EX-4.1


 Exhibit 4.1 
  

 
  

SYSCO CORPORATION, 
 as Issuer,

 THE SUBSIDIARY GUARANTORS NAMED HEREIN, 

as Guarantors, 
 THE NEW GUARANTORS
NAMED HEREIN 
 AND 
 THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 
  

 
 TWENTY-SECOND
SUPPLEMENTAL INDENTURE 
 Dated as of September 28, 2015 

 
  

Supplementing the Indenture 
 dated
as of June 15, 1995 
  
  

 






 TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 28th day of September, 2015, among SYSCO
CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the “Issuer”), the SUBSIDIARY GUARANTORS named on Schedule I hereto (each, a “Subsidiary Guarantor,” and collectively, the
“Subsidiary Guarantors”), Sysco Riverside, Inc., a corporation organized and existing under the laws of the State of Delaware, Sysco Western Minnesota, Inc., a corporation organized and existing under the laws of the State of Delaware, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”); 
 WHEREAS, the
Issuer has heretofore executed and delivered an Indenture dated as of June 15, 1995 (as supplemented by the Thirteenth Supplemental Indenture dated as of February 17, 2012, the “Original Indenture”) providing for the issuance by
the Issuer from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (in the Original Indenture and herein called the “Securities”), and the Trustee is the successor trustee
under the Original Indenture; and 
 WHEREAS, the Issuer has heretofore executed and delivered to the Trustee (i) a Third Supplemental
Indenture dated as of April 25, 1997 providing for the issuance by the Issuer of $50,000,000 aggregate principal amount of 7.16% Debentures due April 15, 2027, (ii) a Fifth Supplemental Indenture dated as of July 27, 1998
providing for the issuance by the Issuer of $225,000,000 aggregate principal amount of 6 1⁄2% Debentures due August 1, 2028, (iii) an Eighth
Supplemental Indenture dated as of September 22, 2005 providing for the issuance by the Issuer of $500,000,000 aggregate principal amount of 5.375% Senior Notes due September 21, 2035, (iv) a Tenth Supplemental Indenture dated as of
February 12, 2008 providing for the issuance by the Issuer of $500,000,000 aggregate principal amount of 5.25% Senior Notes due February 12, 2018, (v) an Eleventh Supplemental Indenture dated as of March 17, 2009 providing for
the issuance by the Issuer of $250,000,000 aggregate principal amount of 5.375% Senior Notes due March 17, 2019, (vi) a Twelfth Supplemental Indenture dated as of March 17, 2009 providing for the issuance by the Issuer of $250,000,000
aggregate principal amount of 6.625% Senior Notes due March 17, 2039, (vii) a Fifteenth Supplemental Indenture dated as of June 12, 2012 providing for the issuance by the Issuer of $450,000,000 aggregate principal amount of 2.60%
Senior Notes due 2022 (collectively, the “Prior Supplemental Indentures”) (the Original Indenture, as amended and supplemented by, and together with the Prior Supplemental Indentures and this Twenty-Second Supplemental Indenture,
collectively, the “Indenture”); and 
 WHEREAS, pursuant to Guarantee Agreements dated as of September 28, 2015, each of the
New Guarantors has agreed to unconditionally guarantee the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on those of the Securities that remained outstanding
and unpaid as of September 28, 2015 (the “Existing Guaranteed Securities”), when and as the same shall become due and payable according to the terms of such Existing Guaranteed Securities and as more fully described in the Indenture,
and any other amounts payable under the Indenture; and 
 WHEREAS, Section 13.1 of the Original Indenture requires that prior to the
initial issuance of Securities that are to be guaranteed by a Person that is not an Initial Guarantor, the parties to the Original Indenture and such Person shall enter into a supplemental indenture pursuant to Section 2.3 of the Original
Indenture whereby such Person shall become a Guarantor under the Indenture; and 

  
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 WHEREAS, the Issuer has requested that the Indenture be supplemented to add Sysco Riverside, Inc.
and Sysco Western Minnesota, Inc. (together, the “New Guarantors”) as parties to the Indenture; and 
 WHEREAS, the Issuer, in the
exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 8.1 thereof, and pursuant to appropriate resolutions of the Board of Directors of the Issuer, has duly
determined to make, execute and deliver to the Trustee this Twenty-Second Supplemental Indenture to the Original Indenture as permitted by Sections 8.1 and 13.1 of the Original Indenture; and 

WHEREAS, each of the Subsidiary Guarantors, in the exercise of their power and authority conferred upon and reserved to them under the
provisions of the Indenture, including Section 8.1 thereof, and pursuant to appropriate resolutions of the Board of Directors or other governing body of each of the Subsidiary Guarantors has duly determined to make, execute and deliver to the
Trustee this Twenty-Second Supplemental Indenture to the Original Indenture as permitted by Sections 8.1 and 13.1 of the Original Indenture in order to add the New Guarantors as parties to the Indenture and as Guarantors of the Guaranteed
Securities; and 
 NOW, THEREFORE, THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, in order to add the New Guarantors as parties
to the Indenture, and for and in consideration of the premises and of the covenants contained in the Indenture and in this Twenty-Second Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, it is mutually covenanted and agreed as follows: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS 

OF GENERAL APPLICATION 
 1.1
Definitions. Each capitalized term that is used herein and is defined in the Original Indenture shall have the meaning specified in the Original Indenture unless that term is otherwise defined herein. 

1.2 Section References. Each reference to a particular section set forth in this Twenty-Second
Supplemental Indenture shall, unless the context otherwise requires, refer to this Twenty-Second Supplemental Indenture. 

  
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 ARTICLE II 

NEW GUARANTORS 
 2.1
Additional Guarantors; Guarantee. Each New Guarantor, by execution and delivery of this Twenty-Second Supplemental Indenture, hereby agrees to be bound by the terms of the Original Indenture as a Guarantor. Each New Guarantor, by execution
and delivery of the respective Guarantee Agreements, hereby agrees to guarantee, together with the Initial Guarantors, the Existing Guaranteed Securities, on such terms and subject to such conditions as are set forth in such Guarantee Agreement, the
terms of which are set forth in the Form of Guarantee attached as Exhibit A hereto. 
 2.2 Schedule I. Schedule I to this
Twenty-Second Supplemental Indenture shall be deemed to be modified to include the New Guarantors and shall be incorporated into the Original Indenture. 

ARTICLE III 
 MISCELLANEOUS
PROVISIONS 
 The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for
and in respect of, the validity or sufficiency of this Twenty-Second Supplemental Indenture, any Guarantee or the proper authorization or the due execution hereof by the Issuer or any New Guarantor or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the Issuer and the New Guarantors. 
 Except as expressly amended
hereby, the Original Indenture, as heretofore amended and supplemented, shall continue in full force and effect in accordance with the provisions thereof and the Original Indenture is in all respects hereby ratified and confirmed. This Twenty-Second
Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided. 

THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. 

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, THE ORIGINAL INDENTURE, THE SECURITIES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

  
 -3- 







 This Twenty-Second Supplemental Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Second Supplemental Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	SYSCO CORPORATION
		
	By:	 	 /s/ Gregory Keyes

	Name:	 	Gregory Keyes
	Title:	 	Vice President and Treasurer
	
	SUBSIDIARY GUARANTORS (listed on Schedule I)
		
	By:	 	 /s/ Gregory Keyes

	Name:	 	Gregory Keyes
	Title:	 	Vice President and Treasurer
	
	SYSCO RIVERSIDE, INC.
	SYSCO WESTERN MINNESOTA, INC.
		
	By:	 	 /s/ Gregory Keyes

	Name:	 	Gregory Keyes
	Title:	 	Vice President and Treasurer


 Signature Page to Twenty-Second Supplemental Indenture 






 
			
	THE BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Valère D. Boyd

	Name:	 	Valère D. Boyd
	Title:	 	Vice President








 SCHEDULE I 

 

			
	 Exact Name of Guarantor As Specified in its Charter
	  	 State or Other Jurisdiction of

Incorporation or Organization

	 Sysco Albany, LLC
	  	Delaware
		
	 Sysco Atlanta, LLC
	  	Delaware
		
	 Sysco Baltimore, LLC
	  	Delaware
		
	 Sysco Baraboo, LLC
	  	Delaware
		
	 Sysco Boston, LLC
	  	Delaware
		
	 Sysco Central Alabama, Inc.
	  	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, Inc.
	  	Delaware
		
	 Sysco Hampton Roads, 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
		
	 Sysco Lincoln, Inc.
	  	Nebraska
		
	 Sysco Long Island, LLC
	  	Delaware
		
	 Sysco Los Angeles, Inc.
	  	Delaware








			
	 Exact Name of Guarantor As Specified in its Charter
	  	 State or Other Jurisdiction of

Incorporation or Organization

	 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 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 Ventura, Inc.
	  	Delaware
		
	 Sysco Virginia, LLC
	  	Delaware
		
	 Sysco West Coast Florida, Inc.
	  	Delaware







 EXHIBIT A 

FORM OF GUARANTEE 
 THIS
GUARANTEE (as amended from time to time, this “Guarantee”), dated as of this      day of             , 20    , is made by
[name of subsidiary guarantor], a [state] [corporation / limited liability company] (the “Guarantor”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”) for the
registered holders (collectively, the “Holders”) of certain unsecured debentures, notes or other evidences of indebtedness (collectively, the “Securities”) of Sysco Corporation, a Delaware corporation (the
“Issuer”), issued from time to time under the Indenture, dated June 6, 1995, by and between the Issuer and the Trustee (as successor trustee), as amended by the Third Supplemental Indenture dated as of April 25, 1997
providing for the issuance by the Issuer of $50,000,000 aggregate principal amount of 7.16% Debentures due April 15, 2027, the Fifth Supplemental Indenture dated as of July 27, 1998 providing for the issuance by the Issuer of $225,000,000
aggregate principal amount of 6 1⁄2% Debentures due August 1, 2028, the Eighth Supplemental Indenture dated as of September 22, 2005 providing for the
issuance by the Issuer of $500,000,000 aggregate principal amount of 5.375% Senior Notes due September 21, 2035, the Tenth Supplemental Indenture dated as of February 12, 2008 providing for the issuance by the Issuer of $500,000,000
aggregate principal amount of 5.25% Senior Notes due February 12, 2018, the Eleventh Supplemental Indenture dated as of March 17, 2009 providing for the issuance by the Issuer of $250,000,000 aggregate principal amount of 5.375% Senior
Notes due March 17, 2019, the Twelfth Supplemental Indenture dated as of March 17, 2009 providing for the issuance by the Issuer of $250,000,000 aggregate principal amount of 6.625% Senior Notes due March 17, 2039, the Thirteenth
Supplemental Indenture, dated as of February 17, 2012, and the Fifteenth Supplemental Indenture dated as of June 12, 2012 providing for the issuance by the Issuer of $450,000,000 aggregate principal amount of 2.60% Senior Notes due 2022
(collectively, as amended, modified or supplemented from time to time, the “Indenture”). 
 W I T
N E S S E T H: 
 SECTION 1. Guarantee. 

(a) The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the principal of, premium, if any, and interest on the Securities (the “Obligations”), when and as the same shall become due and payable according to the terms of the Securities and as more fully described in the
Indenture, and any other amounts payable under the Indenture. 
 (b) It is the intention of the Guarantor that this Guarantee not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee. To
effectuate the foregoing intention, the amount guaranteed by the Guarantor under this 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 the
Guarantor that are relevant under such laws, result in the Obligations of the Guarantor under this 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. 






 SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in
accordance with the terms of the 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 with respect thereto. The liability of the
Guarantor under this Guarantee shall be absolute and unconditional irrespective of: 
 (i) any lack of validity, enforceability or
genuineness of any provision of the Indenture, the Securities or any other agreement or instrument relating thereto; 
 (ii) any change
in the time, manner or place of payment of, or in any other term of, any or all of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture; 

(iii) 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 Obligations; 
 (iv) the absence of any action to enforce same, or any waiver or consent by
any Holder with respect to any provisions of the Indenture; or 
 (v) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Issuer or a guarantor. 
 SECTION 3. Ranking. The Guarantor covenants and agrees that its obligation to
make payments of the Obligations hereunder constitutes a senior unsecured obligation of the Guarantor ranking pari passu with all existing and future unsecured indebtedness of the Guarantor. 

SECTION 4. Waiver; Subrogation. 

(a) The Guarantor hereby waives promptness, diligence, presentment, demand of payment, notice of acceptance and any other notice with
respect to this 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
Issuer or any other person or any collateral. 
 (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now
or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, 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 Issuer 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 Issuer, 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. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee,


  
 -4- 







 
such amount shall be held in trust for the benefit of the Trustee and the Holders of any Securities and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and
all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter
arising. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in
contemplation of such benefits. 
 SECTION 5. No Waiver; Remedies. No failure on the part of the Trustee or any Holder of the Securities to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law. 
 SECTION 6. Continuing Guarantee; Transfer of
Interest. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the earliest to occur of (i) the date, if any, on which the Guarantor shall consolidate with or merge into the Issuer or any
successor thereto, (ii) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor and (iii) payment in full of the Obligations, (b) be binding upon the Guarantor, its successors
and assigns, and (c) inure to the benefit of and be enforceable by any Holder of Securities, the Trustee, and by their respective successors, transferees, and assigns. This is a Guarantee of payment and not a guarantee of collection. 

SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of
the Obligations is rescinded or must otherwise be returned by any Holder of the Securities or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 

SECTION 8. Severability; Amendment. If any provision of this Guarantee or any application hereof 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. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any
Holder of the Securities; provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the 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 Securities) shall be required and (ii) 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 Obligations. 

  
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 SECTION 9. Notices. All communications and notices hereunder shall be made in writing and deemed
to have been duly given if mailed or transmitted by any standard form of telecommunication to Guarantor at: 
 [Name of Subsidiary Guarantor] 

c/o Sysco Corporation 
 1390 Enclave Parkway 

Houston, Texas 77077 
 Facsimile: 281-584-2510 

Attn: General Counsel 
 SECTION 10. Governing Law.
This Guarantee shall be governed by, and construed in accordance with the laws of the State of New York. 
 [Signature on following page.]


  
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 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written. 
  

			
	[SUBSIDIARY GUARANTOR]
		
	 By:
	 	  

	 Name:
	 	
	 Title: