exv10w1



 





Exhibit 10.1





     COMMITMENT INCREASE AGREEMENT dated as of September 25, 2007, among SYSCO
CORPORATION (the “Company”), the INCREASING LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as U.S. administrative agent (the “U.S.
Administrative Agent”) under the Credit Agreement referred to below.



     Reference is made to the Credit Agreement dated as of November 4, 2005 (the “Credit
Agreement”), among the Company, SYSCO International, Co., the lenders party thereto, the U.S.
Administrative Agent and JPMorgan Chase Bank, N.A, Toronto Branch, as Canadian Administrative
Agent. Capitalized terms used and not defined herein have the meanings specified in the Credit
Agreement.



     The Company has notified the U.S. Administrative Agent in accordance with Section 2.20 of the
Credit Agreement of its request that the U.S. Commitments be increased by US$250,000,000, and the
Persons identified on Schedule I hereto (the “Increasing Lenders”) have agreed to provide
such increased U.S. Commitments in the respective amounts set forth on Schedule I hereto for each
such Increasing Lender. The Increase Effective Date of the Commitment Increase contemplated hereby
is scheduled to occur on September 25, 2007, and the parties hereto are entering into this
Agreement in order to provide for such Commitment Increase.



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     SECTION 1. On and as of September 25, 2007, the U.S. Commitment and each Increasing Lender
shall be increased by the amount set forth with respect to such Increasing Lender on Schedule I
hereto, subject to satisfaction of the conditions referred to in Section 2 below.



     SECTION 2. The Commitment Increase provided for herein shall be subject to the satisfaction
of the conditions set forth in Section 2.20(d) of the Credit Agreement.



     SECTION 3. (a) Notices hereunder shall be given as provided in the Credit Agreement.



     (b) This Agreement may not be waived, amended or modified in except pursuant to an agreement
or agreements in writing entered into by all parties hereto.



     (c) This Agreement constitutes an amendment to the Credit Agreement and, accordingly, Section
10.03 of the Credit Agreement shall apply hereto.



     (d) This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.



 









 





     (e) This Agreement shall be construed, and the rights of the parties determined, in accordance
with and governed by the law of the State of New York.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	SYSCO CORPORATION,	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name: Kathy Oates Gish
	 	 
	 

	 	 	 	Title: Vice President and Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

individually and as U.S.
Administrative Agent,	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Christine Herrick	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	SIGNATURE PAGE TO THE COMMITMENT INCREASE
AGREEMENT AMONG SYSCO CORPORATION, THE INCREASING
LENDERS PARTY HERETO AND JPMORGAN CHASE BANK,
N.A., AS U.S. ADMINISTRATIVE AGENT,	 	 
	 
	 	 	 	 	 	 
	 	 	Name of Institution:	 	 
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 





SCHEDULE I



	 	 	 	 	 
	Increasing Lender	 	U.S. Commitment Increase Amount	 
	JPMorgan Chase Bank, N.A.
	 	$	25,000,000	 
	Bank of America, N.A.
	 	$	25,000,000	 
	Barclays Bank PLC
	 	$	25,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	25,000,000	 
	Wachovia Bank, National Association
	 	$	25,000,000	 
	Wells Fargo Bank N.A.
	 	$	25,000,000	 
	Toronto-Dominion (Texas) LLC
	 	$	25,000,000	 
	Branch Banking and Trust Company
	 	$	22,500,000	 
	Comerica Bank
	 	$	12,500,000	 
	PNC Bank, National Association
	 	$	12,500,000	 
	William Street Commitment Corporation
	 	$	12,500,000	 
	The Northern Trust Company
	 	$	10,000,000	 
	Zions First National Bank
	 	$	5,000,000	 
	 
	 	 	 
	 
	 	$	250,000,000