exv4w1






Exhibit 4.1




 





SYSCO CORPORATION




AND




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




Trustee




 






ELEVENTH SUPPLEMENTAL INDENTURE




Dated as of March 17, 2009




 






Supplementing the Indenture

dated as of June 15, 1995




 





 









 





     ELEVENTH SUPPLEMENTAL INDENTURE, dated as of the 17th day of March, 2009, between SYSCO
CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the
“Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as
trustee (the “Trustee”);



     WHEREAS, the Company has heretofore executed and delivered an Indenture dated as of June 15,
1995 (the “Original Indenture”) providing for the issuance by the Company 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 Company 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 Company of
$150,000,000 aggregate principal amount of 61/2% Senior Notes due June 15, 2005, (ii) a Second
Supplemental Indenture dated as of May 1, 1996 providing for the issuance by the Company 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 Company 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 Company 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 Company of
$225,000,000 aggregate principal amount of 61/2% Debentures due August  1, 2028, (vi) a Sixth
Supplemental Indenture dated as of April 5, 2002 providing for the issuance by the Company 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 Company 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 Company 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 Company of
$250,000,000 aggregate principal amount of 4.20% Senior Notes due February 12, 2013 and (x) a Tenth
Supplemental Indenture dated as of February 12, 2008 providing for the issuance by the Company of
$500,000,000 aggregate principal amount of 5.25% Senior Notes due February 12, 2018; and



     WHEREAS, simultaneously herewith, the Company is executing and delivering to the Trustee a
Twelfth Supplemental Indenture dated as of March 17, 2009 providing for the issuance by the Company
of $250,000,000 aggregate principal amount of 6.625% Senior Notes due March 17, 2039; and



     WHEREAS, the Company, 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 Company
has duly determined to make, execute and deliver to the Trustee this Eleventh 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



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issue of,
a series of Securities under the Original Indenture in the aggregate principal amount of
$250,000,000; and




     WHEREAS, all things necessary to make the Securities provided for herein, when executed by the
Company 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 Company and to make this Eleventh
Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;



     NOW, THEREFORE, THIS ELEVENTH 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 Eleventh 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
Eleventh Supplemental Indenture shall, unless the context otherwise requires, refer to this
Eleventh Supplemental Indenture.



ARTICLE II




TITLE AND TERMS OF SECURITIES




     2.1 Title of the Securities. This Eleventh Supplemental Indenture hereby establishes
a series of Securities designated as the “5.375% Senior Notes due March 17, 2019” of the Company
(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 March 17, 2019 (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.



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     2.3 Amount and Denominations; Currency of Payment. The aggregate principal amount in
which the Notes may be issued under this Eleventh Supplemental Indenture is limited to
$250,000,000.



     The Notes shall be issued in the form of one or more Registered Global Securities in the name
of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York
(“DTC”). DTC shall initially act as Depositary for the Notes.



     The Notes shall be denominated in United States dollars in denominations of $2,000 and
integral multiples of $1,000.



     2.4 Interest and Interest Rates. Each Note shall bear interest at the rate of 5.375%
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 on each Note shall be
computed on the basis of a 360-day year comprising twelve 30-day months.



     2.5 Interest Payments. The interest payment dates for each Note shall be March 17
and September 17, in each year (the “Interest Payment Dates”), beginning September 17, 2009 and the
regular record dates shall be the March 1 and September 1 (the “Regular Record Dates”) preceding
those Interest Payment Dates, respectively. 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.



     Except as provided in the immediately preceding paragraph, interest payments shall be in the
amount of interest accrued to, but excluding, the Interest Payment Date.



     2.6 Place of Payment, Transfer and Exchange. The Company authorizes and appoints the
Trustee as the sole paying agent (the “Paying Agent”) with respect to any Notes represented by
Registered Global Securities, without prejudice to the Company’s authority to appoint additional
paying agents from time to time pursuant to Section 3.4 of the Original Indenture. Payments of
principal on each Note and interest thereon payable at maturity or upon redemption shall be made in
immediately available funds in such currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, at the request of the
Holder, at the office or agency of the Paying Agent in New York, New York or



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any other duly
appointed Paying Agent, provided that the Note is presented to the Paying Agent in time for
the Paying Agent to make the payments in immediately available funds in accordance with its normal
procedures. So long as any Notes are represented by a Registered Global Security, interest (other
than interest payable at maturity or upon redemption) shall be paid in immediately available funds
by wire transfer to the Depositary for such Notes, on the written order of the Depositary. In
addition, the Company may maintain a drop agent, in such location or locations as the Company may
select, to provide the Holders with an office at which they may present the Notes for payment. The
Company hereby acknowledges that any drop agent maintained will accept Notes for presentment, take
payment instructions from the Holder and forward the Notes presented and any related payment
instructions to the Paying Agent by overnight courier, for next day delivery. Notes presented as
set forth in the previous sentence shall be deemed to be presented to the Paying Agent on the
Business Day next succeeding the day the Notes are delivered to the drop agent. Payment of
interest (other than interest payable in accordance with the preceding provisions of this
subsection (i)) will, subject to certain exceptions provided in the Original Indenture, be made by
check mailed to the address of the Person entitled thereto as such address shall appear in the
Security register as of the applicable Regular Record Date or, at the option of the Company, by
wire transfer to an account maintained by such Person with a bank located in the United States.




     The Company appoints the Trustee as the sole Security registrar with respect to the Notes,
without prejudice to the Company’s authority to appoint additional Security 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 Security registrar
or any successor or co-registrar in New York, New York. In addition, the Company may maintain a
drop agent, in such location or locations as the Company may select, to provide the Holders with an
office at which they may present the Notes for registration of transfer or exchange. The Company
hereby acknowledges that any drop agent maintained by the Company will accept Notes for
registration of transfer or exchange and forward those Notes to the Security registrar by overnight
courier, for next day delivery. 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 the drop agent.



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



     2.8 Redemption at Option of the Company. The Notes are redeemable in whole or in
part at any time and from time to time prior to the Stated Maturity, at the option of the Company,
at a redemption price equal to the greater of the following amounts, plus, in either case, accrued
and unpaid interest on the principal amount 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
(exclusive of interest accrued to the date of redemption), discounted to the date of redemption on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 40 basis points.



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



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     “Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday
in New York, New York and on which commercial banks are open for business in New York, New
York.




     “Comparable Treasury Issue” means the United States Treasury security or securities
selected by the Quotation Agent as having an actual or interpolated maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.




     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average
of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.




     “Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York
City.




     “Quotation Agent” means Goldman, Sachs & Co. or its successor.




     “Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co. and Banc of America
Securities LLC, or their respective affiliates which are Primary Treasury Dealers, and their
respective successors and (2) two other firms that are Primary Treasury Dealers which the
Company specifies from time to time; provided, however, that if any of them ceases to be a
Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury
Dealer.




     “Reference Treasury Dealer Quotation” means, with respect to a particular Reference
Treasury Dealer and a particular redemption date, the average, as calculated by the Trustee,
of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding
that redemption date.




     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to
the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
date of redemption to each Holder of Notes to be redeemed. If fewer than all of the Notes are to
be redeemed, the Trustee shall select, in such manner as the Trustee shall deem appropriate and
fair, the particular Notes to be redeemed in whole or in part.



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     Unless the Company 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 Change of Control Repurchase Event. If a Change of Control Repurchase Event (as
defined below) occurs, unless the Company 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 Company
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 $2,000 and in integral multiples of $1,000) 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 Company’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 Company will mail, or shall cause to be mailed, 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 mailed (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 mailed 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 Company 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 Company will comply with the applicable securities laws and regulations and will not be deemed
to have breached the obligations of the Company under the Change of Control Repurchase Event
provisions of the Notes by virtue of such conflict.



     On the repurchase date following a Change of Control Repurchase Event, the Company 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; (ii) deposit with the paying agent an amount
equal to the aggregate purchase price in respect of all Notes or portions of Notes properly
tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted,
together with an officers’ certificate stating the aggregate principal amount of Notes being
purchased.



     The paying agent will promptly distribute to each Holder of Notes properly tendered the
purchase price for the Notes deposited by the Company. The Company will execute, and the
authenticating agent will promptly authenticate and deliver (or cause to be transferred by
book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any
Notes surrendered provided that each new Note will be in a principal amount of an integral multiple
of $1,000.  The Company 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,



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at the times and
otherwise in compliance with the requirements for an offer made by the Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.



     As used in this Section 2.9, 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 Company
of any Change of Control (or pending Change of Control) and ending 60 days following
consummation of such Change of Control (which Trigger Period will be extended following
consummation of a Change of Control for up to an additional 60 days for so long as any of
the Rating Agencies has publicly announced that it is considering a possible ratings
change), the Notes 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 Company 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 Company or other Voting Stock into which the Voting Stock of the
Company is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares; (2) the Company 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 Company, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of the Company 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 Company 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 Company, including the assets of the subsidiaries of the
Company, taken as a whole, to one or more Persons (other than the Company or one of its
subsidiaries); (4) the first day on which a majority of the members of the Board of
Directors of the Company is composed of members who are not Continuing Directors; or (5) the
adoption of a plan relating to the liquidation or dissolution of the Company. 
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of
Control if (1) the Company 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



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holders of
the Voting Stock of the Company 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 (as defined in the Original Indenture) who (1) was a member of the Board of
Directors of the Company 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 Company 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 Company 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.



     2.10. Form and Other Terms of the Notes. Attached hereto as Annex A is a form of a
Note denominated in United States dollars, 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 Eleventh Supplemental
Indenture.



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ARTICLE III




MISCELLANEOUS PROVISIONS




     The Trustee makes no undertaking or representation in respect of, and shall not be responsible
in any manner whatsoever for and in respect of, the validity or sufficiency of this Eleventh
Supplemental Indenture or the proper authorization or the due execution hereof by the Company or
for or in respect of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.



     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 Eleventh
Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in
the manner and to the extent herein and therein provided.



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



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



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     IN WITNESS WHEREOF, the parties hereto have caused this Eleventh 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:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

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

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






Annex A




[FORM OF FACE OF SECURITY]




     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




 












 










			
	 	 	 
	REGISTERED
	 	REGISTERED






SYSCO CORPORATION

5.375% Senior Note due March 17, 2019




			
	 	 	 
	No. SC-0001
	 	CUSIP: 871829 AM9
	 	 	 
	PRINCIPAL AMOUNT: $250,000,000
	 	AUTHENTICATION DATE: March 17, 2009
	 	 	 
	ORIGINAL ISSUE DATE: March 17, 2009
	 	STATED MATURITY: March 17, 2019






	 	 	 
	INTEREST RATE: 5.375% per annum

	 	SUBJECT TO DEFEASANCE PURSUANT TO
SECTION 10.1 OF THE INDENTURE REFERRED
TO HEREIN






ISSUE PRICE: 99.321% of principal amount




          Sysco Corporation, a corporation organized and existing under the laws of the State of
Delaware (herein called the “Company”, which term includes any successor Person under the Indenture
referred to herein), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal sum of TWO HUNDRED AND FIFTY MILLION U.S. DOLLARS ($250,000,000) on March
17, 2019 (the “Stated Maturity”) and to pay interest thereon at the rate of 5.375% per annum,
computed on the basis of a 360-day year comprising twelve 30-day months, from March 17, 2009 (the
“Original Issue Date”) or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, on March 17 and September 17 in each year and at the Stated Maturity or
upon redemption, commencing with September 17, 2009 until the principal hereof is paid or made
available for payment. 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 provided
in the immediately preceding sentence, interest payments shall be in the amount of interest accrued
to, but excluding, the applicable Interest Payment Date.




          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 Regular Record Date for such interest, which
shall be March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.




          Payments of principal on this Note and interest payable on this Note at the Stated Maturity or
upon redemption of this Note shall be made in immediately available funds in such




 









 







currency of the
United States of America as at the time of payment shall be legal tender for the payment of public
and private debts, at the request of the Holder upon presentation and surrender of this Note, at
the office or agency of the Paying Agent in New York, New York or any other duly appointed Paying
Agent, provided that this Note is presented to the Paying Agent in time for the Paying Agent to
make payments in immediately available funds in accordance with its normal procedures. So long as
any Notes are represented by a Registered Global Security, interest (other than interest payable at
maturity or upon redemption) shall be paid in immediately available funds by wire transfer to the
Depositary for such Notes, on the written order of the Depositary. In addition, the Company may
maintain a drop agent, in such location or locations as the Company may select, to provide the
Holders with an office at which they may present the Notes for payment. Notes presented to a drop
agent in accordance with the provisions of the Indenture referred to herein shall be deemed to be
presented to the Paying Agent on the Business Day next succeeding the day the Notes are delivered
to the drop agent.




          Payment of interest (other than interest payable in accordance with the provisions of the
immediately preceding paragraph) will, subject to certain exceptions provided in the Indenture
referred to herein, be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security register as of the applicable Regular Record Date or, at the
option of the Company, by wire transfer to an account maintained by such Person with a bank located
in the United States.




          The Notes are redeemable in whole or in part at any time and from time to time prior to the
Stated Maturity, at the option of the Company, at a redemption price equal to the greater of the
following amounts, plus, in either case, accrued and unpaid interest on the principal amount being
redeemed to the date of redemption: (1) 100% of the principal amount of the Notes being redeemed;
or (2) the sum of the present values of the remaining scheduled payments of the principal of and
interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption),
discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined in the following paragraph) plus 40 basis
points.




          As used in this paragraph and in the immediately preceding paragraph only, the terms set forth
below shall have the following respective meanings:





“Business Day” means any calendar day that is not a Saturday, Sunday or legal holiday in New
York, New York and on which commercial banks are open for business in New York, New York.




“Comparable Treasury Issue” means the United States Treasury security or securities selected
by the Quotation Agent as having an actual or interpolated maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.




“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of
the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (2) if the



 









 






Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such
quotations.




“Primary Treasury Dealer” means a primary U.S. Government securities dealer in New York
City.




“Quotation Agent” means Goldman, Sachs & Co. or its successor.




“Reference Treasury Dealer” means (1) each of Goldman, Sachs & Co. and Banc of America
Securities LLC, or their respective affiliates which are Primary Treasury Dealers, and their
respective successors and (2) two other firms that are Primary Treasury Dealers which the
Company specifies from time to time; provided, however, that if any of them ceases to be a
Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury
Dealer.




“Reference Treasury Dealer Quotation” means, with respect to a particular Reference Treasury
Dealer and a particular redemption date, the average, as calculated by the Trustee, of the
bid and asked price for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day preceding
that redemption date.




“Treasury Rate” means, with respect to any redemption date, the rate per year equal to the
semiannual equivalent yield to maturity or interpolated (on a day count basis) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.



          Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
date of redemption to each Holder of Notes to be redeemed. If fewer than all of the Notes are to
be redeemed, the Trustee shall select, in such manner as the Trustee shall deem appropriate and
fair, the particular Notes to be redeemed in whole or in part.




          Unless the Company 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.




          If a Change of Control Repurchase Event (as defined below) occurs, unless the Company 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 Company 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 $2,000 and in integral multiples of $1,000) 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 Company’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 Company will mail, or shall cause to be mailed, 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 mailed (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 mailed 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 Company 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 Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached the obligations of the Company under the Change
of Control Repurchase Event provisions of the Notes by virtue of such conflict.




          On the repurchase date following a Change of Control Repurchase Event, the Company 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; (ii) deposit with the paying agent an amount
equal to the aggregate purchase price in respect of all Notes or portions of Notes properly
tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted,
together with an officers’ certificate stating the aggregate principal amount of Notes being
purchased.




          The paying agent will promptly distribute to each Holder of Notes properly tendered the
purchase price for the Notes deposited by the Company. The Company will execute, and the
authenticating agent will promptly authenticate and deliver (or cause to be transferred by
book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any
Notes surrendered provided that each new Note will be in a principal amount of an integral multiple
of $1,000.  The Company 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 Company and such third party
purchases all Notes properly tendered and not withdrawn under its offer.




          As used in this paragraph and in the three immediately preceding paragraphs, 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
Company of any Change of Control (or pending Change of Control) and ending 60 days following
consummation of such Change of Control (which Trigger Period will be extended following
consummation of a Change of Control for up to an additional 60 days



 









 






for so long as any of
the Rating Agencies has publicly announced that it is considering a possible ratings
change), the Notes 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 Company 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 Company or other Voting Stock into which the Voting Stock of the
Company is reclassified, consolidated, exchanged or changed, measured by voting power rather
than number of shares; (2) the Company 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 Company, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of the Company 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 Company 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 Company, including the assets of the subsidiaries of the
Company, taken as a whole, to one or more Persons (other than the Company or one of its
subsidiaries); (4) the first day on which a majority of the members of the Board of
Directors of the Company is composed of members who are not Continuing Directors; or (5) the
adoption of a plan relating to the liquidation or dissolution of the Company. 
Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of
Control if (1) the Company 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 Company 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 (as defined in the Indenture referred to herein) who (1) was a member of the Board
of Directors of the Company 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 Company 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 Company 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 Company has caused this instrument to be duly executed under its
corporate seal.




	 	 	 	 	 	 	 
	 	 	SYSCO CORPORATION	 	 
	 
	 	 	 	 	 	 
	[Seal]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 








TRUSTEE’S CERTIFICATE OF AUTHENTICATION




Date: March 17, 2009




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

5.375% Senior Note due March 17, 2019



 



          This Note is one of a duly authorized issue of securities of the Company (the “Securities”),
issued and to be issued in one or more series under an Indenture dated as of June 15, 1995 and by
and between the Company 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 and a
Twelfth Supplemental Indenture dated as of March 17, 2009 (such Indenture, as supplemented by the
First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth
Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental Indenture, Seventh
Supplemental Indenture, Eighth Supplemental Indenture, Ninth Supplemental Indenture, Tenth
Supplemental Indenture, Eleventh Supplemental Indenture and Twelfth 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 Company,
the Trustee and the Holders of 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, limited in aggregate principal amount to
$250,000,000.




          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 Securities; (ii) default in any payment of principal on
any of the Securities when due and payable; (iii) failure on the part of the Company duly to
observe or perform any of the covenants or agreements on the part of the Company 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 Company. 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 Company, 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 Securityholder. 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 Company to furnish an
annual compliance certificate to the Trustee.




          The Indenture contains provisions permitting the Company 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 Company; (3) to add to
the covenants of the Company 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 Company and the rights of the Holders of
the Securities of each series to be affected under the Indenture at any time by the Company 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 Company 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 Company, 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 $2,000 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 Company 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


 









 







Company shall not be required to exchange or register a transfer of (a) any Notes for a period
of 15 days next preceding the first mailing 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 Company may maintain a drop agent, in such location or locations as the
Company 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 the drop agent.




          No service charge shall be made for any registration of transfer or exchange of Notes, but the
Company 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 Company, the Trustee and any agent of the Company 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 Company, 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
any combination of funds and U.S. Government Obligations 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, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.




          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 Company or of any successor, either directly or
through the Company 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 Company,
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 Two Hundred and Fifty Million U.S. Dollars
($250,000,000). The following increases or decreases in the principal amount of this Note have
been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Amount of	 	 	Principal amount	 	 	Signature of	 
	 	 	decrease in	 	 	increase in	 	 	of this	 	 	authorized	 
	Date of	 	principal amount	 	 	principal amount	 	 	Note following	 	 	signatory of	 
	increase or	 	of this	 	 	of this	 	 	such decrease	 	 	Trustee or	 
	decrease	 	Note	 	 	Note	 	 	(or increase)	 	 	Depository