so
that the Private Placement Memorandum, as amended or supplemented, satisfies the
requirements of this Agreement, and (v) a legal opinion of counsel to the
Issuer, addressed to the Dealer, satisfactory in form and substance reasonably
satisfactory to the Dealer, as to (a) the due authorization, delivery, validity
and enforceability of Notes issued pursuant to the Replacement Issuing and
Paying Agency Agreement, and (b) such other matters as the Dealer may reasonably
request.
13
This Agreement supersedes all prior agreements and understandings (whether
written or oral) between the Issuer and the Dealer, or any of them, with respect
to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
Sysco Corporation, as Issuer
Goldman, Sachs & Co.,
as Dealer
By:
/s/ Gregory Keyes
By:
/s/ Nicholas Philip
Name:
Gregory Keyes
Name:
Nicholas Philip
Title:
Vice President and Treasurer
Title:
Authorized Signatory
14
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealer referred to in clause (b) of Section 1.2 of the Agreement
is J.P. Morgan Securities LLC
2.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Sysco Corporation
Address:
1390 Enclave Parkway, Houston, Texas
77077
Attention:
Martin R. Gauthier, Assistant Treasurer
Telephone number:
281-584-1763
Fax number:
281-584-_____
For the Dealer:
Goldman, Sachs & Co.
Address:
200 West Street, New York, New York
10282
Attention:
Money Market Origination
Telephone number:
212-902-2525
Fax number:
917-977-4731
15
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY
DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN INSTITUTIONAL INVESTOR
THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2),(3) OR
(7) UNDER THE ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND (2)(i) PURCHASING
NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE
ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN
SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR
(iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND LOAN
ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B) A QUALIFIED INSTITUTIONAL
BUYER ("QIB") WITHIN THE MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING
NOTES FOR ITS OWN