section 1703 shall not prevent the Trustee from making Securities Payments from monies or securities deposited
with the Trustee pursuant to the terms of this Indenture if at the time such deposit was made or immediately after giving effect thereto,
the conditions in Section 1702(1), Section 1702(2), Section 1703(1) or Section 1703(2) did not exist.
Section 1704.
Subrogation to Rights of Holders of Senior Indebtedness.
Subject to the payment in
full of all Senior Indebtedness of any Issuer or any Guarantor, as the case may be, as provided herein, the rights of the Holders of the
Securities of any series and the related Guarantees and the rights of the Trustee to the extent of amounts owed to it under Section 607
shall be subrogated (to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions
of this Article XVII) to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property
or securities of such Issuer or such Guarantor, as the case may be, applicable to the Senior Indebtedness or the related Guarantees until
the principal of, premium, if any, and interest on the Securities of such series shall be paid in full. For the purpose of such subrogation,
no such payments or distributions to the holders of such Senior Indebtedness by such Issuer or such Guarantor, as the case may be, of
any cash, property or securities to which the Holders of such Securities or the related Guarantees or the Trustee on their behalf would
be entitled except for the provisions of this Article XVII and no payment over pursuant to the provisions of this Article XVII
to the holders of Senior Indebtedness by Holders of such Securities or the related Guarantees or the Trustee on their behalf shall, as
between such Issuer or such Guarantor, as the case may be, its or their creditors other than holders of Senior Indebtedness and such Holders,
be deemed to be a payment by such Issuer or such Guarantor, as the case may be, to or on account of such Senior Indebtedness. It is understood
that the provisions of this Article XVII are and are intended solely for the purpose of defining the relative rights of the Holders
of the Securities of a series and the related Guarantees, on the one hand, and the holders of such Senior Indebtedness, on the other hand.
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If any payment or distribution
to which the Holders of the Securities and the related Guarantees would otherwise have been entitled but for the provisions of this Article XVII
shall have been applied, pursuant to the provisions of this Article XVII, to the payment of amounts payable under Senior Indebtedness
of such Issuer or such Guarantor, as the case may be, then such Holders shall be entitled to receive from the holders of such Senior Indebtedness
any payments or distributions received by such holders of Senior Indebtedness in excess of the amount sufficient to pay all amounts payable
under or in respect of such Senior Indebtedness in full.
Section 1705.
Obligations of Each Issuer and Each Guarantor Unconditional.
Nothing contained in this
Article XVII or elsewhere in this Indenture or in the Securities or the related Guarantees is intended to or shall impair, as between
the Issuers or the Guarantors, as the case may be, and the Holders of the Securities of any series and the related Guarantees, the obligation
of each of the Issuers or each of the Guarantors, as the case may be, which is absolute and unconditional, to pay to such Holders the
principal of, premium (if any) and interest on the Securities of such series as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of such Holders and creditors of each of the Issuers or each of
the Guarantors, as the case may be, other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the
Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to
the rights, if any, under this Article XVII, of the holders of Senior Indebtedness in respect of cash, property or securities of
each of the Issuers or each of the Guarantors, as the case may be, received upon the exercise of any such remedy. Notwithstanding anything
to the contrary in this Article XVII or elsewhere in this Indenture or in the Securities, upon any distribution of assets of any
Issuer or any Guarantor, as the case may be, referred to in this Article XVII, the Trustee, subject to the provisions of Section 601
and Section 603, and the Holders of the Securities and the related Guarantees shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the liquidating trustee or agent or other Person making any distribution to the Trustee or to such Holders for the
purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness
of such Issuer or such Guarantor, as the case may be, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XVII so long as such court has been apprised of the provisions of,
or the order, decree or certificate makes reference to, the provisions of this Article XVII.
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Section 1706.
Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice.
The Trustee shall not at any
time be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee unless
and until a Responsible Officer of the Trustee or any Paying Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from any Issuer or any Guarantor, as the case may be, or from one or more holders of Senior Indebtedness
of such Issuer or such Guarantor, as the case may be, or from any representative thereof and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 601 and Section 603, shall be entitled in all respects conclusively
to assume that no such fact exists.
The Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness of any Issuer or any Guarantor, as the case may be (or a
trustee on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee on
behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XVII,
the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article XVII, and, if such evidence is not furnished, the Trustee may defer
any payment to such Person pending judicial determination as to the right of such Person to receive such payment.
The Issuers shall give prompt
written notice to the Trustee of any facts known to any of the Issuers that would prohibit the making of any payment to or by the Trustee
in respect of the Securities.
Section 1707.
Application by Trustee of Amounts Deposited with It.
Amounts deposited in trust
with the Trustee or the Paying Agent pursuant to and in accordance with Article IV or Article XIV shall be for the sole benefit
of Holders of Securities of the series for the benefit of which such amounts were deposited, and, to the extent allocated for the payment
of Securities of such series, the Trustee shall not be subject to the subordination provisions of this Article XVII. Otherwise, any
deposit of assets with the Trustee or the Paying Agent or any Issuer in its capacity as a Paying Agent (whether or not in trust) for the
payment of principal of, premium (if any) or interest on any Securities of any series shall be subject to the provisions of Section 1701,
Section 1702(3) and Section 1703(4); provided that if prior to two Business Days preceding the date on which by the terms
of this Indenture any such assets may become distributable for any purpose (including, without limitation, the payment of either principal
of, premium (if any) or interest on any Security), a Responsible Officer of the Trustee or such Paying Agent shall not have received with
respect to such assets the written notice provided for in Section 1706, then the Trustee or such Paying Agent shall have full power
and authority to receive such assets and to apply the same to the purpose for which they were received, and shall not be affected by any
notice to the contrary that may be received by it on or after such date; and provided further that nothing contained in this Article XVII
shall prevent any Issuer from making, or the Trustee from receiving or applying, any payment in connection with the redemption of Securities
of a series if the first publication of notice of such redemption (whether by mail or otherwise in accordance with this Indenture) has
been made, and the Trustee has received such payment from any of the Issuers, prior to the occurrence of any of the contingencies specified
in Section 1702 or Section 1703. The Issuers shall not give notice of redemption pursuant to Section 1104 and/or shall
not deposit money to consummate such redemption pursuant to Section 1105 with respect to Securities of any series if any of the contingencies
specified in Section 1702 or Section 1703 shall have occurred and are continuing.
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Section 1708.
Subordination Rights Not Impaired by Acts or Omissions of the Issuers, the Guarantors or Holders of Senior Indebtedness.
Except as may be limited by
applicable law, no right of any present or future holders of any Senior Indebtedness to enforce subordination provisions contained in
this Article XVII shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Issuer or
any Guarantor, as the case may be, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any
Issuer or any Guarantor, as the case may be, with the terms of this Indenture, regardless of any knowledge thereof that any such holder
may have or be otherwise charged with. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of the Senior Indebtedness
or any security therefor and release, sell or exchange such security and otherwise deal freely with any Issuer or any Guarantor, as the
case may be, all without affecting the liabilities and obligations of the parties to this Indenture or the Holders of the Securities of
any series and the related Guarantees.
Section 1709.
Trustee to Effectuate Subordination of Securities and Guarantee.
Each Holder of a Security
of any series and the related Guarantees by its acceptance thereof authorizes and expressly directs the Trustee on its behalf to take
such action as may be necessary or appropriate to effectuate the subordination provisions contained in this Article XVII, subject
to Article VI, and to protect the rights of the Holders of the Securities of such series and the related Guarantees pursuant to this
Indenture, and appoints the Trustee its attorney-in-fact for such purpose, including, in the event of any dissolution, winding up, liquidation
or reorganization of any Issuer or any Guarantor, as the case may be (whether in bankruptcy, insolvency or receivership proceedings or
upon an assignment for the benefit of creditors of such Issuer or such Guarantor, as the case may be), the filing of a claim for the unpaid
balance of its Securities or the related Guarantees in the form required in said proceedings and to take such steps as may be necessary
or appropriate to seek approval of said claim. If the Trustee does not file a proper claim or proof of debt in the form required in such
proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Indebtedness
or their representatives are hereby authorized to have the right to file an appropriate claim for and on behalf of the Holders of Securities
of such series or the related Guarantees. Nothing contained herein shall be deemed to authorize the Trustee or the holders of Senior Indebtedness
or their representative to authorize or consent to or accept or adopt on behalf of any Holder of Securities of any series any plan of
reorganization, arrangement, adjustment or composition affecting the Securities of such series, the related Guarantees or the rights of
any Holder thereof, or to authorize the Trustee or the holders of Senior Indebtedness or their representative to vote in respect of the
claim of any Holder of the Securities of such series in any such proceeding.
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Section 1710.
Right of Trustee to Hold Senior Indebtedness.
The Trustee in its individual
capacity shall be entitled to all of the rights set forth in this Article XVII in respect of any Senior Indebtedness at any time
held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed to deprive
the Trustee of any of its rights as such holder.
Section 1711.
Article XVII Not to Prevent Events of Default.
The failure to make a payment
on account of principal of or premium (if any) or interest on the Securities of any series or the related Guarantees by reason of any
provision of this Article XVII shall not be construed as preventing the occurrence of a default or an Event of Default under Article V
with respect to Securities of such series or the related Guarantees or in any way prevent the Holders of the Securities of such series
or the related Guarantees from exercising any right hereunder other than the right to receive payment on the Securities of such series
or the related Guarantees.
Section 1712.
No Fiduciary Duty of Trustee to Holders of Senior Indebtedness.
The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders if it shall in good faith
mistakenly pay over or distribute to the Holders of the Securities of any series or any Issuer or any Guarantor, as the case may be, or
any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XVII
or otherwise. Nothing in this Section 1712 shall affect the obligation of any other Person to hold such payment for the benefit of,
and to pay such payment over to, the holders of Senior Indebtedness or their representative.
Section 1713.
Article Applicable to Paying Agent.
In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Issuers and be then acting hereunder, the term “Trustee” as
used in this Article XVII shall in such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article XVII
in addition to or in place of the Trustee; provided, however, that this Section 1713 shall not apply to any Issuer, any Guarantor
or any Subsidiary if such Issuer, such Guarantor or such Subsidiary acts as Paying Agent.
84
Section 1714.
Payment Permitted if No Default.
Nothing contained in this
Article XVII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the relevant Issuer or the relevant
Guarantor, at any time except during the pendency of the conditions or contingencies described in Section 1702 or Section 1703,
from making Securities Payments or (b) the application by the Trustee of any money deposited with it hereunder to a Securities Payment
and the retention of such Securities Payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge
that such Securities Payment would have been prohibited by the provisions of this Article XVII.
85
IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed, all as of the day and year first above written.
SYSCO CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Vice President, Global Treasurer
SYSCO HOLDINGS CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Treasurer
[Signature Page to Indenture]
IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed, all as of the day and year first above written.
GUARANTORS:
SYSCO ALBANY, LLC
SYSCO ASIAN FOODS, INC.
SYSCO BALTIMORE, LLC
SYSCO BARABOO, LLC
SYSCO BOSTON, LLC
SYSCO CENTRAL PENNSYLVANIA, LLC
SYSCO CINCINNATI, LLC
SYSCO COLUMBIA, LLC
SYSCO CONNECTICUT, LLC
SYSCO DETROIT, LLC
SYSCO EASTERN WISCONSIN, LLC
SYSCO GRAND RAPIDS, LLC
SYSCO INDIANAPOLIS, LLC
SYSCO JACKSON, LLC
SYSCO LONG ISLAND, LLC
SYSCO METRO NEW YORK, LLC
SYSCO PHILADELPHIA, LLC
SYSCO PITTSBURGH, LLC
SYSCO ST. LOUIS, LLC
SYSCO SYRACUSE, LLC
SYSCO USA III, LLC
SYSCO VIRGINIA, LLC
SYSCO ATLANTA, LLC
SYSCO CENTRAL ALABAMA, LLC
SYSCO CHARLOTTE, LLC
SYSCO EASTERN MARYLAND, LLC
SYSCO GULF COAST, LLC
SYSCO KNOXVILLE, LLC
SYSCO MEMPHIS, LLC
SYSCO NASHVILLE, LLC
SYSCO RALEIGH, LLC
SYSCO SOUTHEAST FLORIDA, LLC
SYSCO USA II, LLC
SYSCO CENTRAL CALIFORNIA, INC.
SYSCO HAWAII, INC.
SYSCO KANSAS CITY, INC.
SYSCO LINCOLN, INC.
SYSCO LOS ANGELES, INC.
SYSCO MONTANA, INC.
SYSCO PORTLAND, INC.
SYSCO RIVERSIDE, INC.
SYSCO SACRAMENTO, INC.
[Signature
Page to Indenture]
SYSCO SAN DIEGO, INC.
SYSCO SAN FRANCISCO, INC.
SYSCO SEATTLE, INC.
SYSCO SPOKANE, INC.
SYSCO USA I, INC.
SYSCO VENTURA, INC.
SYSCO CENTRAL ILLINOIS, INC.
SYSCO CHICAGO, INC.
SYSCO CLEVELAND, INC.
SYSCO IOWA, INC.
SYSCO LOUISVILLE, INC.
SYSCO MINNESOTA, INC.
SYSCO NORTH DAKOTA, INC.
SYSCO NORTHERN NEW ENGLAND, INC.
SYSCO WESTERN MINNESOTA, INC.
SYSCO CENTRAL FLORIDA, INC.
SYSCO HAMPTON ROADS, INC.
SYSCO JACKSONVILLE, INC.
SYSCO SOUTH FLORIDA, INC.
SYSCO WEST COAST FLORIDA, INC.
By:
/s/ Andrew Wurdack
Name:
Andrew Wurdack
Title:
Secretary
[Signature Page to Indenture]
IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed, all as of the day and year first above written.
U.S. BANK
TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
/s/ Michael K. Herberger
Name:
Michael K. Herberger
Title:
Vice President
[Signature Page to Indenture]
SCHEDULE I
INITIAL GUARANTORS
Exact Name of Guarantor as Specified in its
Charter
State or Other Jurisdiction of
Incorporation or Organization
Sysco Albany, LLC
Delaware
Sysco Asian Foods, Inc.
Delaware
Sysco Atlanta, LLC
Delaware
Sysco Baltimore, LLC
Delaware
Sysco Baraboo, LLC
Delaware
Sysco Boston, LLC
Delaware
Sysco Central Alabama, LLC
Delaware
Sysco Central California, Inc.
California
Sysco Central Florida, Inc.
Delaware
Sysco Central Illinois, Inc.
Delaware
Sysco Central Pennsylvania, LLC
Delaware
Sysco Charlotte, LLC
Delaware
Sysco Chicago, Inc.
Delaware
Sysco Cincinnati, LLC
Delaware
Sysco Cleveland, Inc.
Delaware
Sysco Columbia, LLC
Delaware
Sysco Connecticut, LLC
Delaware
Sysco Detroit, LLC
Delaware
Sysco Eastern Maryland, LLC
Delaware
Sysco Eastern Wisconsin, LLC
Delaware
Sysco Grand Rapids, LLC
Delaware
Sysco Gulf Coast, LLC
Delaware
Sysco Hampton Roads, Inc.
Delaware
Sysco Hawaii, Inc.
Delaware
Sysco Indianapolis, LLC
Delaware
Sysco Iowa, Inc.
Delaware
Sysco Jackson, LLC
Delaware
Sysco Jacksonville, Inc.
Delaware
Sysco Kansas City, Inc.
Missouri
Sysco Knoxville, LLC
Delaware
I-1
Exact
Name of Guarantor as Specified in its
Charter
State or Other
Jurisdiction of
Incorporation or Organization
Sysco
Lincoln, Inc.
Nebraska
Sysco Long Island, LLC
Delaware
Sysco Los Angeles, Inc.
Delaware
Sysco Louisville, Inc.
Delaware
Sysco Memphis, LLC
Delaware
Sysco Metro New York, LLC
Delaware
Sysco Minnesota, Inc.
Delaware
Sysco Montana, Inc.
Delaware
Sysco Nashville, LLC
Delaware
Sysco North Dakota, Inc.
Delaware
Sysco Northern New England, Inc.
Maine
Sysco Philadelphia, LLC
Delaware
Sysco Pittsburgh, LLC
Delaware
Sysco Portland, Inc.
Delaware
Sysco Raleigh, LLC
Delaware
Sysco Riverside, Inc.
Delaware
Sysco Sacramento, Inc.
Delaware
Sysco San Diego, Inc.
Delaware
Sysco San Francisco, Inc.
California
Sysco Seattle, Inc.
Delaware
Sysco South Florida, Inc.
Delaware
Sysco Southeast Florida, LLC
Delaware
Sysco Spokane, Inc.
Delaware
Sysco St. Louis, LLC
Delaware
Sysco Syracuse, LLC
Delaware
Sysco USA I, Inc.
Delaware
Sysco USA II, LLC
Delaware
Sysco USA III, LLC
Delaware
Sysco Ventura, Inc.
Delaware
Sysco Virginia, LLC
Delaware
Sysco West Coast Florida, Inc.
Delaware
Sysco Western Minnesota, Inc.
Delaware
I-2
EX-4.3 — EXHIBIT 4.3
EX-4.3
Filename: tm2625144d27_ex4-3.htm · Sequence: 4
Exhibit 4.3
Execution Version
SYSCO CORPORATION
AND SYSCO HOLDINGS CORPORATION,
as Issuers,
THE GUARANTORS NAMED HEREIN,
as Guarantors,
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as
of October 6, 2026
to
INDENTURE
Dated as of October 6, 2026
Relating to
$1,500,000,000 7.100% Series A Junior Subordinated
Notes due 2056
$1,000,000,000 7.250% Series B Junior Subordinated
Notes due 2056
$1,400,000,000 7.350% Series C Junior Subordinated
Notes due 2056
TABLE OF CONTENTS
Page
Article One
Definitions and Other Provisions of General Application
Section 1.01
References
2
Section 1.02
Definitions
2
Article Two
General Terms and Conditions of the Notes
Section 2.01
Designation and Principal Amount
8
Section 2.02
Maturity
9
Section 2.03
Form and Payment
9
Section 2.04
Interest
10
Section 2.05
Option to Defer Interest Payments
12
Section 2.06
Certain Limitations During an Optional Deferral Period
13
Section 2.07
Other Terms and Conditions
14
Article Three
Redemption
Section 3.01
Optional Redemption of the Notes
15
Section 3.02
Special Mandatory Redemption of the Notes
18
Section 3.03
Right to Redeem upon a Tax Event
19
Section 3.04
Right to Redeem upon a Rating Agency Event
19
Article Four
Events of Default
Section 4.01
Events of Default
19
Section 4.02
Acceleration of Maturity; Rescission
21
Section 4.03
Application of Article V (Remedies) of Base Indenture
21
Section 4.04
Application of Other Provisions of Base Indenture
21
Article Five
Miscellaneous
Section 5.01
Application of Second Supplemental Indenture
22
Section 5.02
Trust Indenture Act
22
Section 5.03
Conflict with Base Indenture
22
i
Section 5.04
Governing Law
22
Section 5.05
Successors
22
Section 5.06
Counterparts
22
Section 5.07
Trustee Disclaimer
22
ii
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of
October 6, 2026 (this “Second Supplemental Indenture”), among SYSCO CORPORATION, a Delaware corporation (“Sysco
Corporation”), SYSCO HOLDINGS CORPORATION, a Delaware corporation (“Sysco Holdings” and, together with Sysco
Corporation, the “Issuers,” and each, an “Issuer”), the INITIAL GUARANTORS named on Schedule I hereto
and any other Subsidiary that provides a guarantee (each, a “Guarantor,” and collectively, the “Guarantors”),
and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee and Security Registrar (herein called the
“Trustee”), to the Base Indenture (as defined below).
RECITALS
WHEREAS, the Issuers and the guarantors party
thereto have heretofore executed and delivered to the Trustee an Indenture, dated as of October 6, 2026 (the “Base Indenture”
and, together with this Second Supplemental Indenture, the “Indenture”), providing for the issuance from time to time
of their junior subordinated notes and other evidences of junior subordinated debt securities, to be issued in one or more series as therein
provided;
WHEREAS, pursuant to the terms of the Base
Indenture, on the date hereof, the Issuers desire to provide for the establishment of three series of junior subordinated notes to be
known respectively as the 7.100% Series A Junior Subordinated Notes due 2056 (the “Series A Junior Subordinated Notes”),
the 7.250% Series B Junior Subordinated Notes due 2056 (the “Series B Junior Subordinated Notes”) and the 7.350% Series
C Junior Subordinated Notes due 2056 (the “Series C Junior Subordinated Notes” and, together with the Series A Junior
Subordinated Notes and the Series B Junior Subordinated Notes, the “Notes”), the form and substance of such Notes and
the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and herein;
WHEREAS, the Notes will be fully and unconditionally
guaranteed as to payment of principal, premium, if any, and interest on an unsecured, subordinated and junior basis by each of the Guarantors
for the benefit of the Holders of the Notes;
WHEREAS, the conditions set forth in the Base
Indenture for the execution and delivery of this Second Supplemental Indenture have been met; and
WHEREAS, each Issuer and each Guarantor has
requested and hereby requests that the Trustee join with it in the execution and delivery of this Second Supplemental Indenture, and all
acts and requirements necessary to make this Second Supplemental Indenture a legal, valid and binding agreement of the parties, in accordance
with its terms, and a valid supplement to, the Base Indenture with respect to the Notes have been done and performed.
WITNESSETH:
NOW, THEREFORE, for and in consideration of
the premises contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders
of the Notes, as follows:
Article One
Definitions and Other
Provisions of General Application
Section 1.01 References. Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed
to them in the Base Indenture. References in this Second Supplemental Indenture to article and section numbers shall be deemed to be references
to article and section numbers of this Second Supplemental Indenture unless otherwise specified.
Section 1.02 Definitions.
For purposes of this Second Supplemental Indenture, the following terms have the meanings ascribed to them as follows:
“Additional Interest” means any
interest accruing on any Deferred Interest as described in Section 2.05.
“Additional Notes” means any additional
Notes of a series that may be issued from time to time pursuant to Section 2.01(b).
“Base Indenture” has the meaning
provided in the Recitals.
“Business Day” means any day that
is not a Saturday or Sunday and that is neither a legal holiday nor a day on which banking institutions are authorized or required by
law, regulation or executive order to close in The City of New York, New York, United States.
“Calculation Agent” means, at
any time, the Person appointed by the Issuers and serving as such agent with respect to the applicable series of Notes at such time, which
may be an Issuer or any of its Affiliates.
“Deferred Interest” means, with
respect to a series of Notes, all or any part of the current and accrued interest otherwise due on such series of Notes the payment of
which has been deferred by the Issuers pursuant to Section 2.05.
“Depositary” has the meaning provided
in Section 2.03(c).
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“First Series A Reset Date” means
January 6, 2032.
“First Series A Step-Up Date”
means January 6, 2037.
“First Series B Reset Date” means
October 6, 2033.
2
“First Series B Step-Up Date”
means October 6, 2038.
“First Series C Reset Date” means
October 6, 2036.
“Five-year U.S. Treasury Rate”
means, as of any Reset Interest Determination Date, (i) an interest rate (expressed as a decimal) determined to be the per annum rate
equal to the arithmetic mean of the yields to maturity for U.S. Treasury securities adjusted to constant maturity with a maturity of five
years from the next Reset Date and trading in the public securities markets, for the five consecutive Business Days immediately prior
to such Reset Interest Determination Date as published in the most recent H.15, or (ii) if there is no such published U.S. Treasury security
with a maturity of five years from the next Reset Date and trading in the public securities markets, then the rate will be determined
by interpolation between the arithmetic mean of the yields to maturity for each of the two series of U.S. Treasury securities adjusted
to constant maturity trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Reset Date
following the next succeeding Reset Interest Determination Date, and (B) the other maturing as close as possible to, but later than, the
Reset Date following the next succeeding Reset Interest Determination Date, in each case for the five consecutive Business Days immediately
prior to such Reset Interest Determination Date as published under the heading “Treasury Constant Maturities” in the most
recent H.15. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods described in clause (i) or (ii) above, then
the Five-year U.S. Treasury Rate will be the same rate determined for the prior Reset Interest Determination Date or, if the Five-year
U.S. Treasury Rate cannot be so determined as of the Reset Interest Determination Date preceding the applicable first Reset Date, then
the interest rate applicable to the applicable series of Notes for the Reset Period beginning on and including such first Reset Date will
be deemed to be the Initial Interest Rate for such series. For the purposes of this definition, “H.15” means the statistical
release designated as “Selected Interest Rates (Daily)—H.15” or any successor publication, published by the Board of
Governors of the U.S. Federal Reserve System (or any successor thereto). The “most recent H.15” means the H.15 published
closest in time but prior to the close of business on the second Business Day prior to the applicable Series A Reset Date, Series B Reset
Date or Series C Reset Date.
“Guarantor” has the meaning provided
in the Preamble.
“Indenture” has the meaning provided
in the Recitals.
“Initial Interest Rate” means,
with respect to the Series A Junior Subordinated Notes, the Series A Initial Interest Rate; with respect to the Series B Junior Subordinated
Notes, the Series B Initial Interest Rate; and with respect to the Series C Junior Subordinated Notes, the Series C Initial Interest Rate.
“Initial Notes” means the aggregate
principal amount of each series of Notes issued on the date hereof, as specified in Section 2.01.
“Interest Payment Date” means
each interest payment date for each series of Notes.
3
“JRD Acquisition Transactions”
means the mergers and the other transactions contemplated under the Merger Agreement.
“Make-Whole Spread” means (i)
0.350% with respect to Series A Junior Subordinated Notes; (ii) 0.400% with respect to Series B Junior Subordinated Notes and (iii) 0.400%
with respect to Series C Junior Subordinated Notes.
“Merger Agreement” means the Agreement
and Plan of Merger, dated as of March 30, 2026, as may be amended from time to time, by and among Sysco Corporation, Sysco Holdings, Slider
Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 2, Inc., a Delaware corporation
and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 3, LLC, a Delaware limited liability company and wholly-owned subsidiary
of Sysco Holdings, JRD Unico, Inc., a Delaware corporation, Warehouse Realty, LLC, a Delaware limited liability company, and Ki Atlantic
Holdings Limited (as holder representative).
“Notes” has the meaning provided
in the Recitals. For the avoidance of doubt, “Notes” shall include any Additional Notes.
“Optional Deferral Period” has
the meaning provided in Section 2.05.
“Par Call Date” has the meaning
provided in Section 3.01(e).
“Rating Agency” means any nationally
recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (or any successor provision thereto)
that then publishes a rating for the Parent Entity, together with any successor thereto.
“Rating Agency Event” means, with
respect to a series of Notes, as of any date, a change, clarification or amendment in the methodology in assigning equity credit to securities
such as such series of Notes published by any Rating Agency, (a) as such methodology was in effect on September 22, 2026, in the case
of any Rating Agency that published a rating for the Issuers as of September 22, 2026, or (b) as such methodology was in effect on the
date such Rating Agency first published a rating for the Issuers, in the case of any Rating Agency that first publishes a rating for the
Issuers after September 22, 2026 (in the case of either clause (a) or (b), the “current methodology”), that results
in (i) any shortening of the length of time for which a particular level of equity credit pertaining to such series of Notes by such Rating
Agency would have been in effect had the current methodology not been changed or (ii) a lower equity credit (including up to a lesser
amount) being assigned by such Rating Agency to such series of Notes as of the date of such change, clarification or amendment than the
equity credit that would have been assigned to such series of Notes by such Rating Agency had the current methodology not been changed.
“Remaining Scheduled Payments”
means, with respect to any Note of any series to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon
that would be due after the related Redemption Date but for such redemption as if such Note matured on the applicable Par Call Date; provided,
however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be deemed to be reduced (solely for the purposes of this calculation) by the amount of interest
accrued thereon to such Redemption Date.
4
“Reset Date” means, as applicable,
any Series A Reset Date, any Series B Reset Date or any Series C Reset Date.
“Reset Interest Determination Date”
means, in respect of any Reset Period, the day falling two Business Days prior to the first day of such Reset Period.
“Reset Period” means the period
from, and including, the Series A Reset Date, Series B Reset Date or Series C Reset Date, as applicable, to, but excluding, the next following
Series A Reset Date, Series B Reset Date or Series C Reset Date, as applicable, and thereafter each period from, and including, a Series
A Reset Date, Series B Reset Date or Series C Reset Date, as applicable, to, but excluding, the next following Series A Reset Date, Series
B Reset Date or Series C Reset Date, respectively.
“Second Series A Step-Up Date”
means January 6, 2052.
“Second Series B Step-Up Date”
means October 6, 2053.
“Second Supplemental Indenture”
has the meaning provided in the Preamble.
“Series A Initial Interest Rate”
means 7.100% per annum.
“Series A Initial Margin” means
2.280%.
“Series A Junior Subordinated Notes”
has the meaning specified in the Recitals.
“Series A Reset Date” means the
First Series A Reset Date and January 6 of every fifth year thereafter.
“Series B Initial Interest Rate”
means 7.250% per annum.
“Series B Initial Margin” means
2.372%.
“Series B Junior Subordinated Notes”
has the meaning specified in the Recitals.
“Series B Reset Date” means the
First Series B Reset Date and October 6 of every fifth year thereafter.
“Series C Initial Interest Rate”
means 7.350% per annum.
“Series C Initial Margin” means
2.401%.
“Series C Junior Subordinated Notes”
has the meaning specified in the Recitals.
“Series C Reset Date” means the
First Series C Reset Date and October 6 of every fifth year thereafter.
5
“Special Mandatory Redemption Date”
means any Business Day that is no later than the 10th Business Day following the date of any Special Mandatory Redemption Event,
which will be specified in the notice of special mandatory redemption sent to Holders of the Notes.
“Special Mandatory Redemption Event”
means the earliest to occur of: (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30, 2028
or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the Trustee in writing that the
Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions or (iii) Sysco
Corporation notifies the Trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation of the JRD
Acquisition Transactions.
“Special Mandatory Redemption Price”
means a price equal to 101% of the aggregate principal amount of each series of the Notes being redeemed on the Special Mandatory Redemption
Date, plus accrued and unpaid interest on the principal amount of such Notes to, but excluding, the Special Mandatory Redemption
Date.
“Tax Event” means, with respect
to a series of Notes, the Issuers have received an opinion of a nationally recognized accounting firm or counsel experienced in such tax
matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective change)
in the laws or treaties of the United States or any of its political subdivisions or taxing authorities, or any regulations under such
laws or treaties, (b) any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice or announcement
(including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory procedure or regulation),
(c) any amendment to, clarification of, or change in the official position or the interpretation of any administrative action or judicial
decision or any interpretation or pronouncement that provides for a position with respect to an administrative action or judicial decision
that differs from the theretofore generally accepted position, in each case by any legislative body, court, governmental authority or
regulatory body, irrespective of the time or manner in which such amendment, clarification or change is introduced or made known, or (d)
any threatened challenge asserted in writing in connection with an audit of the Issuers or any of their subsidiaries, or a publicly-known
threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are
substantially similar to such series of Notes, which amendment, clarification, or change is effective, or which administrative action
is taken or which judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes publicly-known,
in each case after September 22, 2026, there is more than an insubstantial risk that interest payable by the Issuers on the applicable
series of Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by the Issuers for United States Federal
income tax purposes.
6
“Treasury Rate” means, with respect
to any Redemption Date:
(a) the
yield determined by the Issuers after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)-H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Issuers shall select, as applicable: (1) the yield for the
Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the applicable Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the applicable Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15
closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from
the Redemption Date;
(b) If
on the third Business Day preceding the Redemption Date H.15 is no longer published, the Issuers shall calculate the Treasury Rate based
on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business
Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable
Par Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two
or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity
date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuers shall select
the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States
Treasury securities maturing on the applicable Par Call Date, or two or more United States Treasury securities meeting the criteria of
the preceding sentence, the Issuers shall select from among these two or more United States Treasury securities the United States Treasury
security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield
to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal
places.
“Trustee” has the meaning provided
in the Preamble.
7
Article Two
General Terms and Conditions
of the Notes
Section 2.01 Designation
and Principal Amount.
(a) There are hereby authorized and designated three series of Notes, each as a series of Securities under the Base Indenture:
(i) the 7.100% Series A Junior Subordinated Notes due 2056;
(ii) the 7.250% Series B Junior Subordinated Notes due 2056; and
(iii)
the 7.350% Series C Junior Subordinated Notes due 2056.
Each series of the Notes may be authenticated and
delivered under the Indenture in an unlimited aggregate principal amount.
(i) The Series A Junior Subordinated Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate
principal amount of $1,500,000,000.
(ii)
The Series B Junior Subordinated Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate
principal amount of $1,000,000,000.
(iii)
The Series C Junior Subordinated Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate
principal amount of $1,400,000,000.
In the case of each series of Notes, the amount
shall be set forth in the Issuer Order for the authentication and delivery of the Notes pursuant to Section 303 of the Base Indenture.
The Notes will be unsecured, junior subordinated obligations of the Issuers and will rank equally in right of payment with all of the
Issuers’ other existing and future unsecured, junior subordinated indebtedness from time to time outstanding that ranks equally
in right of payment with the Notes, and will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers to
the extent and in the manner provided in Article XVII (Subordination of Securities and Guarantees) of the Base Indenture.
(b) The
Issuers may from time to time, without notice to or the consent of the Holders of any series of the Notes, create and issue Additional
Notes of any series ranking equally and ratably with such series of Notes in all respects, or in all respects except for the payment
of interest accruing prior to the issue date or except for the first payment of interest following the issue date of such Additional
Notes; provided that if such Additional Notes are not fungible for U.S. federal income tax purposes with the Notes of the applicable
series, such Additional Notes will have a different “CUSIP”, “ISIN” and/or any other identifying number. Such
Additional Notes will have the same terms as to status, redemption or otherwise as the applicable series of Notes, and will vote together
as one class on all matters with respect to such series of Notes.
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Section 2.02 Maturity.
Unless an earlier redemption has occurred, (a) the principal amount of the Series A Junior Subordinated Notes shall mature and be due
and payable, together with any accrued and unpaid interest thereon, on October 6, 2056, (b) the principal amount of the Series B Junior
Subordinated Notes shall mature and be due and payable, together with any accrued and unpaid interest thereon, on October 6, 2056 and
(c) the principal amount of the Series C Junior Subordinated Notes shall mature and be due and payable, together with any accrued and
unpaid interest thereon, on October 6, 2056. If the maturity date of any series of the Notes falls on a day that is not a Business Day,
payment of principal, premium, if any, and interest for such Notes then due will be paid on the next succeeding Business Day. No interest
on that payment will accrue from and after the maturity date.
Section 2.03 Form
and Payment.
(a) The Notes and the Trustee’s Certificates of Authentication to be endorsed thereon are to be substantially in the form of
Exhibit A, Exhibit B and Exhibit C, which forms are hereby incorporated in and made a part of this Second Supplemental
Indenture.
(b) The terms and provisions contained in the Notes of each series shall constitute, and are hereby expressly made, a part of this
Second Supplemental Indenture, and the Issuers and the Trustee, by their execution and delivery of this Second Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.
(c) Payments of principal, premium, if any, and/or interest, if any, on the Global Notes representing each series of the Notes shall
be made to The Depository Trust Company (together with any successor thereto, the “Depositary”).
(d) Each series of Notes will be issued in the form of one or more Global Notes in registered form, without interest coupons, and only
in minimum denominations of $2,000 in principal amount and any integral multiples of $1,000 in excess thereof. The Global Notes representing
each series of the Notes will be deposited with, or on behalf of, the Depositary and will be registered in the name of the Depositary
or a nominee of the Depositary. No Global Note may be transferred except as a whole by a nominee of the Depositary to the Depositary or
to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.
(e)
Additional provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this Second Supplemental
Indenture are set forth in Appendix A, which is hereby incorporated in and made a part of this Second Supplemental Indenture.
9
Section 2.04
Interest.
(a) Interest on the Series A Junior Subordinated Notes will be payable semi-annually in arrears on January 6 and July 6 of each year,
beginning on January 6, 2027. Interest on the Series A Junior Subordinated Notes shall accrue:
(i)
from, and including, October 6, 2026 to, but excluding, the First Series A Reset Date, at the Series A Initial Interest Rate;
(ii) from, and including, the First Series A Reset Date, to, but excluding, the First Series A Step-Up Date, at a rate per annum equal
to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus the Series A Initial
Margin;
(iii)
during each Reset Period, from, and including, the First Series A Step-Up Date and each Reset Period thereafter to, but excluding,
the Second Series A Step-Up Date, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination
Date for such Reset Period plus the Series A Initial Margin plus 0.25%; and
(iv)
during each Reset Period, from, and including, the Second Series A Step-Up Date and each Reset Period thereafter, at a rate per
annum equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus the Series
A Initial Margin plus 1.000%;
provided that, the interest rate during
any Reset Period will not reset below zero.
(b) Interest
on the Series B Junior Subordinated Notes will be payable semi-annually in arrears on April 6 and October 6 of each year, beginning on
April 6, 2027. Interest on the Series B Junior Subordinated Notes shall accrue:
(i)
from, and including, October 6, 2026 to, but excluding, the First Series B Reset Date, at the Series B Initial Interest Rate;
(ii)
from, and including, the First Series B Reset Date, to, but excluding, the First Series B Step-Up Date, at a rate per annum equal
to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus the Series B Initial
Margin;
(iii) during each Reset Period, from, and including, the First Series B Step-Up Date and each Reset Period thereafter to, but excluding,
the Second Series B Step-Up Date, at a rate per annum equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination
Date for such Reset Period plus the Series B Initial Margin plus 0.25%; and
(iv)
during each Reset Period, from, and including, the Second Series B Step-Up Date and each Reset Period thereafter, at a rate per
annum equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus the Series
B Initial Margin plus 1.000%;
provided that, the interest rate during
any Reset Period will not reset below zero.
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(c) Interest on the Series C Junior Subordinated Notes will be payable semi-annually in arrears on April 6 and October 6 of each year,
beginning on April 6, 2027. Interest on the Series C Junior Subordinated Notes shall accrue:
(i)
from, and including, October 6, 2026 to, but excluding, the First Series C Reset Date, at the Series C Initial Interest Rate;
and
(ii)
during each Reset Period, from, and including, the First Series C Reset Date and each Reset Period thereafter, at a rate per annum
equal to the Five-year U.S. Treasury Rate as of the Reset Interest Determination Date for such Reset Period plus the Series C Initial
Margin plus 0.25%;
provided that, the interest rate during
any Reset Period will not reset below zero.
Subject to the Issuers’ right to defer interest
payments pursuant to Section 2.05, interest on each series of the Notes will be payable to the Holders in whose names the Notes
of such series are registered at the close of business on the applicable record date. So long as the Notes of a series remain in book-entry
only form, the record date for each Interest Payment Date will be the close of business on the Business Day immediately preceding the
applicable Interest Payment Date. If the Notes of a series are not in book-entry only form, the record date for each Interest Payment
Date will be the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable
Interest Payment Date.
(d) The
applicable interest rate for each Reset Period will be determined by the Calculation Agent, as of the applicable Reset Interest Determination
Date. Unless the Issuers have validly called all of the Outstanding Notes of the applicable series for redemption on a Redemption Date
occurring on or prior to the Reset Date for such series, the Issuers will appoint a Calculation Agent for the applicable series of Notes
prior to the Reset Interest Determination Date immediately preceding such Reset Date; provided that, if the Issuers have called all of
the Outstanding Notes of a particular series for redemption on a Redemption Date occurring on or prior to a Reset Date, but the Issuers
do not redeem all of the Outstanding Notes of such series on such Redemption Date, the Issuers will appoint a Calculation Agent for the
Notes of such series as promptly as practicable after such proposed Redemption Date. The Issuers may terminate any such appointment and
may appoint a successor Calculation Agent at any time and from time to time (so long as there will always be a Calculation Agent in respect
of each series of Notes when so required). Promptly upon such determination, the Calculation Agent will notify the Issuers of the interest
rate for the Reset Period, and the Issuers will promptly notify, or cause the Calculation Agent to promptly notify, the Trustee and each
Paying Agent of such interest rate. The Calculation Agent’s determination of any interest rate, and its calculation of the amount
of interest for any Reset Period, will be final and binding in the absence of manifest error. The Calculation Agent’s determination
of any interest rate, and its calculation of the amount of interest for any Reset Period beginning on or after a Reset Date for the Notes
of any series will be on file at the Issuers’ principal offices and will be made available to any Holder or beneficial owner of
the Notes of such series upon request.
(e) Interest on each series of the Notes will accrue from and including October 6, 2026 to, but excluding, the first Interest Payment
Date and then from and including the immediately preceding Interest Payment Date to which interest has been paid or duly provided for
to, but excluding, the next Interest Payment Date, Redemption Date or maturity date, as the case may be. Interest on each series of the
Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date or other payment
date, Redemption Date or maturity date for any series of the Notes is not a Business Day, then payment of principal, premium, if any,
and interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was
due, and no interest on such payment shall accrue on that payment for the period from and after that Interest Payment Date or other payment
date, Redemption Date or maturity date, as the case may be, to the date of that payment on the next succeeding Business Day.
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(f) All references in the Indenture to the payment of accrued and unpaid interest thereon to, but excluding, a certain date shall be
subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, except
that, if the Redemption Date for any Notes of any series falls on any day during an Optional Deferral Period, accrued and unpaid interest
on the Notes to be redeemed will be paid on such Redemption Date to the Holders entitled to receive the Redemption Price of such Notes.
Section 2.05 Option
to Defer Interest Payments.
(a) So long as no Event of Default with respect to a series of Notes has occurred and is continuing, the Issuers shall have the right,
at any time and from time to time, to defer the payment of interest on the Notes of such series for one or more consecutive interest periods
that do not exceed ten (10) consecutive years (each period, commencing on the date that the first such interest payment would otherwise
have been made on such series of Notes, an “Optional Deferral Period”), provided that no Optional Deferral Period
shall extend beyond the maturity date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption
of such series of the Notes, and that no Optional Deferral Period shall end on a date other than an Interest Payment Date. The Issuers
shall not pay any current interest during an Optional Deferral Period. If the Issuers have paid all Deferred Interest and any Additional
Interest on a series of Notes, the Issuers shall have the right to elect to begin a new Optional Deferral Period with respect to such
series of Notes pursuant to this Section 2.05. The Issuers may also elect, at their option, to shorten or extend the length of
any Optional Deferral Period.
(b) At the end of any Optional Deferral Period, the Issuers shall pay all Deferred Interest and Additional Interest on the Notes to
the Holders in whose names the Notes are registered in the Security Register at the close of business on the regular record date with
respect to the Interest Payment Date at the end of such Optional Deferral Period. For the avoidance of doubt,
the Interest Payment Date falling immediately after the last day of an Optional Deferral Period will not be deemed to fall on a day during
such Optional Deferral Period.
(c) Any Deferred Interest on a series of Notes will accrue Additional Interest at a rate equal to the interest rate then applicable
to such series of Notes, to the extent permitted by applicable law.
(d) The Issuers will give written notice of their election to commence or continue any Optional Deferral Period to the Trustee at least
five Business Days before the first Interest Payment Date of such Optional Deferral Period, and the Trustee shall forward such written
notice to the Holders of the Notes at each Holder’s address appearing in the Security Register electronically, by mail or otherwise
in accordance with the procedures of the Depositary. The Issuers’ failure to pay interest on any Interest Payment Date with respect
to a series of Notes will constitute the commencement of an Optional Deferral Period with respect to such series of Notes unless the Issuers
pay such interest within five Business Days after the relevant Interest Payment Date, whether or not the Issuers provide a written notice
of their election to commence any Optional Deferral Period.
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(e)
The provisions of Section 307(a) of the Base Indenture related to Defaulted Interest shall not apply to Notes of any series during
an Optional Deferral Period.
Section 2.06 Certain
Limitations During an Optional Deferral Period.
So long as any Notes remain Outstanding, during an
Optional Deferral Period, each Issuer and each Guarantor will not do any of the following:
(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, the
capital stock of an Issuer;
(b) make any payment of principal, interest or premium, if any, on, or repay, purchase or redeem, any debt securities of an Issuer
or a Guarantor that rank equally with, or junior to, the Notes or the Guarantees in right of payment (including debt securities of other
series, such as the other series of the Notes issued under the Indenture); or
(c)
make any payments with respect to any guarantee by an Issuer or any Guarantor of any Indebtedness if such guarantee ranks equally
with, or junior to, the Notes or the Guarantees in right of payment.
The foregoing restrictions, however, will not apply
to each of the following:
(i) purchases, redemptions or other acquisitions of the capital stock of an Issuer or a Guarantor in connection with: (1) any employment
contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants,
agents or independent contractors of an Issuer, a Guarantor or any of their subsidiaries or affiliates, (2) the satisfaction of an Issuer’s
or a Guarantor’s obligations pursuant to any contract or security entered into prior to the beginning of such Optional Deferral
Period either (x) in the ordinary course of business or (y) other than in anticipation of the commencement of the Optional Deferral Period,
or (3) a dividend reinvestment or shareholder purchase plan;
(ii) any payment, dividend, distribution, purchase, repurchase, redemption, other acquisition, exchange, conversion or declaration of
a dividend or distribution as a result of any reclassification of an Issuer’s or a Guarantor’s capital stock;
(iii) any exchange, redemption or conversion of any class or series of an Issuer’s or a Guarantor’s capital stock, or the
capital stock of an Issuer’s Subsidiary or a Guarantor’s Subsidiary, for any other class or series of an Issuer’s or
a Guarantor’s capital stock, or of any class or series of Indebtedness of an Issuer or a Guarantor for any class or series of an
Issuer’s or a Guarantor’s capital stock;
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(iv) any purchase, redemption or other acquisition of fractional interests in shares of an Issuer’s or a Guarantor’s capital
stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged, or in connection
with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification
or similar transaction;
(v) any declaration of a dividend or distribution in connection with any shareholder rights plan, or the issuance of rights, stock
or other property under any shareholder rights plan, or the redemption, exchange or purchase of rights pursuant thereto;
(vi) any payment, dividend or distribution made in an Issuer’s or a Guarantor’s capital stock (or rights to acquire an Issuer’s
or a Guarantor’s capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or
exchange of capital stock (or of securities convertible into or exchangeable for shares of an Issuer’s or a Guarantor’s capital
stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest
is deferred;
(vii) any payments on the Notes, and any trust preferred securities, subordinated debentures, junior subordinated debentures or junior
subordinated notes or other debt securities, or any guarantees of any of the foregoing, in each case that rank equal in right of payment
to the Notes and the Guarantees, made pro rata to the amounts due on such Indebtedness, so long as the amount of payments made on account
of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the
full payment to which each series of such securities and guarantees is then entitled if paid in full;
(viii) any payment on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause an Issuer or any Guarantor
to breach the terms of the instrument governing such parity securities; or
(ix) any regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period
commences.
Section 2.07
Other Terms and Conditions.
(a)
The Notes are not subject to a sinking fund.
(b) The Defeasance and Covenant Defeasance provisions of Article XIV (Defeasance and Covenant Defeasance) of the Base Indenture will
apply to each series of the Notes.
(c) The provisions of Article IV (Satisfaction and Discharge) of the Base Indenture will apply to each series of the Notes.
(d) Each series of the Notes will be guaranteed by each of the Guarantors on an unsecured, subordinated and junior basis pursuant to
and on the terms set forth in Article XV of the Base Indenture. Each Guarantor hereby agrees that the Guarantee of such Guarantor set
forth in the Base Indenture will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of its
Guarantee.
14
(e) The Notes and the Guarantees will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers and the
Guarantors, respectively, to the extent and in the manner provided in Article XVII (Subordination of Securities and Guarantees) of the
Base Indenture.
(f) Each series of the Notes will be subject to the Events of Default set forth in Article Four in lieu of the Events of Default set
forth in Section 501 of the Base Indenture, which shall not apply to the Notes.
(g) The Trustee will initially be the Security Registrar and Paying Agent for the Notes.
(h) The Notes will be subject to the covenants provided in Article X (Covenants) of the Base Indenture.
(i) Each Holder and beneficial owner of the Notes, by accepting the Notes or a beneficial interest therein, will be deemed to have
agreed that such Holder or beneficial owner intends that the Notes constitute debt and will treat the Notes as debt for United States
federal, state and local tax purposes.
Article Three
Redemption
Section 3.01 Optional
Redemption of the Notes.
(a) Subject to Section 5.03, the provisions of Article XI (Redemption of Securities) of the Base Indenture, as supplemented
by the provisions of this Second Supplemental Indenture, shall apply to each series of the Notes.
(b) Each series of Notes will be redeemable at the Issuers’ option, in whole but not in part, at any time and from time to time
on any day other than a Par Call Date, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal
places) equal to the greater of:
(1)
(a) the sum of the present values of the Remaining Scheduled Payments
of principal and interest on the Notes of the applicable series to be redeemed discounted to the Redemption Date (assuming the Notes of
the applicable series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus the applicable Make-Whole Spread for such series of Notes, less (b) unpaid interest accrued to,
but excluding, the Redemption Date, and
(2)
100% of the principal amount of the Notes of the applicable series to be redeemed,
15
plus, in either case, accrued and unpaid interest
thereon to, but excluding, the Redemption Date.
(c)
The Issuers may redeem the Series A Junior Subordinated Notes, in whole or in part, on one or more occasions, at a Redemption Price
equal to 100% of the principal amount of the Series A Junior Subordinated Notes to be redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the Redemption Date:
(i) on
any date during the period commencing on October 8, 2031 (the “First Series A Par Call Date”), and ending on, and
including, the First Series A Reset Date; and
(ii) thereafter, on any Interest Payment Date for the Series A Junior Subordinated Notes (each such date together with the First Series
A Par Call Date, a “Series A Par Call Date”).
(d) The Issuers may redeem the Series B Junior Subordinated Notes, in whole or in part, on one or more occasions, at a Redemption Price
equal to 100% of the principal amount of the Series B Junior Subordinated Notes to be redeemed, plus accrued and unpaid interest
to, but excluding, the Redemption Date:
(i)
on any date during the period commencing on July 8, 2033 (the “First Series B Par Call Date”), and ending on,
and including, the First Series B Reset Date; and
(ii) thereafter, on any Interest Payment Date for the Series B Junior Subordinated Notes (each such date together with the First Series
B Par Call Date, a “Series B Par Call Date”).
(e)
The Issuers may redeem the Series C Junior Subordinated Notes, in whole or in part, on one or more occasions, at a Redemption Price
equal to 100% of the principal amount of the Series C Junior Subordinated Notes to be redeemed, plus accrued and unpaid interest
to, but excluding, the Redemption Date:
(i) on any date during the period commencing on July 8, 2036 (the “First Series C Par Call Date”), and ending on,
and including, the First Series C Reset Date; and
(ii) thereafter, on any Interest Payment Date for the Series C Junior Subordinated Notes (each such date together with the First Series
C Par Call Date, a “Series C Par Call Date”, and together with the Series A Par Call Date and the Series B Par Call
Date, a “Par Call Date”).
(f) On and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called
for redemption, unless the Issuers default in the payment of the Redemption Price and accrued interest, if any. On or before the relevant
Redemption Date for a series of Notes, the Issuers shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Redemption
Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected
in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount
of $2,000 or less be redeemed in part.
16
(g) Notice of any redemption shall be electronically delivered, mailed or otherwise given in accordance with the procedures of the
Depositary at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes of the applicable series
to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be
determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined
at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (1) or (2) of Section
3.01(b), as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days
prior to the Redemption Date. Notice of redemption having been given as provided in the Base Indenture, the Notes of the applicable series
called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued
and unpaid interest, if any, to but excluding, the Redemption Date.
(h)
Notice of any redemption of the Notes of any series in connection with a corporate transaction that is pending (including an equity
offering or an incurrence of indebtedness), may, at the Issuers’ discretion, be given subject to one or more conditions precedent,
including, but not limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions
precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions
shall not have been satisfied or otherwise waived by the Redemption Date. The Issuers will notify Holders of any such rescission as soon
as practicable after the Issuers determine that they will not be able to satisfy or otherwise waive such condition precedent. Once notice
of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes
called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and
unpaid interest, if any, to, but excluding, the Redemption Date.
(i)
The Issuers’ actions and determinations in determining any Redemption Price shall be conclusive and binding for all purposes,
absent manifest error. The Trustee shall have no responsibility for any calculation or determination in respect of any Redemption Price
of any Note, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate
from each of the Issuers that states such Redemption Price.
(j)
If the Redemption Date for any Notes of any series falls on a day that is not a Business Day, the Redemption Price for such Notes
will be paid on the next succeeding Business Day.
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Section 3.02 Special
Mandatory Redemption of the Notes.
(a)
If a Special Mandatory Redemption Event occurs, then the Issuers will redeem all of the Outstanding Notes of each series on the
Special Mandatory Redemption Date at the Special Mandatory Redemption Price.
(b) The Issuers will cause a notice of Special Mandatory Redemption Event to be electronically delivered or mailed to the Trustee and
electronically delivered, mailed or otherwise given in accordance with the procedures of the Depositary to each Holder of record of the
Notes to be redeemed, with a copy to the Trustee, no later than the fifth Business Day following the occurrence of a Special Mandatory
Redemption Event, which shall provide for the redemption of the Notes subject to mandatory redemption upon the occurrence of a Special
Mandatory Redemption Event on the Special Mandatory Redemption Date. At the Issuers’ request, and expense, the Trustee shall deliver
a notice of Special Mandatory Redemption to the Holders of the Notes; provided such request is accompanied by the notice of Special Mandatory
Redemption to be given.
(c) Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory
Redemption Date with the Trustee or the Paying Agent by no later than 10:00 a.m., New York City time, on such Special Mandatory Redemption
Date, then, on and after such Special Mandatory Redemption Date, the Notes will cease to bear interest and all rights under such Notes
shall terminate.
(d) The notice of a Special Mandatory Redemption Event shall state:
(i)
the Special Mandatory Redemption Date;
(ii) the Special Mandatory Redemption Price;
(iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable; and
(iv) that the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date.
(e) The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption Event
or the Special Mandatory Redemption Price, or any component thereof, and shall be entitled to receive, and fully protected in relying
upon, an Officer’s Certificate from the Issuers that states the occurrence of such Special Mandatory Redemption Event and such Special
Mandatory Redemption Price.
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Section 3.03 Right to Redeem upon a Tax Event. The Issuers may redeem each series of Notes, in whole but not in part, at a Redemption
Price equal to 100% of the principal amount of the applicable series, plus accrued and unpaid interest to, but excluding, the Redemption
Date, at any time following the occurrence of a Tax Event with respect to such series of Notes. The Issuers shall deliver to the Trustee
an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail
the facts constituting the basis therefor, together with the opinion referred to in the definition of “Tax Event,” and the
Trustee shall be entitled to rely conclusively upon such Officer’s Certificate and opinion. The procedures for redemptions set forth
in Section 3.01 will apply to any redemption pursuant to this Section 3.03.
Section 3.04 Right
to Redeem upon a Rating Agency Event. The Issuers may redeem each series of Notes, in whole but not in part, at a Redemption Price
equal to 102% of the principal amount of the applicable series, plus accrued and unpaid interest to, but excluding, the Redemption
Date, within 120 days following the occurrence of a Rating Agency Event with respect to such series of Notes. The Issuers shall deliver
to the Trustee an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable
detail the facts constituting the basis therefor, and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate.
The procedures for redemptions set forth in Section 3.01 will apply to any redemption pursuant to this Section 3.04.
Article Four
Events of Default
Section 4.01 Events
of Default.
(a) Solely with respect to the Notes of any series and not to any other series of Securities issued under the Base Indenture, an “Event
of Default” with respect to any series of the Notes means any one of the following events (whatever the reason for such Event
of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or
order of any court or any order, rule or regulation of any administrative or governmental body), in lieu of the Events of Default set
forth in Section 501 of the Base Indenture, which shall not apply to any series of the Notes:
(i) default in the payment of all or any part of the principal of, or premium, if any, on, the Notes of any series when the same becomes
due and payable at Maturity, upon acceleration, redemption or otherwise;
(ii)
default in the payment of interest, Deferred Interest or Additional Interest, if any, on the Notes of any series when the same
becomes due and payable, after taking into account any Optional Deferral Period, and such default continues for a period of 30 days; provided,
that a failure to pay interest during a valid Optional Deferral Period for the Notes of such series (to the extent and for so long as
interest is permitted to be deferred pursuant to Section 2.05) shall not be deemed to be a default in the payment of interest and
shall not otherwise constitute an Event of Default with respect to the Notes of such series;
19
(iii)
the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of any Issuer or any Guarantor
in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or (B) a decree or order adjudging any Issuer or any Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of any Issuer or any Guarantor under any applicable federal or
state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Issuer or
any Guarantor or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective affairs,
and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days;
(iv)
the commencement by any Issuer or any Guarantor of a voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent
by it to the entry of a decree or order for relief in respect of any Issuer or any Guarantor in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under
any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Issuer or any Guarantor or of any
substantial part of its property, or the making by it of an assignment of a substantial part of its property for the benefit of creditors,
or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by
any Issuer or any Guarantor in furtherance of any such action; or
(v) the Guarantee of any Guarantor with respect to the Notes of any series ceases to be in full force and effect (other than in accordance
with the terms of the Indenture and such Guarantee) or is declared to be null and void and unenforceable or is found to be invalid, or
any Guarantor denies in writing its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with
the terms of the Indenture);
provided, however, that no event
described in Clause (iii) and Clause (iv) above shall constitute an Event of Default hereunder until a Responsible Officer has received
written notice thereof as contemplated in Section 602 of the Base Indenture.
Notwithstanding Section 602 of the Base Indenture,
if a default or an Event of Default occurs hereunder with respect to the Notes of any series, the Trustee shall give the Holders of the
Notes of such series notice of such default within 90 days after a Responsible Officer has received written notice at the Corporate
Trust Office of such default or Event of Default. Except in the cases of a default or an Event of Default
in payment on the Notes of any series, the Trustee will be protected in withholding the notice if the Responsible Officers determine that
withholding of the notice is in the interest of the Holders of the Notes of such series.
20
Section 4.02 Acceleration
of Maturity; Rescission.
(a) Solely with respect to the Notes of any series and not to any other series of Securities issued under the Base Indenture, the first
paragraph of Section 502 (Acceleration of Maturity; Rescission and Annulment) of Article V (Remedies) of the Base Indenture shall be replaced
with the following:
(i) If an Event of Default (other than an Event of Default specified in Section 4.01(a)(iii) or Section 4.01(a)(iv))
with respect to any of the Issuers or any of the Guarantors) with respect to the Notes of any series at the time Outstanding occurs and
is continuing, then the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of such series may
declare by written notice to the Issuers (and to the Trustee if given by Holders) the entire principal amount of, and all accrued and
unpaid interest on, all the Notes of such series to be due and payable immediately, and upon any such declaration, such principal amount
of, and all accrued and unpaid interest on all the Notes of such series shall become immediately due and payable.
(ii) If an Event of Default under Section 4.01(a)(iii) or Section 4.01(a)(iv) occurs and is continuing with respect to
any Issuer or any Guarantor, then the entire principal amount of, and all accrued and unpaid interest on, all Outstanding Notes of any
series will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable.
(b) Holders of a majority in aggregate principal amount of the Notes of any series by written notice to the Trustee may on behalf of
all of the Holders of the Notes of such series rescind an acceleration and its consequences with respect to such series of Notes if the
rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment
of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.
Section 4.03 Application
of Article V (Remedies) of Base Indenture.
(a) Other than as specified in Section 4.01 and Section 4.02, the provisions of Article V (Remedies) of the Base Indenture shall otherwise
apply to the Notes of any series, mutatis mutandis.
Section 4.04 Application
of Other Provisions of Base Indenture.
(a)
For purposes of the Notes, each reference in the Base Indenture (including in the definition of “Notice of Default”
and in Sections 602, 607 and 1403 thereof) to a clause of Section 501 of the Base Indenture shall be read as a reference to the corresponding
clause of Section 4.01(a) and any references to Section 501(3) and 501(4) of the Base Indenture shall be disregarded.
21
Article Five
Miscellaneous
Section 5.01 Application
of Second Supplemental Indenture. The Base Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified
and confirmed. This Second Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and
therein provided.
Section 5.02 Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by the Trust Indenture
Act, the imposed duties shall control.
Section 5.03 Conflict with Base Indenture. To the extent not expressly amended or modified by this Second Supplemental Indenture, the
Base Indenture shall remain in full force and effect. If any provision of this Second Supplemental Indenture relating to the Notes is
inconsistent with any provision of the Base Indenture, the provision of this Second Supplemental Indenture shall control.
Section 5.04 Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
Section 5.05 Successors. All agreements of the Issuers in the Base Indenture, this Second Supplemental Indenture and the Notes shall
bind their successors. All agreements of the Trustee in the Base Indenture and this Second Supplemental Indenture shall bind its successors.
Section 5.06 Counterparts.
This instrument 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.
Section 5.07 Trustee
Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this Second Supplemental Indenture
and the Notes other than as to the validity of the execution and delivery of the Second Supplemental Indenture by the Trustee and the
authentication of the Notes by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuers
and not the Trustee and the Trustee assumes no responsibility for the same and the Trustee does not make any representation with respect
to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Notes
or the proceeds thereof.
[Remainder of page intentionally left blank]
22
IN WITNESS WHEREOF, the parties to this Second Supplemental
Indenture have caused it to be duly executed as of the day and year first above written.
SYSCO CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Vice President, Global Treasurer
SYSCO HOLDINGS CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Treasurer
[Signature Page to Second
Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
GUARANTORS:
SYSCO ALBANY, LLC
SYSCO ASIAN FOODS, INC.
SYSCO BALTIMORE, LLC
SYSCO BARABOO, LLC
SYSCO BOSTON, LLC
SYSCO CENTRAL PENNSYLVANIA, LLC
SYSCO CINCINNATI, LLC
SYSCO COLUMBIA, LLC
SYSCO CONNECTICUT, LLC
SYSCO DETROIT, LLC
SYSCO EASTERN WISCONSIN, LLC
SYSCO GRAND RAPIDS, LLC
SYSCO INDIANAPOLIS, LLC
SYSCO JACKSON, LLC
SYSCO LONG ISLAND, LLC
SYSCO METRO NEW YORK, LLC
SYSCO PHILADELPHIA, LLC
SYSCO PITTSBURGH, LLC
SYSCO ST. LOUIS, LLC
SYSCO SYRACUSE, LLC
SYSCO USA III, LLC
SYSCO VIRGINIA, LLC
SYSCO ATLANTA, LLC
SYSCO CENTRAL ALABAMA, LLC
SYSCO CHARLOTTE, LLC
SYSCO EASTERN MARYLAND, LLC
SYSCO GULF COAST, LLC
SYSCO KNOXVILLE, LLC
SYSCO MEMPHIS, LLC
SYSCO NASHVILLE, LLC
SYSCO RALEIGH, LLC
SYSCO SOUTHEAST FLORIDA, LLC
SYSCO USA II, LLC
SYSCO CENTRAL CALIFORNIA, INC.
SYSCO HAWAII, INC.
SYSCO KANSAS CITY, INC.
SYSCO LINCOLN, INC.
SYSCO LOS ANGELES, INC.
SYSCO MONTANA, INC.
SYSCO PORTLAND, INC.
SYSCO RIVERSIDE, INC.
SYSCO SACRAMENTO, INC.
[Signature Page to Second
Supplemental Indenture]
SYSCO SAN DIEGO, INC.
SYSCO SAN FRANCISCO, INC.
SYSCO SEATTLE, INC.
SYSCO SPOKANE, INC.
SYSCO USA I, INC.
SYSCO VENTURA, INC.
SYSCO CENTRAL ILLINOIS, INC.
SYSCO CHICAGO, INC.
SYSCO CLEVELAND, INC.
SYSCO IOWA, INC.
SYSCO LOUISVILLE, INC.
SYSCO MINNESOTA, INC.
SYSCO NORTH DAKOTA, INC.
SYSCO NORTHERN NEW ENGLAND, INC.
SYSCO WESTERN MINNESOTA, INC.
SYSCO CENTRAL FLORIDA, INC.
SYSCO HAMPTON ROADS, INC.
SYSCO JACKSONVILLE, INC.
SYSCO SOUTH FLORIDA, INC.
SYSCO WEST COAST FLORIDA, INC.
By:
/s/ Andrew Wurdack
Name:
Andrew Wurdack
Title:
Secretary
[Signature Page to Second
Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By:
/s/ Michael K. Herberger
Name:
Michael K. Herberger
Title:
Vice President
[Signature Page to Second
Supplemental Indenture]
Schedule I
INITIAL GUARANTORS
Exact Name of Guarantor as Specified in its
Charter
State or Other Jurisdiction of
Incorporation or Organization
Sysco Albany, LLC
Delaware
Sysco Asian Foods, Inc.
Delaware
Sysco Atlanta, LLC
Delaware
Sysco Baltimore, LLC
Delaware
Sysco Baraboo, LLC
Delaware
Sysco Boston, LLC
Delaware
Sysco Central Alabama, LLC
Delaware
Sysco Central California, Inc.
California
Sysco Central Florida, Inc.
Delaware
Sysco Central Illinois, Inc.
Delaware
Sysco Central Pennsylvania, LLC
Delaware
Sysco Charlotte, LLC
Delaware
Sysco Chicago, Inc.
Delaware
Sysco Cincinnati, LLC
Delaware
Sysco Cleveland, Inc.
Delaware
Sysco Columbia, LLC
Delaware
Sysco Connecticut, LLC
Delaware
Sysco Detroit, LLC
Delaware
Sysco Eastern Maryland, LLC
Delaware
Sysco Eastern Wisconsin, LLC
Delaware
Sysco Grand Rapids, LLC
Delaware
Sysco Gulf Coast, LLC
Delaware
Sysco Hampton Roads, Inc.
Delaware
Sysco Hawaii, Inc.
Delaware
Sysco Indianapolis, LLC
Delaware
Sysco Iowa, Inc.
Delaware
Sysco Jackson, LLC
Delaware
Sysco Jacksonville, Inc.
Delaware
Sysco Kansas City, Inc.
Missouri
Sysco Knoxville, LLC
Delaware
Exact Name of Guarantor as Specified in its
Charter
State or Other Jurisdiction of
Incorporation or Organization
Sysco Lincoln, Inc.
Nebraska
Sysco Long Island, LLC
Delaware
Sysco Los Angeles, Inc.
Delaware
Sysco Louisville, Inc.
Delaware
Sysco Memphis, LLC
Delaware
Sysco Metro New York, LLC
Delaware
Sysco Minnesota, Inc.
Delaware
Sysco Montana, Inc.
Delaware
Sysco Nashville, LLC
Delaware
Sysco North Dakota, Inc.
Delaware
Sysco Northern New England, Inc.
Maine
Sysco Philadelphia, LLC
Delaware
Sysco Pittsburgh, LLC
Delaware
Sysco Portland, Inc.
Delaware
Sysco Raleigh, LLC
Delaware
Sysco Riverside, Inc.
Delaware
Sysco Sacramento, Inc.
Delaware
Sysco San Diego, Inc.
Delaware
Sysco San Francisco, Inc.
California
Sysco Seattle, Inc.
Delaware
Sysco South Florida, Inc.
Delaware
Sysco Southeast Florida, LLC
Delaware
Sysco Spokane, Inc.
Delaware
Sysco St. Louis, LLC
Delaware
Sysco Syracuse, LLC
Delaware
Sysco USA I, Inc.
Delaware
Sysco USA II, LLC
Delaware
Sysco USA III, LLC
Delaware
Sysco Ventura, Inc.
Delaware
Sysco Virginia, LLC
Delaware
Sysco West Coast Florida, Inc.
Delaware
Sysco Western Minnesota, Inc.
Delaware
Appendix A
PROVISIONS RELATING TO INITIAL
NOTES AND
ADDITIONAL NOTES OF EACH SERIES
Section 1.1 Definitions.
(a) Capitalized
Terms.
Capitalized terms used but not defined in this Appendix
A have the meanings given to them in the Base Indenture. The following capitalized terms have the following meanings:
“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary
for such Global Note, Euroclear or Clearstream, in each case to the extent applicable to such transaction and as in effect from time to
time.
“Clearstream” means Clearstream
Banking, société anonyme, or any successor securities clearing agency.
“Custodian” means U.S. Bank Trust
Company, National Association, as custodian with respect to the Notes in global form, or any successor entity thereto.
“Definitive Note” means a certificated
Initial Note or Additional Note issued pursuant to the Base Indenture that does not include the Global Notes Legend.
“Euroclear” means Euroclear Bank
S.A./N.V., as operator of Euroclear System or any successor securities clearing agency.
(b) Other
Definitions.
Term:
Defined
in
Section:
“Agent Members”
2.1(b)
“Global Note”
2.1(a)
“Global Notes Legend”
2.2(d)
Section 1.2 General.
The provisions of this Appendix A shall apply to
each series of Notes.
A-1
Section 2.1 Form and Dating.
(a) The
Initial Notes issued on the date hereof shall be offered and sold by the Issuers to the underwriters thereof pursuant to the registration
statement of the Issuers on Form S-3 (333-298926) and shall be issued in the form of one or more permanent global securities in fully
registered form, numbered R-1 upward (each, a “Global Note”).
(b) Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Depositary.
The Issuers shall execute and the Trustee shall,
in accordance with this Section 2.1(b) and Section 303 of the Base Indenture and pursuant to an Issuer Order signed by one officer
of each Issuer, authenticate and deliver one or more Global Notes that (i) shall be registered in the name of the Depositary for such
Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary’s instructions or held by the Trustee as Custodian.
Members of, or participants in, the Depositary (“Agent
Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary or
by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Issuers, the Trustee and any agent of
the Issuers or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.
(c) Definitive
Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global
Notes shall not be entitled to receive physical delivery of Definitive Notes.
Section 2.2 Transfer and Exchange.
(a) Transfer
and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a written
request:
(i) to
register the transfer of such Definitive Notes; or
(ii) to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,
the Security Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Notes surrendered
for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers
and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
A-2
(b) Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar, together
with:
(i) a
certification from the transferor in the form of the Assignment Form provided on the reverse side of the Form of Note attached as an exhibit
to the Second Supplemental Indenture for exchange or registration of transfers; and
(ii) written
instructions directing the Trustee to make, or to direct the Custodian to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
the Trustee shall cancel such Definitive Note and cause, or direct
the Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Custodian,
the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive
Note to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Global Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then
outstanding, the Issuers shall issue and the Trustee shall authenticate, upon an Issuer Order, a new applicable Global Note in the appropriate
principal amount.
(c) Transfer
and Exchange of Global Notes.
(i) The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with the
Indenture and the Applicable Procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Note shall deliver
to the Security Registrar a written order given in accordance with the Depositary’s procedures containing information regarding
the participant account of the Depositary to be credited with a beneficial interest in such Global Note, or another Global Note, and such
account shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the
Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Note being transferred.
(ii) If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security
Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest
is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar shall
reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which such interest
is being transferred.
(iii) Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global Note
may not be transferred except as a whole and not in part if the transfer is by the Depositary to a 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.
A-3
(d) Legends.
Each Global Note shall bear the following
legend (“Global Notes Legend”):
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.
(e) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned
by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global
Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment
shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note,
by the Trustee or the Custodian, to reflect such reduction.
(f) Obligations
with Respect to Transfers and Exchanges of Notes.
(i) To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Security Registrar’s request.
(ii) No
service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to
cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906, 1107 and 1305 of the Base Indenture).
A-4
(iii) Prior
to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Security Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and
none of the Issuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All
Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to
the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(g) No
Obligation of the Trustee.
(i) The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary
or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other
Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under
or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under
the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global
Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules
and procedures of the Depositary. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information
furnished by the Depositary with respect to its members, participants and any beneficial owners.
(ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among
Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
(iii) Neither
the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
A-5
Section 2.3 Definitive Notes.
(a) A Global
Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 of this Appendix A may be transferred
to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such
Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A and (i) the Depositary
notifies the Issuers that it is unwilling or unable to continue as a Depositary for such Global Note or if at any time the Depositary
ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successor Depositary is not appointed
by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation, (ii) the Issuers notify the Trustee
in writing that the Issuers have elected to cause the issuance of Definitive Notes in lieu of Global Notes or (iii) an Event of Default
has occurred and is continuing and the Security Registrar has received a request from the Depositary. In addition, any Affiliate of the
Issuers or any Guarantor that is a beneficial owner of all or part of a Global Note may have such Affiliate’s beneficial interest
transferred to such Affiliate in the form of a Definitive Note by providing a written request to the Issuers and the Trustee and such
Opinions of Counsel, certificates or other information as may be required by the Indenture or the Issuers or Trustee.
(b) Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary
to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.
Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations
of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Depositary shall direct.
(c) The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(d) In the
event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Issuers shall promptly make available
to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.
A-6
Exhibit A
FORM OF SERIES A JUNIOR SUBORDINATED NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL NOTE FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
7.100% Series A Junior Subordinated Notes due 2056
No. [●]
CUSIP No.: 87183XAH6
ISIN No.: US87183XAH61
$1,500,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[Cede & Co.] or registered assigns the principal sum of $1,500,000,000 on October 6,
2056 (the “Stated Maturity”).
Interest Payment Dates: January 6 and July 6 (each,
an “Interest Payment Date”), commencing on January 6, 2027, and upon the Stated Maturity.
Interest Record Dates: if the Notes (as defined
below) are in global form, the Business Day immediately preceding each Interest Payment Date and if the Notes are in certificated form,
the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “Regular
Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and referred
to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS
CORPORATION
7.100% Series A Junior Subordinated Notes due 2056
1. Interest
and Subordination.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid,
from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as
the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in arrears
on each Interest Payment Date, beginning on January 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated Maturity
or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest
will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that
payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date
of that payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day
months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for
payment. So long as no event of default with respect to the Notes has occurred and is continuing, at the Issuers’ option, the Issuers
may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for a period
of up to 10 consecutive years.
This Note is a junior subordinated obligation of
the Issuers, junior and subordinated in right of payment to all Senior Indebtedness of the Issuers, and each Guarantor’s guarantee
of this Note is a junior subordinated obligation of each such Guarantor, in each case, to the extent and in the manner set forth in the
Indenture.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as Paying Agent. The Issuers may change any Paying Agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 7.100% Series A Junior Subordinated
Notes due 2056 (the “Notes”) issued under the Indenture, dated as of October 6, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee, as
trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
3
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the
terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15)
days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for redemption
in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Redemption upon a Tax Event or a Rating Agency Event.
The Notes are subject to optional redemption, special
mandatory redemption, redemption following a Tax Event and redemption following a Rating Agency Event, in each case as further described
in the Indenture. There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default (other than an Event of Default
specified in Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture with respect to any of the Issuers or any of the Guarantors)
with respect to the Notes at the time Outstanding occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes may declare by written notice to the Issuers (and to the Trustee if given by Holders) the entire principal
amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration, such
principal amount of, and all accrued and unpaid interest on, all the Notes shall become immediately due and payable. If an Event of Default
under Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture occurs and is continuing with respect to any Issuer or any Guarantor,
then the entire principal amount of, and all accrued and unpaid interest on, all Notes will automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due and payable.
4
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name of
a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors
pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances
specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Issuers. The agent may substitute another to act for her.
Date:
Your Signature:
Sign exactly as your name appears on the other side of this Note.
Signature
Signature Guarantee:
Signature must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global
Note for certificated Notes or a part of another Global Note have been made:
Date of Exchange
Amount of
decrease
in principal
amount
of this Global
Note
Amount of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature of
authorized
signatory of
Trustee
7
Exhibit B
FORM OF SERIES B JUNIOR SUBORDINATED NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL NOTE FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
7.250% Series B Junior Subordinated Notes due 2056
No. [●]
CUSIP No.: 87183XAJ2
ISIN No.: US87183XAJ28
$1,000,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[Cede & Co.] or registered assigns the principal sum of $1,000,000,000 on October 6,
2056 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6 (each,
an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: if the Notes (as defined
below) are in global form, the Business Day immediately preceding each Interest Payment Date and if the Notes are in certificated form,
the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “Regular
Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN
WITNESS WHEREOF, the Issuers have caused this Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and
referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
7.250% Series B Junior Subordinated Notes due 2056
1. Interest
and Subordination.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid,
from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as
the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in arrears
on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated Maturity or
other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will
be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment
for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that
payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for
payment. So long as no event of default with respect to the Notes has occurred and is continuing, at the Issuers’ option, the Issuers
may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for a period
of up to 10 consecutive years.
This Note is a junior subordinated obligation of
the Issuers, junior and subordinated in right of payment to all Senior Indebtedness of the Issuers, and each Guarantor’s guarantee
of this Note is a junior subordinated obligation of each such Guarantor, in each case, to the extent and in the manner set forth in the
Indenture.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as Paying Agent. The Issuers may change any Paying Agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 7.250% Series B Junior Subordinated
Notes due 2056 (the “Notes”) issued under the Indenture, dated as of October 6, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee, as
trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
3
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the
terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15)
days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for redemption
in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Redemption upon a Tax Event or a Rating Agency Event.
The Notes are subject to optional redemption, special
mandatory redemption, redemption following a Tax Event and redemption following a Rating Agency Event, in each case as further described
in the Indenture. There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default (other than an Event of Default
specified in Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture with respect to any of the Issuers or any of the Guarantors)
with respect to the Notes at the time Outstanding occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes may declare by written notice to the Issuers (and to the Trustee if given by Holders) the entire principal
amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration, such
principal amount of, and all accrued and unpaid interest on, all the Notes shall become immediately due and payable. If an Event of Default
under Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture occurs and is continuing with respect to any Issuer or any Guarantor,
then the entire principal amount of, and all accrued and unpaid interest on, all Notes will automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due and payable.
4
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name of
a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors
pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances
specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Issuers. The agent may substitute another to act for her.
Date:
Your Signature:
Sign exactly as your name appears on the other side of this Note.
Signature
Signature Guarantee:
Signature must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date of Exchange
Amount of
decrease
in principal
amount
of this Global
Note
Amount of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature of
authorized
signatory of
Trustee
7
Exhibit C
FORM OF SERIES C JUNIOR SUBORDINATED NOTE
[GLOBAL NOTES ONLY
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.]
[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF
EACH GLOBAL NOTE FOR WHICH DTC IS TO BE THE DEPOSITARY:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS (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.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
7.350% Series C Junior Subordinated Notes due 2056
No. [●]
CUSIP No.: 87183XAK9
ISIN No.: US87183XAK90
$1,400,000,000
SYSCO CORPORATION, a Delaware corporation, and
SYSCO HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to
[Cede & Co.] or registered assigns the principal sum of $1,400,000,000 on October 6,
2056 (the “Stated Maturity”).
Interest Payment Dates: April 6 and October 6 (each,
an “Interest Payment Date”), commencing on April 6, 2027, and upon the Stated Maturity.
Interest Record Dates: if the Notes (as defined
below) are in global form, the Business Day immediately preceding each Interest Payment Date and if the Notes are in certificated form,
the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “Regular
Record Date”).
Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and
referred to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
7.350% Series C Junior Subordinated Notes due 2056
1. Interest
and Subordination.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid,
from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as
the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest semi-annually in arrears
on each Interest Payment Date, beginning on April 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated Maturity or
other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest will
be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that payment
for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that
payment on the next succeeding Business Day. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
The Issuers shall pay interest on overdue principal
from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts are paid or made available for
payment. So long as no event of default with respect to the Notes has occurred and is continuing, at the Issuers’ option, the Issuers
may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for a period
of up to 10 consecutive years.
This Note is a junior subordinated obligation of
the Issuers, junior and subordinated in right of payment to all Senior Indebtedness of the Issuers, and each Guarantor’s guarantee
of this Note is a junior subordinated obligation of each such Guarantor, in each case, to the extent and in the manner set forth in the
Indenture.
2. Paying
Agent.
Initially, U.S. Bank Trust Company, National Association
(the “Trustee”) will act as Paying Agent. The Issuers may change any Paying Agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 7.350% Series C Junior Subordinated
Notes due 2056 (the “Notes”) issued under the Indenture, dated as of October 6, 2026 (as amended, modified or supplemented
from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the Second Supplemental Indenture,
dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and the Trustee, as
trustee. This Note is a “Security” and the Notes are “Securities” under the Indenture.
3
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the
terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder shall register the transfer or exchange of Notes
in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture.
The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15)
days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any Note selected for redemption
in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Redemption upon a Tax Event or a Rating Agency Event.
The Notes are subject to optional redemption, special
mandatory redemption, redemption following a Tax Event and redemption following a Rating Agency Event, in each case as further described
in the Indenture. There is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default (other than an Event of Default
specified in Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture with respect to any of the Issuers or any of the Guarantors)
with respect to the Notes at the time Outstanding occurs and is continuing, then the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes may declare by written notice to the Issuers (and to the Trustee if given by Holders) the entire principal
amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately, and upon any such declaration, such
principal amount of, and all accrued and unpaid interest on, all the Notes shall become immediately due and payable. If an Event of Default
under Section 4.01(a)(iii) or Section 4.01(a)(iv) of the Indenture occurs and is continuing with respect to any Issuer or any Guarantor,
then the entire principal amount of, and all accrued and unpaid interest on, all Notes will automatically, and without any declaration
or other action on the part of the Trustee or any Holder, become immediately due and payable.
4
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name of
a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be placed
only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be Guarantors
pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under the circumstances
specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
5
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name, address and zip code)
(Insert assignee’s soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Issuers. The agent may substitute another to act for her.
Date:
Your Signature:
Sign exactly as your name appears on the other side of this
Note.
Signature
Signature Guarantee:
Signature must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
6
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global Note for certificated
Notes or a part of another Global Note have been made:
Date of Exchange
Amount of
decrease
in principal
amount
of this Global
Note
Amount of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature of
authorized
signatory of
Trustee
7
EX-4.4 — EXHIBIT 4.4
EX-4.4
Filename: tm2625144d27_ex4-4.htm · Sequence: 5
Exhibit 4.4
Execution Version
SYSCO CORPORATION
AND SYSCO HOLDINGS CORPORATION,
as Issuers,
THE GUARANTORS NAMED HEREIN,
as Guarantors,
AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 6, 2026
to
INDENTURE
Dated as of October 6, 2026
Relating to
€1,000,000,000 6.000% Junior Subordinated
Notes due 2056
TABLE OF CONTENTS
Page
Article One
Definitions
and Other Provisions of General Application
Section 1.01
References
2
Section 1.02
Definitions
2
ARTICLE TWO
GENERAL TERMS AND CONDITIONS
OF THE NOTES
Section 2.01
Designation and Principal Amount
10
Section 2.02
Maturity
10
Section 2.03
Form and Payment
10
Section 2.04
Interest
11
Section 2.05
Option to Defer Interest Payments
15
Section 2.06
Certain Limitations During an Optional Deferral Period
15
Section 2.07
Other Terms and Conditions
17
ARTICLE THREE
REDEMPTION
Section 3.01
Optional Redemption of the Notes
18
Section 3.02
Special Mandatory Redemption of the Notes
20
Section 3.03
Right to Redeem upon a Tax Deductibility Event
20
Section 3.04
Right to Redeem upon a Rating Agency Event
21
Section 3.05
Right to Redeem upon a Tax Withholding Event
21
Section 3.06
Right to Redeem upon a Substantial Repurchase Event
21
ARTICLE FOUR
ADDITIONAL COVENANTS
Section 4.01
Payment of Additional Amounts
22
Section 4.02
Issuance in Euro; Payment on the Notes
24
ARTICLE FIVE
EVENTS OF DEFAULT
Section 5.01
Events of Default
24
Section 5.02
Acceleration of Maturity; Rescission
26
Section 5.03
Application of Article V (Remedies) of Base Indenture
26
i
Section 5.04
Application of Other Provisions
of Base Indenture
26
ARTICLE SIX
MISCELLANEOUS
Section 6.01
Application of First Supplemental Indenture
27
Section 6.02
Trust Indenture Act
27
Section 6.03
Conflict with Base Indenture
27
Section 6.04
Governing Law
27
Section 6.05
Successors
27
Section 6.06
Counterparts
27
Section 6.07
Trustee Disclaimer
27
ii
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL
INDENTURE, dated as of October 6, 2026 (this “First Supplemental Indenture”), among SYSCO CORPORATION,
a Delaware corporation (“Sysco Corporation”), SYSCO HOLDINGS CORPORATION, a Delaware corporation (“Sysco
Holdings” and, together with Sysco Corporation, the “Issuers,” and each, an “Issuer”),
the INITIAL GUARANTORS named on Schedule I hereto and any other Subsidiary that provides a guarantee (each, a “Guarantor,”
and collectively, the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association,
as Trustee and Security Registrar (herein called the “Trustee”), to the Base Indenture (as defined below).
RECITALS
WHEREAS,
the Issuers and the guarantors party thereto have heretofore executed and delivered to the Trustee an Indenture, dated as of October 6,
2026 (the “Base Indenture” and, together with this First Supplemental Indenture, the “Indenture”),
providing for the issuance from time to time of their junior subordinated notes and other evidences of junior subordinated debt securities,
to be issued in one or more series as therein provided;
WHEREAS,
pursuant to the terms of the Base Indenture, on the date hereof, the Issuers desire to provide for the establishment of a series of junior
subordinated notes to be known as the 6.000% Junior Subordinated Notes due 2056 (the “Notes”), the form and substance
of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and herein;
WHEREAS,
the Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on an unsecured, subordinated
and junior basis by each of the Guarantors for the benefit of the Holders of the Notes;
WHEREAS,
the conditions set forth in the Base Indenture for the execution and delivery of this First Supplemental Indenture have been met; and
WHEREAS,
each Issuer and each Guarantor has requested and hereby requests that the Trustee join with it in the execution and delivery of this
First Supplemental Indenture, and all acts and requirements necessary to make this First Supplemental Indenture a legal, valid and binding
agreement of the parties, in accordance with its terms, and a valid supplement to, the Base Indenture with respect to the Notes have
been done and performed.
WITNESSETH:
NOW, THEREFORE,
for and in consideration of the premises contained herein, each party agrees for the benefit of each other party and for the equal and
ratable benefit of the Holders of the Notes, as follows:
Article One
Definitions and Other Provisions of General
Application
Section 1.01 References.
Capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.
References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section
numbers of this First Supplemental Indenture unless otherwise specified.
Section 1.02 Definitions.
For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows:
“Additional
Amounts” has the meaning provided in Section 4.01.
“Additional Interest” means any
interest accruing on any Deferred Interest as described in Section 2.05.
“Additional
Notes” means any additional Notes that may be issued from time to time pursuant to Section 2.01(b).
“Adjustment Spread” means either
a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent
Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or
eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be)
to Holders of the Notes as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate
(as the case may be) and is the spread, formula or methodology which:
(i) in
the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement
of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body;
(ii) in
the case of an Alternative Rate (or in the case of a Successor Rate where (i) above does not apply), is in customary market usage
in the international debt capital markets for transactions which reference the Original Reference Rate, where such rate has been replaced
by the Alternative Rate (or, as the case may be, the Successor Rate); or
(iii) if
no such recommendation or option has been made (or made available), or the Independent Adviser determines there is no such spread, formula
or methodology in customary market usage, the Independent Adviser, acting in good faith, determines to be appropriate.
2
“Alternative Rate” means, in
the absence of Successor Rate, an alternative benchmark or screen rate that the Independent Adviser determines as described herein is
in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant
component part thereof) for a commensurate interest period (if there is such a customary market usage at such time) and in the same currency
as the Notes.
“Benchmark Event” means, with
respect to the Original Reference Rate:
(i) the
Original Reference Rate ceasing to be published for a period of at least five Business Days or ceasing to exist;
(ii) the
later of (a) the making of a public statement by the administrator of the Original Reference Rate that it will, on or before a specified
date, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has
been appointed that will continue publication of the Original Reference Rate) and (b) the date falling six months prior to the specified
date referred to in (ii)(a);
(iii) the
making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has
been permanently or indefinitely discontinued;
(iv) the
later of (a) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original
Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (b) the date falling six months
prior to the specified date referred to in (iv)(a);
(v) the
making of a public statement by the supervisor of the administrator of the Original Reference Rate that means the Original Reference
Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences, in each case within
the following six months;
(vi) it
has, or will prior to the next Reset Interest Determination Date, become unlawful for the Issuers, the party responsible for determining
the interest rate (being the Calculation Agent) or any Paying Agent to calculate any payment due to be made to any holder of a Note using
the Original Reference Rate (including, without limitation, under Regulation (EU) 2016/1011 (the “Benchmarks Regulation”),
if applicable);
(vii) that
a decision to withdraw the authorization or registration pursuant to Article 35 of the Benchmarks Regulation of any benchmark administrator
previously authorized to publish such Original Reference Rate has been adopted; or
(viii) the
making of a public statement by the supervisor of the administrator of the Original Reference Rate that, in the view of such supervisor,
such Original Reference Rate is no longer representative of an underlying market or its methodology has materially changed.
3
“Base Indenture” has the meaning
provided in the Recitals.
“Business Day” means any day
that is not a Saturday or Sunday and (i) is neither a legal holiday nor a day on which banking institutions in The City of New York,
New York, United States or the City of London, United Kingdom are authorized or required by law, regulation or executive order to close,
and (ii) a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the T2 system), or any
successor thereto, operates.
“Calculation Agent” means, at
any time, the Person appointed by the Issuers and serving as such agent with respect to the Notes at such time, which may be an Issuer
or any of its Affiliates.
“Clearstream” means Clearstream
Banking, S.A., or any successor thereto.
“Common Depositary” means any
Person acting as the Common Depositary for Euroclear and Clearstream, which initially shall be U.S. Bank Europe DAC, UK Branch until
a successor Common Depositary, if any, shall have become such, and thereafter, “Common Depositary” shall mean or include
each Person who is then a Common Depositary hereunder.
“Comparable Government Bond”
means, in relation to any Comparable Government Bond Rate calculation, the German government bond (Bundesanleihe) selected by
an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to the next
succeeding Par Call Date to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of euro-denominated corporate debt securities of a comparable maturity to the remaining term of the Notes to the
next succeeding Par Call Date.
“Comparable Government Bond Price”
means, with respect to any redemption date, (i) the arithmetic average of the Reference Government Bond Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (ii) if the Issuers
obtain fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations.
“Comparable Government Bond Rate”
means, with respect to any redemption date, the rate per annum equal to the yield to maturity, expressed as a percentage (rounded to
three decimal places, with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption, calculated
in accordance with customary financial practice in pricing new issues of comparable corporate debt securities paying interest on an annual
basis (ACTUAL/ACTUAL (ICMA)) of the Comparable Government Bond, assuming a price for the Comparable Government Bond (expressed as a percentage
of its principal amount) equal to the Comparable Government Bond Price for such redemption date.
4
“Deferred
Interest” means all or any part of the current and accrued interest otherwise due on the Notes the payment of which has been
deferred by the Issuers pursuant to Section 2.05.
“Euroclear” means Euroclear Bank
S.A./N.V., or any successor thereto.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“First Par Call Date” means July 8,
2032.
“First Reset Date” means October 6,
2032.
“First Step-Up Date” means October 6,
2037.
“First Supplemental Indenture”
has the meaning provided in the Preamble.
“Five-year Swap Rate” means,
in relation to a Reset Date and the related Reset Interest Determination Date, the mid-swap reference rate for a term of five years as
displayed on the Reset Screen Page at 11:00 a.m. (Frankfurt time) on the applicable Reset Interest Determination Date. In the
event that such rate does not appear on the Reset Screen Page on the relevant Reset Interest Determination Date at approximately
that time, the Five-year Swap Rate will be the Reset Reference Bank Rate. If the Reset Reference Bank Rate is unavailable or the Calculation
Agent determines that no Reference Bank is providing offered quotations, the Five-year Swap Rate will be equal to the last Five-year
Swap Rate available on the Reset Screen Page as determined by the Calculation Agent.
“Guarantor” has the meaning provided
in the Preamble.
“Indenture” has the meaning provided
in the Recitals.
“Independent Adviser” means an
independent financial institution of international repute or an independent adviser of recognized standing with appropriate expertise,
appointed by the Issuers at their own expense as described herein.
“Independent
Investment Banker” means one of the Reference Government Bond Dealers selected by the Issuers.
“Initial Interest Rate” means
6.000% per annum.
“Initial Margin” means 2.554%.
“Initial
Notes” means the aggregate principal amount of the Notes issued on the date hereof, as specified in Section 2.01.
“Interest
Payment Date” has the meaning provided in Section 2.04.
“JRD Acquisition Transactions”
means the mergers and the other transactions contemplated under the Merger Agreement.
5
“Make-Whole Spread” means 0.450%.
“Market Exchange Rate” means,
with respect to the conversion of euro into U.S. dollars on any date, the rate mandated by the U.S. Federal Reserve Board as of the close
of business on the second Business Day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated
a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or
prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street Journal has not published
such exchange rate, the rate determined by the Issuers in their sole discretion on the basis of the most recently available market U.S.
dollar/euro exchange rate.
“Merger Agreement” means the
Agreement and Plan of Merger, dated as of March 30, 2026, as may be amended from time to time, by and among Sysco Corporation, Sysco
Holdings, Slider Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 2, Inc.,
a Delaware corporation and wholly-owned subsidiary of Sysco Holdings, Slider Merger Sub 3, LLC, a Delaware limited liability company
and wholly-owned subsidiary of Sysco Holdings, JRD Unico, Inc., a Delaware corporation, Warehouse Realty, LLC, a Delaware limited
liability company, and Ki Atlantic Holdings Limited (as holder representative).
“Mid-Swap Rate Quotations” means,
in relation to any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on a 30/360 day
count basis) of a fixed-for-floating interest rate swap in euro which (i) has a term equal to the relevant Reset Period, (ii) is
in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of
good credit in the swap market, and (iii) has a floating leg based on the 6-month EURIBOR rate (calculated on an Act/360 day count
basis).
“Notes” has the meaning provided
in the Recitals. For the avoidance of doubt, “Notes” shall include any Additional Notes.
“Optional Deferral Period” has
the meaning provided in Section 2.05.
“Par Call
Date” has the meaning provided in Section 3.01(c).
“Rating Agency” means any nationally
recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (or any successor provision
thereto) that then publishes a rating for the Parent Entity, together with any successor thereto.
“Rating Agency Event” means,
as of any date, a change, clarification or amendment in the methodology in assigning equity credit to securities such as the Notes published
by any Rating Agency, (a) as such methodology was in effect on September 22, 2026, in the case of any Rating Agency that published
a rating for the Issuers as of September 22, 2026, or (b) as such methodology was in effect on the date such Rating Agency
first published a rating for the Issuers, in the case of any Rating Agency that first publishes a rating for the Issuers after September 22,
2026 (in the case of either clause (a) or (b), the “current methodology”), that results in (i) any shortening
of the length of time for which a particular level of equity credit pertaining to the Notes by such Rating Agency would have been in
effect had the current methodology not been changed or (ii) a lower equity credit (including up to a lesser amount) being assigned
by such Rating Agency to the Notes as of the date of such change, clarification or amendment than the equity credit that would have been
assigned to the Notes by such Rating Agency had the current methodology not been changed.
6
“Reference Bank” means a leading
swap dealer in the interbank market selected by the Issuers in consultation with the Calculation Agent.
“Reference Government Bond Dealer”
means (i) each of Goldman Sachs & Co. LLC, TD Global Finance unlimited company, Merrill Lynch International, J.P. Morgan
Securities plc and Wells Fargo Securities International Limited or any of their affiliates that are primary European government securities
dealers, and their respective successors; provided that if any of the foregoing or any of their affiliates shall cease to be a primary
European government securities dealer (“Primary Dealer”), the Issuers shall substitute therefor another Primary Dealer and
(ii) two other Primary Dealers selected by the Issuers.
“Reference Government Bond Dealer Quotations”
means, with respect to each Reference Government Bond Dealer and any redemption date, the arithmetic average, as determined by the Issuers,
of the bid and asked prices for the Comparable Government Bond (expressed in each case as a percentage of its principal amount) quoted
in writing to the Issuers by such Reference Government Bond Dealer at 11:00 a.m., Central European Time (CET), on the third Business
Day preceding such redemption date.
“Relevant Nominating Body” means,
in respect of a benchmark or screen rate (as applicable):
(i) the
central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
(ii) any
working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank
for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority
which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned
central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“Remaining Scheduled Payments”
means, with respect to any Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would
be due after the related Redemption Date but for such redemption as if such Note matured on the applicable Par Call Date; provided,
however, that, if such Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next succeeding
scheduled interest payment thereon will be deemed to be reduced (solely for the purposes of this calculation) by the amount of interest
accrued thereon to such Redemption Date.
“Reset Date” means the First
Reset Date and October 6 of every fifth year thereafter.
7
“Reset Interest Determination Date”
means, in respect of any Reset Period, the day falling two Business Days prior to the first day of such Reset Period.
“Reset Period” means the period
from, and including, the Reset Date, to, but excluding, the next following Reset Date, and thereafter each period from, and including,
a Reset Date, to, but excluding, the next following Reset Date.
“Reset Reference Bank Rate” means
the percentage rate determined on the basis of the Mid-Swap Rate Quotations for a term of five years provided by at least four Reference
Banks to the Calculation Agent at approximately 11:00 a.m. (Frankfurt time) on the Reset Interest Determination Date. If at least
three quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations, eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If two
quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the quotations. If one quotation is provided, the
Reset Reference Bank Rate will be such quotation.
“Reset Screen Page” means Reuters
screen “ICESWAP2 / EURFIXA” (or such other page as may replace such page on Reuters or such other page as
may be determined by the Issuers in consultation with the Calculation Agent for the purposes of displaying comparable rates).
“Second Step-Up Date” means October 6,
2052.
“Special Mandatory Redemption Date”
means any Business Day that is no later than the 10th Business Day following the date of any Special Mandatory Redemption
Event, which will be specified in the notice of special mandatory redemption sent to Holders of the Notes.
“Special Mandatory Redemption Event”
means the earliest to occur of: (i) the consummation of the JRD Acquisition Transactions does not occur on or prior to (a) March 30,
2028 or (b) any later date as the parties to the Merger Agreement may agree, (ii) Sysco Corporation notifies the Trustee in
writing that the Merger Agreement has terminated in accordance with its terms prior to the consummation of the JRD Acquisition Transactions
or (iii) Sysco Corporation notifies the Trustee in writing and publicly announces that Sysco Corporation will not pursue the consummation
of the JRD Acquisition Transactions.
“Special Mandatory Redemption Price”
means a price equal to 101% of the aggregate principal amount of the Notes being redeemed on the Special Mandatory Redemption Date, plus
accrued and unpaid interest on the principal amount of such Notes to, but excluding, the Special Mandatory Redemption Date.
“Successor Rate” means a successor
to or replacement of the Original Reference Rate that is formally recommended by any Relevant Nominating Body. If, following a Benchmark
Event, more than one successor or replacement rates are recommended by any Relevant Nominating Body, the Independent Adviser will determine,
among those successor or replacement rates, the one that is the most appropriate, taking into consideration, without limitation, the
particular features of the Notes.
8
“Substantial Repurchase Event”
means that, prior to the giving of the applicable notice of redemption, an Issuer has repurchased and cancelled Notes equal to or in
excess of 75% of the aggregate principal amount of the Initial Notes.
“Tax Deductibility Event” means,
with respect to the Notes, the Issuers have received an opinion of a nationally recognized accounting firm or counsel experienced in
such tax matters to the effect that, as a result of (a) any amendment to, clarification of, or change (including any announced prospective
change) in the laws or treaties of the United States or any of its political subdivisions or taxing authorities, or any regulations under
such laws or treaties, (b) any judicial decision or any official administrative pronouncement, ruling, regulatory procedure, notice
or announcement (including any notice or announcement of intent to issue or adopt any administrative pronouncement, ruling, regulatory
procedure or regulation), (c) any amendment to, clarification of, or change in the official position or the interpretation of any
administrative action or judicial decision or any interpretation or pronouncement that provides for a position with respect to an administrative
action or judicial decision that differs from the theretofore generally accepted position, in each case by any legislative body, court,
governmental authority or regulatory body, irrespective of the time or manner in which such amendment, clarification or change is introduced
or made known, or (d) any threatened challenge asserted in writing in connection with an audit of the Issuers or any of their subsidiaries,
or a publicly-known threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance
of securities that are substantially similar to the Notes, which amendment, clarification, or change is effective, or which administrative
action is taken or which judicial decision, interpretation or pronouncement is issued or threatened challenge is asserted or becomes
publicly-known, in each case after September 22, 2026, there is more than an insubstantial risk that interest payable by the Issuers
on the Notes is not deductible, or within 90 days would not be deductible, in whole or in part, by the Issuers for United States Federal
income tax purposes.
“Tax Withholding Event” means
that, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United
States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official
position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or
becomes effective on or after September 22, 2026, the Issuers or a Guarantor becomes or, based upon a written opinion of independent
counsel selected by the Issuers, will become obligated to pay Additional Amounts with respect to the Notes.
“Trustee” has the meaning provided
in the Preamble.
“United States person” means
(i) any individual who is a citizen or resident of the United States of America (the “United States”) for U.S.
federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (other than a partnership that is not treated as a United States person for U.S.
federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its
source, or (iv) any trust if a U.S. court can exercise primary supervision over the administration of the trust and one or more
United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United
States person.
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Article Two
General Terms and Conditions of the Notes
Section 2.01 Designation
and Principal Amount.
(a) The
6.000% Junior Subordinated Notes due 2056 are hereby authorized and designated as a series of Securities under the Base Indenture. The
Notes may be authenticated and delivered under the Indenture in an unlimited aggregate principal amount. The Notes issued on the date
hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of €1,000,000,000. The amount shall be set
forth in the Issuer Order for the authentication and delivery of the Notes pursuant to Section 303 of the Base Indenture. The Notes
will be unsecured, junior subordinated obligations of the Issuers and will rank equally in right of payment with all of the Issuers’
other existing and future unsecured, junior subordinated indebtedness from time to time outstanding that ranks equally in right of payment
with the Notes, and will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers to the extent and in
the manner provided in Article XVII (Subordination of Securities and Guarantees) of the Base Indenture.
(b) The
Issuers may from time to time, without notice to or the consent of the Holders of the Notes, create and issue Additional Notes ranking
equally and ratably with the Notes in all respects, or in all respects except for the payment of interest accruing prior to the issue
date or except for the first payment of interest following the issue date of such Additional Notes; provided that if such Additional
Notes are not fungible for U.S. federal income tax purposes with the Notes, such Additional Notes will have a different “CUSIP”,
“ISIN”, “Common Code” and/or any other identifying number. Such Additional Notes will have the same terms as
to status, redemption or otherwise as the Notes, and will vote together as one class on all matters with respect to the Notes.
Section 2.02 Maturity.
Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable, together with any accrued
and unpaid interest thereon, on October 6, 2056. If the maturity date of the Notes falls on a day that is not a Business Day, payment
of principal, premium, if any, and interest for the Notes then due will be paid on the next succeeding Business Day. No interest on that
payment will accrue from and after the maturity date.
Section 2.03 Form and
Payment.
(a) The
Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the form of Exhibit A,
which form is hereby incorporated in and made a part of this First Supplemental Indenture.
(b) The
terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture,
and the Issuers and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms
and provisions and to be bound thereby.
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(c) The
Notes will be issued in the form of one or more Global Notes in registered form, without interest coupons and only in minimum denominations
of €100,000 in principal amount and any integral multiples of €1,000 in excess thereof. The Global Notes representing the Notes
will be deposited with, or on behalf of, the Common Depositary and will be registered in the name of the Common Depositary or a nominee
of the Common Depositary. No Global Note may be transferred except as a whole by a nominee of the Common Depositary to the Common Depositary
or to another nominee of the Common Depositary, or by the Common Depositary or such nominee to a successor of the Common Depositary or
a nominee of such successor.
(d) Additional
provisions relating to the Initial Notes, Additional Notes and any other Notes issued under this First Supplemental Indenture are set
forth in Appendix A, which is hereby incorporated in and made a part of this First Supplemental Indenture.
Section 2.04 Interest.
(a) Interest
on the Notes will be payable annually in arrears on October 6 of each year, beginning on October 6, 2027 (each, an “Interest
Payment Date”). Interest on the Notes shall accrue:
(i) from,
and including, the original issuance date to, but excluding, the First Reset Date, at the Initial Interest Rate;
(ii) from,
and including, the First Reset Date, to, but excluding, the First Step-Up Date, at a rate per annum equal to the Five-year Swap Rate
as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin;
(iii) during
each Reset Period, from, and including, the First Step-Up Date to, but excluding, the Second Step-Up Date, and each Reset Period thereafter,
at a rate per annum equal to the Five-year Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the
Initial Margin plus 0.250%; and
(iv) during
each Reset Period, from, and including, the Second Step-Up Date, and each Reset Period thereafter, at a rate per annum equal to the Five-year
Swap Rate as of the Reset Interest Determination Date for such Reset Period plus the Initial Margin plus 1.000%;
provided that, the interest rate during any Reset Period will not
reset below zero.
(b) Subject
to the Issuers’ right to defer interest payments pursuant to Section 2.05, interest on the Notes
will be payable to the Holders in whose names the Notes are registered at the close of business on the applicable record date. So long
as the Notes remain in book-entry only form, the record date for each Interest Payment Date will be the close of business on the Business
Day immediately preceding the applicable Interest Payment Date. If the Notes are not in book-entry only form, the record date for each
Interest Payment Date will be the close of business on the fifteenth calendar day (whether or not a Business Day) immediately preceding
the applicable Interest Payment Date.
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(c) The
applicable interest rate for each Reset Period will be determined by the Calculation Agent, as of the applicable Reset Interest Determination
Date. Unless the Issuers have validly called all of the Outstanding Notes for redemption on a Redemption Date occurring on or prior to
the Reset Date, the Issuers will appoint a Calculation Agent for the Notes prior to the Reset Interest Determination Date immediately
preceding such Reset Date; provided that, if the Issuers have called all of the Outstanding Notes for redemption on a Redemption Date
occurring on or prior to a Reset Date, but the Issuers do not redeem all of the Outstanding Notes on such Redemption Date, the Issuers
will appoint a Calculation Agent for the Notes as promptly as practicable after such proposed Redemption Date. The Issuers may terminate
any such appointment and may appoint a successor Calculation Agent at any time and from time to time (so long as there will always be
a Calculation Agent in respect of the Notes when so required). Promptly upon such determination, the Calculation Agent will notify the
Issuers of the interest rate for the Reset Period, and the Issuers will promptly notify, or cause the Calculation Agent to promptly notify,
the Trustee and each Paying Agent of such interest rate. The Calculation Agent’s determination of any interest rate, and its calculation
of the amount of interest for any Reset Period, will be final and binding in the absence of manifest error. The Calculation Agent’s
determination of any interest rate, and its calculation of the amount of interest for any Reset Period beginning on or after a Reset
Date for the Notes will be on file at the Issuers’ principal offices and will be made available to any Holder or beneficial owner
of the Notes upon request.
(d) Interest
on the Notes will accrue from and including October 6, 2026 to, but excluding, the first Interest Payment Date and then from and
including the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the
next Interest Payment Date, Redemption Date or maturity date, as the case may be. Interest on the Notes shall be calculated on the basis
of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the
last date on which interest was paid on the Notes (or October 6, 2026 if no interest has been paid on the Notes), to but excluding
the next scheduled Interest Payment Date (ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the International Capital Market Association).
If any Interest Payment Date or other payment date, Redemption Date or maturity date for the Notes is not a Business Day, then payment
of principal, premium, if any, and interest shall be made on the next succeeding Business Day with the same force and effect as if made
on the date such payment was due, and no interest on such payment shall accrue on that payment for the period from and after that Interest
Payment Date or other payment date, Redemption Date or maturity date, as the case may be, to the date of that payment on the next succeeding
Business Day.
(e) All
references in the Indenture to the payment of accrued and unpaid interest thereon to, but excluding, a certain date shall be subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date except that,
if the Redemption Date for any Notes falls on any day during an Optional Deferral Period, accrued and unpaid interest on the Notes to
be redeemed will be paid on such Redemption Date to the Holders entitled to receive the Redemption Price of such Notes.
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(f) If
a Benchmark Event occurs in relation to the Five-year Swap Rate or any component part thereof (the “Original Reference Rate”)
when any interest rate with respect to the Notes remains to be determined by reference to the Original Reference Rate, the Issuers shall
use reasonable efforts to appoint an Independent Adviser, as soon as reasonably practicable (provided that such appointment need not
be made effective earlier than 30 days prior to the first date on which the Original Reference Rate is to be used to determine any interest
rate), to determine a Successor Rate, or, in the absence of a Successor Rate, an Alternative Rate, and, in either case, an Adjustment
Spread and any Benchmark Conforming Changes. In making such determination, the Independent Adviser shall act in good faith and in a commercially
reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the
Issuers, the Paying Agent or the Holders of the Notes for any determination made by it and for any advice given to the Issuers in connection
with any determination made by it.
(i) If
the Independent Adviser determines in good faith that:
(1) there
is a Successor Rate, then such Successor Rate shall (subject to application of the Adjustment Spread provisions described below) subsequently
be used in place of the Original Reference Rate to determine the relevant interest rate (or the relevant component part(s) thereof)
for all relevant future payments of interest on the Notes (subject to the further operation of the provisions of this Section 2.04(f));
or
(2) there
is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to the application of the Adjustment
Spread provisions described below) subsequently be used in place of the Original Reference Rate to determine the relevant interest rate
(or the relevant component part(s) thereof) for all relevant future payments of interest on the Notes (subject to the further operation
of the provisions of this Section 2.04(f)).
(ii) If
the Independent Adviser determines in good faith (i) that an Adjustment Spread is required to be applied to the Successor Rate or
the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment
Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as the case may be) for each subsequent
determination of a relevant interest rate (or a relevant component part thereof) by reference to such Successor Rate or Alternative Rate
(as applicable). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such
Adjustment Spread, then the Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread.
(iii) If
any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with the provisions described in this Section 2.04(f) and
the Independent Adviser determines in good faith (A) that amendments to the terms and conditions of the Notes are strictly necessary
to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the “Benchmark
Conforming Changes”) and (B) the terms of the Benchmark Conforming Changes, then the Issuers shall, subject to giving
notice thereof, without any requirement for the consent or approval of Holders of the Notes, vary the terms and conditions of the Notes
to give effect to such Benchmark Conforming Changes with effect from the date specified in such notice. In connection with any such variation
in the terms and conditions of the Notes, the Issuers shall comply with applicable laws and the rules of any stock exchange on which
the Notes are for the time being listed or admitted to trading.
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(iv) The
Issuers will promptly notify the Trustee, the Calculation Agent, the Paying Agent and the Holders of the Notes of any Successor Rate,
Alternative Rate, Adjustment Spread and Benchmark Conforming Changes.
(v) Notwithstanding
any other provision of this Section 2.04(f), no Successor Rate or Alternative Rate will be adopted, nor will the applicable
Adjustment Spread be applied, nor will any other related Benchmark Conforming Changes be made, if and to the extent that, in the determination
of the Issuers, the same could reasonably be expected to (x) result in a reduction of the amount of “equity credit”
assigned to the Notes by any rating agency when compared to the “equity credit” assigned to the Notes immediately prior to
the occurrence of the relevant Benchmark Event from such rating agency or (y) otherwise prejudice the eligibility of the Notes for
“equity credit” from any rating agency.
(vi) If,
following the occurrence of a Benchmark Event and in relation to the determination of the interest rate on the immediately following
any Reset Interest Determination Date, no Independent Adviser has been appointed, no Successor Rate or Alternative Rate (as applicable)
is determined by the Independent Adviser or no Successor Rate or Alternative Rate is adopted in accordance with the provisions of this
Section 2.04(f), the Five-year Swap Rate will continue to apply for the purpose of determining
such interest rate on such Reset Interest Determination Date and will be equal to the last Five-year Swap Rate available on the Reset
Screen Page as determined by the Calculation Agent; provided that, the interest rate during any Reset Period will not reset below
zero.
(vii) In
no event shall the trustee, the Calculation Agent or Paying Agent be responsible for determining any substitute for the Five-year Swap
Rate, for determining whether a Benchmark Event has occurred or for making any adjustments to any alternative benchmark or spread thereon
or any other relevant methodology for calculating any such substitute or successor rate.
(viii) Any
determination, decision or election that may be made by the Issuers or their designated Independent Adviser pursuant to this Section 2.04(f) including
any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or
date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error,
will be made in the Issuers’ or their designated Independent Adviser’s sole discretion and, notwithstanding anything to the
contrary in any documentation relating to the Notes, shall become effective without consent from the Holders of the Notes or any other
party. None of the Trustee, the Calculation Agent, the Paying Agent or the Common Depositary will have any liability for any determination
made by or on behalf of the Issuers or their designated Independent Adviser in connection with a Benchmark Event.
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Section 2.05 Option
to Defer Interest Payments.
(a) So
long as no Event of Default with respect to the Notes has occurred and is continuing, the Issuers shall have the right, at any time and
from time to time, to defer the payment of interest on the Notes for one or more consecutive interest periods that do not exceed ten
(10) consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made
on the Notes, an “Optional Deferral Period”), provided that no Optional Deferral Period shall extend beyond
the maturity date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Notes
and that no Optional Deferral Period shall end on a date other than an Interest Payment Date. The Issuers shall not pay any current interest
during an Optional Deferral Period. If the Issuers have paid all Deferred Interest and any Additional Interest on the Notes, the Issuers
shall have the right to elect to begin a new Optional Deferral Period with respect to the Notes pursuant to this Section 2.05.
The Issuers may also elect, at their option, to shorten or extend the length of any Optional Deferral Period.
(b) At
the end of any Optional Deferral Period, the Issuers shall pay all Deferred Interest and Additional Interest on the Notes to the Holders
in whose names the Notes are registered in the Security Register at the close of business on the regular record date with respect to
the Interest Payment Date at the end of such Optional Deferral Period. For the avoidance of doubt, the Interest Payment Date falling
immediately after the last day of an Optional Deferral Period will not be deemed to fall on a day during such Optional Deferral Period.
(c) Any
Deferred Interest on the Notes will accrue Additional Interest at a rate equal to the interest rate then applicable to such Notes, to
the extent permitted by applicable law.
(d) The
Issuers will give written notice of their election to commence or continue any Optional Deferral Period to the Trustee at least five
Business Days before the first Interest Payment Date of such Optional Deferral Period, and the Trustee shall forward such written notice
to the Holders of the Notes at each Holder’s address appearing in the Security Register electronically, by mail or otherwise in
accordance with the procedures of the Common Depositary. The Issuers’ failure to pay interest on any Interest Payment Date with
respect to the Notes will constitute the commencement of an Optional Deferral Period with respect to the Notes unless the Issuers pay
such interest within five Business Days after the relevant Interest Payment Date, whether or not the Issuers provide a written notice
of their election to commence any Optional Deferral Period.
(e) The
provisions of Section 307(a) of the Base Indenture related to Defaulted Interest shall not apply to the Notes during an Optional
Deferral Period.
Section 2.06 Certain
Limitations During an Optional Deferral Period.
So long as any Notes remain Outstanding, during
an Optional Deferral Period, each Issuer and each Guarantor will not do any of the following:
(a) declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, the capital stock
of an Issuer;
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(b) make
any payment of principal, interest or premium, if any, on, or repay, purchase or redeem, any debt securities of an Issuer or a Guarantor
that rank equally with, or junior to, the Notes or the Guarantees in right of payment (including debt securities of other series issued
under the Indenture); or
(c) make
any payments with respect to any guarantee by an Issuer or any Guarantor of any Indebtedness if such guarantee ranks equally with, or
junior to, the Notes or the Guarantees in right of payment.
The foregoing restrictions, however, will not apply
to each of the following:
(i) purchases,
redemptions or other acquisitions of the capital stock of an Issuer or a Guarantor in connection with: (1) any employment contract,
benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants, agents
or independent contractors of an Issuer, a Guarantor or any of their subsidiaries or affiliates, (2) the satisfaction of an Issuer’s
or a Guarantor’s obligations pursuant to any contract or security entered into prior to the beginning of such Optional Deferral
Period either (x) in the ordinary course of business or (y) other than in anticipation of the commencement of the Optional
Deferral Period, or (3) a dividend reinvestment or shareholder purchase plan;
(ii) any
payment, dividend, distribution, purchase, repurchase, redemption, other acquisition, exchange, conversion or declaration of a dividend
or distribution as a result of any reclassification of an Issuer’s or a Guarantor’s capital stock;
(iii) any
exchange, redemption or conversion of any class or series of an Issuer’s or a Guarantor’s capital stock, or the capital stock
of an Issuer’s Subsidiary or a Guarantor’s Subsidiary, for any other class or series of an Issuer’s or a Guarantor’s
capital stock, or of any class or series of Indebtedness of an Issuer or a Guarantor for any class or series of an Issuer’s or
a Guarantor’s capital stock;
(iv) any
purchase, redemption or other acquisition of fractional interests in shares of an Issuer’s or a Guarantor’s capital stock
pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged, or in connection
with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification
or similar transaction;
(v) any
declaration of a dividend or distribution in connection with any shareholder rights plan, or the issuance of rights, stock or other property
under any shareholder rights plan, or the redemption, exchange or purchase of rights pursuant thereto;
(vi) any
payment, dividend or distribution made in an Issuer’s or a Guarantor’s capital stock (or rights to acquire an Issuer’s
or a Guarantor’s capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or
exchange of capital stock (or of securities convertible into or exchangeable for shares of an Issuer’s or a Guarantor’s capital
stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest
is deferred;
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(vii) any
payments on the Notes, and any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated
notes or other debt securities, or any guarantees of any of the foregoing, in each case that rank equal in right of payment to the Notes
and the Guarantees, made pro rata to the amounts due on such Indebtedness, so long as the amount of payments made on account of such
securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full
payment to which each series of such securities and guarantees is then entitled if paid in full;
(viii) any
payment on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause an Issuer or any Guarantor to
breach the terms of the instrument governing such parity securities; or
(ix) any
regularly scheduled dividend or distribution payments declared prior to the date that the applicable Optional Deferral Period commences.
Section 2.07 Other
Terms and Conditions.
(a) The
Notes are not subject to a sinking fund.
(b) The
Defeasance and Covenant Defeasance provisions of Article XIV (Defeasance and Covenant Defeasance) of the Base Indenture will apply
to the Notes, and the covenants set forth in Article Four shall be subject to the provisions of Section 1403 of the Base Indenture.
(c) The
provisions of Article IV (Satisfaction and Discharge) of the Base Indenture will apply to the Notes.
(d) The
Notes will be guaranteed by each of the Guarantors on an unsecured, subordinated and junior basis pursuant to and on the terms set forth
in Article XV of the Base Indenture. Each Guarantor hereby agrees that the Guarantee of such Guarantor set forth in the Base Indenture
will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of its Guarantee.
(e) The
Notes and the Guarantees will be subordinate and junior in right of payment to all Senior Indebtedness of the Issuers and the Guarantors,
respectively, to the extent and in the manner provided in Article XVII (Subordination of Securities and Guarantees) of the Base
Indenture.
(f) The
Notes will be subject to the Events of Default set forth in Article Five, in lieu of the Events of Default set forth in Section 501
of the Base Indenture, which shall not apply to the Notes.
(g) The
Trustee will initially be the Security Registrar for the Notes.
(h) The
Notes will be subject to the covenants provided in Article X (Covenants) of the Base Indenture as supplemented by Article Four.
17
(i) The
Place of Payment for the Notes and the place where notices and demand to or upon the Issuers in respect of the Notes and the Indenture
may be served, shall be 125 Old Broad Street, Fifth Floor, London, EC2N 1AR, United Kingdom.
(j) Each
Holder and beneficial owner of the Notes, by accepting the Notes or a beneficial interest therein, will be deemed to have agreed that
such Holder or beneficial owner intends that the Notes constitute debt and will treat the Notes as debt for United States federal, state
and local tax purposes.
Article Three
Redemption
Section 3.01 Optional
Redemption of the Notes.
(a) Subject
to Section 6.03, the provisions of Article XI (Redemption of Securities) of the Base Indenture, as
supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
(b) The
Notes will be redeemable at the Issuers’ option, in whole but not in part, at any time and from time to time on any day other than
a Par Call Date, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the
greater of:
(1) (a) the
sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes to be redeemed discounted to the
Redemption Date (assuming the Notes matured on the applicable Par Call Date) on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable
Government Bond Rate plus the Make-Whole Spread for such Notes, less (b) unpaid interest accrued to, but excluding, the Redemption
Date, and
(2) 100%
of the principal amount of the Notes to be redeemed,
plus, in either
case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.
(c) The
Issuers may redeem the Notes, in whole or in part, on one or more occasions, at a Redemption Price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, (i) on any
date during the period commencing on the First Par Call Date and ending on, and including, the First Reset Date, and (ii) thereafter,
on any Interest Payment Date for the Notes (each such date, a “Par Call Date”).
(d) On
and after any Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption,
unless the Issuers default in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption
Date, the Issuers shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Redemption Price of the Notes to be redeemed
on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than
all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Common Depositary,
Euroclear and Clearstream; provided, however, that in no event shall Notes of a principal amount of €100,000 or less
be redeemed in part, and any Note redeemed in part must remain outstanding in a principal amount of at least €100,000.
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(e) Notice
of any redemption shall be electronically delivered, mailed or otherwise given in accordance with the procedures of the Common Depositary
at least 10 days but not more than 60 days (or, in the case of a redemption following a Tax Withholding Event, not more than 90 days)
before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the
formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice
is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated
as described above in clause (1) or (2) of Section 3.01(b), as applicable, shall be set forth in an Officer’s
Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given
as provided in the Base Indenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at
the applicable Redemption Price, plus accrued and unpaid interest, if any, to but excluding, the Redemption Date.
(f) Notice
of any redemption of the Notes in connection with a corporate transaction that is pending (including an equity offering or an incurrence
of indebtedness), may, at the Issuers’ discretion, be given subject to one or more conditions precedent, including, but not limited
to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice
shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been
satisfied or otherwise waived by the Redemption Date. The Issuers will notify Holders of any such rescission as soon as practicable after
the Issuers determine that they will not be able to satisfy or otherwise waive such condition precedent. Once notice of redemption is
mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption
will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if
any, to, but excluding, the Redemption Date.
(g) The
Issuers’ actions and determinations in determining any Redemption Price shall be conclusive and binding for all purposes, absent
manifest error. The Trustee shall have no responsibility for any calculation or determination in respect of any Redemption Price of any
Note, or any component thereof, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate
from each of the Issuers that states such Redemption Price.
(h) If
the Redemption Date for any Notes falls on a day that is not a Business Day, the Redemption Price for such Notes will be paid on the
next succeeding Business Day.
19
Section 3.02 Special
Mandatory Redemption of the Notes.
(a) If
a Special Mandatory Redemption Event occurs, then the Issuers will redeem all of the Outstanding Notes on the Special Mandatory Redemption
Date at the Special Mandatory Redemption Price.
(b) The
Issuers will cause a notice of Special Mandatory Redemption Event to be electronically delivered or mailed to the Trustee and electronically
delivered, mailed or otherwise given in accordance with the procedures of the Common Depositary to each Holder of record of the Notes
to be redeemed, with a copy to the Trustee, no later than the fifth Business Day following the occurrence of a Special Mandatory Redemption
Event, which shall provide for the redemption of the Notes subject to mandatory redemption upon the occurrence of a Special Mandatory
Redemption Event on the Special Mandatory Redemption Date. At the Issuers’ request, and expense, the Trustee shall deliver a notice
of Special Mandatory Redemption to the Holders of the Notes; provided such request is accompanied by the notice of Special Mandatory
Redemption to be given.
(c) Upon
the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption
Date with the Trustee or the Paying Agent by no later than 10:00 a.m., London time, on such Special Mandatory Redemption Date, then,
on and after such Special Mandatory Redemption Date, the Notes will cease to bear interest and all rights under such Notes shall terminate.
(d) The
notice of a Special Mandatory Redemption Event shall state:
(i) the
Special Mandatory Redemption Date;
(ii) the
Special Mandatory Redemption Price;
(iii) that
on the Special Mandatory Redemption Date, the Special Mandatory Redemption Price shall become due and payable; and
(iv) that
the Notes shall cease to bear interest on and after the Special Mandatory Redemption Date.
(e) The
Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption Event or the
Special Mandatory Redemption Price, or any component thereof, and shall be entitled to receive, and fully protected in relying upon,
an Officer’s Certificate from the Issuers that states the occurrence of such Special Mandatory Redemption Event and such Special
Mandatory Redemption Price.
Section 3.03 Right
to Redeem upon a Tax Deductibility Event. The Issuers may redeem the Notes in whole but not in part, at a Redemption Price equal
to (i) 101% of the principal amount, if the Redemption Date is prior to the First Par Call Date or (ii) 100% of the principal
amount, if the Redemption Date is on or after the First Par Call Date, plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date, at any time following the occurrence of a Tax Deductibility Event. The Issuers shall deliver to the Trustee an Officer’s
Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail the facts constituting
the basis therefor, together with the opinion referred to in the definition of “Tax Deductibility Event,” and the Trustee
shall be entitled to rely conclusively upon such Officer’s Certificate and opinion. The procedures for redemptions set forth in
Section 3.01 will apply to any redemption pursuant to this Section 3.03.
20
Section 3.04 Right
to Redeem upon a Rating Agency Event. The Issuers may redeem the Notes, in whole but not in part, at a Redemption Price equal to
(i) 101% of the principal amount, if the Redemption Date is prior to the First Par Call Date or (ii) 100% of the principal
amount, if the Redemption Date is on or after the First Par Call Date, plus accrued and unpaid interest, if any, to, but excluding,
the Redemption Date, within 120 days following the occurrence of a Rating Agency Event. The Issuers shall deliver to the Trustee an Officer’s
Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable detail the facts constituting
the basis therefor, and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate. The procedures for
redemptions set forth in Section 3.01 will apply to any redemption pursuant to this Section 3.04.
Section 3.05 Right
to Redeem upon a Tax Withholding Event. Upon the occurrence of a Tax Withholding Event, the Issuers may redeem the Notes, in whole
but not in part, on not less than 10 nor more than 90 days’ prior notice, at a Redemption Price equal to 100% of the principal
amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Issuers shall deliver
to the Trustee an Officer’s Certificate stating that the Issuers are entitled to effect such redemption and setting forth in reasonable
detail the facts constituting the basis therefor, together with the written opinion of independent counsel referred to in the definition
of “Tax Withholding Event,” and the Trustee shall be entitled to rely conclusively upon such Officer’s Certificate
and opinion. The procedures for redemptions set forth in Section 3.01 will apply to any redemption pursuant to this
Section 3.05.
Section 3.06 Right
to Redeem upon a Substantial Repurchase Event. If a Substantial Repurchase Event has occurred, the Issuers may redeem the Notes in
whole but not in part, at any time on not less than 10 nor more than 60 days’ notice to the Holders, at a Redemption Price equal
to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
The Issuers shall deliver to the Trustee an Officer’s Certificate stating that a Substantial Repurchase Event has occurred and
that the Issuers are entitled to effect such redemption, and the Trustee shall be entitled to rely conclusively upon such Officer’s
Certificate. The procedures for redemptions set forth in Section 3.01 will apply to any redemption pursuant to this
Section 3.06.
21
Article Four
Additional Covenants
Section 4.01 Payment
of Additional Amounts.
(a) The
Issuers or the relevant Guarantor, as applicable, will, subject to the exceptions and limitations set forth below, pay as additional
interest on the Notes or the Guarantees such additional amounts (“Additional Amounts”) as are necessary in order that
the net payment by the Issuers (or the relevant Guarantor) or a Paying Agent of the principal of, premium, if any, and interest with
respect to the Notes or the Guarantees to a beneficial owner that is not a United States person, after withholding or deduction for any
present or future tax, assessment or other governmental charge imposed by the United States or a taxing authority in the United States,
will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts shall not apply to:
(i) any
tax, assessment or other governmental charge that would not have been imposed but for the Holder, a fiduciary, settlor, beneficiary,
member or shareholder of the Holder, or a person holding a power over an estate or trust administered by a fiduciary Holder, being treated
as:
(1) being
or having been present in, or engaged in a trade or business in, the United States, being treated as having been present in, or engaged
in a trade or business in, the United States, or having or having had a permanent establishment in the United States;
(2) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been
a citizen or resident of the United States or treated as being or having been a resident thereof;
(3) being
or having been a personal holding company, a passive foreign investment company, a foreign controlled foreign corporation or a controlled
foreign corporation for U.S. federal income tax purposes, a foreign tax exempt organization, or a corporation that has accumulated earnings
to avoid United States federal income tax;
(4) being
or having been a “10-percent shareholder,” as defined in section 871(h)(3) of the United States Internal Revenue Code
of 1986, as amended (the “Code”), or any successor provision, of an Issuer; or
(5) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business, within the meaning of section 881(c)(3) of the Code or any successor provision;
(ii) any
Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of
the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) any
tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to
comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection
with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United
States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition
to exemption from such tax, assessment or other governmental charge;
22
(iv) any
tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuers or a Paying Agent from the
payment;
(v) any
estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(vi) any
tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any note, where
presentation is required, for payment on a date more than 10 days after the date on which payment became due and payable or the date
on which payment thereof is duly provided for, whichever occurs later;
(vii) any
U.S. federal backup withholding tax under Section 3406 of the Code;
(viii) any
tax, assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to Sections 1471
through 1474 of the Code (or any amended or successor version of such Sections that is substantively comparable and not materially more
onerous to comply with), any Treasury regulations promulgated thereunder, or any other official interpretations thereof (collectively,
“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law,
regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of
FATCA;
(ix) any
tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(x) any
tax, assessment or other governmental charge imposed by reason of the failure of the beneficial owner to fulfill the statement requirements
of Section 871(h) or Section 881(c) of the Code;
(xi) any
tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor provisions); or
(xii) in
the case of any combination of items (i) through (xi).
(b) All
references in this First Supplemental Indenture or the Notes to the payment of principal, premium, if any, or interest on the Notes shall
be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be
payable.
(c) The
Trustee and each Paying Agent shall be entitled to deduct or withhold from any payment on the Notes any amounts required by applicable
law, and shall have no obligation to determine, calculate or verify any Additional Amounts, and shall be entitled to receive, and fully
protected in relying upon, an Officer’s Certificate from the Issuers setting forth any Additional Amounts payable and the calculation
thereof.
23
Section 4.02 Issuance
in Euro; Payment on the Notes.
(a) All
payments of principal of, the Redemption Price (if any), and interest and Additional Amounts (if any) on the Notes will be payable in
euro, subject to Section 4.02(b).
(b) If
the euro is not available to the Issuers due to the imposition of exchange controls or other circumstances beyond the Issuers’
control or if a Conversion Event occurs with respect to euro, then all payments in respect of the Notes will be made in U.S. dollars
until the euro is once again available to the Issuers. In such circumstances, the amount payable on any date in euro will be converted
into U.S. dollars at the Market Exchange Rate.
(c) Any
payment in respect of the Notes made in U.S. dollars in accordance with Section 4.02(b) will not constitute an Event
of Default under the Notes or the Indenture.
(d) All
determinations made by the Issuers under this Section 4.02 will be at the Issuers’ sole discretion
and, in the absence of manifest error, will be conclusive for all purposes and binding on the Holders of the Notes. Neither the Trustee
nor any Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing.
Article Five
Events of Default
Section 5.01 Events
of Default.
(a) Solely
with respect to the Notes and not to any other series of Securities issued under the Base Indenture, an “Event of Default”
with respect to the Notes means any one of the following events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body), in lieu of the Events of Default set forth in Section 501 of the Base Indenture,
which shall not apply to the Notes:
(i) default
in the payment of all or any part of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at Maturity,
upon acceleration, redemption or otherwise;
(ii) default
in the payment of interest, Deferred Interest or Additional Interest, if any, on the Notes when the same becomes due and payable, after
taking into account any Optional Deferral Period, and such default continues for a period of 30 days; provided, that a failure
to pay interest during a valid Optional Deferral Period for the Notes (to the extent and for so long as interest is permitted to be deferred
pursuant to Section 2.05) shall not be deemed to be a default in the payment of interest and shall
not otherwise constitute an Event of Default with respect to the Notes;
24
(iii) the
entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of any Issuer or any Guarantor
in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law
or (B) a decree or order adjudging any Issuer or any Guarantor a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect of any Issuer or any Guarantor under any applicable federal
or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Issuer
or any Guarantor or of any substantial part of its respective property, or ordering the winding up or liquidation of its respective affairs,
and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90
consecutive days;
(iv) the
commencement by any Issuer or any Guarantor of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
to the entry of a decree or order for relief in respect of any Issuer or any Guarantor in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency
case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable
federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Issuer or any Guarantor or of any substantial
part of its property, or the making by it of an assignment of a substantial part of its property for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by any Issuer
or any Guarantor in furtherance of any such action; or
(v) the
Guarantee of any Guarantor with respect to the Notes ceases to be in full force and effect (other than in accordance with the terms of
the Indenture and such Guarantee) or is declared to be null and void and unenforceable or is found to be invalid, or any Guarantor denies
in writing its liability under its Guarantee (other than by reason of release of such Guarantor in accordance with the terms of the Indenture);
provided,
however, that no event described in Clause (iii) and Clause (iv) above shall constitute an Event of Default hereunder
until a Responsible Officer has received written notice thereof as contemplated in Section 602 of the Base Indenture.
Notwithstanding
Section 602 of the Base Indenture, if a default or an Event of Default occurs hereunder with respect
to the Notes, the Trustee shall give the Holders of the Notes notice of such default within 90 days after a Responsible Officer has received
written notice at the Corporate Trust Office of such default or Event of Default. Except in
the cases of a default or an Event of Default in payment on the Notes, the Trustee will be protected in withholding the notice if the
Responsible Officers determine that withholding of the notice is in the interest of the Holders of the Notes.
Notwithstanding the foregoing
provisions of this Section 5.01, if a Conversion Event occurs in respect of the euro, the Issuers will be entitled to satisfy
their obligations to Holders of the Notes by making such payment in the currency of the United States in an amount equal to the currency
of the United States equivalent of the amount payable in euro, as determined by the Issuers by reference to the Market Exchange Rate
on the date of such payment, or, if such rate is not then available, on the basis of the most recently available Market Exchange Rate.
Notwithstanding the foregoing provisions of this Section 5.01 any payment made under such circumstances in the currency of
the United States where the required payment is in euro will not constitute an Event of Default under this Indenture.
25
Section 5.02 Acceleration
of Maturity; Rescission.
(a) Solely
with respect to the Notes and not to any other series of Securities issued under the Base Indenture, the first paragraph of Section 502
(Acceleration of Maturity; Rescission and Annulment) of Article V (Remedies) of the Base Indenture shall be replaced with the following:
(i) If
an Event of Default (other than an Event of Default specified in Section 5.01(a)(iii) or Section 5.01(a)(iv))
with respect to any of the Issuers or any of the Guarantors) with respect to the Notes at the time Outstanding occurs and is continuing,
then the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare by written notice
to the Issuers (and to the Trustee if given by Holders) the entire principal amount of, and all accrued and unpaid interest on, all the
Notes to be due and payable immediately, and upon any such declaration, such principal amount of, and all accrued and unpaid interest
on all the Notes shall become immediately due and payable.
(ii) If
an Event of Default under Section 5.01(a)(iii) or Section 5.01(a)(iv) occurs and is continuing with
respect to any Issuer or any Guarantor, then the entire principal amount of, and all accrued and unpaid interest on, all Outstanding
Notes will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due
and payable.
(b) Holders
of a majority in aggregate principal amount of the Notes by written notice to the Trustee may on behalf of all of the Holders of the
Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if
all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration)
have been cured or waived.
Section 5.03 Application
of Article V (Remedies) of Base Indenture.
(a) Other
than as specified in Section 5.01 and Section 5.02, the provisions of Article V (Remedies) of the Base Indenture
shall otherwise apply to the Notes, mutatis mutandis.
Section 5.04 Application
of Other Provisions of Base Indenture.
(a) For
purposes of the Notes, each reference in the Base Indenture (including in the definition of “Notice of Default” and in Sections
602, 607 and 1403 thereof) to a clause of Section 501 of the Base Indenture shall be read as a reference to the corresponding clause
of Section 5.01(a) and any references to Section 501(3) and 501(4) of the Base Indenture shall be disregarded.
26
Article Six
Miscellaneous
Section 6.01 Application
of First Supplemental Indenture. The Base Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified
and confirmed. This First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and
therein provided.
Section 6.02 Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with the duties imposed by the Trust Indenture Act, the imposed
duties shall control.
Section 6.03 Conflict
with Base Indenture. To the extent not expressly amended or modified by this First Supplemental Indenture, the Base Indenture shall
remain in full force and effect. If any provision of this First Supplemental Indenture relating to the Notes is inconsistent with any
provision of the Base Indenture, the provision of this First Supplemental Indenture shall control.
Section 6.04 Governing
Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 6.05 Successors.
All agreements of the Issuers in the Base Indenture, this First Supplemental Indenture and the Notes shall bind their successors. All
agreements of the Trustee in the Base Indenture and this First Supplemental Indenture shall bind its successors.
Section 6.06 Counterparts.
This instrument 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.
Section 6.07 Trustee
Disclaimer. The Trustee makes no representation as to the validity, adequacy or sufficiency of this First Supplemental Indenture
and the Notes other than as to the validity of the execution and delivery of the First Supplemental Indenture by the Trustee and the
authentication of the Notes by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuers
and not the Trustee and the Trustee assumes no responsibility for the same and the Trustee does not make any representation with respect
to such matters. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Notes
or the proceeds thereof.
[Remainder of page intentionally left
blank]
27
IN WITNESS WHEREOF, the parties to this First Supplemental
Indenture have caused it to be duly executed as of the day and year first above written.
SYSCO CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Vice President, Global Treasurer
SYSCO HOLDINGS CORPORATION
By:
/s/ Meena Dafesh
Name:
Meena Dafesh
Title:
Treasurer
[Signature Page to First Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, all as of the day and year first above written.
GUARANTORS:
SYSCO ALBANY, LLC
SYSCO ASIAN FOODS, INC.
SYSCO BALTIMORE, LLC
SYSCO BARABOO, LLC
SYSCO BOSTON, LLC
SYSCO CENTRAL PENNSYLVANIA, LLC
SYSCO CINCINNATI, LLC
SYSCO COLUMBIA, LLC
SYSCO CONNECTICUT, LLC
SYSCO DETROIT, LLC
SYSCO EASTERN WISCONSIN, LLC
SYSCO GRAND RAPIDS, LLC
SYSCO INDIANAPOLIS, LLC
SYSCO JACKSON, LLC
SYSCO LONG ISLAND, LLC
SYSCO METRO NEW YORK, LLC
SYSCO PHILADELPHIA, LLC
SYSCO PITTSBURGH, LLC
SYSCO ST. LOUIS, LLC
SYSCO SYRACUSE, LLC
SYSCO USA III, LLC
SYSCO VIRGINIA, LLC
SYSCO ATLANTA, LLC
SYSCO CENTRAL ALABAMA, LLC
SYSCO CHARLOTTE, LLC
SYSCO EASTERN MARYLAND, LLC
SYSCO GULF COAST, LLC
SYSCO KNOXVILLE, LLC
SYSCO MEMPHIS, LLC
SYSCO NASHVILLE, LLC
SYSCO RALEIGH, LLC
SYSCO SOUTHEAST FLORIDA, LLC
SYSCO USA II, LLC
SYSCO CENTRAL CALIFORNIA, INC.
SYSCO HAWAII, INC.
SYSCO KANSAS CITY, INC.
SYSCO LINCOLN, INC.
SYSCO LOS ANGELES, INC.
SYSCO MONTANA, INC.
SYSCO PORTLAND, INC.
SYSCO RIVERSIDE, INC.
SYSCO SACRAMENTO, INC.
[Signature Page to First Supplemental Indenture]
SYSCO SAN DIEGO, INC.
SYSCO SAN FRANCISCO, INC.
SYSCO SEATTLE, INC.
SYSCO SPOKANE, INC.
SYSCO USA I, INC.
SYSCO VENTURA, INC.
SYSCO CENTRAL ILLINOIS, INC.
SYSCO CHICAGO, INC.
SYSCO CLEVELAND, INC.
SYSCO IOWA, INC.
SYSCO LOUISVILLE, INC.
SYSCO MINNESOTA, INC.
SYSCO NORTH DAKOTA, INC.
SYSCO NORTHERN NEW ENGLAND, INC.
SYSCO WESTERN MINNESOTA, INC.
SYSCO CENTRAL FLORIDA, INC.
SYSCO HAMPTON ROADS, INC.
SYSCO JACKSONVILLE, INC.
SYSCO SOUTH FLORIDA, INC.
SYSCO WEST COAST FLORIDA, INC.
By:
/s/ Andrew Wurdack
Name:
Andrew Wurdack
Title:
Secretary
[Signature Page to First Supplemental Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, all as of the day and year first above written.
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
/s/ Michael K. Herberger
Name:
Michael K. Herberger
Title:
Vice President
[Signature Page to First Supplemental Indenture]
Schedule I
INITIAL
GUARANTORS
Exact
Name of Guarantor as Specified in
its Charter
State
or Other Jurisdiction of
Incorporation or Organization
Sysco
Albany, LLC
Delaware
Sysco
Asian Foods, Inc.
Delaware
Sysco
Atlanta, LLC
Delaware
Sysco
Baltimore, LLC
Delaware
Sysco
Baraboo, LLC
Delaware
Sysco
Boston, LLC
Delaware
Sysco
Central Alabama, LLC
Delaware
Sysco
Central California, Inc.
California
Sysco
Central Florida, Inc.
Delaware
Sysco
Central Illinois, Inc.
Delaware
Sysco
Central Pennsylvania, LLC
Delaware
Sysco
Charlotte, LLC
Delaware
Sysco
Chicago, Inc.
Delaware
Sysco
Cincinnati, LLC
Delaware
Sysco
Cleveland, Inc.
Delaware
Sysco
Columbia, LLC
Delaware
Sysco
Connecticut, LLC
Delaware
Sysco
Detroit, LLC
Delaware
Sysco
Eastern Maryland, LLC
Delaware
Sysco
Eastern Wisconsin, LLC
Delaware
Sysco
Grand Rapids, LLC
Delaware
Sysco
Gulf Coast, LLC
Delaware
Sysco
Hampton Roads, Inc.
Delaware
Sysco
Hawaii, Inc.
Delaware
Sysco
Indianapolis, LLC
Delaware
Sysco
Iowa, Inc.
Delaware
Sysco
Jackson, LLC
Delaware
Sysco
Jacksonville, Inc.
Delaware
Sysco
Kansas City, Inc.
Missouri
Sysco
Knoxville, LLC
Delaware
Exact
Name of Guarantor as Specified in
its Charter
State
or Other Jurisdiction of
Incorporation or Organization
Sysco
Lincoln, Inc.
Nebraska
Sysco
Long Island, LLC
Delaware
Sysco
Los Angeles, Inc.
Delaware
Sysco
Louisville, Inc.
Delaware
Sysco
Memphis, LLC
Delaware
Sysco
Metro New York, LLC
Delaware
Sysco
Minnesota, Inc.
Delaware
Sysco
Montana, Inc.
Delaware
Sysco
Nashville, LLC
Delaware
Sysco
North Dakota, Inc.
Delaware
Sysco
Northern New England, Inc.
Maine
Sysco
Philadelphia, LLC
Delaware
Sysco
Pittsburgh, LLC
Delaware
Sysco
Portland, Inc.
Delaware
Sysco
Raleigh, LLC
Delaware
Sysco
Riverside, Inc.
Delaware
Sysco
Sacramento, Inc.
Delaware
Sysco
San Diego, Inc.
Delaware
Sysco
San Francisco, Inc.
California
Sysco
Seattle, Inc.
Delaware
Sysco
South Florida, Inc.
Delaware
Sysco
Southeast Florida, LLC
Delaware
Sysco
Spokane, Inc.
Delaware
Sysco
St. Louis, LLC
Delaware
Sysco
Syracuse, LLC
Delaware
Sysco
USA I, Inc.
Delaware
Sysco
USA II, LLC
Delaware
Sysco
USA III, LLC
Delaware
Sysco
Ventura, Inc.
Delaware
Sysco
Virginia, LLC
Delaware
Sysco
West Coast Florida, Inc.
Delaware
Sysco
Western Minnesota, Inc.
Delaware
Appendix A
PROVISIONS RELATING TO INITIAL NOTES AND
ADDITIONAL NOTES
Section 1.1 Definitions.
(a) Capitalized
Terms.
Capitalized terms used but not defined in this Appendix
A have the meanings given to them in the Base Indenture. The following capitalized terms have the following meanings:
“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the
rules and procedures of the Common Depositary for such Global Note, Euroclear or Clearstream, in each case to the extent applicable
to such transaction and as in effect from time to time.
“Clearstream”
means Clearstream Banking, société anonyme, or any successor securities clearing agency.
“Definitive
Note” means a certificated Initial Note or Additional Note issued pursuant to the Base Indenture that does not include the
Global Notes Legend.
“Euroclear”
means Euroclear Bank S.A./N.V., as operator of Euroclear System or any successor securities clearing agency.
(b) Other
Definitions.
Term:
Defined
in
Section:
“Agent Members”
2.1 (b)
“Global Note”
2.1 (a)
“Global Notes Legend”
2.2 (d)
Section 1.2 General.
The provisions of this Appendix A shall apply to
the Notes.
Section 2.1 Form and
Dating.
(a) The
Initial Notes issued on the date hereof shall be offered and sold by the Issuers to the underwriters thereof pursuant to the registration
statement of the Issuers on Form S-3 (333-298926) and shall be issued in the form of one or more permanent global securities in
fully registered form, numbered R-1 upward (each, a “Global Note”).
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(b) Book-Entry
Provisions. This Section 2.1(b) shall apply only to a Global Note deposited with or on behalf of the Common Depositary.
The Issuers shall execute and the Trustee shall,
in accordance with this Section 2.1(b) and Section 303 of the Base Indenture and pursuant to an Issuer Order signed
by one officer of each Issuer, authenticate and deliver one or more Global Notes that (i) shall be registered in the name of the
Common Depositary for such Global Note or Global Notes or the nominee of such Common Depositary and (ii) shall be delivered by the
Trustee to such Common Depositary or pursuant to such Common Depositary’s instructions.
Members of, or participants
in, Euroclear or Clearstream (“Agent Members”) shall have no rights under the Indenture with respect to any
Global Note held on their behalf by the Common Depositary or under such Global Note, and the Issuers, the Trustee and any agent of the
Issuers or the Trustee shall be entitled to treat Euroclear and Clearstream as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by Euroclear or Clearstream or impair, as between
Euroclear or Clearstream and their respective Agent Members, the operation of customary practices thereof governing the exercise of the
rights of a Holder of a beneficial interest in any Global Note.
(c) Definitive
Notes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests
in Global Notes shall not be entitled to receive physical delivery of Definitive Notes.
Section 2.2 Transfer
and Exchange.
(a) Transfer
and Exchange of Definitive Notes for Definitive Notes. When Definitive Notes are presented to the Security Registrar with a written
request:
(i) to
register the transfer of such Definitive Notes; or
(ii) to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,
the Security Registrar shall register
the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however,
that the Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer
in form satisfactory to the Issuers and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in
writing.
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(b) Restrictions
on Transfer of a Definitive Note for a Beneficial Interest in a Global Note. A Definitive Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Note,
duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuers and the Security Registrar, together
with:
(i) a
certification from the transferor in the form of the Assignment Form provided on the reverse side of the Form of Note attached
as an exhibit to the First Supplemental Indenture for exchange or registration of transfers; and
(ii) written
instructions directing the Trustee to make, or to direct the Common Depositary to make, an adjustment on its books and records with respect
to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Common Depositary account to be credited with such increase,
the Trustee shall cancel such Definitive Note and cause, or direct
the Common Depositary to cause, in accordance with the standing instructions and procedures of the Common Depositary, the aggregate principal
amount of Notes represented by the Global Note to be increased by the aggregate principal amount of the Definitive Note to be exchanged
and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global
Note equal to the principal amount of the Definitive Note so canceled. If the applicable Global Note is not then outstanding, the Issuers
shall issue and the Trustee shall authenticate, upon an Issuer Order, a new applicable Global Note in the appropriate principal amount.
(c) Transfer
and Exchange of Global Notes.
(i) The
transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Common Depositary, in accordance
with the Indenture and the Applicable Procedures of the Common Depositary therefor. A transferor of a beneficial interest in a Global
Note shall deliver to the Security Registrar a written order given in accordance with the Common Depositary’s procedures containing
information regarding the participant account of the Common Depositary to be credited with a beneficial interest in such Global Note,
or another Global Note, and such account shall be credited in accordance with such order with a beneficial interest in the applicable
Global Note and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global
Note being transferred.
(ii) If
the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the
Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which
such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security
Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from
which such interest is being transferred.
(iii) Notwithstanding
any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a Global
Note may not be transferred except as a whole and not in part if the transfer is by the Common Depositary to a nominee of the Common
Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or by the Common
Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary.
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(d) Legends.
Each Global Note shall bear the following legend (“Global Notes Legend”):
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY. THIS SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE
COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR BANK, S.A./N.V., AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”) OR CLEARSTREAM BANKING, SOCIÉTÉ
ANONYME (“CLEARSTREAM,” AND TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF AN AUTHORIZED NOMINEE OF THE COMMON
DEPOSITARY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO SUCH
AUTHORIZED NOMINEE OF THE COMMON DEPOSITARY OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR/CLEARSTREAM),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
THE AUTHORIZED NOMINEE OF THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO EUROCLEAR/CLEARSTREAM, TO NOMINEES OF EUROCLEAR/CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.
A-4
(e) Cancellation
or Adjustment of Global Note. At such time as all beneficial interests in a Global Note have either been exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned
by the Common Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global
Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment
shall be made on the books and records of the Common Depositary with respect to such Global Note by the Common Depositary to reflect
such reduction.
(f) Obligations
with Respect to Transfers and Exchanges of Notes.
(i) To
permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global
Notes at the Security Registrar’s request.
(ii) No
service charge shall be made for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to
cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,
assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906, 1107 and 1305 of the Base
Indenture).
(iii) Prior
to the due presentation for registration of transfer of any Note, the Issuers, the Trustee, the Paying Agent or the Security Registrar
may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment
of principal, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue,
and none of the Issuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All
Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled
to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(g) No
Obligation of the Trustee.
(i) The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Common
Depositary or any other Person with respect to the accuracy of the records of the Common Depositary or its nominee or of any participant
or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial
owner or other Person (other than the Common Depositary) of any notice (including any notice of redemption or repurchase) or the payment
of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be
made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Common Depositary or its nominee
in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Common Depositary
subject to the applicable rules and procedures of the Common Depositary. The Trustee may conclusively rely and shall be fully protected
in conclusively relying upon information furnished by the Common Depositary with respect to its members, participants and any beneficial
owners.
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(ii) The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed
under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between
or among Common Depositary participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(iii) Neither
the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by the Common Depositary.
Section 2.3 Definitive
Notes.
(a) A
Global Note deposited with the Common Depositary pursuant to Section 2.1 of this Appendix A may be transferred to the beneficial
owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in
exchange for such Global Note, only if such transfer complies with Section 2.2 of this Appendix A and (i) the Common
Depositary notifies the Issuers that it is unwilling or unable to continue as a Common Depositary for such Global Note and a successor
Common Depositary is not appointed by the Issuers within 90 days of such notice or after the Issuers become aware of such cessation,
or (ii) the Issuers notify the Trustee in writing that the Issuers have elected to cause the issuance of Definitive Notes in lieu
of Global Notes or (iii) an Event of Default has occurred and is continuing and the Security Registrar has received a request from
the Common Depositary. In addition, any Affiliate of the Issuers or any Guarantor that is a beneficial owner of all or part of a Global
Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing
a written request to the Issuers and the Trustee and such Opinions of Counsel, certificates or other information as may be required by
the Indenture or the Issuers or Trustee.
(b) Any
Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the
Common Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Definitive Notes
of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated
and delivered only in denominations of €100,000 and integral multiples of €1,000 in excess thereof and registered in such names
as the Common Depositary shall direct.
A-6
(c) The
registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(d) In
the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Issuers shall promptly
make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.
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Exhibit A
FORM OF JUNIOR SUBORDINATED NOTE
[GLOBAL NOTES ONLY
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE OF A COMMON DEPOSITARY. THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR
BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE COMMON DEPOSITARY FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”) AND CLEARSTREAM BANKING, S.A. (“CLEARSTREAM”),
TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF THE NOMINEE OF SUCH COMMON DEPOSITARY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH COMMON DEPOSITARY
(AND ANY PAYMENT IS MADE TO THE NOMINEE OF SUCH COMMON DEPOSITARY, OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF SUCH COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO EUROCLEAR/CLEARSTREAM, TO NOMINEES OF EUROCLEAR/CLEARSTREAM OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.000% Junior Subordinated Notes due 2056
No. [·]
ISIN No.: XS3509683424
Common Code No.: 350968342
CUSIP No.: 87190XAA2
€1,000,000,000
SYSCO CORPORATION, a Delaware corporation, and SYSCO
HOLDINGS CORPORATION, a Delaware corporation (together, the “Issuers”), for value received promise to pay to [USB
Nominees (UK) Limited] or registered assigns the principal sum of €1,000,000,000 on October 6, 2056 (the “Stated Maturity”).
Interest Payment Date: October 6 (each, an
“Interest Payment Date”), commencing on October 6, 2027, and upon the Stated Maturity.
Interest Record Dates: if the Notes (as defined
below) are in global form, the Business Day immediately preceding each Interest Payment Date and if the Notes are in certificated form,
the fifteenth calendar day (whether or not a Business Day) immediately preceding the applicable Interest Payment Date (each, a “Regular
Record Date”).
Principal and interest on the Notes, including payments
made upon any redemption or repurchase of the Notes, shall be payable in euros, subject to the substitution of the U.S. dollar as the
currency for all payments in respect of such Notes following the occurrence of certain events beyond the Issuers’ control as described
in the Indenture (as defined below).
Reference is made to the further provisions of this
Note contained herein, which will for all purposes have the same effect as if set forth at this place.
2
IN WITNESS WHEREOF, the Issuers have caused this
Note to be duly executed.
SYSCO CORPORATION
By:
Name:
Title:
SYSCO HOLDINGS CORPORATION
By:
Name:
Title:
[Signature Page to Note]
This is one of the Notes designated herein and referred
to in the within-mentioned Indenture.
Dated: October 6, 2026
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION,
as Trustee
By:
Authorized Signatory
[Signature Page to Note]
(REVERSE OF NOTE)
SYSCO CORPORATION and SYSCO HOLDINGS CORPORATION
6.000% Junior Subordinated Notes due 2056
1. Interest
and Subordination.
Sysco Corporation and Sysco Holdings Corporation
(together, the “Issuers”) promise to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been
paid, from October 6, 2026. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier
date as the principal amount shall become due in accordance with the provisions hereof. The Issuers will pay interest annually in arrears
on each Interest Payment Date, beginning on October 6, 2027, and on the Stated Maturity. If any Interest Payment Date, Stated Maturity
or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest
will be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest will accrue on that
payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date
of that payment on the next succeeding Business Day. Interest will be computed on the basis of the actual number of days in the period
for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the
Notes (or October 6, 2026 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date
(ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the International Capital Market Association).
The Issuers shall
pay interest on overdue principal from time to time on demand at the rate borne by the Notes and at the same rate on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful from the dates such amounts are due until such amounts
are paid or made available for payment. So long as no event of default with respect to the Notes has occurred and is continuing,
at the Issuers’ option, the Issuers may, on one or more occasions, defer payment of all or part of the current and accrued interest
otherwise due on the Notes for a period of up to 10 consecutive years.
This Note is a junior subordinated obligation of
the Issuers, junior and subordinated in right of payment to all Senior Indebtedness of the Issuers, and each Guarantor’s guarantee
of this Note is a junior subordinated obligation of each such Guarantor, in each case, to the extent and in the manner set forth in the
Indenture.
2. Paying
Agent.
Initially, U.S. Bank Europe DAC, UK Branch will
act as Paying Agent. The Issuers may change any Paying Agent without notice to the Holders.
3. Indenture;
Defined Terms.
This Note is one of the 6.000% Junior Subordinated
Notes due 2056 (the “Notes”) issued under the Indenture, dated as of October 6, 2026 (as amended, modified or
supplemented from time to time in accordance therewith, the “Base Indenture” and, as supplemented by the First Supplemental
Indenture, dated as of October 6, 2026, the “Indenture”), among the Issuers, the guarantors party thereto and
U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). This Note is a “Security” and
the Notes are “Securities” under the Indenture.
For purposes of this Note, unless otherwise defined
herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”)
as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes
are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent
the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern.
4. Denominations;
Transfer; Exchange.
The Notes are in registered form, without coupons,
in denominations of €100,000 and integral multiples of €1,000 in excess thereof. A Holder shall register the transfer or exchange
of Notes in accordance with the Indenture. The Issuers may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted
by the Indenture. The Issuers need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a
period of fifteen (15) days before the sending of a notice of redemption, nor need the Issuers register the transfer or exchange of any
Note selected for redemption in whole or in part.
5. Amendment;
Modification; Waiver.
Subject to certain exceptions, the Indenture and
the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding
Notes. Without notice to or the consent of any Holder, the Issuers and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency.
6. Optional
Redemption; Special Mandatory Redemption; Redemption Following a Tax Withholding Event, a Tax Deductibility Event, a Substantial Repurchase
Event or a Rating Agency Event.
The Notes are subject to optional redemption, special
mandatory redemption, redemption following a Tax Withholding Event, redemption following a Tax Deductibility Event, redemption following
a Substantial Repurchase Event and redemption following a Rating Agency Event, in each case as further described in the Indenture. There
is no sinking fund applicable to the Notes.
7. Defaults
and Remedies.
If an Event of Default
(other than an Event of Default specified in Section 5.01(a)(iii) or Section 5.01(a)(iv) of the Indenture with respect
to any of the Issuers or any of the Guarantors) with respect to the Notes occurs and is continuing, then the Trustee or the Holders of
at least 25% in aggregate principal amount of the Notes may declare by written notice to the Issuers (and to the Trustee, if given by
Holders) the entire principal amount of, and all accrued and unpaid interest on, all the Notes to be due and payable immediately,
and upon any such declaration such principal amount of, and all accrued and unpaid interest on, all the Notes shall become immediately
due and payable. If an Event of Default under Section 5.01(a)(iii) or Section 5.01(a)(iv) of the Indenture occurs
and is continuing with respect to any Issuer or any Guarantor, then the entire principal amount of, and all accrued and unpaid interest
on, all Notes will automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately
due and payable.
2
The Indenture permits, subject to certain limitations
therein provided, Holders of not less than a majority in aggregate principal amount of the Outstanding Notes to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee,
with respect to the Notes.
8. Authentication.
This Note shall not be valid until the Trustee signs
the certificate of authentication on this Note by manual or PDF or other electronically imaged (such as DocuSign or Adobe Sign) signature.
9. Abbreviations
and Defined Terms.
Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
10. CUSIP
Numbers.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes as a convenience
to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.
11. Guarantee.
As expressly set forth in the Indenture, payment
of this Note is jointly and severally and fully and unconditionally guaranteed by the Guarantors that have become and continue to be
Guarantors pursuant to the Indenture. Guarantors may be released from their obligations under the Indenture and their Guarantees under
the circumstances specified in the Indenture.
12. Governing
Law.
The laws of the State of New York shall govern the
Indenture and this Note.
3
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee’s name,
address and zip code)
(Insert assignee’s soc. sec.
or tax I.D. No.)
and irrevocably appoint agent to transfer this Note on the books of
the Issuers. The agent may substitute another to act for her.
Date: ________________ Your Signature: _____________________
Sign exactly as your name appears on the other side of this Note.
Signature
Signature
Guarantee:
Signature
must be guaranteed
Signature
Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
4
SCHEDULE OF EXCHANGES OF NOTES
The following exchanges of a part of this Global
Note for certificated Notes or a part of another Global Note have been made:
Date
of Exchange
Amount
of
decrease
in principal
amount
of this Global
Note
Amount
of
increase
in principal
amount
of this Global
Note
Principal
amount of
this Global Note
following such
decrease (or
increase)
Signature
of
authorized
signatory of
Trustee
5
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2625144d27_ex5-1.htm · Sequence: 6
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 6, 2026
Sysco Corporation
Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas 77077
Registration Statement on Form S-3ASR (File
No. 333-298926)
Ladies and Gentlemen:
We have acted as special counsel to Sysco Corporation,
a Delaware corporation (“Sysco Corporation”) and Sysco Holdings Corporation, a Delaware corporation (“Sysco Holdings”
and together with Sysco Corporation, the “Issuers”) in connection with the Registration Statement on Form S-3ASR (File
No. 333-298926) (the “Registration Statement”), which became effective on September 14, 2026. You have asked us
to furnish our opinion as to the legality of (i) $1,750,000,000 aggregate principal amount of the Issuers’ 5.450% Senior Notes
due 2029 (the “2029 Notes”), (ii) $2,000,000,000 aggregate principal amount of the Issuers’ 5.600% Senior Notes
due 2031 (the “2031 Notes”), (iii) $1,500,000,000 aggregate principal amount of the Issuers’ 5.800% Senior Notes
due 2033 (the “2033 Notes”), (iv) $2,000,000,000 aggregate principal amount of the Issuers’ 5.950% Senior Notes
due 2036 (the “2036 Notes”), (v) $1,000,000,000 aggregate principal amount of the Issuers’ 6.400% Senior Notes
due 2046 (the “2046 Notes”), (vi) $1,750,000,000 aggregate principal amount of the Issuers’ 6.500% Senior Notes
due 2056 (the “2056 Notes”) and (vii) $750,000,000 aggregate principal amount of the Issuers’ 6.600% Senior Notes
due 2066 (the “2066 Notes” and together with the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2046 Notes
and the 2056 Notes, the “Debt Securities”), including the guarantees (the “Guarantees”) which are registered under
the Registration Statement and which are being sold today pursuant to an Underwriting Agreement dated September 22, 2026 (the “Underwriting
Agreement”), by and among Goldman Sachs & Co. LLC, TD Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities
LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule II thereto (the “Underwriters”),
the Issuers and the guarantors who have signed the Underwriting Agreement (the “Guarantors”).
Sysco Corporation
Sysco Holdings Corporation
The Debt Securities and the related Guarantees are
to be issued under a base indenture, dated as of September 25, 2026 (the “Base Indenture”), by and among the Issuers,
the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second
supplemental indenture, dated as of October 6, 2026 (the “Second Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”).
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1. the
Registration Statement;
2. the
preliminary prospectus supplement dated September 18, 2026 (the “Preliminary Prospectus”);
3. the
pricing term sheet dated September 22, 2026 set forth on Schedule IV to the Underwriting Agreement (the “Term Sheet”);
4. the
final prospectus supplement dated September 22, 2026 (the “Final Prospectus”);
5. the
Underwriting Agreement;
6. the
Indenture; and
7. the
form of Debt Securities to be issued on the date of this letter.
In addition, we have examined (i) such corporate
or limited liability company records of the Issuers and the Guarantors that we have considered appropriate, including a copy of the certificate
of incorporation, as amended, and by-laws, as amended, of the Issuers and the certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or operating agreement, in each case, as amended, of each Guarantor, as applicable, certified
by the Issuers and each Guarantor, as applicable, as in effect on the date of this letter, (ii) copies of resolutions of the board
of directors, board of managers or other equivalent governing body of the Issuers and each Guarantor, as applicable, relating to the issuance
of the Debt Securities, certified by the Issuers and the Guarantors, as applicable, and (iii) such other certificates, agreements
and documents that we deemed relevant and necessary as a basis for the opinions expressed below.
Sysco Corporation
Sysco Holdings Corporation
We have also relied upon oral and written statements
of officers and representatives of the Issuers and the Guarantors, the representations and warranties of the Issuers and the Guarantors
made in the Underwriting Agreement as to factual matters and upon certificates of public officials and the officers of the Issuers and
the Guarantors.
In our examination of the documents referred to above,
we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation (i) that
each Guarantor not incorporated or organized in the State of Delaware or the State of California (each, a “Non-Covered Guarantor”)
is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) that each Non-Covered Guarantor
has all necessary corporate or limited liability company power, as applicable, to execute, deliver and perform its obligations under the
Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees, (iii) that the execution, delivery and performance
of the Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees have been duly authorized by all necessary corporate
and limited liability company action and do not violate any Non-Covered Guarantor’s organizational documents or the laws of the
jurisdiction of organization of any Non-Covered Guarantor and (iv) the due execution and delivery of the Underwriting Agreement,
the Indenture and the Debt Securities under the laws of the jurisdiction of organization of each Non-Covered Guarantor.
Sysco Corporation
Sysco Holdings Corporation
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that:
1. The
Debt Securities, when duly authenticated by the Trustee, and duly issued and delivered by the Issuers against payment as provided in the
Underwriting Agreement, will constitute legal, valid and binding obligations of each of the Issuers, enforceable against each Issuer in
accordance with their terms, except that the enforceability of the Debt Securities may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles
of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When
the Debt Securities are duly issued and delivered by the Issuers against payment as provided in the Underwriting Agreement, each Guarantee
will constitute a legal, valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with
its terms, except that enforceability of such Guarantee may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
Sysco Corporation
Sysco Holdings Corporation
The opinions expressed above are limited to the laws
of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California General Corporate
Law and the federal laws of the United States of America. Our opinions are rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit
to the Registration Statement and to the use of our name under the heading “Legal Matters” in the base prospectus included
in the Registration Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category
of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
EX-5.2 — EXHIBIT 5.2
EX-5.2
Filename: tm2625144d27_ex5-2.htm · Sequence: 7
Exhibit 5.2
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 6, 2026
Sysco Corporation
Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas 77077
Registration Statement on Form S-3ASR (File
No. 333-298926)
Ladies and Gentlemen:
We have acted as special counsel to Sysco Corporation,
a Delaware corporation (“Sysco Corporation”) and Sysco Holdings Corporation, a Delaware corporation (“Sysco Holdings”
and together with Sysco Corporation, the “Issuers”) in connection with the Registration Statement on Form S-3ASR (File
No. 333-298926) (the “Registration Statement”), which became effective on September 14, 2026. You have asked us
to furnish our opinion as to the legality of (i) $1,500,000,000 aggregate principal amount of the Issuers’ 7.100% Series A
Junior Subordinated Notes due 2056 (the “Series A Notes”), (ii) $1,000,000,000 aggregate principal amount of the
Issuers’ 7.250% Series B Junior Subordinated Notes due 2056 (the “Series B Notes”) and (iii) $1,400,000,000
aggregate principal amount of the Issuers’ 7.350% Series C Junior Subordinated Notes due 2056 (the “Series C Notes”
and together with the Series A Notes and the Series B Notes, the “Debt Securities”), including the guarantees (the
“Guarantees”) which are registered under the Registration Statement and which are being sold today pursuant to an Underwriting
Agreement dated September 22, 2026 (the “Underwriting Agreement”), by and among Goldman Sachs & Co. LLC, TD
Securities (USA) LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named on Schedule II thereto (the “Underwriters”), the Issuers and the guarantors who have signed the
Underwriting Agreement (the “Guarantors”).
Sysco Corporation
Sysco Holdings Corporation
The Debt Securities and the related Guarantees are
to be issued under a base indenture, dated as of October 6, 2026 (the “Base Indenture”), by and among the Issuers, the
Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental
indenture, dated as of October 6, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”).
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1. the
Registration Statement;
2. the
preliminary prospectus supplement dated September 18, 2026 (the “Preliminary Prospectus”);
3. the
pricing term sheet dated September 22, 2026 set forth on Schedule IV to the Underwriting Agreement (the “Term Sheet”);
4. the
final prospectus supplement dated September 22, 2026 (the “Final Prospectus”);
5. the
Underwriting Agreement;
6. the
Indenture; and
7. the
form of Debt Securities to be issued on the date of this letter.
In addition, we have examined (i) such corporate
or limited liability company records of the Issuers and the Guarantors that we have considered appropriate, including a copy of the certificate
of incorporation, as amended, and by-laws, as amended, of the Issuers and the certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or operating agreement, in each case, as amended, of each Guarantor, as applicable, certified
by the Issuers and each Guarantor, as applicable, as in effect on the date of this letter, (ii) copies of resolutions of the board
of directors, board of managers or other equivalent governing body of the Issuers and each Guarantor, as applicable, relating to the issuance
of the Debt Securities, certified by the Issuers and the Guarantors, as applicable, and (iii) such other certificates, agreements
and documents that we deemed relevant and necessary as a basis for the opinions expressed below.
Sysco Corporation
Sysco Holdings Corporation
We have also relied upon oral and written statements
of officers and representatives of the Issuers and the Guarantors, the representations and warranties of the Issuers and the Guarantors
made in the Underwriting Agreement as to factual matters and upon certificates of public officials and the officers of the Issuers and
the Guarantors.
In our examination of the documents referred to above,
we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation (i) that
each Guarantor not incorporated or organized in the State of Delaware or the State of California (each, a “Non-Covered Guarantor”)
is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) that each Non-Covered Guarantor
has all necessary corporate or limited liability company power, as applicable, to execute, deliver and perform its obligations under the
Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees, (iii) that the execution, delivery and performance
of the Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees have been duly authorized by all necessary corporate
and limited liability company action and do not violate any Non-Covered Guarantor’s organizational documents or the laws of the
jurisdiction of organization of any Non-Covered Guarantor and (iv) the due execution and delivery of the Underwriting Agreement,
the Indenture and the Debt Securities under the laws of the jurisdiction of organization of each Non-Covered Guarantor.
Sysco Corporation
Sysco Holdings Corporation
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that:
1. The
Debt Securities, when duly authenticated by the Trustee, and duly issued and delivered by the Issuers against payment as provided in the
Underwriting Agreement, will constitute legal, valid and binding obligations of each of the Issuers, enforceable against each Issuer in
accordance with their terms, except that the enforceability of the Debt Securities may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles
of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When
the Debt Securities are duly issued and delivered by the Issuers against payment as provided in the Underwriting Agreement, each Guarantee
will constitute a legal, valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with
its terms, except that enforceability of such Guarantee may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
Sysco Corporation
Sysco Holdings Corporation
The opinions expressed above are limited to the laws
of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California General Corporate
Law and the federal laws of the United States of America. Our opinions are rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit
to the Registration Statement and to the use of our name under the heading “Legal Matters” in the base prospectus included
in the Registration Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category
of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
EX-5.3 — EXHIBIT 5.3
EX-5.3
Filename: tm2625144d27_ex5-3.htm · Sequence: 8
Exhibit 5.3
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, New York 10019-6064
October 6, 2026
Sysco Corporation
Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas 77077
Registration Statement on Form S-3ASR (File
No. 333-298926)
Ladies and Gentlemen:
We have acted as special counsel to Sysco Corporation,
a Delaware corporation (“Sysco Corporation”) and Sysco Holdings Corporation, a Delaware corporation (“Sysco Holdings”
and together with Sysco Corporation, the “Issuers”) in connection with the Registration Statement on Form S-3ASR (File
No. 333-298926) (the “Registration Statement”), which became effective on September 14, 2026. You have asked us
to furnish our opinion as to the legality of €1,000,000,000 aggregate principal amount of the Issuers’ 6.000% Junior Subordinated
Notes due 2056 (the “Debt Securities”), including the guarantees (the “Guarantees”) which are registered under
the Registration Statement and which are being sold today pursuant to an Underwriting Agreement dated September 22, 2026 (the “Underwriting
Agreement”), by and among Goldman Sachs & Co. LLC, TD Global Finance unlimited company, Merrill Lynch International, J.P.
Morgan Securities plc and Wells Fargo Securities International Limited, as representatives of the several underwriters named on Schedule
II thereto (the “Underwriters”), the Issuers and the guarantors who have signed the Underwriting Agreement (the “Guarantors”).
The Debt Securities and the related Guarantees are
to be issued under a base indenture, dated as of October 6, 2026 (the “Base Indenture”), by and among the Issuers, the
Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental
indenture, dated as of October 6, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”).
Sysco Corporation
Sysco Holdings Corporation
In connection with the furnishing of this opinion,
we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:
1. the
Registration Statement;
2. the
preliminary prospectus supplement dated September 18, 2026 (the “Preliminary Prospectus”);
3. the
pricing term sheet dated September 22, 2026 set forth on Schedule IV to the Underwriting Agreement (the “Term Sheet”);
4. the
final prospectus supplement dated September 22, 2026 (the “Final Prospectus”);
5. the
Underwriting Agreement;
6. the
Indenture; and
7. the
form of Debt Securities to be issued on the date of this letter.
In addition, we have examined (i) such corporate
or limited liability company records of the Issuers and the Guarantors that we have considered appropriate, including a copy of the certificate
of incorporation, as amended, and by-laws, as amended, of the Issuers and the certificate of incorporation, certificate of formation,
by-laws, limited liability company agreement or operating agreement, in each case, as amended, of each Guarantor, as applicable, certified
by the Issuers and each Guarantor, as applicable, as in effect on the date of this letter, (ii) copies of resolutions of the board
of directors, board of managers or other equivalent governing body of the Issuers and each Guarantor, as applicable, relating to the issuance
of the Debt Securities, certified by the Issuers and the Guarantors, as applicable, and (iii) such other certificates, agreements
and documents that we deemed relevant and necessary as a basis for the opinions expressed below.
Sysco Corporation
Sysco Holdings Corporation
We have also relied upon oral and written statements
of officers and representatives of the Issuers and the Guarantors, the representations and warranties of the Issuers and the Guarantors
made in the Underwriting Agreement as to factual matters and upon certificates of public officials and the officers of the Issuers and
the Guarantors.
In our examination of the documents referred to above,
we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents,
the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation (i) that
each Guarantor not incorporated or organized in the State of Delaware or the State of California (each, a “Non-Covered Guarantor”)
is validly existing and in good standing under the laws of its jurisdiction of organization, (ii) that each Non-Covered Guarantor
has all necessary corporate or limited liability company power, as applicable, to execute, deliver and perform its obligations under the
Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees, (iii) that the execution, delivery and performance
of the Underwriting Agreement, the Indenture, the Debt Securities and the Guarantees have been duly authorized by all necessary corporate
and limited liability company action and do not violate any Non-Covered Guarantor’s organizational documents or the laws of the
jurisdiction of organization of any Non-Covered Guarantor and (iv) the due execution and delivery of the Underwriting Agreement,
the Indenture and the Debt Securities under the laws of the jurisdiction of organization of each Non-Covered Guarantor.
Sysco Corporation
Sysco Holdings Corporation
Based upon the above, and subject to the stated assumptions,
exceptions and qualifications, we are of the opinion that:
1. The
Debt Securities, when duly authenticated by the Trustee, and duly issued and delivered by the Issuers against payment as provided in the
Underwriting Agreement, will constitute legal, valid and binding obligations of each of the Issuers, enforceable against each Issuer in
accordance with their terms, except that the enforceability of the Debt Securities may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles
of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When
the Debt Securities are duly issued and delivered by the Issuers against payment as provided in the Underwriting Agreement, each Guarantee
will constitute a legal, valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with
its terms, except that enforceability of such Guarantee may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws
of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the California General Corporate
Law and the federal laws of the United States of America. Our opinions are rendered only with respect to the laws, and the rules, regulations
and orders under those laws, that are currently in effect.
Sysco Corporation
Sysco Holdings Corporation
We hereby consent to use of this opinion as an exhibit
to the Registration Statement and to the use of our name under the heading “Legal Matters” in the base prospectus included
in the Registration Statement and in the Final Prospectus. In giving this consent, we do not hereby admit that we come within the category
of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
EX-5.4 — EXHIBIT 5.4
EX-5.4
Filename: tm2625144d27_ex5-4.htm · Sequence: 9
Exhibit 5.4
Mark L. Brasee
Attorney
402.978.5306
mbrasee@fraserstryker.com
fraserstryker.com
October 6,
2026
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
RE: Indenture,
dated September 25, 2026 (“Senior Base Indenture”), among Sysco Corporation,
a Delaware corporation (“Sysco Corporation”), Sysco Holdings Corporation,
a Delaware corporation (“Sysco Holdings” and, together with Sysco Corporation,
the “Issuers,” and each, an “Issuer”), the initial
guarantors parties thereto and any other Subsidiary that provides a guarantee (collectively,
“Guarantors”) and U.S. Bank Trust Company, National Association, a national
banking association (“Trustee”); and
First Supplemental
Indenture, dated September 25, 2026 (“Senior First Supplemental Indenture”), among Issuers, Guarantors and Trustee;
and
Second
Supplemental Indenture dated October 6, 2026 (“Senior Second Supplemental Indenture”), among Issuers, Guarantors
and Trustee (the Senior Base Indenture, the Senior First Supplemental Indenture and the Senior Second Supplemental Indenture are, collectively,
the “Senior Indenture”).
Ladies and Gentlemen:
We have acted as
special and limited Nebraska counsel to Sysco Lincoln, Inc., a Nebraska corporation (the "Subsidiary Guarantor"),
in connection with the issuance by Issuers of $1,750,000,000 5.450% Senior Notes due 2029, $2,000,000,000 5.600% Senior Notes due 2031,
$1,500,000,000 5.800% Senior Notes due 2033, $2,000,000,000 5.950% Senior Notes due 2036, $1,000,000,000 6.400% Senior Notes due 2046,
$1,750,000,000 6.500% Senior Notes due 2056, and $750,000,000 6.600% Senior Notes due 2066 (collectively, the “USD Senior Notes”)
guaranteed by the Subsidiary Guarantors pursuant to (a) the Registration Statement of Issuers and the Guarantors on Form S-3
(Registration No. 333-298926) (the “Registration Statement”), which was filed by Issuers and the Guarantors with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), and (b) the related prospectus dated September 14, 2026, as supplemented by prospectuses relating to the sale
of the USD Senior Notes dated September 18, 2026 and September 22, 2026 (as so supplemented, the “Prospectus”),
as filed by Issuers and the Guarantors with the Commission pursuant to Rule 424(b) under the Securities Act. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Senior Indenture.
Fraser
Stryker PC LLO
1501
Mike Fahey Street, Suite 400, Omaha, NE 68102 — TEL: 402.341.6000 — FAX: 402.341.8290
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 2
October 6,
2026
The USD Senior
Notes and the related Guarantees (as defined below) are to be issued pursuant to the Senior Indenture.
Documents Reviewed.
In
our capacity as Nebraska counsel to the Subsidiary Guarantor, we have examined the following documents:
(a) the
Registration Statement and the Prospectus;
(b) the
Senior Indenture;
(c) the
Senior Second Supplemental Indenture;
(d) Certain
resolutions of the board of directors of Subsidiary Guarantor dated September 10, 2026;
(e) the
Certificate of Good Standing for Subsidiary Guarantor issued by the Nebraska Secretary of
State on September 17, 2026 (the "Certificate"); and
(f) Certificate
of the Secretary of Guarantors dated as of October 6, 2026, (“Certificate of
Secretary”).
The
documents listed in subparagraphs (a) through (f) above are hereinafter referred to as the “Financing Documents.”
Scope of Review.
In
rendering this opinion letter we have also examined all certificates of public officials, limited liability company documents and records
and other certificates and instruments that we deem necessary for the purposes of the opinions expressed in this opinion letter. As to
various questions of fact material to our opinions, we have relied upon on statements, representations and other certificates of Issuers
and Subsidiary Guarantor and, as to matters addressed therein, upon certificates or communications from public officials. The opinions
set forth in this letter, as they relate to a specific document, relate only to the specified document and do not extend to any documents,
agreements, or instruments referred to in the document, or exhibits or schedules to such document not expressly identified in this letter
as having been examined by us, other than the document referenced herein. Except as expressly described herein, we have not undertaken
or made inquiry into or any examination of Subsidiary Guarantor's entity or business records or any records relating to the assets or
liabilities of Subsidiary Guarantor, or any business conducted by Subsidiary Guarantor, nor have we undertaken any search of or made
any inquiry into certificates or records of public officials.
Assumptions.
In
preparing this opinion letter:
(i) We
have assumed the legal competency of all individual signers of documents.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 3
October 6,
2026
(ii) We
have assumed that all signatures of parties are genuine.
(iii) We
have assumed the due authorization, execution and delivery of all documents by all parties
to the Senior Indenture other than Subsidiary Guarantor.
(iv) In
those cases where we have examined copies of documents, we have assumed that those copies
are complete and accurate. We have also assumed that all public records are accurate and
complete.
(v) With
respect to Subsidiary Guarantor's good standing, we have relied on the Certificate.
(vi) We
have assumed that there has not been any mutual mistake of fact or misunderstanding, fraud,
duress or undue influence.
(vii) We
have assumed that the conduct of the parties to the Senior Indenture comply with any requirement
of good faith, fair dealing and conscionability.
(viii) We
have assumed that the Senior Indenture accurately reflect the complete understanding of the
parties with respect to the transactions contemplated by and the rights and obligations of
the parties thereunder and there are no agreements or understandings among the parties, written
or oral, and there is no usage of trade or course of prior dealing among the parties that
would, in either case, define, supplement, or qualify the terms of the Senior Indenture.
(ix) Trustee
is in full compliance with all laws to the extent the noncompliance would be material to
the opinions expressed herein, including federal laws and regulations.
(x) Trustee,
and each of their successors, will administer the Senior Indenture in accordance applicable
law.
(xi) In
connection with rendering the opinions contained herein, we have not examined any other documents
executed in connection with the Senior Indenture other than the Financing Documents and are
relying without investigation and with your permission on the factual representations of
Issuers and Subsidiary Guarantor in such documents.
Opining Jurisdiction.
We
express no opinion with respect to the effect of any law other than the law of the State of Nebraska (“Applicable Law”).
We advise you that issues addressed by this opinion letter may be governed in whole or in part by other laws, but we express no opinion
as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually
govern.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 4
October 6,
2026
Opinions.
Based
on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions contained
in this opinion letter, we are of the opinion that:
1. Subsidiary
Guarantor is a validly existing corporation in good standing under the laws of, and authorized to do business in, the State of Nebraska.
2. Subsidiary
Guarantor has the requisite corporate power and authority to execute and deliver the Second Senior Supplemental Indenture and to perform
its obligations under the Second Supplemental Indenture and the Guarantees.
3. The
Second Senior Supplemental Indenture has been duly authorized, executed and delivered by Subsidiary Guarantor.
Qualifications.
Notwithstanding
any provision in this opinion letter to the contrary, each of the opinions set forth in this opinion letter is subject to the following
additional qualifications:
Exclusions.
No
opinions should be implied beyond those expressly stated in this opinion letter.
Limitations.
Each
of the opinions set forth in this opinion letter is subject to the effect of generally applicable rules of law that:
(i) limit
or affect the enforcement of provisions of a contract that purport to require waiver of the
obligations of good faith, fair dealing, diligence, and reasonableness;
(ii) provide
that forum selection clauses in contracts are not necessarily binding on the court(s) in
the forum selected;
(iii) limit
the availability of a remedy under certain circumstances where another remedy has been elected;
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 5
October 6,
2026
(iv) limit
the right of a creditor to use force or cause a breach of the peace in enforcing rights;
(v) relate
to the sale or disposition of collateral or the requirements of a commercially reasonable
sale, including statutory cure provisions and rights of reinstatement and limitations on
deficiency judgments;
(vi) limit
the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring
indemnification of a party for, liability for its own action or inaction, to the extent the
action or inaction involves gross negligence, recklessness, willful misconduct, or unlawful
conduct;
(vii) may,
where less than all of a contract may be unenforceable, limit the enforceability of the balance
of the contract to circumstances in which the unenforceable portion is not an essential part
of the agreed exchange;
(viii) govern
and afford judicial discretion regarding the determination of damages and entitlement to
attorneys' fees and other costs;
(ix) may,
in the absence of a waiver or consent, discharge a guarantor to the extent that (A) action
by a creditor impairs the value of collateral securing guaranteed debt to the detriment of
the Subsidiary Guarantor, or (B) guaranteed debt is materially modified;
(x) may
permit a party who has materially failed to render or offer performance required by the contract
to cure that failure unless (A) permitting a cure would unreasonably hinder the aggrieved
party from making substitute arrangements for performance, or (B) it was important in
the circumstances to the aggrieved party that performance occur by the date stated in the
contract;
(xi) limit
or affect the enforceability of a waiver of a right of redemption;
(xii) impose
limitations on attorneys' or trustees' fees;
(xiii) limit
or affect the enforceability of provisions that purport to establish evidentiary standards;
and
(xiv) limit
or affect the enforceability of provisions that provide for payment of increased interest
rates upon delinquency in payment or upon any other default; or payment of liquidated damages
or prepayment premiums to the extent such payments are deemed to be penalties or forfeitures.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 6
October 6,
2026
Effective Date;
No Obligation to Update.
This
opinion letter is rendered as of its date, and we express no opinion as to circumstances or events which may occur subsequent to such
date. Further, we undertake no, and hereby disclaim any, obligation to advise you of any changes in, or any new developments which might
affect, any matters or opinions set forth in this opinion letter.
Use.
This opinion letter
has been prepared for use in connection with the filing by Issuers of a Current Report on Form 8-K relating to the offering, sale
and issuance of the USD Senior Notes and the Guarantees. We hereby consent to the filing of this opinion letter as an exhibit to the
above-described Form 8-K. Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely on this opinion as to matters of Applicable
Law in connection with any legal opinion by the same being rendered as an exhibit to the above-described Form 8-K on the date hereof.
Sincerely,
/s/ Fraser Stryker PC LLO
FRASER STRYKER PC LLO
EX-5.5 — EXHIBIT 5.5
EX-5.5
Filename: tm2625144d27_ex5-5.htm · Sequence: 10
Exhibit 5.5
Mark L. Brasee
Attorney
402.978.5306
mbrasee@fraserstryker.com
fraserstryker.com
October 6,
2026
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
RE: Indenture,
dated October 6, 2026 (“Junior Base Indenture”), among Sysco Corporation,
a Delaware corporation (“Sysco Corporation”), Sysco Holdings Corporation,
a Delaware corporation (“Sysco Holdings” and, together with Sysco Corporation,
the “Issuers,” and each, an “Issuer”), the initial
guarantors parties thereto and any other Subsidiary that provides a guarantee (collectively,
“Guarantors”) and U.S. Bank Trust Company, National Association, a national
banking association (“Trustee”); and
Second
Supplemental Indenture, dated October 6, 2026 (“Junior Second Supplemental Indenture”), among Issuers, Guarantors
and Trustee (the Junior Base Indenture and the Junior Second Supplemental Indenture are, collectively, the “Indenture”).
Ladies and Gentlemen:
We have acted as
special and limited Nebraska counsel to Sysco Lincoln, Inc., a Nebraska corporation (the "Subsidiary Guarantor"),
in connection with the issuance by Issuers of $1,500,000,000 7.100% Series A Junior Subordinated Notes due 2056, $1,000,000,000
7.250% Series B Junior Subordinated Notes due 2056, and $1,400,000,000 7.350% Series C Junior Subordinated Notes due 2056 the
“USD Junior Notes”) guaranteed by the Subsidiary Guarantors pursuant to (a) the Registration Statement of Issuers
and the Guarantors on Form S-3 (Registration No. 333-298926) (the “Registration Statement”), which was filed
by Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”), and (b) the related prospectus dated September 14, 2026,
as supplemented by the prospectus supplement relating to the sale of the USD Junior Notes dated S dated September 18, 2026 and September 22,
2026 (as so supplemented, the “Prospectus”), as filed by Issuers and the Guarantors with the Commission pursuant to
Rule 424(b) under the Securities Act. Unless otherwise indicated, capitalized terms used but not defined herein shall have
the meanings set forth in the Indenture.
The USD Junior
Notes and the related Guarantees (as defined below) are to be issued pursuant to the Indenture.
Fraser
Stryker PC LLO
1501
Mike Fahey Street, Suite 400, Omaha, NE 68102 — TEL: 402.341.6000 — FAX: 402.341.8290
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 2
October 6,
2026
Documents
Reviewed.
In
our capacity as Nebraska counsel to the Subsidiary Guarantor, we have examined the following documents:
(a) the
Registration Statement and the Prospectus;
(b) the
Junior Base Indenture;
(c) the
Junior Second Supplemental Indenture;
(d) Certain
resolutions of the board of directors of Subsidiary Guarantor dated September 10, 2026;
(e) the
Certificate of Good Standing for Subsidiary Guarantor issued by the Nebraska Secretary of
State on September 17, 2026 (the "Certificate"); and
(f) Certificate
of the Secretary of Guarantors dated as of October 6, 2026, (“Certificate of
Secretary”).
The
documents listed in subparagraphs (a) through (f) above are hereinafter referred to as the “Financing Documents.”
Scope of Review.
In
rendering this opinion letter we have also examined all certificates of public officials, limited liability company documents and records
and other certificates and instruments that we deem necessary for the purposes of the opinions expressed in this opinion letter. As to
various questions of fact material to our opinions, we have relied upon on statements, representations and other certificates of Issuers
and Subsidiary Guarantor and, as to matters addressed therein, upon certificates or communications from public officials. The opinions
set forth in this letter, as they relate to a specific document, relate only to the specified document and do not extend to any documents,
agreements, or instruments referred to in the document, or exhibits or schedules to such document not expressly identified in this letter
as having been examined by us, other than the document referenced herein. Except as expressly described herein, we have not undertaken
or made inquiry into or any examination of Subsidiary Guarantor's entity or business records or any records relating to the assets or
liabilities of Subsidiary Guarantor, or any business conducted by Subsidiary Guarantor, nor have we undertaken any search of or made
any inquiry into certificates or records of public officials.
Assumptions.
In
preparing this opinion letter:
(i) We
have assumed the legal competency of all individual signers of documents.
(ii) We
have assumed that all signatures of parties are genuine.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 3
October 6,
2026
(iii) We
have assumed the due authorization, execution and delivery of all documents by all parties
to the Indenture other than Subsidiary Guarantor.
(iv) In
those cases where we have examined copies of documents, we have assumed that those copies
are complete and accurate. We have also assumed that all public records are accurate and
complete.
(v) With
respect to Subsidiary Guarantor's good standing, we have relied on the Certificate.
(vi) We
have assumed that there has not been any mutual mistake of fact or misunderstanding, fraud,
duress or undue influence.
(vii) We
have assumed that the conduct of the parties to the Indenture comply with any requirement
of good faith, fair dealing and conscionability.
(viii) We
have assumed that the Indenture accurately reflect the complete understanding of the parties
with respect to the transactions contemplated by and the rights and obligations of the parties
thereunder and there are no agreements or understandings among the parties, written or oral,
and there is no usage of trade or course of prior dealing among the parties that would, in
either case, define, supplement, or qualify the terms of the Indenture.
(ix) Trustee
is in full compliance with all laws to the extent the noncompliance would be material to
the opinions expressed herein, including federal laws and regulations.
(x) Trustee,
and each of their successors, will administer the Indenture in accordance applicable law.
(xi) In
connection with rendering the opinions contained herein, we have not examined any other documents
executed in connection with the Indenture other than the Financing Documents and are relying
without investigation and with your permission on the factual representations of Issuers
and Subsidiary Guarantor in such documents.
Opining Jurisdiction.
We
express no opinion with respect to the effect of any law other than the law of the State of Nebraska (“Applicable Law”).
We advise you that issues addressed by this opinion letter may be governed in whole or in part by other laws, but we express no opinion
as to whether any relevant difference exists between the laws upon which our opinions are based and any other laws which may actually
govern.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 4
October 6,
2026
Opinions.
Based
on the foregoing and upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions contained
in this opinion letter, we are of the opinion that:
1. Subsidiary
Guarantor is a validly existing corporation in good standing under the laws of, and authorized to do business in, the State of Nebraska.
2. Subsidiary
Guarantor has the requisite corporate power and authority to execute and deliver the Junior Base Indenture and the Junior Second
Supplemental Indenture and to perform its obligations under the Junior Base Indenture and the Junior Second Supplemental Indenture
and the Guarantees.
3. The
Junior Base Indenture and the Junior Second Supplemental Indenture have been duly authorized, executed and delivered by Subsidiary
Guarantor.
Qualifications.
Notwithstanding
any provision in this opinion letter to the contrary, each of the opinions set forth in this opinion letter is subject to the following
additional qualifications:
Exclusions.
No
opinions should be implied beyond those expressly stated in this opinion letter.
Limitations.
Each
of the opinions set forth in this opinion letter is subject to the effect of generally applicable rules of law that:
(i) limit
or affect the enforcement of provisions of a contract that purport to require waiver of the
obligations of good faith, fair dealing, diligence, and reasonableness;
(ii) provide
that forum selection clauses in contracts are not necessarily binding on the court(s) in
the forum selected;
(iii) limit
the availability of a remedy under certain circumstances where another remedy has been elected;
(iv) limit
the right of a creditor to use force or cause a breach of the peace in enforcing rights;
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 5
October 6,
2026
(v) relate
to the sale or disposition of collateral or the requirements of a commercially reasonable
sale, including statutory cure provisions and rights of reinstatement and limitations on
deficiency judgments;
(vi) limit
the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring
indemnification of a party for, liability for its own action or inaction, to the extent the
action or inaction involves gross negligence, recklessness, willful misconduct, or unlawful
conduct;
(vii) may,
where less than all of a contract may be unenforceable, limit the enforceability of the balance
of the contract to circumstances in which the unenforceable portion is not an essential part
of the agreed exchange;
(viii) govern
and afford judicial discretion regarding the determination of damages and entitlement to
attorneys' fees and other costs;
(ix) may,
in the absence of a waiver or consent, discharge a guarantor to the extent that (A) action
by a creditor impairs the value of collateral securing guaranteed debt to the detriment of
the Subsidiary Guarantor, or (B) guaranteed debt is materially modified;
(x) may
permit a party who has materially failed to render or offer performance required by the contract
to cure that failure unless (A) permitting a cure would unreasonably hinder the aggrieved
party from making substitute arrangements for performance, or (B) it was important in
the circumstances to the aggrieved party that performance occur by the date stated in the
contract;
(xi) limit
or affect the enforceability of a waiver of a right of redemption;
(xii) impose
limitations on attorneys' or trustees' fees;
(xiii) limit
or affect the enforceability of provisions that purport to establish evidentiary standards;
and
(xiv) limit
or affect the enforceability of provisions that provide for payment of increased interest
rates upon delinquency in payment or upon any other default; or payment of liquidated damages
or prepayment premiums to the extent such payments are deemed to be penalties or forfeitures.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas
77077
Page 6
October 6,
2026
Effective Date;
No Obligation to Update.
This
opinion letter is rendered as of its date, and we express no opinion as to circumstances or events which may occur subsequent to such
date. Further, we undertake no, and hereby disclaim any, obligation to advise you of any changes in, or any new developments which might
affect, any matters or opinions set forth in this opinion letter.
Use.
This opinion letter
has been prepared for use in connection with the filing by Issuers of a Current Report on Form 8-K relating to the offering, sale
and issuance of the USD Junior Notes and the Guarantees. We hereby consent to the filing of this opinion letter as an exhibit to the
above-described Form 8-K. Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely on this opinion as to matters of Applicable
Law in connection with any legal opinion by the same being rendered as an exhibit to the above-described Form 8-K on the date hereof.
Sincerely,
/s/ Fraser Stryker PC LLO
FRASER STRYKER PC LLO
EX-5.6 — EXHIBIT 5.6
EX-5.6
Filename: tm2625144d27_ex5-6.htm · Sequence: 11
Exhibit
5.6
Mark L. Brasee
Attorney
402.978.5306
mbrasee@fraserstryker.com
fraserstryker.com
October 6, 2026
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
RE: Indenture, dated October 6, 2026
(“Junior Base Indenture”), among Sysco Corporation, a Delaware corporation
(“Sysco Corporation”), Sysco Holdings Corporation, a Delaware corporation
(“Sysco Holdings” and, together with Sysco Corporation, the “Issuers,”
and each, an “Issuer”), the initial guarantors parties thereto and any
other Subsidiary that provides a guarantee (collectively, “Guarantors”)
and U.S. Bank Trust Company, National Association, a national banking association (“Trustee”);
and
First Supplemental Indenture, dated October 6,
2026 (“Junior First Supplemental Indenture”), among Issuers, Guarantors and Trustee (the Junior Base Indenture and
the Junior First Supplemental Indenture are, collectively, the “Indenture”).
Ladies and Gentlemen:
We have acted as special and limited Nebraska
counsel to Sysco Lincoln, Inc., a Nebraska corporation (the "Subsidiary Guarantor"), in connection with the issuance
by Issuers of €1,000,000,000 6.000% Junior Subordinated Notes due 2056 (the “EUR Junior Notes”) guaranteed by
the Subsidiary Guarantors pursuant to (a) the Registration Statement of Issuers and the Guarantors on Form S-3 (Registration
No. 333-298926) (the “Registration Statement”), which was filed by Issuers and the Guarantors with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), and (b) the related prospectus dated September 14, 2026, as supplemented by the prospectuses supplement relating
to the sale of the EUR Junior Notes dated September 18, 2026 and September 22, 2026 (as so supplemented, the “Prospectus”),
as filed by Issuers and the Guarantors with the Commission pursuant to Rule 424(b) under the Securities Act. Unless otherwise
indicated, capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.
The EUR Junior Notes and the related Guarantees
(as defined below) are to be issued pursuant to the Indenture.
Fraser Stryker PC LLO
1501
Mike Fahey Street, Suite 400, Omaha, NE 68102 — TEL: 402.341.6000 — FAX: 402.341.8290
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Page 2
October 6, 2026
Documents Reviewed.
In our capacity as Nebraska
counsel to the Subsidiary Guarantor, we have examined the following documents:
(a) the
Registration Statement and the Prospectus;
(b) the
Junior Base Indenture;
(c) the
Junior First Supplemental Indenture;
(d) Certain
resolutions of the board of directors of Subsidiary Guarantor dated September 10, 2026;
(e) the
Certificate of Good Standing for Subsidiary Guarantor issued by the Nebraska Secretary of
State on September 17, 2026 (the "Certificate"); and
(f) Certificate
of the Secretary of Guarantors dated as of October 6, 2026, (“Certificate of
Secretary”).
The documents listed in subparagraphs
(a) through (f) above are hereinafter referred to as the “Financing Documents.”
Scope of Review.
In rendering this opinion
letter we have also examined all certificates of public officials, limited liability company documents and records and other certificates
and instruments that we deem necessary for the purposes of the opinions expressed in this opinion letter. As to various questions of
fact material to our opinions, we have relied upon on statements, representations and other certificates of Issuers and Subsidiary Guarantor
and, as to matters addressed therein, upon certificates or communications from public officials. The opinions set forth in this letter,
as they relate to a specific document, relate only to the specified document and do not extend to any documents, agreements, or instruments
referred to in the document, or exhibits or schedules to such document not expressly identified in this letter as having been examined
by us, other than the document referenced herein. Except as expressly described herein, we have not undertaken or made inquiry into or
any examination of Subsidiary Guarantor's entity or business records or any records relating to the assets or liabilities of Subsidiary
Guarantor, or any business conducted by Subsidiary Guarantor, nor have we undertaken any search of or made any inquiry into certificates
or records of public officials.
Assumptions.
In preparing this opinion
letter:
(i) We have assumed the legal competency of
all individual signers of documents.
(ii) We have assumed that all signatures of
parties are genuine.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Page 3
October 6, 2026
(iii) We have assumed the due authorization,
execution and delivery of all documents by all parties to the Indenture other than Subsidiary
Guarantor.
(iv) In those cases where we have examined
copies of documents, we have assumed that those copies are complete and accurate. We have
also assumed that all public records are accurate and complete.
(v) With respect to Subsidiary Guarantor's
good standing, we have relied on the Certificate.
(vi) We have assumed that there has not been
any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
(vii) We have assumed that the conduct of
the parties to the Indenture comply with any requirement of good faith, fair dealing and
conscionability.
(viii) We have assumed that the Indenture
accurately reflect the complete understanding of the parties with respect to the transactions
contemplated by and the rights and obligations of the parties thereunder and there are no
agreements or understandings among the parties, written or oral, and there is no usage of
trade or course of prior dealing among the parties that would, in either case, define, supplement,
or qualify the terms of the Indenture.
(ix) Trustee is in full compliance with all
laws to the extent the noncompliance would be material to the opinions expressed herein,
including federal laws and regulations.
(x) Trustee, and each of their successors,
will administer the Indenture in accordance applicable law.
(xi) In connection with rendering the opinions
contained herein, we have not examined any other documents executed in connection with the
Indenture other than the Financing Documents and are relying without investigation and with
your permission on the factual representations of Issuers and Subsidiary Guarantor in such
documents.
Opining Jurisdiction.
We express no opinion with
respect to the effect of any law other than the law of the State of Nebraska (“Applicable Law”). We advise you that
issues addressed by this opinion letter may be governed in whole or in part by other laws, but we express no opinion as to whether any
relevant difference exists between the laws upon which our opinions are based and any other laws which may actually govern.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Page 4
October 6, 2026
Opinions.
Based on the foregoing and
upon such investigation as we have deemed necessary, and subject to the qualifications and exceptions contained in this opinion letter,
we are of the opinion that:
1. Subsidiary
Guarantor is a validly existing corporation in good standing under the laws of, and authorized to do business in, the State of Nebraska.
2. Subsidiary
Guarantor has the requisite corporate power and authority to execute and deliver the Junior Base Indenture and the Junior First
Supplemental Indenture and to perform its obligations under the Junior Base Indenture and the Junior First Supplemental Indenture
and the Guarantees.
3. The
Junior Base Indenture and the Junior First Supplemental Indenture have been duly authorized, executed and delivered by Subsidiary
Guarantor.
Qualifications.
Notwithstanding any provision
in this opinion letter to the contrary, each of the opinions set forth in this opinion letter is subject to the following additional
qualifications:
Exclusions.
No opinions should be implied
beyond those expressly stated in this opinion letter.
Limitations.
Each of the opinions set
forth in this opinion letter is subject to the effect of generally applicable rules of law that:
(i) limit or affect the enforcement of provisions
of a contract that purport to require waiver of the obligations of good faith, fair dealing,
diligence, and reasonableness;
(ii) provide that forum selection clauses
in contracts are not necessarily binding on the court(s) in the forum selected;
(iii) limit the availability of a remedy under
certain circumstances where another remedy has been elected;
(iv) limit the right of a creditor to use
force or cause a breach of the peace in enforcing rights;
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Page 5
October 6, 2026
(v) relate to the sale or disposition of collateral
or the requirements of a commercially reasonable sale, including statutory cure provisions
and rights of reinstatement and limitations on deficiency judgments;
(vi) limit the enforceability of provisions
releasing, exculpating, or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or inaction involves
gross negligence, recklessness, willful misconduct, or unlawful conduct;
(vii) may, where less than all of a contract
may be unenforceable, limit the enforceability of the balance of the contract to circumstances
in which the unenforceable portion is not an essential part of the agreed exchange;
(viii) govern and afford judicial discretion
regarding the determination of damages and entitlement to attorneys' fees and other costs;
(ix) may, in the absence of a waiver or consent,
discharge a guarantor to the extent that (A) action by a creditor impairs the value
of collateral securing guaranteed debt to the detriment of the Subsidiary Guarantor, or (B) guaranteed
debt is materially modified;
(x) may permit a party who has materially
failed to render or offer performance required by the contract to cure that failure unless
(A) permitting a cure would unreasonably hinder the aggrieved party from making substitute
arrangements for performance, or (B) it was important in the circumstances to the aggrieved
party that performance occur by the date stated in the contract;
(xi) limit or affect the enforceability of
a waiver of a right of redemption;
(xii) impose limitations on attorneys' or
trustees' fees;
(xiii) limit or affect the enforceability
of provisions that purport to establish evidentiary standards; and
(xiv) limit or affect the enforceability of
provisions that provide for payment of increased interest rates upon delinquency in payment
or upon any other default; or payment of liquidated damages or prepayment premiums to the
extent such payments are deemed to be penalties or forfeitures.
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Page 6
October 6, 2026
Effective Date;
No Obligation to Update.
This opinion letter is rendered
as of its date, and we express no opinion as to circumstances or events which may occur subsequent to such date. Further, we undertake
no, and hereby disclaim any, obligation to advise you of any changes in, or any new developments which might affect, any matters or opinions
set forth in this opinion letter.
Use.
This opinion letter has been prepared for use
in connection with the filing by Issuers of a Current Report on Form 8-K relating to the offering, sale and issuance of the EUR
Junior Notes and the Guarantees. We hereby consent to the filing of this opinion letter as an exhibit to the above-described Form 8-K.
Paul, Weiss, Rifkind, Wharton & Garrison LLP may rely on this opinion as to matters of Applicable Law in connection with any
legal opinion by the same being rendered as an exhibit to the above-described Form 8-K on the date hereof.
Sincerely,
/s/ Fraser Stryker PC LLO
FRASER STRYKER PC LLO
EX-5.7 — EXHIBIT 5.7
EX-5.7
Filename: tm2625144d27_ex5-7.htm · Sequence: 12
Exhibit 5.7
900 West 48th Place, Suite 900, Kansas City,
Missouri, 64112 • 816.753.1000
October 6,
2026
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077
Ladies and Gentlemen:
We have acted as special Missouri counsel to Sysco
Kansas City, Inc., a Missouri corporation (the “Opinion Guarantor”), a subsidiary of Sysco Corporation, a Delaware
corporation (the “Parent”), in connection with the issuance by the Parent
and Sysco Holdings Corporation, a Delaware corporation (“Holdings” and, together with the Parent, the “Issuers”),
as co-issuers, of (i) $1,750,000,000 aggregate principal amount of its 5.450% Senior
Notes due 2029 (the “2029 Notes”) , (ii) $2,000,000,000 aggregate
principal amount of its 5.600% Senior Notes due 2031
(the “2031 Notes”), (iii) $1,500,000,000 aggregate principal amount of its 5.800%
Senior Notes due 2033 (the “2033 Notes”), (iv) $2,000,000,000 aggregate
principal amount of its 5.950% Senior Notes due 2036
(the “2036 Notes”), (v) $1,000,000,000 aggregate principal amount of its 6.400%
Senior Notes due 2046 (the “2046 Notes”), (vi) $1,750,000,000 aggregate
principal amount of its 6.500% Senior Notes due 2056
(the “2056 Notes”), (vii) $750,000,000 aggregate principal amount of its 6.600%
Senior Notes due 2066 (the “2066 Notes” and, together with the 2029 Notes,
2031 Notes, 2033 Notes, 2036 Notes, 2046 Notes and 2056 Notes, the “USD Senior Notes”), (viii) €1,000,000,000
aggregate principal amount of its 6.000% Junior Subordinated Notes due 2056 (the “EUR
Subordinated Notes”), (ix) $1,500,000,000 aggregate principal amount of its 7.100%
Series A Junior Subordinated Notes due 2056 (the “Series A 2056 Notes”) , (x) $1,000,000,000 aggregate
principal amount of its 7.250% Series B Junior Subordinated Notes due 2056 (the “Series B
2056 Notes”), and (xi) $1,400,000,000 aggregate principal amount of its 7.350%
Series C Junior Subordinated Notes due 2056 (the “Series C 2056 Notes” and, together with the Series A
2056 Notes and the Series B 2056 Notes, the “USD Subordinated Notes”), and the USD Senior Notes, the EUR Subordinated
Notes and the USD Subordinated Notes, collectively, the “Notes.”
The Issuers’ obligations under the USD Senior
Notes will be guaranteed to the extent provided in the USD Senior Notes Indenture (as defined below) (such guarantees, the “USD
Senior Guarantees”) on a senior unsecured basis by the Guarantors (as defined below) (including the Opinion Guarantor). The
Issuers’ obligations under the EUR Subordinated Notes will be guaranteed to the extent provided in the EUR Subordinated Notes Indenture
(as defined below) (such guarantees, the “EUR Subordinated Guarantees”) on an unsecured, subordinate and junior basis
by the Guarantors (including the Opinion Guarantor). The Issuers’ obligations under the USD Subordinated Notes will be guaranteed
to the extent provided in the USD Subordinated Notes Indenture (as defined below) (such guarantees, the “USD Subordinated Guarantees”
and, together with the USD Senior Guarantees, and the EUR Subordinated Guarantees, the “Guarantees”) on an unsecured,
subordinate and junior basis by the Guarantors (including the Opinion Guarantor). The Notes and the Guarantees are being offered pursuant
to those certain prospectus supplements dated September 22, 2026 and the accompanying
base prospectus dated September 14, 2026 that form part of the Issuers’ effective
registration statement on Form S-3ASR (File No. 333-298926) (the “Registration Statement”), under the Securities
Act of 1933, as amended (the “Securities Act”). This opinion letter is furnished
to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5),
in connection with the Registration Statement.
The Notes and the Guarantees are to be issued
pursuant to (i) the Senior Note Indenture dated as of September 25, 2026 (the
“Senior Base Indenture”) among the Issuers, the Guarantors and U.S. Bank Trust Company, National Association, as trustee
(the “Trustee”), as supplemented and amended by the Second Senior Supplemental
Indenture thereto dated as of the date hereof (the “Second Senior Supplemental
Indenture”) among the Issuers, the subsidiary guarantors party thereto (collectively, the “Guarantors”)
and the Trustee, and (ii) the Junior Subordinated Note Indenture dated as of October 6,
2026 (the “Subordinated Base Indenture”) among the Issuers, the Guarantors and the Trustee, as supplemented
and amended by the First Subordinated Supplemental Indenture thereto dated as of the date
hereof (the “First Subordinated Supplemental Indenture”) among
the Issuers, the Guarantors and the Trustee, and the Second Subordinated Supplemental Indenture
thereto dated as of the date hereof (the “Second Subordinated Supplemental
Indenture”) among the Issuers, the Guarantors and the Trustee. The Senior Base Indenture, as amended and supplemented by the
Second Senior Supplemental Indenture, is referred to herein as the “USD Senior
Notes Indenture.” The Subordinated Base Indenture, as amended and supplemented by the First
Subordinated Supplemental Indenture, is referred to herein as the “EUR Subordinated Notes Indenture.” The Subordinated
Base Indenture, as amended and supplemented by the Second Subordinated Supplemental Indenture,
is referred to herein as the “USD Subordinated Notes Indenture.”
For purposes
of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis
on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness
of all signatures, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the
conformity to authentic original documents of all documents submitted to us as copies (including electronic copies). We have also assumed
the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Opinion Guarantor, that such parties other than the Opinion
Guarantor had the requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such parties other than the Opinion Guarantor have
duly authorized such agreements or instruments by all requisite action (corporate or otherwise), that such agreements or instruments
have been duly executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable
obligations of all parties thereto. As to all matters of fact, we have relied on the representations and statements of fact made
in the documents so reviewed, including all statements in certificates of public officials and officers of the Opinion Guarantor
that we reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements
herein are made, in the context of the foregoing.
This opinion
letter is based as to matters of law solely on the applicable provisions of the laws of the State of Missouri (but not including any
laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level),
as currently in effect. We express no opinion herein as to any other statutes, rules or regulations (and in particular, we
express no opinion as to any effect that such other statutes, rules or regulations may have on the opinions expressed herein).
Based upon,
subject to and limited by the foregoing, we are of the opinion that:
1. The
Opinion Guarantor is validly existing as a corporation under the laws of the State of Missouri.
2. The
Opinion Guarantor has the corporate power and authority under the laws of the State of Missouri
to issue the USD Senior Guarantees.
3. Each
USD Senior Guarantee has been duly authorized by the Opinion Guarantor.
4. The
Opinion Guarantor has the corporate power and authority under the laws of the State of Missouri to issue the EUR Subordinated Guarantees.
5. Each
EUR Subordinated Guarantee has been duly authorized by the Opinion Guarantor.
6. The
Opinion Guarantor has the corporate power and authority under the laws of the State of Missouri
to issue the USD Subordinated Guarantees.
7. Each
USD Subordinated Guarantee has been duly authorized by the Opinion Guarantor.
This opinion letter has been prepared for use
in connection with the filing by each of the Issuers of its respective Current Report on Form 8-K relating to the offering, sale
and issuance of the Notes and the Guarantees. This opinion letter is given only as of the time
of its delivery, and we assume no obligation or responsibility to update or supplement this opinion letter after its delivery.
We
hereby consent to the filing of this opinion letter as Exhibit 5.7 to each of the above-described Form 8-K filings.
In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act. Paul,
Weiss, Rifkind, Wharton & Garrison LLP may rely on this opinion as to matters of Missouri law in connection with any legal opinion
by the same being rendered as an exhibit to each of the above-described Form 8-K filings on the date hereof.
Very
truly yours,
/s/
Polsinelli PC
Polsinelli
PC
EX-5.8 — EXHIBIT 5.8
EX-5.8
Filename: tm2625144d27_ex5-8.htm · Sequence: 13
Exhibit
5.8
Merrill’s Wharf
254 Commercial Street
Portland, ME 04101
PH 207.791.1100
FX 207.791.1350
info@pierceatwood.com
pierceatwood.com
October 6, 2026
Sysco Corporation
and Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas
77077
Re: Sysco Northern New England, Inc.
Ladies and Gentlemen:
At
your request, this opinion is being furnished to you for filing as Exhibit 5.8 to the Current Report of Sysco Corporation, a Delaware
corporation (the “Company”) and Sysco Holdings Corporation (“Holdings”) on Form 8-K to be
filed by the Company and Holdings with the Securities and Exchange Commission on the date hereof (the “Form 8-K”).
We are special Maine counsel for the limited purpose of providing certain Maine law opinions regarding Sysco Northern New England, Inc.,
a Maine corporation (“Sysco Maine”) in connection with that certain Second Supplemental Indenture, dated as of October 6,
2026, among the Company and Holdings (collectively, the “Issuer”), certain subsidiary guarantors party thereto (the
“Guarantors”), including Sysco Maine, and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”)
(the “Supplemental Indenture”), which supplements that certain Indenture, dated as of September 25, 2026, among
the Issuer, the Guarantors and the Trustee. Terms defined in this letter or in any of its exhibits or schedules have the defined meaning
wherever they are used in this letter, its exhibits or its schedules.
For purposes of rendering our opinions in this
letter, we have reviewed:
A. an executed copy of the Supplemental Indenture;
B. the certificates identified in Exhibit A
attached hereto (collectively, the “Certificates”), which include certifications
by officers of Sysco Maine with respect to the Articles of Incorporation and Bylaws of Sysco
Maine, as each is in effect as of the date hereof and amended to date (respectively, each
the “Articles of Incorporation” and the “Bylaws”);
and
C. such other documents as we have deemed
necessary in order to render the opinions set forth herein.
Subject to the assumptions, qualifications, exclusions
and other limitations in this letter and in the schedules attached to this letter, we advise you that:
1. Sysco Maine is a corporation legally existing
and in good standing under the laws of the State of Maine.
2. Sysco
Maine has the corporate power and authority to execute and deliver the Supplemental
Indenture and to perform its obligations thereunder.
3. Sysco
Maine has taken all corporate action necessary to authorize the execution, delivery and performance
of the Supplemental Indenture, including the guarantee provided therein.
Sysco Corporation and Sysco Holdings Corporation
Page 2
October 6, 2026
4. Sysco
Maine has duly executed and delivered the Supplemental Indenture.
In preparing this
letter, we did not search any electronic databases or the dockets of any court, regulatory body or governmental agency or other
filing office in any jurisdiction. In addition, we relied without any independent verification upon the assumptions recited in Schedule
A to this letter and upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual
information provided to us in the Certificate identified in Item 2 of Exhibit A; and such other sources as we have deemed
reasonable. We have assumed without investigation that there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied
is accurate and does not omit disclosures necessary to prevent such information from being misleading.
Our advice on every legal issue addressed in
this letter is based exclusively on the internal laws of the State of Maine. We advise you that issues addressed by this letter may be
governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon
which our opinions are based and any other laws which may actually govern. In preparing this letter, we have relied without any independent
verification upon the assumptions recited in Schedule A to this letter. Our opinions are subject to all qualifications in the
attached Schedule B and do not cover or otherwise address any law or legal matter which is identified in the attached Schedule
C. The attached exhibits and schedules are an integral part of this letter.
Our opinions herein are limited to the Supplemental
Indenture. Other than the Supplemental Indenture, we render no opinion as to any other document or instrument associated with the transactions
contemplated by the Supplemental Indenture, or as to the impact of incorporating by reference the terms, conditions, covenants or agreements
of the same into the Supplemental Indenture, notwithstanding any provision or statement in the Supplemental Indenture either generally
or specifically referring to, purporting to incorporate by reference or obligating the parties thereto to perform terms, covenants or
agreements set forth in any other document or instrument associated with the transaction contemplated in the Supplemental Indenture.
This letter speaks as of the time of its delivery
on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about
which our firm did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any
of our opinions, or for any other reason. The term “actual knowledge” whenever it is used in this letter (including its Schedules)
with respect to our firm means the actual awareness at the time this letter is delivered on the date it bears by those attorneys of this
firm who have had significant involvement with the preparation of this opinion letter.
We hereby consent to the filing of this opinion
letter as an exhibit to the 8-K. In giving the foregoing consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the United
States Securities and Exchange Commission thereunder. In addition, King & Spalding LLP may rely on this opinion as to matters
of Maine law in connection with any legal opinion being rendered by the same on the date hereof with respect to the matters set forth
herein. This opinion letter may not be used or relied on for any other purpose without our prior written consent.
Sysco Corporation and Sysco Holdings Corporation
Page 3
October 6, 2026
Very
truly yours,
PIERCE
ATWOOD LLP
By:
/s/ Andrea Suter
A Partner
ExHIBIT
A
certificates
1. Certificate from the Secretary of State of
the State of Maine attesting to the legal existence and good standing of Sysco Maine in the
State of Maine, dated September 11, 2026 (the “Good Standing Certificate”).
2. Certificate
of Secretary of the Guarantors, executed by the Secretary of the Guarantors, including
Sysco Maine, dated as of the date of this letter containing certifications for Sysco Maine
with respect to, among other things: (i) Sysco Maine’s Articles of Incorporation
and Bylaws and all amendments thereto; (ii) the resolutions authorizing the transactions
contemplated by the Supplemental Indenture; (iii) the execution, delivery and performance
by Sysco Maine of the Supplemental Indenture; and (iv) the incumbency of the officers
of Sysco Maine.
SCHEDULE
A
Assumptions
Our opinions in the letter to which this Schedule
is attached (“our letter”) are subject to each of the assumptions set forth in this Schedule, upon which we have relied,
without investigation:
1. The unconditional physical or electronic
delivery of the Supplemental Indenture by Sysco Maine.
2. Any natural person who executed the Supplemental
Indenture was legally competent to do so.
3. Each document submitted to us for review
is accurate and complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on each such
document are genuine.
4. The Good Standing Certificate relied on
by us is accurate and complete, and all relevant official public records to which the Good
Standing Certificate relates are accurate and complete.
5. There
has been no relevant change or development between the dates as of which the information
cited in the Certificate were given and the date of this letter, and the Certificate and
other documents upon which we have relied are accurate and do not omit disclosures necessary
to prevent such information from being misleading.
6. There
has not been, with respect to any transaction contemplated by the Supplemental Indenture,
any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
7. There are no agreements or understandings
among the parties, written or oral, and there is no usage of trade or course of prior dealing
among the parties that would, in either case, define, supplement or qualify the terms of
the Supplemental Indenture.
8. All
information required to be disclosed in connection with any consent or approval by the board
of directors of Sysco Maine and all other information required to be disclosed in connection
with any issue relevant to our opinions has in fact been fully and fairly disclosed to all
persons to whom it is required to be disclosed.
9. The
Supplemental Indenture is in substantially the same form as the corresponding draft reviewed
by the board of directors of Sysco Maine in connection with its approval of the transactions
contemplated by the Supplemental Indenture.
10. Each of the parties to the Supplemental
Indenture has consented in writing to the electronic execution and delivery of the Supplemental
Indenture.
Schedule
B
QUALIFICATIONS
1. Our opinion expressed in paragraph 1 regarding
the legal existence and good standing of Sysco Maine is based solely on the Good Standing
Certificate, is rendered as of the date of the Good Standing Certificate, and is not intended
to provide, and shall not be construed as providing, any conclusions or assurances beyond
those conveyed by the Good Standing Certificate. We render no opinion as to the tax good
standing of Sysco Maine in any jurisdiction.
2. The opinions expressed in paragraphs 2 and
3 of our letter with respect to the performance by Sysco Maine of its respective obligations
under the Supplemental Indenture are limited to the performance of those obligations necessary
for Sysco Maine to execute and deliver the Supplemental Indenture and consummate the transactions
contemplated therein on the date hereof. We express no opinion with respect to the performance
by Sysco Maine of its obligations under the Supplemental Indenture after the date hereof.
3. We express no opinion regarding:
a. the perfection of any lien or security
interest in any property (whether real, personal or mixed, and whether such perfection be
accomplished or purport to be accomplished by filing, by possession, by control or otherwise);
b. Sysco Maine’s rights in or title
to any of its properties, including without limitation, any of the Collateral;
c. the validity, binding effect or enforceability
of the Supplemental Indenture; or
d. the creation, effect of perfection or priority
of any lien or security interest purported to be granted in any of the Supplemental Indenture.
SCHEDULE
C
Excluded
LawS and legal issues
None of the opinions or advice contained in our
letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. securities laws or any rules or regulations
promulgated thereunder, including, without limitation, the anti-fraud provisions thereof,
state “Blue Sky” laws and regulations, and laws and regulations relating to commodity
(and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations
(e.g., ERISA);
3. antitrust and unfair competition laws and regulations;
4. laws and
regulations concerning filing and notice requirements;
5. compliance with fiduciary duty requirements;
6. the statutes and ordinances, the administrative
decisions and the rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through legislative action at the state
or regional level, e.g., water agencies, joint power districts, turnpike and toll road authorities,
rapid transit districts or authorities, and port authorities) and judicial decisions to the
extent that they deal with any of the foregoing;
7. fraudulent transfer and fraudulent conveyance
laws;
8. laws limiting or regulating the maximum amount
of interest that may be charged, collected, received or contracted for;
9. environmental laws and regulations;
10. land use and subdivision laws and regulations;
11. tax laws and regulations;
12. patent, trademark, copyright and other federal
and state intellectual property laws and regulations;
13. racketeering laws and regulations (e.g., RICO);
14. health and safety laws and regulations (e.g.,
OSHA);
15. labor laws and regulations;
16. laws, regulations and policies concerning
(a) national and local emergency, (b) possible judicial deference to acts of sovereign
states, and (c) criminal and civil forfeiture laws;
17. other statutes of general application to the
extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);
and
18. the effect of any law, regulation or order
which hereafter becomes effective.
We have not undertaken any research for purposes
of determining whether Sysco Maine or any of the transactions which may occur in connection with the Supplemental Indenture are subject
to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized
as applicable by lawyers in Maine, and none of our opinions cover any such law or other requirement unless (a) the firm had actual
knowledge of its applicability at the time our letter was delivered on the date it bears, and (b) it is not excluded from coverage
by other provisions in our letter or in any Schedule to our letter.
EX-5.9 — EXHIBIT 5.9
EX-5.9
Filename: tm2625144d27_ex5-9.htm · Sequence: 14
Exhibit 5.9
Merrill’s Wharf
254 Commercial
Street
Portland, ME 04101
PH 207.791.1100
FX 207.791.1350
info@pierceatwood.com
pierceatwood.com
October 6, 2026
Sysco Corporation
and Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas
77077
Re: Sysco Northern New England, Inc.
Ladies and Gentlemen:
At
your request, this opinion is being furnished to you for filing as Exhibit 5.9 to the Current Report of Sysco Corporation, a Delaware
corporation (the “Company”) and Sysco Holdings Corporation (“Holdings”) on Form 8-K to be
filed by the Company and Holdings with the Securities and Exchange Commission on the date hereof (the “Form 8-K”).
We are special Maine counsel for the limited purpose of providing certain Maine law opinions regarding Sysco Northern New England, Inc.,
a Maine corporation (“Sysco Maine”) in connection with that certain (1) First Supplemental Indenture, dated as
of October 6, 2026, among Company and Holdings (collectively, the “Issuer”), certain subsidiary guarantors party
thereto (the “Guarantors”), including Sysco Maine, and U.S. Bank Trust Company, National Association, as Trustee (the
“Trustee”) (the “First Supplemental Indenture”) and (2) Second Supplemental Indenture, dated
as of October 6, 2026, among the Issuer, the Guarantors, including Sysco Maine, and the Trustee (the “Second Supplemental
Indenture”), which supplements that certain Indenture, dated as of October 6, 2026, among the Issuer, the Guarantors and
the Trustee. Terms defined in this letter or in any of its exhibits or schedules have the defined meaning wherever they are used in this
letter, its exhibits or its schedules.
For purposes of rendering our opinions in this
letter, we have reviewed:
A. an executed copy of the First Supplemental
Indenture and the Second Supplemental Indenture (collectively, the “Supplemental
Indentures”);
B. the certificates identified in Exhibit A
attached hereto (collectively, the “Certificates”), which include certifications
by officers of Sysco Maine with respect to the Articles of Incorporation and Bylaws of Sysco
Maine, as each is in effect as of the date hereof and amended to date (respectively, each
the “Articles of Incorporation” and the “Bylaws”);
and
C. such other documents as we have deemed
necessary in order to render the opinions set forth herein.
Subject to the assumptions, qualifications, exclusions
and other limitations in this letter and in the schedules attached to this letter, we advise you that:
1. Sysco Maine is a corporation legally existing
and in good standing under the laws of the State of Maine.
2. Sysco
Maine has the corporate power and authority to execute and deliver the Supplemental
Indentures and to perform its obligations thereunder.
Sysco Corporation and Sysco Holdings Corporation
Page 2
October 6, 2026
3. Sysco
Maine has taken all corporate action necessary to authorize the execution, delivery and performance
of the Supplemental Indentures, including the guarantee provided therein.
4. Sysco
Maine has duly executed and delivered the Supplemental Indentures.
In preparing this
letter, we did not search any electronic databases or the dockets of any court, regulatory body or governmental agency or other
filing office in any jurisdiction. In addition, we relied without any independent verification upon the assumptions recited in Schedule
A to this letter and upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual
information provided to us in the Certificate identified in Item 2 of Exhibit A; and such other sources as we have deemed
reasonable. We have assumed without investigation that there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied
is accurate and does not omit disclosures necessary to prevent such information from being misleading.
Our advice on every legal issue addressed in
this letter is based exclusively on the internal laws of the State of Maine. We advise you that issues addressed by this letter may be
governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon
which our opinions are based and any other laws which may actually govern. In preparing this letter, we have relied without any independent
verification upon the assumptions recited in Schedule A to this letter. Our opinions are subject to all qualifications in the
attached Schedule B and do not cover or otherwise address any law or legal matter which is identified in the attached Schedule
C. The attached exhibits and schedules are an integral part of this letter.
Our opinions herein are limited to the Supplemental
Indentures. Other than the Supplemental Indentures, we render no opinion as to any other document or instrument associated with the transactions
contemplated by the Supplemental Indentures, or as to the impact of incorporating by reference the terms, conditions, covenants or agreements
of the same into the Supplemental Indentures, notwithstanding any provision or statement in the Supplemental Indentures either generally
or specifically referring to, purporting to incorporate by reference or obligating the parties thereto to perform terms, covenants or
agreements set forth in any other document or instrument associated with the transaction contemplated in the Supplemental Indentures.
This letter speaks as of the time of its delivery
on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about
which our firm did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any
of our opinions, or for any other reason. The term “actual knowledge” whenever it is used in this letter (including its Schedules)
with respect to our firm means the actual awareness at the time this letter is delivered on the date it bears by those attorneys of this
firm who have had significant involvement with the preparation of this opinion letter.
We hereby consent to the filing of this opinion
letter as an exhibit to the Form 8-K. In giving the foregoing consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations
of the United States Securities and Exchange Commission thereunder. In addition, King & Spalding LLP may rely on this opinion
as to matters of Maine law in connection with any legal opinion being rendered by the same on the date hereof with respect to the matters
set forth herein. This opinion letter may not be used or relied on for any other purpose without our prior written consent.
Sysco Corporation and Sysco Holdings Corporation
Page 3
October 6, 2026
Very
truly yours,
PIERCE
ATWOOD LLP
By:
/s/
Andrea Suter
A
Partner
ExHIBIT
A
certificates
1. Certificate from the Secretary of State of
the State of Maine attesting to the legal existence and good standing of Sysco Maine in the
State of Maine, dated September 11, 2026 (the “Good Standing Certificate”).
2. Certificate
of Secretary of the Guarantors, executed by the Secretary of the Guarantors, including
Sysco Maine, dated as of the date of this letter containing certifications for Sysco Maine
with respect to, among other things: (i) Sysco Maine’s Articles of Incorporation
and Bylaws and all amendments thereto; (ii) the resolutions authorizing the transactions
contemplated by the First Supplemental Indenture and the Second Supplemental Indenture and
the execution, delivery and performance by Sysco Maine of the First Supplemental Indenture
and the Second Supplemental Indenture; and (iii) the incumbency of the officers of Sysco
Maine.
SCHEDULE
A
Assumptions
Our opinions in the letter to which this Schedule
is attached (“our letter”) are subject to each of the assumptions set forth in this Schedule, upon which we have relied,
without investigation:
1. The unconditional physical or electronic
delivery of the Supplemental Indentures by Sysco Maine.
2. Any natural person who executed the Supplemental
Indentures was legally competent to do so.
3. Each document submitted to us for review
is accurate and complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on each such
document are genuine.
4. The Good Standing Certificate relied on
by us is accurate and complete, and all relevant official public records to which the Good
Standing Certificate relates are accurate and complete.
5. There
has been no relevant change or development between the dates as of which the information
cited in the Certificate were given and the date of this letter, and the Certificate and
other documents upon which we have relied are accurate and do not omit disclosures necessary
to prevent such information from being misleading.
6. There
has not been, with respect to any transaction contemplated by the Supplemental Indentures,
any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
7. There are no agreements or understandings
among the parties, written or oral, and there is no usage of trade or course of prior dealing
among the parties that would, in either case, define, supplement or qualify the terms of
the Supplemental Indentures.
8. All
information required to be disclosed in connection with any consent or approval by the board
of directors of Sysco Maine and all other information required to be disclosed in connection
with any issue relevant to our opinions has in fact been fully and fairly disclosed to all
persons to whom it is required to be disclosed.
9. The
Supplemental Indentures are in substantially the same form as the corresponding draft reviewed
by the board of directors of Sysco Maine in connection with its approval of the transactions
contemplated by the Supplemental Indenture.
10. Each of the parties to the Supplemental
Indentures has consented in writing to the electronic execution and delivery of the Supplemental
Indentures.
Schedule
B
QUALIFICATIONS
1. Our opinion expressed in paragraph 1 regarding
the legal existence and good standing of Sysco Maine is based solely on the Good Standing
Certificate, is rendered as of the date of the Good Standing Certificate, and is not intended
to provide, and shall not be construed as providing, any conclusions or assurances beyond
those conveyed by the Good Standing Certificate. We render no opinion as to the tax good
standing of Sysco Maine in any jurisdiction.
2. The opinions expressed in paragraphs 2 and
3 of our letter with respect to the performance by Sysco Maine of its respective obligations
under the Supplemental Indentures are limited to the performance of those obligations necessary
for Sysco Maine to execute and deliver the Supplemental Indentures and consummate the transactions
contemplated therein on the date hereof. We express no opinion with respect to the performance
by Sysco Maine of its obligations under the Supplemental Indentures after the date hereof.
3. We express no opinion regarding:
a. the perfection of any lien or security
interest in any property (whether real, personal or mixed, and whether such perfection be
accomplished or purport to be accomplished by filing, by possession, by control or otherwise);
b. Sysco Maine’s rights in or title
to any of its properties, including without limitation, any collateral;
c. the validity, binding effect or enforceability
of the Supplemental Indentures; or
d. the creation, effect of perfection or priority
of any lien or security interest purported to be granted in any of the Supplemental Indentures.
SCHEDULE
C
Excluded
LawS and legal issues
None of the opinions or advice contained in our
letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. securities laws or any rules or regulations
promulgated thereunder, including, without limitation, the anti-fraud provisions thereof,
state “Blue Sky” laws and regulations, and laws and regulations relating to commodity
(and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations
(e.g., ERISA);
3. antitrust and unfair competition laws and regulations;
4. laws and
regulations concerning filing and notice requirements;
5. compliance with fiduciary duty requirements;
6. the statutes and ordinances, the administrative
decisions and the rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through legislative action at the state
or regional level, e.g., water agencies, joint power districts, turnpike and toll road authorities,
rapid transit districts or authorities, and port authorities) and judicial decisions to the
extent that they deal with any of the foregoing;
7. fraudulent transfer and fraudulent conveyance
laws;
8. laws limiting or regulating the maximum amount
of interest that may be charged, collected, received or contracted for;
9. environmental laws and regulations;
10. land use and subdivision laws and regulations;
11. tax laws and regulations;
12. patent, trademark, copyright and other federal
and state intellectual property laws and regulations;
13. racketeering laws and regulations (e.g., RICO);
14. health and safety laws and regulations (e.g.,
OSHA);
15. labor laws and regulations;
16. laws, regulations and policies concerning
(a) national and local emergency, (b) possible judicial deference to acts of sovereign
states, and (c) criminal and civil forfeiture laws;
17. other statutes of general application to the
extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);
and
18. the effect of any law, regulation or order
which hereafter becomes effective.
We have not undertaken any research for purposes
of determining whether Sysco Maine or any of the transactions which may occur in connection with the Supplemental Indentures are subject
to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized
as applicable by lawyers in Maine, and none of our opinions cover any such law or other requirement unless (a) the firm had actual
knowledge of its applicability at the time our letter was delivered on the date it bears, and (b) it is not excluded from coverage
by other provisions in our letter or in any Schedule to our letter.
EX-5.10 — EXHIBIT 5.10
EX-5.10
Filename: tm2625144d27_ex5-10.htm · Sequence: 15
Exhibit 5.10
Merrill’s Wharf
254 Commercial
Street
Portland, ME 04101
PH 207.791.1100
FX 207.791.1350
info@pierceatwood.com
pierceatwood.com
October 6, 2026
Sysco Corporation
and Sysco Holdings Corporation
1390 Enclave Parkway
Houston, Texas 77077
Re: Sysco Northern New England, Inc.
Ladies and Gentlemen:
At
your request, this opinion is being furnished to you for filing as Exhibit 5.10 to the Current Report of Sysco Corporation, a Delaware
corporation (the “Company”) and Sysco Holdings Corporation (“Holdings”) on Form 8-K to be
filed by the Company and Holdings with the Securities and Exchange Commission on the date hereof (the “Form 8-K”).
We are special Maine counsel for the limited purpose of providing certain Maine law opinions regarding Sysco Northern New England, Inc.,
a Maine corporation (“Sysco Maine”) in connection with that certain First Supplemental Indenture, dated as of October 6,
2026, among the Company and Holdings (collectively, the “Issuer”), certain subsidiary guarantors party thereto (the
“Guarantors”), including Sysco Maine, and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”)
(the “Supplemental Indenture”), which supplements that certain Indenture, dated as of October 6, 2026, among
the Issuer, the Guarantors and the Trustee. Terms defined in this letter or in any of its exhibits or schedules have the defined meaning
wherever they are used in this letter, its exhibits or its schedules.
For purposes of rendering our opinions in this
letter, we have reviewed:
A. an executed copy of the Supplemental Indenture;
B. the certificates identified in Exhibit A
attached hereto (collectively, the “Certificates”), which include certifications
by officers of Sysco Maine with respect to the Articles of Incorporation and Bylaws of Sysco
Maine, as each is in effect as of the date hereof and amended to date (respectively, each
the “Articles of Incorporation” and the “Bylaws”);
and
C. such other documents as we have deemed
necessary in order to render the opinions set forth herein.
Subject to the assumptions, qualifications, exclusions
and other limitations in this letter and in the schedules attached to this letter, we advise you that:
1. Sysco Maine is a corporation legally existing
and in good standing under the laws of the State of Maine.
2. Sysco
Maine has the corporate power and authority to execute and deliver the Supplemental
Indenture and to perform its obligations thereunder.
3. Sysco
Maine has taken all corporate action necessary to authorize the execution, delivery and performance
of the Supplemental Indenture, including the guarantee provided therein.
4. Sysco
Maine has duly executed and delivered the Supplemental Indenture.
Sysco Corporation and Sysco Holdings Corporation
Page 2
October 6, 2026
In preparing this
letter, we did not search any electronic databases or the dockets of any court, regulatory body or governmental agency or other
filing office in any jurisdiction. In addition, we relied without any independent verification upon the assumptions recited in Schedule
A to this letter and upon: (i) information contained in certificates obtained from governmental authorities; (ii) factual
information provided to us in the Certificate identified in Item 2 of Exhibit A; and such other sources as we have deemed
reasonable. We have assumed without investigation that there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this letter and that the information upon which we have relied
is accurate and does not omit disclosures necessary to prevent such information from being misleading.
Our advice on every legal issue addressed in
this letter is based exclusively on the internal laws of the State of Maine. We advise you that issues addressed by this letter may be
governed in whole or in part by other laws, but we express no opinion as to whether any relevant difference exists between the laws upon
which our opinions are based and any other laws which may actually govern. In preparing this letter, we have relied without any independent
verification upon the assumptions recited in Schedule A to this letter. Our opinions are subject to all qualifications in the
attached Schedule B and do not cover or otherwise address any law or legal matter which is identified in the attached Schedule
C. The attached exhibits and schedules are an integral part of this letter.
Our opinions herein are limited to the Supplemental
Indenture. Other than the Supplemental Indenture, we render no opinion as to any other document or instrument associated with the transactions
contemplated by the Supplemental Indenture, or as to the impact of incorporating by reference the terms, conditions, covenants or agreements
of the same into the Supplemental Indenture, notwithstanding any provision or statement in the Supplemental Indenture either generally
or specifically referring to, purporting to incorporate by reference or obligating the parties thereto to perform terms, covenants or
agreements set forth in any other document or instrument associated with the transaction contemplated in the Supplemental Indenture.
This letter speaks as of the time of its delivery
on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about
which our firm did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any
of our opinions, or for any other reason. The term “actual knowledge” whenever it is used in this letter (including its Schedules)
with respect to our firm means the actual awareness at the time this letter is delivered on the date it bears by those attorneys of this
firm who have had significant involvement with the preparation of this opinion letter.
We hereby consent to the filing of this opinion
letter as an exhibit to the 8-K. In giving the foregoing consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the United
States Securities and Exchange Commission thereunder. In addition, King & Spalding LLP may rely on this opinion as to matters
of Maine law in connection with any legal opinion being rendered by the same on the date hereof with respect to the matters set forth
herein. This opinion letter may not be used or relied on for any other purpose without our prior written consent.
Sysco Corporation and Sysco Holdings Corporation
Page 3
October 6, 2026
Very
truly yours,
PIERCE
ATWOOD LLP
By:
/s/
Andrea Suter
A
Partner
ExHIBIT
A
certificates
1. Certificate from the Secretary of State of
the State of Maine attesting to the legal existence and good standing of Sysco Maine in the
State of Maine, dated September 11, 2026 (the “Good Standing Certificate”).
2. Certificate
of Secretary of the Guarantors, executed by the Secretary of the Guarantors, including
Sysco Maine, dated as of the date of this letter containing certifications for Sysco Maine
with respect to, among other things: (i) Sysco Maine’s Articles of Incorporation
and Bylaws and all amendments thereto; (ii) the resolutions authorizing the transactions
contemplated by the Supplemental Indenture; (iii) the execution, delivery and performance
by Sysco Maine of the Supplemental Indenture; and (iv) the incumbency of the officers
of Sysco Maine.
SCHEDULE
A
Assumptions
Our opinions in the letter to which this Schedule
is attached (“our letter”) are subject to each of the assumptions set forth in this Schedule, upon which we have relied,
without investigation:
1. The unconditional physical or electronic
delivery of the Supplemental Indenture by Sysco Maine.
2. Any natural person who executed the Supplemental
Indenture was legally competent to do so.
3. Each document submitted to us for review
is accurate and complete, each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all signatures on each such
document are genuine.
4. The Good Standing Certificate relied on
by us is accurate and complete, and all relevant official public records to which the Good
Standing Certificate relates are accurate and complete.
5. There
has been no relevant change or development between the dates as of which the information
cited in the Certificate were given and the date of this letter, and the Certificate and
other documents upon which we have relied are accurate and do not omit disclosures necessary
to prevent such information from being misleading.
6. There
has not been, with respect to any transaction contemplated by the Supplemental Indenture,
any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
7. There are no agreements or understandings
among the parties, written or oral, and there is no usage of trade or course of prior dealing
among the parties that would, in either case, define, supplement or qualify the terms of
the Supplemental Indenture.
8. All
information required to be disclosed in connection with any consent or approval by the board
of directors of Sysco Maine and all other information required to be disclosed in connection
with any issue relevant to our opinions has in fact been fully and fairly disclosed to all
persons to whom it is required to be disclosed.
9. The
Supplemental Indenture is in substantially the same form as the corresponding draft reviewed
by the board of directors of Sysco Maine in connection with its approval of the transactions
contemplated by the Supplemental Indenture.
10. Each of the parties to the Supplemental
Indenture has consented in writing to the electronic execution and delivery of the Supplemental
Indenture.
Schedule
B
QUALIFICATIONS
1. Our opinion expressed in paragraph 1 regarding
the legal existence and good standing of Sysco Maine is based solely on the Good Standing
Certificate, is rendered as of the date of the Good Standing Certificate, and is not intended
to provide, and shall not be construed as providing, any conclusions or assurances beyond
those conveyed by the Good Standing Certificate. We render no opinion as to the tax good
standing of Sysco Maine in any jurisdiction.
2. The opinions expressed in paragraphs 2 and
3 of our letter with respect to the performance by Sysco Maine of its respective obligations
under the Supplemental Indenture are limited to the performance of those obligations necessary
for Sysco Maine to execute and deliver the Supplemental Indenture and consummate the transactions
contemplated therein on the date hereof. We express no opinion with respect to the performance
by Sysco Maine of its obligations under the Supplemental Indenture after the date hereof.
3. We express no opinion regarding:
a. the perfection of any lien or security
interest in any property (whether real, personal or mixed, and whether such perfection be
accomplished or purport to be accomplished by filing, by possession, by control or otherwise);
b. Sysco Maine’s rights in or title
to any of its properties, including without limitation, any of the Collateral;
c. the validity, binding effect or enforceability
of the Supplemental Indenture; or
d. the creation, effect of perfection or priority
of any lien or security interest purported to be granted in any of the Supplemental Indenture.
SCHEDULE
C
Excluded
LawS and legal issues
None of the opinions or advice contained in our
letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
1. securities laws or any rules or regulations
promulgated thereunder, including, without limitation, the anti-fraud provisions thereof,
state “Blue Sky” laws and regulations, and laws and regulations relating to commodity
(and other) futures and indices and other similar instruments;
2. pension and employee benefit laws and regulations
(e.g., ERISA);
3. antitrust and unfair competition laws and regulations;
4. laws and
regulations concerning filing and notice requirements;
5. compliance with fiduciary duty requirements;
6. the statutes and ordinances, the administrative
decisions and the rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through legislative action at the state
or regional level, e.g., water agencies, joint power districts, turnpike and toll road authorities,
rapid transit districts or authorities, and port authorities) and judicial decisions to the
extent that they deal with any of the foregoing;
7. fraudulent transfer and fraudulent conveyance
laws;
8. laws limiting or regulating the maximum amount
of interest that may be charged, collected, received or contracted for;
9. environmental laws and regulations;
10. land use and subdivision laws and regulations;
11. tax laws and regulations;
12. patent, trademark, copyright and other federal
and state intellectual property laws and regulations;
13. racketeering laws and regulations (e.g., RICO);
14. health and safety laws and regulations (e.g.,
OSHA);
15. labor laws and regulations;
16. laws, regulations and policies concerning
(a) national and local emergency, (b) possible judicial deference to acts of sovereign
states, and (c) criminal and civil forfeiture laws;
17. other statutes of general application to the
extent they provide for criminal prosecution (e.g., mail fraud and wire fraud statutes);
and
18. the effect of any law, regulation or order
which hereafter becomes effective.
We have not undertaken any research for purposes
of determining whether Sysco Maine or any of the transactions which may occur in connection with the Supplemental Indenture are subject
to any law or other governmental requirement other than to those laws and requirements which in our experience would generally be recognized
as applicable by lawyers in Maine, and none of our opinions cover any such law or other requirement unless (a) the firm had actual
knowledge of its applicability at the time our letter was delivered on the date it bears, and (b) it is not excluded from coverage
by other provisions in our letter or in any Schedule to our letter.
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Oct. 06, 2026
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