exv4w12






Exhibit 4.12




 


 



SYSCO INTERNATIONAL, ULC,

Successor by conversion and name change to

SYSCO INTERNATIONAL, CO.

Issuer




SYSCO CORPORATION,

as Guarantor



and



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

Successor to

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee



SUPPLEMENTAL INDENTURE NO. 1



dated as of July 2, 2010



Amending the



INDENTURE



among the Issuer, the Guarantor

and the Trustee



Dated as of May 23, 2002



 


 



 









 





     THIS SUPPLEMENTAL INDENTURE NO. 1 (the “Supplemental Indenture”) to the Indenture
(defined below) is dated as of the 2nd day of July, 2010. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Indenture.



     WHEREAS, SYSCO International, Co., an unlimited liability company organized under the laws of
the Province of Nova Scotia, Canada (“Original Issuer”), Sysco Corporation, a Delaware
corporation (“Guarantor”), and Wachovia Bank, National Association, a national banking
association, as trustee (the “Original Trustee”) entered into that certain Indenture dated
as of May 23, 2002 (the “Indenture”) providing for the issuance of the Securities;



     WHEREAS, U.S. Bank, National Association (“First Successor Trustee”), succeeded the
Original Trustee as trustee under the Indenture;



     WHEREAS, the First Successor Trustee resigned as the trustee under the Indenture pursuant to
that certain Agreement and Resignation, Appointment and Acceptance (the “Resignation and
Appointment Agreement”), dated February 13, 2007, by and among Original Issuer, Guarantor,
First Successor Trustee, and The Bank of New York Trust Company, N.A.,



     WHEREAS, pursuant to the Resignation and Appointment Agreement, Original Issuer and the
Guarantor appointed The Bank of New York Trust Company, N.A. as the successor indenture trustee
(the “Trustee”), pursuant to Article VI of the Indenture;



     WHEREAS, The Bank of New York Mellon Trust Company, N.A. is the successor to The Bank of New
York Trust Company, N.A.;



     WHEREAS, the Original Issuer provided notice to the Trustee that the Original Issuer is
continuing as an unlimited liability company under the Business Corporations Act (British Columbia)
and will change its name to Sysco International, ULC (the Original Issuer following such
continuance and name change herein the “Issuer”);



     WHEREAS, the Issuer has requested that the Indenture be supplemented to reflect the
continuance and name change, which supplemental indenture can be entered into without the consent
of Securityholders pursuant to Section 8.1(d) of the Indenture;



     WHEREAS, subject to the terms and conditions of this Supplemental Indenture, the Issuer, the
Guarantor and the Trustee agree to supplement the Indenture without the consent of the
Securityholders, for the purpose of reflecting the continuance and name change of the Original
Issuer;



     NOW, THEREFORE, the Issuer, the Guarantor and the Trustee hereby agree as follows:



     Section 1. The definition of “Issuer” as defined in the Indenture and any
other documents executed in connection therewith, shall refer to and mean Sysco International, ULC,
an unlimited liability company organized under the Business Corporations Act (British Columbia), as
amended, together with its successors and assigns from and after the date of this Supplemental
Indenture.



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     Section 2. The Issuer hereby expressly assumes the due and punctual payment of the
principal of (and premium, if any) and interest on all the Securities and the performance of the
Issuer’s covenants and obligations under the Indenture and the Securities.



     Section 3. Except as expressly amended hereby, the Indenture remains in full force
and effect.



     Section 4. This Supplemental Indenture shall become effective as of the date written
above when, and only when Trustee shall have received from the Issuer and the Guarantor, at
Trustee’s office, each in form and substance satisfactory to Trustee, an Officers’ Certificate and
an Opinion of Counsel, each of which complies with Article 11 of the Indenture.



     Section 5. Governing Law; Counterparts



          (a) This Supplemental Indenture and the rights and obligations of the parties hereto shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.




          (b) This Supplemental Indenture may be executed by one or more of the parties to this
Supplemental Indenture on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. This Supplemental Indenture
may be delivered by facsimile transmission of the relevant signature pages hereof.




[Remainder of Page Intentionally Deleted]









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



	 	 	 	 	 
	 	SYSCO INTERNATIONAL, ULC, as Issuer

 	 
	 	By:  	/s/ Thomas P. Kurz
 	 
	 	 	Name:  	Thomas P. Kurz 	 
	 	 	Title:  	Vice President and Secretary 	 
	 
	 	SYSCO CORPORATION, as Guarantor

 	 
	 	By:  	/s/ Thomas P. Kurz
 	 
	 	 	Name:  	Thomas P. Kurz  	 
	 	 	Title:  	Vice President, Deputy General
Counsel and Asst. Secretary 	 
	 
	 	THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. 

as Trustee

 	 
	 	By:  	/s/ Marcella Burgess
 	 
	 	 	Name:  	Marcella Burgess 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Supplemental Indenture No. 1