EX-4.3


 Exhibit 4.3 

Execution Version 
  

 
  

SYSCO CORPORATION, 
 as Issuer,

 THE SUBSIDIARY GUARANTORS NAMED HEREIN, 

as Guarantors, 
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., 
 as Trustee, registrar and New York paying agent and transfer agent 

AND 
 THE BANK OF NEW YORK MELLON,
LONDON BRANCH, 
 as London paying agent and transfer agent 
  

 
 THIRTIETH
SUPPLEMENTAL INDENTURE 
 Dated as of June 23, 2016 
  

 
 Supplementing
the Indenture 
 dated as of June 15, 1995 
  

 
  






 THIRTIETH SUPPLEMENTAL INDENTURE (this “Thirtieth Supplemental Indenture”) dated
as of the 23rd day of June, 2016, 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”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”), registrar, New
York paying agent and New York transfer agent and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as London paying agent and London transfer agent; 

WHEREAS, the Issuer has heretofore executed and delivered an Indenture dated as of June 15, 1995 (as supplemented by the Thirteenth
Supplemental Indenture described below, the “Original Indenture,” and, as further supplemented by this Thirtieth Supplemental Indenture, the “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 First Supplemental Indenture dated as
of June 27, 1995 providing for the issuance by the Issuer of $150,000,000 aggregate principal amount of 6 1⁄2% Senior Notes due June 15, 2005,
(ii) a Second Supplemental Indenture dated as of May 1, 1996 providing for the issuance by the Issuer of $200,000,000 aggregate principal amount of 7% Senior Notes due May 1, 2006, (iii) 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, (iv) a Fourth Supplemental Indenture dated as of April 25, 1997 providing for the issuance
by the Issuer of $100,000,000 aggregate principal amount of 7.25% Senior Notes due April 15, 2007, (v) 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, (vi) a Sixth Supplemental Indenture dated as of April 5, 2002 providing for the
issuance by the Issuer of $200,000,000 aggregate principal amount of 4.75% Notes due July 30, 2005, (vii) a Seventh Supplemental Indenture dated as of March 5, 2004 providing for the issuance by the Issuer of $200,000,000 aggregate
principal amount of 4.60% Senior Notes due March 15, 2014, (viii) 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, (ix) a Ninth Supplemental Indenture dated as of February 12, 2008 providing for the issuance by the Issuer of $250,000,000 aggregate principal amount of 4.20% Senior Notes due February 12, 2013,
(x) 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, (xi) 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, (xii) 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, (xiii) a Thirteenth Supplemental Indenture dated as of February 17, 2012 to reflect, among other things,
the addition of certain guarantees of Securities outstanding and unpaid as of January 19, 2011 and to provide for the possibility of additional guarantees of payment obligations on new Securities that may thereafter be issued







 
under the indenture dated as of June 15, 1995 (the “Thirteenth Supplemental Indenture”), (xiv) a Fourteenth Supplemental Indenture dated as of June 12, 2012
providing for the issuance by the Issuer of $300,000,000 aggregate principal amount of 0.55% Senior Notes due 2015, (xv) 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, (xvi) a Sixteenth Supplemental Indenture dated as of October 2, 2014 providing for the issuance by the Issuer of $500,000,000 aggregate principal amount of 1.45% Senior Notes due
2017, (xvii) a Seventeenth Supplemental Indenture dated as of October 2, 2014 providing for the issuance by the Issuer of $750,000,000 aggregate principal amount of 2.35% Senior Notes due 2019, (xviii) an Eighteenth Supplemental
Indenture dated as of October 2, 2014 providing for the issuance by the Issuer of $750,000,000 aggregate principal amount of 3.00% Senior Notes due 2021, (xix) a Nineteenth Supplemental Indenture dated as of October 2, 2014 providing
for the issuance by the Issuer of $1,250,000,000 aggregate principal amount of 3.50% Senior Notes due 2024, (xx) a Twentieth Supplemental Indenture dated as of October 2, 2014 providing for the issuance by the Issuer of $750,000,000
aggregate principal amount of 4.35% Senior Notes due 2034, (xxi) a Twenty-First Supplemental Indenture dated as of October 2, 2014 providing for the issuance by the Issuer of $1,000,000,000 aggregate principal amount of 4.50% Senior Notes
due 2044, (xxii) a Twenty-Second Supplemental Indenture dated as of September 28, 2015 to reflect, among other things, the addition of certain guarantees of Securities outstanding and unpaid as of September 28, 2015, (xxiii) a
Twenty-Third Supplemental Indenture dated as of September 28, 2015 providing for the issuance by the Issuer of $750,000,000 aggregate principal amount of 2.60% Senior Notes due 2020, (xxiv) a Twenty-Fourth Supplemental Indenture dated as
of September 28, 2015 providing for the issuance by the Issuer of $750,000,000 aggregate principal amount of 3.75% Senior Notes due 2025, (xxv) a Twenty-Fifth Supplemental Indenture dated as of September 28, 2015 providing for the
issuance by the Issuer of $500,000,000 aggregate principal amount of 4.85% Senior Notes due 2045, (xxvi) a Twenty-Sixth Supplemental Indenture dated as of April 1, 2016 providing for the issuance by the Issuer of $500,000,000 aggregate
principal amount of 1.90% Senior Notes due 2019, (xxvii) a Twenty-Seventh Supplemental Indenture dated as of April 1, 2016 providing for the issuance by the Issuer of $500,000,000 aggregate principal amount of 2.50% Senior Notes due 2021,
(xxviii) a Twenty-Eighth Supplemental Indenture dated as of April 1, 2016 providing for the issuance by the Issuer of $1,000,000,000 aggregate principal amount of 3.30% Senior Notes due 2026, and (xxix) a Twenty-Ninth Supplemental
Indenture dated as of April 1, 2016 providing for the issuance by the Issuer of $500,000,000 aggregate principal amount of 4.50% Senior Notes due 2046; 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 2.3 thereof, and pursuant to appropriate resolutions of the Board of Directors and the Chief Financial Officer of the Issuer has duly determined to make, execute and deliver to the Trustee this Thirtieth
Supplemental Indenture to the Original Indenture as permitted by Sections 2.1, 2.3 and 8.1 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of Securities under the Original
Indenture in the aggregate principal amount of €500,000,000; and 
 WHEREAS, the Subsidiary Guarantors, in the exercise of their power
and authority conferred upon and reserved to them under the provisions of the Original Indenture, including 






 
Section 2.3 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 Thirtieth Supplemental Indenture to the Original Indenture as permitted by Sections 2.3 and 13.1 of the Original Indenture in order to establish the terms of the Guarantees of the 1.250% Senior Notes due 2023 and the
obligations of the Issuer thereunder; and 
 WHEREAS, all things necessary to make the Securities provided for herein, when executed by the
Issuer and authenticated and delivered by the Trustee or any Authenticating Agent and issued upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal
obligations of the Issuer and the Subsidiary Guarantors and to make this Thirtieth Supplemental Indenture a valid, binding and legal agreement of the Issuer and the Subsidiary Guarantors, have been done; 

NOW, THEREFORE, THIS THIRTIETH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the terms of a series of Securities, and for and
in consideration of the premises and of the covenants contained in the Original Indenture and in this Thirtieth 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 Thirtieth Supplemental Indenture shall, unless the
context otherwise requires, refer to this Thirtieth Supplemental Indenture. 
 1.3 Defined Terms. The following terms shall have the
meanings given to them in this Section 1.3: 
 “Business Day” means, except as expressly provided in
Section 2.8(a), any day, other than a Saturday or Sunday, which is not a day on which banking institutions in New York, New York or London, England are authorized or required by law, regulation or executive order to close. 

“United States”, as such term is used in Section 2.8(c) and Section 2.9 only, means the United States of America,
the states of the United States, and the District of Columbia, and the term “United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or
other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.







 ARTICLE II 

TITLE AND TERMS OF SECURITIES 

2.1 Title of the Securities. This Thirtieth Supplemental Indenture hereby establishes a series of Securities designated as the
“1.250% Senior Notes due 2023” of the Issuer (collectively referred to herein as the “Notes”). For purposes of the Original Indenture, the Notes shall constitute a single series of Securities. 

2.2 Term of the Notes. The Notes shall mature on June 23, 2023 (the “Stated Maturity”). In the event that the
Stated Maturity of any Note is not a Business Day, principal and interest payable at maturity shall be paid on the next succeeding Business Day with the same effect as if that Business Day were the Stated Maturity and no interest shall accrue or be
payable for the period from and after the Stated Maturity to the next succeeding Business Day. 
 2.3 Amount and Denominations; Currency
of Payment. The aggregate principal amount in which the Notes may be initially issued under this Thirtieth Supplemental Indenture is limited to €500,000,000. The Issuer, without the consent of the Holders thereof, may issue additional Notes
from time to time after the date hereof; provided that such additional Notes must have the same ranking, interest rate, maturity and other terms as the initially issued Notes. Any additional Notes shall be consolidated and form a single series with
the Notes then outstanding, except for issue date, authentication date, issue price and, if applicable, first interest payment date. 

The Notes shall be issued in the form of one or more Registered Global Securities in the name of The Bank of New York Depository
(Nominees) Limited, as registered owner and nominee of The Bank of New York Mellon, London Branch, as common depository for Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking,
société anonyme, Luxembourg (“Clearstream”). Euroclear and Clearstream shall initially act as Depositaries for the Notes. 

The Notes shall be denominated in euros in denominations of €100,000 and integral multiples of €1,000 in excess thereof. 

2.4 Interest and Interest Rates. Each Note shall bear interest at the rate of 1.250% per annum from the date of issue or from the
most recent Interest Payment Date (as defined in Section 2.5 below) to which interest on such Note has been paid or duly provided for, commencing with the Interest Payment Date next succeeding the date of issue, until the principal thereof is
paid or made available for payment. Interest shall be payable to the Person in whose name a Note is registered at the close of business on the Regular Record Date (as defined in Section 2.5 below) next preceding an Interest Payment Date.
Notwithstanding the foregoing, if a Note is originally issued after the Regular Record Date and before the corresponding Interest Payment Date, the first payment of interest on the Note shall be made on the next succeeding Interest Payment Date to
the Person in whose name that Note was registered on the Regular Record Date with respect to such next succeeding Interest Payment Date. Interest shall 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 June 23, 2016 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the
International Capital Market Association. 
 2.5 Interest Payments. The interest payment date for each Note shall be June 23, in
each year (the “Interest Payment Date”), beginning June 23, 2017 and the regular record date shall be June 8, whether or not a Business Day (the “Regular Record Date”) preceding each Interest Payment Date.
Interest shall also be payable at maturity of any Note. 
 If an Interest Payment Date with respect to the Notes would otherwise fall on a
day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day with respect to the Notes and no interest shall accrue or be payable on such next succeeding Business Day for the period from and after
such original Interest Payment Date to such next succeeding Business Day. 
 2.6 Agents; Place of Payment; Transfer and Exchange;
Payments. The Issuer initially authorizes and appoints the Trustee as the New York paying agent (the “New York Paying Agent”) and New York transfer agent, and The Bank of New York Mellon, London Branch as the London paying agent
(the “London Paying Agent”, and, together with the New York Paying Agent, and any other paying agent appointed with respect to the Notes, each a “Paying Agent”) and London transfer agent with respect to the Notes,
without prejudice to the Issuer’s authority to appoint additional paying agents and/or transfer agents from time to time pursuant to Section 3.4 of the Original Indenture. The Issuer appoints the Trustee as the sole registrar with respect
to the Notes, without prejudice to the Issuer’s authority to appoint additional registrars from time to time pursuant to Section 2.8 of the Original Indenture. The Notes may be presented by the Holders thereof for registration of transfer
or exchange at the office or agency of the registrar or any successor or co-registrar in New York, New York. 
 In order to provide for the
payment of principal of and interest (including Additional Amounts, if any, and all other amounts payable) on the Notes as the same shall become due and payable, each of the Issuer, and failing whom, the Subsidiary Guarantors, hereby agrees to
provide to the London Paying Agent by 10:00 A.M. (London time), on the Business Day immediately preceding each payment date, an amount in immediately available funds sufficient to pay the entire amount due on such payment date with respect to the
Notes to such account with such bank as the London Paying Agent shall, by notice to the Issuer, have specified for that purpose. If the amounts to be provided by the Issuer with respect to a payment date are not received by the London Paying Agent
by 10:00 A.M. (London time), on the Business Day immediately preceding such payment date, the London Agent shall not be required to make any payments on such payment date. Interest on any Note shall be paid to the Person in whose name that Note is
registered at the close of business on the Regular Record Date for such interest payment. 






 All payments of principal of, the redemption price (if any), and interest and Additional Amounts
on each Note shall be payable in euros; provided, that if the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or if the euro is no longer being used by the then
member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will
be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. dollars at 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. All costs and taxes payable in connection with the procedures referred to in this paragraph shall be borne by the Issuer. Any payment in respect of the Notes so made in U.S.
dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor any Paying Agent shall have any responsibility for any calculation or conversion in connection with the foregoing. 

All payments and distributions of principal in respect of the Notes shall be made on presentation and, in the case of principal payable at
final maturity, upon surrender thereof (and, in respect of interest payable on Notes other than at maturity, by check mailed to the registered Holder thereof) at the office or agency of the London Paying Agent, or any other duly appointed Paying
Agent, provided that the Note is presented to such Paying Agent in time for such Paying Agent to make payments in immediately available funds in accordance with its normal procedures. Notwithstanding the foregoing, so long as any Notes are in
the form of Registered Global Securities, payments of principal and premium (if any) will be delivered by Euroclear and Clearstream to the beneficial owners in accordance with its respective procedures. 

2.7 No Sinking Fund. The Notes shall not be subject to any sinking fund. 

2.8 Redemption at the Option of the Issuer. 

(a) Optional Redemption with a Make-Whole Premium. At any time before April 23, 2023 (the date that is two months prior to the
Stated Maturity), the Notes are redeemable as a whole or in part, at the option of the Issuer, at a redemption price, calculated by the Quotation Agent, equal to the greater of the following amounts, plus, in either case, accrued and unpaid interest
on the principal amount of the Notes being redeemed to the date of redemption: (i) 100% of the principal amount of the Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal of and
interest on the Notes to be redeemed that would be due if the Notes matured on April 23, 2023 (exclusive of interest accrued to the date of redemption), discounted to April 23, 2023 annually (ACTUAL/ACTUAL (ICMA)) at the Comparable
Government Bond Rate plus 25 basis points, plus in either case any accrued and unpaid interest on the Notes to be redeemed to the date of redemption. 

As used in this Section 2.8(a) only, the terms set forth below shall have the following respective meanings: 






 “Business Day” means any day, other than a Saturday or Sunday,
(1) which is not a day on which banking institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement
Express Transfer system (the TARGET2 system), or any successor thereto, is open. 
 “Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of the Quotation Agent, a German government bond whose maturity is closest to the maturity of the Notes being redeemed, or if the Quotation Agent
in its discretion determines that such similar bond is not in issue, such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the
Issuer, determine to be appropriate for determining the Comparable Government Bond Rate. 
 “Comparable Government
Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business
Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m.
(London time) on such Business Day as determined by the Quotation Agent. 
 “Quotation Agent” means Deutsche
Bank AG, London Branch or its successor. 
 All determinations made by the Quotation Agent with respect to determining the redemption price
will be final and binding on all parties, absent manifest error. 
 (b) Optional Redemption without a Make-Whole Premium. At any time
on or after April 23, 2023 (the date that is two months prior to the Stated Maturity), the Notes are redeemable as a whole or in part at any time and from time to time, at the option of the Issuer, at a redemption price equal to 100% of the
principal amount of the Notes being redeemed plus accrued and unpaid interest on the principal amount of the Notes being redeemed to the date of redemption. 

(c) Optional Redemption for Tax Reasons. If, 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 June 14, 2016, the Issuer becomes or, based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay
Additional Amounts as described herein with respect to the Notes, then the Issuer may at its option redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid
on those Notes to the date fixed for redemption. 






 Prior to giving any notice of redemption to the Holders of the Notes pursuant to this
Section 2.8(c), the Issuer shall deliver to the Trustee (1) an Officer’s Certificate and (2) an Opinion of Counsel from counsel selected by the Issuer, each stating that the Issuer will become obligated to pay such Additional
Amounts. 
 (d) Redemption Procedures. Except as otherwise expressly amended by this Section 2.8, the provisions of Article XII
of the Original Indenture shall apply to any redemption of the Notes by the Issuer pursuant to this Thirtieth Supplemental Indenture. 
 By
10:00 A.M. (London time) on the Business Day immediately preceding the redemption date specified in the notice of redemption given as provided in the Indenture, the Issuer will deposit with the London Paying Agent an amount in immediately available
funds sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price with accrued interest to the date fixed for redemption. 

Installments of interest on Notes being redeemed that are due and payable on the Interest Payment Date falling on or prior to a redemption
date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and as more fully described in the Indenture. 

Notice of any redemption will be given at least 15 days but not more than 45 days before the date of redemption to each Holder of Notes to be
redeemed, or as otherwise provided in accordance with the procedures of Euroclear and Clearstream. If fewer than all of the Notes are to be redeemed, the particular Notes to be redeemed will be selected in accordance with the procedures of Euroclear
and Clearstream. 
 Unless the Issuer defaults in payment of the redemption price, on or after the date of redemption, interest will cease
to accrue on the Notes or portions thereof called for redemption. 
 2.9 Payment of Additional Amounts. All payments of principal,
premium (if any) and interest in respect of the Notes or the Guarantees will be made free and clear of, and without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever nature imposed,
levied or collected by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration thereof.

 The Issuer or the relevant Subsidiary Guarantor, as applicable, will, subject to the exceptions and limitations set forth below, pay in
respect of the Notes and the Guarantees such additional amounts (“Additional Amounts”) as are necessary in order that the net payment by the Issuer of the principal of, premium (if any) and interest in respect of the Notes or the
Guarantees (including payments of Additional Amounts with respect to such amounts) received by a beneficial owner who is not a United States Person (as defined below), after withholding or deduction for any present or future tax, assessment, duties
or other governmental charge imposed by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), 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: 






 (a) to the extent any tax, assessment or other governmental charge is imposed by reason of the
Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a Person holding a power over
an estate or trust administered by a fiduciary holder, being considered as: 
 (i) being or having been engaged in a trade or
business in the United States or having or having had a permanent establishment in the United States; 
 (ii) 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 with respect thereto or the enforcement of any rights hereunder), including being or
having been a citizen or resident of the United States; 
 (iii) being or having been a personal holding company, a passive
foreign investment company or a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; 

(iv) being or having been a “10-percent shareholder” of Sysco as defined in Section 871(h)(3) of the United
States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or 
 (v) 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, as described in Section 881(c)(3)(A) of the Code or any successor provision; 

(b) to 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 beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or 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; 

(c) to the extent 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; 
 (d) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuer or a Paying
Agent from the payment; 
 (e) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any
payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other Paying Agent; 






 (f) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property
tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of the Notes; 
 (g) to any withholding
or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation
of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; 
 (h) to any tax,
assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on any Note as a result of the presentation of any Note for payment (where presentation is required) by or on behalf of
a Holder of any Note, if such payment could have been made without such withholding by presenting the relevant Note to at least one other Paying Agent in a member state of the European Union; 

(i) to the extent any tax, assessment or other governmental charge 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 30 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 except to the extent that the
beneficiary or Holder thereof would have been entitled to the payment of Additional Amounts had such Note been presented for payment on any day during such 30-day period; 

(j) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor
version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any fiscal or
regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or 

(k) in the case of any combination of the items in clauses (a) through (j) above. 

The Issuer or the relevant Subsidiary Guarantor, as the case may be, will make all withholdings and deductions required by law and will remit
the full amount deducted to or withheld to the relevant tax authority in accordance with applicable law. Upon request, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will provide to the Trustee an official receipt or, if
official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be
made available by the Trustee to the Holders of the Notes. If the Issuer or any Subsidiary Guarantor is required to pay Additional Amounts with respect to the Notes, the Issuer will notify the Trustee and Paying Agents pursuant to an Officer’s
Certificate that specifies the Additional Amounts payable and when the Additional Amounts are payable. If the Trustee and the Paying Agents do not receive such an Officer’s Certificate from the Issuer, the Trustee and the Paying Agents may rely
on the absence of such an Officer’s Certificate in assuming that no such Additional Amounts are 






 
payable. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided
herein, the Issuer will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. 

2.10 Change of Control Repurchase Event. If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has
exercised its right to redeem the Notes as described above or has defeased the Notes pursuant to Section 10.1 of the Original Indenture, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any
part (equal to or in excess of €100,000 and in integral multiples of €1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and
unpaid interest, if any, on the Notes repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in
either case, after the public announcement of the Change of Control, the Issuer will give, or shall cause to be given, 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, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given (the “Change of Control
Payment Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control,
state that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the
Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 
 On the Business Day immediately
preceding the Change of Control Payment Date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to deposit with the London Paying Agent an amount equal to the aggregate purchase price in respect of all
Notes or portions of Notes properly tendered. 
 On the Change of Control Payment Date following a Change of Control Repurchase Event, the
Issuer will be required, to the extent lawful, to: (i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and (ii) 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 being purchased. 
 The London Paying
Agent will promptly distribute to each Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Trustee (or an 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 Notes surrendered provided that each new Note will be in a principal amount of an
integral multiple of €1,000. The Issuer 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 Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer. 

As used in this Section 2.10, the terms set forth below shall have the following respective meanings: 

“Below Investment Grade Ratings Event” means that on any day during the period (the “Trigger
Period”) commencing 60 days prior to the first public announcement by the Issuer 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 (as defined below) has publicly announced that it is considering a possible ratings change), the Notes 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 at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated
Investment Grade by at least two of the three Rating Agencies during that Trigger Period. 
 “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 Issuer 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 Voting Stock of
the Issuer or other Voting Stock into which the Voting Stock of the Issuer is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the Issuer consolidates with, or merges with or into, any
Person (as defined in the Original Indenture), or any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer 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 Issuer 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 consolidated assets of the Issuer, including the assets of the subsidiaries of the Issuer, taken as a whole, to one or more Persons (other than the Issuer or one of its
subsidiaries); (4) the first day on which a majority of the members of the Board of Directors of the Issuer is composed of members who are not Continuing Directors; or (5) the adoption of a plan relating to the liquidation or dissolution
of the Issuer. Notwithstanding the foregoing, a transaction will not be 






 
deemed to involve a Change of Control if (1) the Issuer 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 Voting Stock of the Issuer 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.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment
Grade Ratings Event. 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 Board of Directors who
(1) was a member of the Board of Directors of the Issuer on the date the Notes were issued or (2) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who
were members of the Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Issuer in which such member was named as a nominee for election as a director,
without objection to such nomination). 
 “Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its
successors. 
 “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).  
 “Moody’s” means Moody’s Investors Service, Inc., and its
successors. 
 “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 Issuer may appoint a replacement for such Rating Agency that is reasonably acceptable to the Trustee. 

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and its
successors. 
 “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. 

2.11 Form and Other Terms of the Notes. Attached hereto as Annex A is a form of a Note denominated in euros, which form is
hereby established as a form in which Notes may be issued. In addition, any Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original Indenture and this Thirtieth Supplemental Indenture. 






 ARTICLE III 

SUBSIDIARY GUARANTEES 
 3.1
Guarantee. 
 (a) Each Subsidiary 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 Notes, when and as the same shall become due and payable according to the terms of the Notes and as more fully described in the Indenture, and any
other amounts payable under the Indenture (the “Obligations”). 
 (b) It is the intention of each Subsidiary Guarantor that
its 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 its
Guarantee. To effectuate the foregoing intention, the amount guaranteed by each Subsidiary 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 Subsidiary Guarantor that are relevant under such laws, result in the Obligations of such Subsidiary 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. 
 (c) Following the date of
this Thirtieth Supplemental Indenture, prior to the guarantee of any previously Outstanding Securities issued pursuant to the Original Indenture or the initial issuance of Securities that are to be guaranteed, in either case by a Person that is not
a Subsidiary Guarantor (or, if provided by the terms of the Original Indenture, a successor to a Subsidiary Guarantor), the parties hereto and such Person shall enter into a supplemental indenture pursuant to Section 2.3 of the Original
Indenture whereby such Person shall become a Subsidiary Guarantor under this Thirtieth Supplemental Indenture. 
 (d) Following the date of
this Thirtieth Supplemental Indenture, the Issuer shall cause any wholly owned Domestic Subsidiary that is not a Subsidiary Guarantor and that becomes a guarantor under any other Indebtedness of the Issuer or the Existing Notes to execute and
deliver to the Trustee within 30 days of becoming a guarantor under any other Indebtedness of the Issuer or the Existing Notes, a supplemental indenture pursuant to which such wholly owned Domestic Subsidiary shall become a Subsidiary Guarantor and
shall provide a Guarantee. 
 As used in this Section 3.1, the terms set forth below shall have the following respective meanings: 

“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 GAAP, and
the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Domestic Subsidiary” means any Subsidiary of a Person that was formed under the laws of the United States or
any state of the United States or the District of Columbia. 
 “Existing Notes” means the senior notes of
the Issuer issued pursuant to the Original Indenture, as it may be amended, supplemented or otherwise modified from time to time. 

“GAAP” means generally accepted accounting principles in the United States of America. 

“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. 
 “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 the Issuer or any Subsidiary shall not constitute Liens. 

3.2 Guarantee Absolute. Each Subsidiary Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of
the Original Indenture and this Thirtieth Supplemental 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 Notes or the Trustee with respect
thereto. The liability of each Subsidiary Guarantor under its Guarantee shall be absolute and unconditional irrespective of: 
 (a) any lack
of validity, enforceability or genuineness of any provision of the Original Indenture or this Thirtieth Supplemental Indenture, the Notes or any other agreement or instrument relating thereto; 






 (b) 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; 
 (c) 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; 

(d) the absence of any action to enforce same, or any waiver or consent by the Trustee or any Holder of Notes with respect to any provisions
of the Indenture; or 
 (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Issuer or
a Subsidiary Guarantor. 
 3.3 Ranking. Each Subsidiary Guarantor covenants and agrees that its obligation to make payments of the
Obligations hereunder constitutes a senior unsecured obligation of such Subsidiary Guarantor ranking pari passu with all existing and future unsecured indebtedness of such Subsidiary Guarantor. 

3.4 Waiver; Subrogation. 

(a) Each Subsidiary 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 Notes, 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) Each Subsidiary 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 such Subsidiary Guarantor’s obligations under the Original Indenture and this Thirtieth Supplemental 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 Notes, 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 such Subsidiary 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 the Guarantees, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Notes and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations
and all other amounts payable under its Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture (including the Guarantees), or be held as collateral for any Obligations or other amounts payable under the Guarantees
thereafter arising. Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture (including its Guarantee) and that the waiver set forth in this
Section 3.4 is knowingly made in contemplation of such benefits. 






 3.5 No Waiver; Remedies. No failure on the part of the Trustee or any Holder of Notes to
exercise, and no delay in exercising, any right under this Article III shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Article III preclude any other or further exercise thereof or the exercise of
any other right. The remedies provided in this Article III are cumulative and not exclusive of any remedies provided by law. 
 3.6
Continuing Guarantee; Transfer of Interest. Each Subsidiary Guarantor’s Guarantee is a continuing guarantee of such Subsidiary Guarantor and shall (a) remain in full force and effect until the earliest to occur of (i) the date,
if any, on which such Subsidiary 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 such Subsidiary
Guarantor and (iii) payment in full of the Obligations, (b) be binding upon such Subsidiary Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by any Holder of Notes, the Trustee, and by their
respective successors, transferees, and assigns. Each Guarantee is a guarantee of payment and not a guarantee of collection. 
 3.7
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 Obligations is rescinded or must otherwise be returned by any Holder of Notes or the Trustee upon the
insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made. 
 3.8 Severability;
Amendment. If any provision or any application of this Article III 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 Subsidiary Guarantor may amend the provisions of this Article III with respect to such Subsidiary Guarantor at any time for any purpose without the consent of the Trustee or any Holder of Notes; provided, however, that if such amendment
adversely affects (a) the rights of the Trustee or (b) any Holder of Notes, 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 Outstanding Notes) shall be required and (ii) such Subsidiary 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. 
 3.9 Notices. All communications and notices to any
Guarantor hereunder shall be made in writing and deemed to have been duly given if mailed or transmitted to the Issuer in accordance with the Original Indenture. 






 ARTICLE IV 

MISCELLANEOUS PROVISIONS 
 4.1
Trustee and London Paying Agent. None of the Trustee or the London Paying Agent makes any 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
the Notes, any Guarantee, this Thirtieth Supplemental Indenture or the proper authorization or the due execution hereof by the Issuer or any Subsidiary 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. The rights, protections, privileges, immunities, indemnities and benefits given to the Trustee under the Indenture are extended to and shall be enforceable by the London Paying Agent. 

4.2 Effect of Amendment. 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 Thirtieth 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. Notwithstanding anything in the Original Indenture or this Thirtieth Supplemental Indenture to the contrary, to the extent any provisions of this Thirtieth Supplemental
Indenture or any Notes issued hereunder shall conflict with any provision of the Original Indenture, the provisions of this Thirtieth Supplemental Indenture or the Notes, as applicable, shall control with respect to the Notes but not any other
series of Securities. 
 4.3 Governing Law. THIS THIRTIETH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 4.4 Waiver of Jury Trial. EACH OF THE PARTIES HERETO (AND EACH NOTEHOLDER
BY ACCEPTANCE OF A NOTE) 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 THIRTIETH SUPPLEMENTAL INDENTURE, THE ORIGINAL
INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 
 4.5 Instructions. The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the Indenture and delivered using the following communications methods: S.W.I.F.T., 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 (collectively, “Electronic Means”); provided, however, that the Issuer 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 the Issuer whenever a Person is to be added or deleted from the listing. If the Issuer 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 Issuer understands and agrees 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 Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and
confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. 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. The Issuer 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 Issuer; (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. 
 4.6 FATCA Withholding Tax. The Issuer hereby covenants with the Trustee
and each Paying Agent that it will provide the Trustee and such Paying Agent with sufficient information so as to enable the Trustee and such Paying Agent to determine whether or not each of the Trustee and such Paying Agent, respectively, is
obliged, in respect of any payments to be made by it pursuant to the Indenture, to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474
of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such
an intergovernmental agreement). The Trustee and each Paying Agent shall be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through
1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing
such an intergovernmental agreement) (collectively, “FATCA Withholding Tax”), and shall have no obligation to gross-up any payment hereunder or to pay any Additional Amount as a result of such FATCA Withholding Tax. 

4.7 Counterparts. This Thirtieth 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. 






 IN WITNESS WHEREOF, the parties hereto have caused this Thirtieth 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: Treasurer
	
	THE BANK OF NEW YORK MELLON TRUST
	COMPANY, N.A., as Trustee, New York paying agent, New York transfer agent and registrar
		
	By:	 	             /s/ Julie
Hoffman-Ramos

		 	Name: Julie Hoffman-Ramos
		 	Title: Vice President
	
	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as London paying agent and London transfer agent
		
	By:	 	             /s/ Thomas Vanson

		 	Name: Thomas Vanson
		 	Title: Authorized Signatory








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







 Annex A 

[FORM OF FACE OF SECURITY] 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV, AS OPERATOR OF THE EUROCLEAR SYSTEM (“EUROCLEAR”), AND
CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG (“CLEARSTREAM”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK
DEPOSITORY (NOMINEES) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR OR 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 BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED,
HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REGISTERED IN THE NAMES OF PARTICIPANTS IN EUROCLEAR OR CLEARSTREAM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY EUROCLEAR OR
CLEARSTREAM OR BY A NOMINEE OF EUROCLEAR OR CLEARSTREAM TO EUROCLEAR OR CLEARSTREAM OR BY EUROCLEAR OR CLEARSTREAM OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. 







			
	REGISTERED	  	REGISTERED

 SYSCO CORPORATION 

1.250% Senior Note due 2023 
  

			
	No. SC-0001	  	CUSIP: 871829 BE6
		  	ISIN: XS1434170426
		  	Common Code: 1434170426
		
	PRINCIPAL AMOUNT: €	  	AUTHENTICATION DATE:
		
	ORIGINAL ISSUE DATE:	  	STATED MATURITY: June 23, 2023
		
	INTEREST RATE: 1.250% per annum	  	SUBJECT TO DEFEASANCE PURSUANT TO SECTION 10.1 OF THE INDENTURE REFERRED TO HEREIN

 ISSUE PRICE:            % of principal amount 

Sysco Corporation, a corporation organized and existing under the laws of the State of Delaware (herein called the “Issuer”,
which term includes any successor Person under the Indenture referred to herein), for value received, hereby promises to pay to The Bank of New York Depository (Nominees) Limited, as nominee of The Bank of New York Mellon, London Branch, a common
depository for Euroclear and Clearstream, or registered assigns, the principal sum of                 EUROS
(€            ) on June 23, 2023 (the “Stated Maturity”) and to pay interest thereon from June 23, 2016 or from the most recent Interest Payment Date to
which interest has been paid, annually in arrears on June 23 of each year (each such date, an “Interest Payment Date”) at the rate of 1.250% per annum, commencing June 23, 2017 until the principal hereof is paid or
made available for payment. 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 June 23, 2016 if no interest has been paid on the Notes), to but excluding the next scheduled Interest Payment Date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA), as defined in the rulebook of the International
Capital Market Association. If an Interest Payment Date would otherwise fall on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day and no interest shall accrue or be payable on such
next succeeding Business Day for the period from and after such original Interest Payment Date to such next succeeding Business Day. Except as otherwise expressly set forth herein and in the Indenture, “Business Day” means any day,
other than a Saturday or Sunday, which is not a day on which banking institutions in New York, New York or London, England are authorized or required by law, regulation or executive order to close. 






 The interest payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture referred to herein, be paid to the Person in whose name this Note is registered at the close of business on the record date for such interest payment, which shall be June 8 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date (the “Regular Record Date”). 
 Initially, The Bank of New York
Mellon Trust Company, N.A. (the “New York Paying Agent”), will act as Trustee, security registrar and New York paying agent and New York transfer agent for the 1.250% Senior Notes due 2023 of the Issuer (the
“Notes”). The Bank of New York Mellon, London Branch (together with the New York Paying Agent, each a “Paying Agent”) will initially act as London paying agent and London transfer agent for the Notes. The Issuer may
change any paying agent, transfer agent or security registrar upon notice to the Trustee. 
 All payments of principal of, the redemption
price (if any), and interest and Additional Amounts (as provided herein, if any), on the Notes, will be payable in euros; provided, that if the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances
beyond the Issuer’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within
the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer or so used. The amount payable on any date in euros will be converted into U.S. dollars at
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. All costs and taxes payable in connection with the procedures referred to in this paragraph
shall be borne by the Issuer. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor any Paying Agent shall have any responsibility for any
calculation or conversion in connection with the foregoing. 
 All payments and distributions of principal in respect of the Notes shall be
made on presentation and, in the case of principal payable at final maturity, upon surrender thereof (and, in respect of interest payable on Notes other than at maturity, by check mailed to the registered Holder thereof) at the office or agency of
the London Paying Agent, or any other duly appointed Paying Agent, provided that the Note is presented to such Paying Agent in time for such Paying Agent to make payments in immediately available funds in accordance with its normal
procedures. Notwithstanding the foregoing, so long as any Notes are in the form of Registered Global Securities, payments of principal and premium (if any) will be delivered by Euroclear and Clearstream to the beneficial owners in accordance with
its respective procedures. 
 At any time before April 23, 2023 (the date that is two months prior to the Stated Maturity), the Notes
are redeemable as a whole or in part, at the option of the Issuer, at a redemption price, calculated by the Quotation Agent, equal to the greater of the following amounts, plus, in either case, accrued and unpaid interest on the principal amount of
the Notes being redeemed to the date of redemption: (i) 100% of the principal amount of the Notes being 






 
redeemed; or (ii) the sum of the present values of the remaining scheduled payments of the principal of and interest on the Notes to be redeemed that would be due if the Notes matured on
April 23, 2023 (exclusive of interest accrued to the date of redemption), discounted to April 23, 2023 annually (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate (as defined below) plus 25 basis points, plus in either case any
accrued and unpaid interest on the Notes to be redeemed to the date of redemption. 
 At any time on or after April 23, 2023 (the date
that is two months prior to the Stated Maturity), the Notes are redeemable as a whole or in part at any time and from time to time, at the option of the Issuer, at a redemption price equal to 100% of the principal amount of the Notes being redeemed
plus accrued and unpaid interest on the principal amount of the Notes being redeemed to the date of redemption. 
 Installments of interest
on Notes being redeemed that are due and payable on the Interest Payment Date falling on or prior to a redemption date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Regular Record Date
according to the terms of the Notes and as more fully described in the Original Indenture and this Thirtieth Supplemental Indenture. 
 As
used herein with respect to redemption of the Notes, the terms set forth below shall have the following respective meanings: 

“Business Day” means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in
The City of New York or London are authorized or required by law, regulation or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the TARGET2 system), or any successor
thereto, is open. 
 “Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at
the discretion of the Quotation Agent, a German government bond whose maturity is closest to the maturity of the Notes being redeemed, or if the Quotation Agent in its discretion determines that such similar bond is not in issue, such other German
government bond as such independent investment bank may, with the advice of three brokers of, and/or market makers in, German government bonds selected by the Issuer, determine to be appropriate for determining the Comparable Government Bond Rate.

 “Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with
0.0005 being rounded upwards), at which the gross redemption yield on the Notes, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such
Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by the Quotation Agent. 

“Quotation Agent” means Deutsche Bank AG, London Branch or its successor. 






 All determinations made by the Quotation Agent with respect to determining the redemption price
will be final and binding on all parties, absent manifest error. 
 Notice of any redemption will be given at least 15 days but not more
than 45 days before the date of redemption to each Holder of Notes to be redeemed, or as otherwise provided in accordance with the procedures of Euroclear and Clearstream. If fewer than all of the Notes are to be redeemed, the particular Notes to be
redeemed will be selected in accordance with the procedures of Euroclear and Clearstream. 
 Unless the Issuer defaults in payment of the
redemption price, on or after the date of redemption, interest will cease to accrue on the Notes or portions thereof called for redemption. 

In the event of redemption of this Note in part only, a new Note or Notes of like tenor and in an aggregate principal amount equal to the
unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
 All payments of principal,
premium (if any) and interest in respect of the Notes or the Guarantees will be made free and clear of, and without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever nature imposed,
levied or collected by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration thereof.

 The Issuer or the relevant Subsidiary Guarantor, as applicable, will, subject to the exceptions and limitations set forth below, pay in
respect of the Notes and the Guarantees such Additional Amounts as are necessary in order that the net payment by the Issuer of the principal of, premium (if any) and interest in respect of the Notes or the Guarantees (including payments of
Additional Amounts with respect to such amounts) received by a beneficial owner who is not a United States Person (as defined below), after withholding or deduction for any present or future tax, assessment, duties or other governmental charge
imposed by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), 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: 
 (a) to the extent any tax, assessment or other governmental charge
is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a
Person holding a power over an estate or trust administered by a fiduciary holder, being considered as: 
 (i) being or
having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; 

(ii) 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 with respect thereto or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States; 






 (iii) being or having been a personal holding company, a passive foreign
investment company or a controlled foreign corporation for U.S. federal income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; 

(iv) being or having been a “10-percent shareholder” of Sysco as defined in Section 871(h)(3) of the United
States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or 
 (v) 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, as described in Section 881(c)(3)(A) of the Code or any successor provision; 

(b) to 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 beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or 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; 

(c) to the extent 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; 
 (d) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding
by the Issuer or a Paying Agent from the payment; 
 (e) to any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other Paying Agent; 

(f) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax,
assessment or other governmental charge, or excise tax imposed on the transfer of the Notes; 
 (g) to any withholding or
deduction that is imposed on a payment to an individual and that is required to be made pursuant to the Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of
savings income, or any law implementing or complying with or introduced in order to conform to, such directive 






 (h) to any tax, assessment or other governmental charge required to be withheld
by any Paying Agent from any payment of principal of or interest on any Note as a result of the presentation of any Note for payment (where presentation is required) by or on behalf of a Holder of any Note, if such payment could have been made
without such withholding by presenting the relevant Note to at least one other Paying Agent in a member state of the European Union; 

(i) to the extent any tax, assessment or other governmental charge 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 30 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 except to the extent
that the beneficiary or Holder thereof would have been entitled to the payment of Additional Amounts had such Note been presented for payment on any day during such 30-day period; 

(j) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or
successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or 

(k) in the case of any combination of the above items. 

The Issuer or the relevant Subsidiary Guarantor, as the case may be, will make all withholdings and deductions required by law and will remit
the full amount deducted to or withheld to the relevant tax authority in accordance with applicable law. Upon request, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will provide to the Trustee an official receipt or, if
official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be
made available by the Trustee to the Holders of the Notes. If the Issuer or any Subsidiary Guarantor is required to pay Additional Amounts with respect to the Notes, the Issuer will notify the Trustee and Paying Agents pursuant to an Officer’s
Certificate that specifies the Additional Amounts payable and when the Additional Amounts are payable. If the Trustee and the Paying Agents do not receive such an Officer’s Certificate from the Issuer, the Trustee and the Paying Agents may rely
on the absence of such an Officer’s Certificate in assuming that no such Additional Amounts are payable. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to
the Notes. Except as specifically provided herein, the Issuer will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any
government or political subdivision. 






 If, 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 June 14, 2016, the Issuer becomes or, based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay
Additional Amounts as described herein with respect to the Notes, then the Issuer may at its option redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid
on those Notes to the date fixed for redemption. 
 Prior to giving any notice of redemption to the Holders of the Notes pursuant to the
preceding paragraph, the Issuer shall deliver to the Trustee (1) an Officer’s Certificate and (2) an Opinion of Counsel selected by the Issuer, each stating that the Issuer will become obligated to pay such Additional Amounts. 

As used herein, the term “United States” means the United States of America, the states of the United States, and the
District of Columbia, and the term “United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized
in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. 

If a Change of Control Repurchase Event (as defined below) occurs, unless the Issuer has exercised its right to redeem the Notes as described
above or has defeased the Notes pursuant to Section 10.1 of the Indenture referred to herein, the Issuer will be required to make an irrevocable offer to each Holder of Notes to repurchase all or any part (equal to or in excess of €100,000
and in integral multiples of €1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes
repurchased to, but not including, the date of repurchase. Within 30 days following a Change of Control Repurchase Event or, at the Issuer’s option, prior to a Change of Control (as defined below), but in either case, after the public
announcement of the Change of Control, the Issuer will give, or shall cause to be given, 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, offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is given (the “Change of Control Payment
Date”), disclosing that any Note not tendered for repurchase will continue to accrue interest, and specifying the procedures for tendering Notes. The notice shall, if given prior to the date of consummation of the Change of Control, state
that the offer to purchase is conditioned on a Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Issuer must comply with the requirements of Rule 14e-1 under the Exchange Act, and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached the obligations of the
Issuer under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict. 






 On the Business Day immediately preceding the Change of Control Payment Date following a Change
of Control Repurchase Event, the Issuer will be required, to the extent lawful, to deposit with the London Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered. 

On the Change of Control Payment Date following a Change of Control Repurchase Event, the Issuer will be required, to the extent lawful, to:
(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and (ii) 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 being purchased. 
 The London Paying Agent will promptly distribute to each
Holder of Notes properly tendered the purchase price for the Notes deposited by the Issuer. The Issuer will execute, and the Trustee (or an 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 Notes surrendered provided that each new Note will be in a principal amount of an integral multiple of €1,000. The Issuer 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 Issuer and such third party purchases
all Notes properly tendered and not withdrawn under its offer. 
 As used herein, the terms set forth below shall have the following
respective meanings: 
 “Below Investment Grade Ratings Event” means that on any day during the period (the “Trigger
Period”) commencing 60 days prior to the first public announcement by the Issuer 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 (as defined below) has publicly announced that it is considering a possible ratings change), the Notes 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 at the commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated
Investment Grade by at least two of the three Rating Agencies during that Trigger Period. 
 “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 Issuer 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 Voting Stock of the Issuer or other Voting
Stock into which the Voting Stock of the Issuer is reclassified, consolidated, exchanged 






 
or changed, measured by voting power rather than number of shares; (2) the Issuer consolidates with, or merges with or into, any Person (as defined in the Indenture referred to herein), or
any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer 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 Issuer 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 consolidated assets of the Issuer, including the assets of the subsidiaries of the Issuer, taken as a whole, to one or more Persons (other than the Issuer or one of its subsidiaries); (4) the first day on which a
majority of the members of the Board of Directors of the Issuer is composed of members who are not Continuing Directors; or (5) the adoption of a plan relating to the liquidation or dissolution of the Issuer. Notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control if (1) the Issuer 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 Voting Stock of the Issuer 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.

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Ratings
Event. 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 Board of Directors who (1) was a member
of the Board of Directors of the Issuer on the date the Notes were issued or (2) was nominated for election, elected or appointed to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the
Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the proxy statement of the Issuer in which such member was named as a nominee for election as a director, without objection to
such nomination). 
 “Fitch” means Fitch Inc., a subsidiary of Fimalac, S.A., and its successors. 

“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).  

“Moody’s” means Moody’s Investors Service, Inc., and its successors. 






 “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 Issuer may appoint a replacement for such Rating Agency that is reasonably acceptable to the Trustee. 

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc., and its successors. 

“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. 

The Notes are not subject to any sinking fund. 

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE. 
 Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Note shall not be entitled to any benefit under the Indenture referred to herein or be valid
or obligatory for any purpose. 






 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its corporate
seal. 
  

							
		 	SYSCO CORPORATION
				
	[Seal]	 		 		 	
			
		 	By:	 	  

		 		 	Name:	 	Gregory Keyes
		 		 	Title:	 	Vice President and Treasurer
			
		 	Attest:	 	  

		 		 	Name:	 	Adam S. Skorecki
		 		 	Title:	 	Senior Vice President, General Counsel and Assistant Secretary
		 		 		 	







 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

Date:        , 2016 

This is one of the Securities referred to in the within-mentioned Indenture. 

 

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	                Authorized Signatory








 [REVERSE OF NOTE] 

SYSCO CORPORATION 
 1.250% Senior
Note due 2023 
  
  

This Note is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or
more series under an Indenture dated as of June 15, 1995 by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., as successor trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), as supplemented by a First Supplemental Indenture dated as of June 27, 1995, a Second Supplemental Indenture dated as of May 1, 1996, a Third Supplemental Indenture dated as of April 25, 1997, a Fourth
Supplemental Indenture dated as of April 25, 1997, a Fifth Supplemental Indenture dated as of July 27, 1998, a Sixth Supplemental Indenture dated as of April 5, 2002, a Seventh Supplemental Indenture dated as of March 5, 2004, an
Eighth Supplemental Indenture dated as of September 22, 2005, a Ninth Supplemental Indenture dated as of February 12, 2008, a Tenth Supplemental Indenture dated as of February 12, 2008, an Eleventh Supplemental Indenture dated as of
March 17, 2009, a Twelfth Supplemental Indenture dated as of March 17, 2009, a Thirteenth Supplemental Indenture dated as of February 17, 2012, a Fourteenth Supplemental Indenture dated as of June 12, 2012, a Fifteenth
Supplemental Indenture dated as of June 12, 2012, a Sixteenth Supplemental Indenture dated as of October 2, 2014, a Seventeenth Supplemental Indenture dated as of October 2, 2014, an Eighteenth Supplemental Indenture dated as of
October 2, 2014, a Nineteenth Supplemental Indenture dated as of October 2, 2014, a Twentieth Supplemental Indenture dated as of October 2, 2014, a Twenty-First Supplemental Indenture dated as of October 2, 2014, a Twenty-Second
Supplemental Indenture dated as of September 28, 2015, a Twenty-Third Supplemental Indenture dated as of September 28, 2015, a Twenty-Fourth Supplemental Indenture dated as of September 28, 2015, a Twenty-Fifth Supplemental Indenture
dated as of September 28, 2015, a Twenty-Sixth Supplemental Indenture dated as of April 1, 2016, a Twenty-Seventh Supplemental Indenture dated as of April 1, 2016, a Twenty-Eighth Supplemental Indenture dated as of April 1, 2016,
a Twenty-Ninth Supplemental Indenture dated as of April 1, 2016 and a Thirtieth Supplemental Indenture dated as of June 23, 2016 (the Indenture dated as of June 15, 1995, as supplemented by the Thirteenth Supplemental Indenture and
Thirtieth Supplemental Indenture, is referred to herein as the “Indenture”), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the
Issuer, each subsidiary guarantor party thereto (collectively, the “Subsidiary Guarantors”), the Trustee and the Holders of the 1.250% Senior Notes due 2023 of the Issuer (the “Notes”) and of the terms upon which
the Notes are, and are to be, authenticated and delivered. The acceptance of this Note shall be deemed to constitute the consent and agreement of the Holder hereof to all the terms and conditions of the Indenture. This Note is a Security of the
series designated on the face hereof, which series is initially limited in aggregate principal amount to €                     . To secure
the due and punctual payment of principal of, premium, if any, and interest on the Notes and any other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at stated maturity, by
acceleration or otherwise, according to the terms of this Note and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed the Obligations (as defined in the Thirtieth Supplemental Indenture) on a senior basis pursuant to the terms
of the Indenture. 






 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of
the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. Events of Default are defined in the Indenture and generally include: (i) default for 30 days in payment of any interest on the Notes;
(ii) default in any payment of principal on any of the Notes when due and payable; (iii) failure on the part of the Issuer duly to observe or perform any of the covenants or agreements on the part of the Issuer in the Securities or in the
Indenture which shall not have been remedied within 90 days after written notice by the Trustee or by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of all series affected thereby; or (iv) certain events
involving bankruptcy, insolvency or reorganization of the Issuer. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of each such affected series of then
Outstanding Securities (voting as a single class) may declare the entire principal of all Securities of all such affected series, and the interest accrued thereon, if any, to be immediately due and payable, except that, in the case of an Event of
Default arising from certain events of bankruptcy, insolvency or reorganization of the Issuer, the principal and interest on the Securities shall become and be immediately due and payable without any declaration or other act on the part of the
Trustee or any Holder. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the Securities of each series affected (with all such series voting as a single class) at the time Outstanding shall have the right to
direct the Trustee in its exercise of any trust or power conferred on the Trustee with respect to the Securities of such series by the Indenture, provided that the Trustee may decline to follow any such direction if the Trustee determines the action
or proceeding so directed may not lawfully be taken or if the Trustee in good faith shall determine that the action or proceeding so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the
actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interest of Holders of the Securities of all series so affected not joining in the giving of said direction. The Trustee may withhold from Holders
notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their best interests. The Indenture requires the Issuer to furnish an annual compliance certificate to the
Trustee. 
 The Indenture contains provisions permitting the Issuer and the Trustee to modify the Indenture or any supplemental indenture
without the consent of the Holders for one or more of the following purposes (as more particularly set forth in the Indenture): (1) to convey, transfer, assign, mortgage or pledge any property or assets to the Trustee as security for the
Securities of one or more series; (2) to evidence the succession of another entity to the Issuer; (3) to add to the covenants of the Issuer or add Events of Default for the benefit of Holders; (4) to cure any ambiguity, to correct or
supplement any provision of the Indenture which may be defective or inconsistent with any other provision of the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture as shall not adversely
affect the interests of the Holders in any material respect; (5) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 2.3 of the Indenture; and (6) to evidence the appointment of a successor Trustee.

 The Indenture also permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in aggregate







 
principal amount of the Securities then Outstanding of each series to be affected (voting as a single class). The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of all series at the time Outstanding with respect to which a default or Event of Default shall have occurred and be continuing (voting as a single class), on behalf of the Holders of all such Securities,
to waive certain past defaults and Events of Default under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Security issued upon the registration of transfer hereof or in exchange for or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

Without the consent of each Holder of each Note so effected, the Issuer may not extend the final maturity of any Note, or reduce the rate (or
alter the method of computation) of interest thereon or extend the time for payment thereof, or reduce (or alter the method of computation of) any amount payable on redemption or repayment thereof or extend the time for payment thereof, or make the
principal thereof or interest thereon (including any amount in respect of original issue discount) payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof, or reduce the amount that would be due
and payable upon an acceleration of the maturity of any Note, or impair or affect the right of any Holder to institute suit for the payment thereof. 

A supplemental indenture that changes or eliminates any covenant or other provision of the Indenture which has expressly been included solely
for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, or of Coupons appertaining to such Securities, with respect to such covenant provision, shall be deemed not to
affect the rights under the Indenture of Holders of Securities of any other series or of the Coupons appertaining to such Securities. 
 As
set forth in, and subject to the provisions of, the Indenture, no Holder of any Note will have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for any remedy thereunder, unless (1) such Holder
shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes, (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request,
and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, (3) the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the Outstanding Notes a direction inconsistent
with such request and (4) the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal
of or any interest on this Note on or after the respective due dates expressed herein. 
 No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note, as described on the face hereof, at the times, place and rate, and
in the coin or currency, herein prescribed. 






 The Notes are issuable only in fully registered form and are represented either by one or more
global certificates registered in the name of a depositary or in the name of its nominee or by a certificate or certificates registered in the name of the beneficial owner(s) of such Notes or its or their nominee(s). The Notes are issuable in
denominations of €100,000 and integral multiples of €1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes and
of like tenor of any authorized denomination, as requested by the Holder surrendering the same. 
 As provided in the Indenture and subject
to certain limitations set forth in the Indenture or this Note, the transfer of this Note is registrable in the Security register, upon surrender of this Note for registration of transfer or exchange at the office or agency of the security registrar
or any successor or co-registrar in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Issuer shall not be required to exchange or register
a transfer of (a) any Notes for a period of 15 days next preceding the first giving of notice of redemption of the Notes, or (b) the Notes selected, called or being called for redemption, in whole or in part, except, in the case of any
Note to be redeemed in part, the portion thereof not so to be redeemed. 
 In addition, the Issuer may maintain an agent, in such location
or locations as the Issuer may select, to provide the Holders with an office at which they may present the Notes for registration of transfer or exchange. Notes accepted as set forth in the immediately preceding sentence shall be deemed to be
presented to the security registrar on the Business Day next succeeding the day that Notes are delivered to such agent. 
 No service charge
shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Subject to the terms of the Indenture, prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any
agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and none of the Issuer, the Trustee or any such agent shall be affected by
notice to the contrary. 
 The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or of
certain restrictive covenants and Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. The Indenture with respect to the Notes shall be discharged and canceled upon the payment
of all of the Notes and shall be discharged except for certain obligations upon the irrevocable deposit with the Trustee of euros sufficient for such payment. 

In the case of any conflict between the provisions of this Note and the Indenture, the provisions of the Indenture shall control. 






 THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 
 All capitalized terms used but not defined in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture. 
 As provided in the Indenture, no recourse under or upon any obligation, covenant or agreement
contained in the Indenture, or in this Note, or because of any indebtedness evidenced hereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Issuer
or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. 






 FORM OF ASSIGNMENT 

ABBREVIATIONS 
 Customary abbreviations may be
used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift
to Minors Act). 
 Additional abbreviations may also be used though not in the above list. 

 
  

FOR VALUE RECEIVED, the undersigned hereby sell(s), 

assign(s) and transfer(s) unto 
  

 
 Please insert
Social Security or 
 other identifying number of assignee 

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE 
  

			
	  
	  	
		
	  
	  	
		
	  
	  	
		
	  
	  	

 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
                                        ,
attorney to transfer said Note on the books of the Issuer, with full power of substitution in the premises. 
  

			
	Dated:                                   
                                         

	Notice: The signature(s) to this assignment must correspond with the name(s) as written on the face of the within instrument in every particular, without alteration or enlargement, or any change
whatsoever.








 SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT 

OF THIS NOTE 
 The original
principal amount of this Note is                         euros
(€            ). The following increases or decreases in the principal amount of this Note have been made: 
  

									
	 Date of

increase or

decrease
	 	 Amount of

decrease in
 principal amount

of this

Note
	 	 Amount of

increase in
 principal amount

of this

Note
	 	 Principal amount

of this
 Note following

such decrease

(or increase)
	 	 Signature of

authorized
 signatory of

Trustee or

Depositary