SYSCO CORP (Form: 10-Q, Received: 02/04/2014 06:01:01)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 10-Q


(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended December 28 , 201 3



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6544

________________

BLUE_NO_TAG_R_500X194

Sysco Corporation

(Exact name of registrant as specified in its charter)


Delaware	74-1648137
(State or other jurisdiction of	(IRS employer
incorporation or organization)	identification number)
1390 Enclave Parkway	77077-2099
Houston, Texas	(Zip Code)
(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code:

(281) 584-1390

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large Accelerated Filer ☑	Accelerated Filer ☐
Non-accelerated Filer ☐ (Do not check if a smaller reporting company)	Smaller Reporting Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

584,967,675 s hares of common stock were outstanding as of January 25, 2014 .

TABLE OF CONTENTS


		Page No.
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45

Signatures		46

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)



	Dec. 28, 2013		Jun. 29, 2013		Dec. 29, 2012
	(unaudited)				(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	449,863	$	412,285	$	320,805
Accounts and notes receivable, less allowances of $69,078, $47,345, and $67,926		3,289,930		3,183,114		3,168,120
Inventories		2,506,581		2,396,188		2,436,109
Deferred income taxes		121,095		136,211		116,887
Prepaid expenses and other current assets		73,272		61,925		68,675
Prepaid income taxes		80,115		17,704		49,189
Total current assets		6,520,856		6,207,427		6,159,785
Plant and equipment at cost, less depreciation		3,967,176		3,978,071		3,960,636
Other assets
Goodwill		1,915,922		1,884,235		1,802,630
Intangibles, less amortization		191,568		205,719		153,358
Restricted cash		157,841		145,328		145,247
Other assets		259,662		243,167		249,646
Total other assets		2,524,993		2,478,449		2,350,881
Total assets	$	13,013,025	$	12,663,947	$	12,471,302

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable	$	57,733	$	41,632	$	42,754
Accounts payable		2,443,704		2,428,215		2,249,968
Accrued expenses		1,043,656		1,072,134		941,525
Current maturities of long-term debt		204,157		207,301		253,170
Total current liabilities		3,749,250		3,749,282		3,487,417
Other liabilities
Long-term debt		2,944,083		2,639,986		2,809,290
Deferred income taxes		230,914		266,222		94,987
Other long-term liabilities		784,988		816,647		1,178,035
Total other liabilities		3,959,985		3,722,855		4,082,312
Commitments and contingencies
Shareholders' equity
Preferred stock, par value $1 per share Authorized 1,500,000 shares, issued none		-		-		-
Common stock, par value $1 per share Authorized 2,000,000,000 shares, issued 765,174,900 shares		765,175		765,175		765,175
Paid-in capital		1,105,382		1,059,624		954,988
Retained earnings		8,676,012		8,512,786		8,359,768
Accumulated other comprehensive loss		(446,417)		(446,937)		(605,709)
Treasury stock at cost, 180,889,626, 179,068,430 and 179,819,753 shares		(4,796,362)		(4,698,838)		(4,572,649)
Total shareholders' equity		5,303,790		5,191,810		4,901,573
Total liabilities and shareholders' equity	$	13,013,025	$	12,663,947	$	12,471,302

Note: The June 29, 2013 balance sheet has been derived from the audited financial statements at that date.

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)

(In thousands, except for share and per share data)



	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012

Sales	$	11,237,969	$	10,796,890	$	22,952,236	$	21,883,806
Cost of sales		9,273,018		8,844,780		18,921,798		17,901,901
Gross profit		1,964,951		1,952,110		4,030,438		3,981,905
Operating expenses		1,613,174		1,569,459		3,200,463		3,120,472
Operating income		351,777		382,651		829,975		861,433
Interest expense		29,784		32,242		60,312		63,110
Other expense (income), net		(4,211)		(1,753)		(8,745)		(4,230)
Earnings before income taxes		326,204		352,162		778,408		802,553
Income taxes		115,369		130,793		281,983		294,586
Net earnings	$	210,835	$	221,369	$	496,425	$	507,967

Net earnings:
Basic earnings per share	$	0.36	$	0.38	$	0.85	$	0.86
Diluted earnings per share		0.36		0.38		0.84		0.86

Average shares outstanding		584,253,842		587,091,968		585,761,409		587,760,060
Diluted shares outstanding		587,926,287		589,751,933		589,516,342		590,130,537


Dividends declared per common share	$	0.29	$	0.28	$	0.57	$	0.55

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands)



	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012

Net earnings	$	210,835	$	221,369	$	496,425	$	507,967

Other comprehensive (loss) income:
Foreign currency translation adjustment		(38,947)		(8,771)		(8,140)		27,389
Items presented net of tax:
Amortization of cash flow hedges		96		96		192		193
Amortization of prior service cost		1,743		6,535		3,485		7,461
Amortization of actuarial loss (gain), net		2,492		11,258		4,983		22,944
Amortization of transition obligation		-		22		-		44
Prior service cost arising in current year		-		(24,828)		-		(24,828)
Actuarial gain (loss), net arising in current year		-		23,954		-		23,954
Total other comprehensive (loss) income		(34,616)		8,266		520		57,157

Comprehensive income	$	176,219	$	229,635	$	496,945	$	565,124

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

CONSOLIDATED CASH FLOWS (Unaudited)

(In thousands)



	26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012
Cash flows from operating activities:
Net earnings	$	496,425	$	507,967
Adjustments to reconcile net earnings to cash provided by operating activities:
Share-based compensation expense		43,906		39,423
Depreciation and amortization		271,147		249,593
Deferred income taxes		(27,126)		(39,603)
Provision for losses on receivables		12,704		16,422
Other non-cash items		1,729		(246)
Additional investment in certain assets and liabilities, net of effect of businesses acquired:
(Increase) in receivables		(113,716)		(157,073)
(Increase) in inventories		(110,043)		(222,170)
(Increase) decrease in prepaid expenses and other current assets		(14,088)		11,367
Increase in accounts payable		8,529		23,619
(Decrease) in accrued expenses		(21,130)		(32,644)
(Decrease) in accrued income taxes		(59,172)		(64,663)
(Increase) decrease in other assets		(7,161)		1,785
(Decrease) increase in other long-term liabilities		(19,620)		53,364
Excess tax benefits from share-based compensation arrangements		(4,220)		(356)
Net cash provided by operating activities		458,164		386,785

Cash flows from investing activities:
Additions to plant and equipment		(270,432)		(261,576)
Proceeds from sales of plant and equipment		23,480		3,229
Acquisition of businesses, net of cash acquired		(22,461)		(194,237)
(Increase) in restricted cash		(12,513)		(18,019)
Net cash used for investing activities		(281,926)		(470,603)

Cash flows from financing activities:
Bank and commercial paper borrowings (repayments), net		304,471		48,100
Other debt borrowings		14,731		43,482
Other debt repayments		(13,056)		(10,789)
Debt issuance costs		(15,262)		-
Proceeds from common stock reissued from treasury for share-based compensation awards		160,422		90,853
Treasury stock purchases		(266,638)		(143,526)
Dividends paid		(328,279)		(315,904)
Excess tax benefits from share-based compensation arrangements		4,220		356
Net cash used for financing activities		(139,391)		(287,428)

Effect of exchange rates on cash		731		3,184

Net increase (decrease) in cash and cash equivalents		37,578		(368,062)
Cash and cash equivalents at beginning of period		412,285		688,867
Cash and cash equivalents at end of period	$	449,863	$	320,805

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	63,185	$	63,598
Income taxes		368,596		404,791

See Notes to Consolidated Financial Statements

Sysco Corporation and its Consolidated Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unless this Form 10-Q indicates otherwise or the context otherwise requires, the terms “we,” “our,” “us,” “Sysco,” or “the company” as used in this Form 10-Q refer to Sysco Corporation together with its consolidated subsidiaries and divisions.

1. BASIS OF PRESENTATION

The consolidated financial statements have been prepared by the company, without audit, with the exception of the June 29, 2013 consolidated balance sheet which was taken from the audited financial statements included in the company's Fiscal 201 3 Annual Report on Form 10-K. The financial statements include consolidated balance sheets, consolidated results of operations, consolidated statements of comprehensive income and consolidated cash flows. In the opinion of management, all adjustments, which consist of normal recurring adjustments, necessary to present fairly the financial position, results of operations, comprehensive income and cash flows for all periods presented have been made.

Prior year amounts within the consolidated balance sheets have been reclassified to conform to the current year presentation as it relates to the presentation of certain accounts payable, accrued expenses and tax-related balances. Prior year amounts within the consolidated results of operations have been reclassified to conform to the current year presentation as it relates to the classification of certain amounts within cost of sales and operating expenses. The impact of these reclassifications was immaterial to the prior year period.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the company's fiscal 2013 Annual Report on Form 10-K. Certain footnote disclosures included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to applicable rules and regulations for interim financial statements.

A review of the financial information herein has been made by Ernst & Young LLP, independent registered public accounting firm , in accordance with established professional standards and procedures for such a review. A Review R eport of Independent Registered Public Accounting Firm has been issued by Ernst & Young LLP and is included as Exhibit 15.1 to this Form 10-Q.

2. CHANGES IN ACCOUNTING

Testing Indefinite-Lived Intangible Assets for Impairment

In July 2012, the FASB issued ASU 2012-02, “ Testing Indefinite-Lived Intangible Assets for Impairment .” This update amends ASC 350, “Intangibles—Goodwill and Other” to allow entities an option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. Under that option, an entity no longer would be required to calculate the fair value of the intangible asset unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments in this update were effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption was permitted. The adoption of this update in the first quarter of fiscal 2014 did not result in a change to the company’s interim consideration of impairment of indefinite-lived intangible assets. Sysco does not believe this update will have an impact on its annual testing for impairment of indefinite-lived intangibles in the fourth quarter of fiscal 2014.

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the FASB issued ASU 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update amends ASC 220, “Comprehensive Income” to require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net earnings if the amount is being reclassified in its entirety to net earnings. For other amounts that are not being reclassified in their entirety to net earnings, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. The amendments in this update were effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The additional disclosures required by this update are included in Note 9 , “ Comprehensive Income.”

3 . FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. an exit price). The accounting guidance includes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are as follows:

Level 1 – Unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and

Level 3 – Unobservable inputs for the asset or liability, which include management’s own assumption about the assumptions market participants would use in pricing the asset or liability, including assumptions about risk.

Sysco’s policy is to invest in only high-quality investments. Cash equivalents primarily include time deposits, certificates of deposit, commercial paper, high-quality money market funds and all highly liquid instruments with original maturities of three months or less. Restricted cash consists of investments in high-quality money market funds.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

Time deposits and commercial paper included in cash equivalents are valued at amortized cost, which approximates fair value. These are included within cash equivalents as a Level 2 measurement in the tables below.

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. These are included within cash equivalents and restricted cash as Level 1 measurements in the tables below.

The interest rate swap agreements, discussed further in Note 4, “ Derivative Financial Instruments,” are valued using a swap valuation model that utilizes an income approach using observable market inputs including interest rates, LIBOR swap rates and credit default swap rates. These are included within prepaid expenses and other current assets and other assets as Level 2 measurements in the tables below.

The following tables present the company’s assets measured at fair value on a recurring basis as of December 28, 2013 , June 29, 2013 and December 29, 2012 :



	Assets Measured at Fair Value as of Dec. 28, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	144,400	$	125,665	$	-	$	270,065
Prepaid expenses and other current assets
Interest rate swap agreement		-		945		-		945
Restricted cash		157,841		-		-		157,841
Other assets
Interest rate swap agreement		-		1,248		-		1,248
Total assets at fair value	$	302,241	$	127,858	$	-	$	430,099



	Assets Measured at Fair Value as of Jun. 29, 2013
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	1,160	$	132,731	$	-	$	133,891
Prepaid expenses and other current assets
Interest rate swap agreement		-		2,988		-		2,988
Restricted cash		145,328		-		-		145,328
Total assets at fair value	$	146,488	$	135,719	$	-	$	282,207



	Assets Measured at Fair Value as of Dec. 29, 2012
	Level 1		Level 2		Level 3		Total
	(In thousands)
Assets:
Cash and cash equivalents
Cash equivalents	$	-	$	178,033	$	-	$	178,033
Prepaid expenses and other current assets
Interest rate swap agreement		-		488		-		488
Restricted cash		145,247		-		-		145,247
Other assets
Interest rate swap agreement		-		5,048		-		5,048
Total assets at fair value	$	145,247	$	183,569	$	-	$	328,816

The carrying values of accounts receivable and accounts payable approximated their respective fair values due to the short ‑term maturities of these instruments. The fair value of Sysco’s total debt is estimated based on the quoted market prices for the same or similar issue or on the current rates offered to the company for debt of the same remaining maturities and is considered a Level 2 measurement. The fair value of total debt approximate d $ 3,360.0 million , $ 3,207.6 million and $ 3,604.2 million as of December 28, 2013 , June 29, 2013 and December 29, 2012 , respectively. The carrying value of total debt was $ 3,206.0 million, $ 2,888.9 million and $ 3,105.2 million as of December 28, 2013 , June 29, 2013 and December 29, 2012 , respectively.

4 . DERIVATIVE FINANCIAL INSTRUMENTS

Sysco manages its debt portfolio to achieve an overall desired position of fixed and floating rates and may employ interest rate swaps from time to time to achieve this position. The company does not use derivative financial instruments for trading or speculative purposes.

In August 2013, the company entered into an interest rate swap agreement that effectively converted $500.0 million of fixed rate debt maturing in fiscal 2018 to floating rate debt. In addition, in fiscal 2010 , we entered into an interest rate swap agreement that effectively converted $200.0 million of fixed rate debt maturing in fiscal 2014 to floating rate debt. These transactions were entered into with the goal of reducing overall borrowing cost and increasing floating interest rate exposure. These transactions were designated as fair value hedges against the changes in fair value of fixed rate debt resulting from changes in interest rates.

The location and the fair value of derivative instruments in the consolidated balance sheet as of December 28, 2013 , June 29, 2013 and December 29, 2012 are as follows:



	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
	(In thousands)
Fair value hedge relationships:
Interest rate swap agreements
Dec. 28, 2013	Prepaid expenses and other current assets	$	945	N/A	N/A
Dec. 28, 2013	Other assets		1,248	N/A	N/A
Jun. 29, 2013	Prepaid expenses and other current assets		2,988	N/A	N/A
Dec. 29, 2012	Prepaid expenses and other current assets		488	N/A	N/A
Dec. 29, 2012	Other assets		5,048	N/A	N/A

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the second quarter of fiscal 2014 and fiscal 2013 presented on a pre-tax basis are as follows:



	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		13-Week Period Ended
		Dec. 28, 2013		Dec. 29, 2012
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(4,075)	$	(2,274)

Cash Flow Hedge Relationships:
Interest rate contracts	Interest expense		156		156

The location and effect of derivative instruments and related hedged items on the consolidated results of operations for the 26-week periods ended December 28, 2013 and December 29, 2012 presented on a pre-tax basis are as follows:



	Location of (Gain) or Loss Recognized in Income	Amount of (Gain) or Loss Recognized in Income
		26-Week Period Ended
		Dec. 28, 2013		Dec. 29, 2012
		(In thousands)
Fair Value Hedge Relationships:
Interest rate swap agreements	Interest expense	$	(7,250)	$	(4,324)

Cash Flow Hedge Relationships:
Interest rate contracts	Interest expense		312		313

Hedge ineffectiveness represents the difference between the changes in the fair value of the derivative instruments and the changes in fair value of the fixed rate debt attributable to changes in the benchmark interest rate. Hedge ineffectiveness is recorded directly in earnings within interest expense and was immaterial for the second quarter of fiscal 2014 and 2013 and the 26-week periods ended December 28, 2013 and December 29, 2012 . The interest rate swaps do not contain credit-risk-related contingent features.

5. DEBT

As of December 28, 2013, Sysco had uncommitted bank lines of credit which provides for unsecured borrowings for working capital of up to $ 95.0 million, of which none was outstanding. Such amounts when outstanding are reflected in Notes payable on the consolidated balance sheet.

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s United States (U.S.) and Canadian commercial paper programs. The facility provides for borrowings in both U.S. and Canadian dollars. Borrowings by Sysco International, ULC under the agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures. The original facility in the amount of $ 1,000.0 million expires on December 29, 2016 , and the extended facility in the amount of $ 925.0 million expires on December 29, 2017 , but is subject to further extension. As of December 28, 2013, commercial paper issuances outstanding were $ 400.0 million and were classified as long-term debt, as the company’s commercial paper programs are supported by the long-term revolving credit facility described above.

During the 26-week period ended December 28, 2013, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $ 769.5 million.

The company’s Irish subsidiary, Pallas Foods, has a multicurrency revolving credit facility, which provides for capital needs for the company’s European subsidiaries. In September 2013, the facility was extended and increased to € 100.0 million (Euro). This facility provides for unsecured borrowings and expires September 24, 2014 , but is subject to extension. Outstanding borrowings under this facility were € 42.0 million (Euro) as of December 28, 2013, reflected in Notes payable on the consolidated balance sheet.

In December 2013, Sysco secured a commitment for an unsecured bridge facility in the amount of $3.3865 billion in connection with its proposed merger with US Foods, Inc. (US Foods) (discussed further in Note 12, Acquisitions).

Subsequent Events

Subsequent to quarter-end, the following transactions were entered in contemplation of securing financing and hedging interest rate risk relating to our assumption or refinancing of US Foods’ net debt that will occur upon closing of the proposed merger.

In January 2014, the bridge facility commitment noted above was replaced with a $ 3.3865 billion bridge term loan agreement with multiple lenders. Sysco may borrow up to $3.386.5 billion in term loans on the closing date of the US Foods acquisition to fund the acquisition, refinance certain indebtedness of US Foods and pay related fees and expenses. The facility expires on March 8, 2015 , but is subject to extension if regulatory approvals have not yet been obtained. Borrowings under the bridge term loan agreement are guaranteed by the same subsidiaries of Sysco that are guarantee the company’s revolving credit facility, and in certain circumstances may also be guaranteed by US Foods.

In January 2014, the company entered into two forward starting swap agreements with notional amounts totaling of $2.0 billion. The company designated these derivatives as cash flow hedges of the variability in the cash outflows of interest payments on 10-year and 30-year debt due to changes in the benchmark interest rates for debt the company expects to issue in fiscal 2015.

In January 2014, Sysco and Sysco International, ULC, extended and increased the size of the revolving credit facility described above that supports the company’s U.S. and Canadian commercial paper programs. The facility was increased to $1.5 billion with an expiration date of December 29, 2018 , but is subject to further extension. The other terms and conditions of the extended facility are substantially the same.

6 . COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS

In the tables below, t he caption “Pension Benefits” includes both the company-sponsored qualified pension plan and the Supplemental Executive Retirement Plan. The components of net company-sponsored benefit cost for the second quarter of fiscal 2014 and fiscal 2013 are as follows :



	Pension Benefits				Other Postretirement Plans
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
	(In thousands)
Service cost	$	2,414	$	17,589	$	136	$	136
Interest cost		40,109		37,253		187		153
Expected return on plan assets		(48,199)		(42,800)		-		-
Amortization of prior service cost		2,786		2,273		42		42
Amortization of actuarial loss (gain)		4,082		18,328		(36)		(51)
Amortization of transition obligation		-		-		-		36
Curtailment loss		-		8,293		-		-
Net periodic benefit cost	$	1,192	$	40,936	$	329	$	316

The components of net company-sponsored ben efit cost for the 26-week periods ended December 28, 2013 and December 29, 2012 are as follows:



	Pension Benefits				Other Postretirement Plans
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
	(In thousands)
Service cost	$	4,828	$	35,369	$	272	$	271
Interest cost		80,218		74,953		374		307
Expected return on plan assets		(96,398)		(85,601)		-		-
Amortization of prior service cost		5,572		3,734		84		84
Recognized net actuarial loss (gain)		8,164		37,350		(72)		(102)
Amortization of transition obligation		-		-		-		71
Curtailment loss		-		8,293		-		-
Net periodic benefit cost	$	2,384	$	74,098	$	658	$	631

Sysco’s contributions to its company-sponsored defined benefit plans wer e $ 11.7 millio n and $ 11.3 million during the 26-week periods ended December 28, 2013 and December 29, 2012 , respectively.

7 . MULTIEMPLOYER EMPLOYEE BENEFIT PLANS

Sysco contributes to several multiemployer defined benefit pension plans in the U.S. and Canada based on obligations arising under collective bargaining agreements covering union-represented employees. Sysco does not directly manage these multiemployer plans, which are generally managed by boards of trustees, half of whom are appointed by the unions and the other half by Sysco and the other employers contributing to the plan.

Based upon the information available from plan administrators, management believes that several of these multiemployer plans are underfunded. In addition, pension-related legislation in the U.S. requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. As a result, Sysco expects its contributions to these plans to increase in the future. In addition, if a U.S. multiemployer defined benefit plan fails to satisfy certain minimum funding requirements,

the Internal Revenue Service may impose a nondeductible excise tax of 5 % on the amount of the accumulated funding deficiency for those employers contributing to the fund.

Withdrawal Activity

Sysco has voluntarily withdrawn from various multiemployer pension plans. Total withdrawal liability provisions recorded were $1.5 million in the first 26 weeks of fiscal 2014 and $2.5 million in the first 26 weeks of fiscal 2013 . As of December 28, 2013 , June 29, 2013, and December 29, 2012 , Sysco had approximately $ 1.5 million, $ 40.7 million and $ 14.0 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred. Recorded withdrawal liabilities are estimated at the time of withdrawal based on the most recently available valuation and participant data for the respective plans; amounts are subsequently adjusted to the period of payment to reflect any changes to these estimates. If any of these plans were to undergo a mass withdrawal, as defined by the Pension Benefit Guaranty Corporation, within the two plan years following the plan year in which we completely withdraw from that plan, Sysco could have additional liability. The company does not currently believe any mass withdrawals are probable to occur in the applicable two -plan year time frame relating to the plans from which Sysco has voluntarily withdrawn.

Potential Withdrawal Liability

Under current law regarding multiemployer defined benefit plans, a plan’s termination, Sysco’s voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require Sysco to make payments to the plan for Sysco’s proportionate share of the multiemployer plan’s unfunded vested liabilities. Generally, Sysco does not have the greatest share of liability among the participants in any of the plans in which it participates. Sysco believes that one of the above-mentioned events is reasonably possible for certain plans in which it participates and estimates its share of withdrawal liability for these plans could have been as muc h as $ 90.0 millio n as of December 28, 2013 . This estimate excludes plans for which Sysco has recorded withdrawal liabilities or where the likelihood of the above-mentioned ev ents is deemed remote. This estimate is based on the information available from plan administrators, the majority of which had a valuation date of December 31, 2012. A s the valuation date for most of these plans was December 31, 2012, the c ompany’s estimate reflects the condition of the financial markets as of that date. Due to the lack of current information, management believes Sysco’s curren t share of the withdrawal liability could materially differ from this estimate.

8 . EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:



	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
	(In thousands, except for share and per share data)

Numerator:
Net earnings	$	210,835	$	221,369	$	496,425	$	507,967

Denominator:
Weighted-average basic shares outstanding		584,253,842		587,091,968		585,761,409		587,760,060
Dilutive effect of share-based awards		3,672,445		2,659,965		3,754,933		2,370,477
Weighted-average diluted shares outstanding		587,926,287		589,751,933		589,516,342		590,130,537

Basic earnings per share:	$	0.36	$	0.38	$	0.85	$	0.86

Diluted earnings per share:	$	0.36	$	0.38	$	0.84	$	0.86

The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximate ly 3,100,000 and 25,000,000 for the second quarter of fiscal 2014 and fiscal 2013, respectively . The number of options that were not included in the diluted earnings per share calculation because the effect would have been anti-dilutive was approximatel y 1,600,000 and 31,000,000 for the first 26 weeks of fiscal 2014 and 2013, respectively.

9. COMPREHENSIVE INCOME

Comprehensive income is net earnings plus certain other items that are recorded directly to shareholders’ equity, such as foreign currency translation adjustments, amounts relate d to cash flow hedging arrangements and certain amounts related to pension and other postretirement plans. Comprehensive income was $176.2 million and $229.6 million for the second quarter of fiscal 2014 and fiscal

2013, respectively. Comprehensive income was $496.9 million and $565.1 million for the first 26 weeks of fiscal 2014 and fiscal 2013 respectively.

A summary of the components of other comprehensive income (loss) and the related tax effects for each of the periods presented is as follows:



		13-Week Period Ended Dec. 28, 2013
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	2,828	$	1,085	$	1,743
Amortization of actuarial loss (gain), net	Operating expenses		4,046		1,554		2,492
Total reclassification adjustments			6,874		2,639		4,235

Foreign currency translation:
Other comprehensive income before reclassification adjustments:
Foreign currency translation adjustment	N/A		(38,947)		-		(38,947)

Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense		156		60		96
Total other comprehensive (loss) income		$	(31,917)	$	2,699	$	(34,616)



		13-Week Period Ended Dec. 29, 2012
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	10,608	$	4,073	$	6,535
Amortization of actuarial loss (gain), net	Operating expenses		18,277		7,019		11,258
Amortization of transition obligation	Operating expenses		36		14		22
Total reclassification adjustments			28,921		11,106		17,815
Other comprehensive income before reclassification adjustments:
Prior service cost arising in current year			(40,306)		(15,478)		(24,828)
Net actuarial gain arising in current year			38,887		14,933		23,954
Total other comprehensive income before reclassification adjustments			(1,419)		(545)		(874)

Foreign currency translation:
Other comprehensive income before reclassification adjustments:
Foreign currency translation adjustment	N/A		(8,771)		-		(8,771)

Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense		156		60		96
Total other comprehensive income (loss)		$	18,887	$	10,621	$	8,266



		26-Week Period Ended Dec. 28, 2013
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	5,656	$	2,171	$	3,485
Amortization of actuarial loss (gain), net	Operating expenses		8,092		3,109		4,983
Total reclassification adjustments			13,748		5,280		8,468

Foreign currency translation:
Other comprehensive income before reclassification adjustments:
Foreign currency translation adjustment	N/A		(8,140)		-		(8,140)

Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense		312		120		192
Total other comprehensive income (loss)		$	5,920	$	5,400	$	520



		26-Week Period Ended Dec. 29, 2012
	Location of Expense (Income) Recognized in Net Earnings	Before Tax Amount		Tax		Net of Tax Amount
		(In thousands)
Pension and other postretirement benefit plans:
Reclassification adjustments:
Amortization of prior service cost	Operating expenses	$	12,111	$	4,650	$	7,461
Amortization of actuarial loss (gain), net	Operating expenses		37,248		14,304		22,944
Amortization of transition obligation	Operating expenses		71		27		44
Total reclassification adjustments			49,430		18,981		30,449
Other comprehensive income before reclassification adjustments:
Prior service cost arising in current year			(40,306)		(15,478)		(24,828)
Net actuarial gain arising in current year			38,887		14,933		23,954
Total other comprehensive income before reclassification adjustments			(1,419)		(545)		(874)
Foreign currency translation:
Other comprehensive income before reclassification adjustments:
Foreign currency translation adjustment	N/A		27,389		-		27,389

Interest rate swaps:
Reclassification adjustments:
Amortization of cash flow hedges	Interest expense		313		120		193
Total other comprehensive income (loss)		$	75,713	$	18,556	$	57,157

The following tables provide a summary of the changes in accumulated other comprehensive (loss) income for the periods presented:



	26-Week Period Ended Dec. 28, 2013
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Interest Rate Swaps, net of tax		Total
	(In thousands)
Balance as of Jun. 29, 2013	$	(575,167)	$	137,558	$	(9,328)	$	(446,937)
Other comprehensive income before reclassification adjustments		-		-		-		-
Amounts reclassified from accumulated other comprehensive loss		8,468		(8,140)		192		520
Balance as of Dec. 28, 2013	$	(566,699)	$	129,418	$	(9,136)	$	(446,417)



	26-Week Period Ended Dec. 29, 2012
	Pension and Other Postretirement Benefit Plans, net of tax		Foreign Currency Translation		Interest Rate Swaps, net of tax		Total
	(In thousands)
Balance as of Jun. 30, 2012	$	(823,901)	$	170,749	$	(9,714)	$	(662,866)
Other comprehensive income before reclassification adjustments		(874)		27,389		-		26,515
Amounts reclassified from accumulated other comprehensive loss		30,449		-		193		30,642
Balance as of Dec. 29, 2012	$	(794,326)	$	198,138	$	(9,521)	$	(605,709)

10 . SHARE-BASED COMPENSATION

Sysco provides compensation benefits to employees and non-employee directors under several share-based payment arrangements including various employee stock incentive plans, the Employees’ Stock Purchase Plan, and various non ‑employee director plans.

Stock Incentive Plans

Sysco’s 2013 Long-term Incentive Plan (2013 Plan) was adopted in November 2013 and reserved up to 55,600,000 shares of Sysco common stock for share-based awards to employees, non-employee directors and key advisors. Of the 55,600,000 authorized shares, 45,000,000 were new shares approved with the 2013 Plan and 10,600,000 were from remaining shares authorized and available for grant under the amended 2007 Stock Incentive Plan (2007 Plan) as of the date of the approval of the 2013 Plan. No further grants will be made from the 2007 Plan. Of the 55,600,000 authorized shares, the full 55,600,000 shares may be issued as options or stock appreciation rights and up to 17,500,000 shares may be issued as restricted stock, restricted stock units or other types of stock-based awards. The contractual life of options granted under the 2013 Plan will be no greater than ten years, as compared to a maximum contractual life of seven years for options granted under the 2007 Plan.

In the first 26 weeks of fiscal 2014, options to purchase 5,575,645 shares were granted to employees. The fair value of each option award is estimated as of the date of grant using a Black-Scholes option pricing model. The weighted average grant-date fair value per share of options granted during the first 26 weeks of fiscal 2014 was $ 4.64 .

In the first 26 weeks of fiscal 2014, 765,168 restricted stock units were granted to employees. Based on the jurisdiction in which the employee resides, some of these restricted stock units were granted with forfeitable dividend equivalents. The fair value of each restricted stock unit award granted with a dividend equivalent is based on the company’s stock price as of the date of grant. For restricted stock unit awards granted without dividend equivalents, the fair value was reduced by the present value of expected dividends during the vesting period. The weighted average grant-date fair value per share of restricted stock units granted during the first 26 weeks of fiscal 2014 was $ 33.35 .

In the first 26 weeks of fiscal 2014, restricted awards in the amount of 43,119 were granted to non-employee directors from the 2009 Non-Employee Directors Stock Plan. The non-employee directors may elect to receive these awards in restricted stock shares

that will vest at the end of the award’s stated vesting period or as deferred units which convert into shares of Sysco common stock upon a date selected by the non-employee director that is subsequent to the award’s stated vesting date. The fair value of the restricted awards is based on the company’s stock price as of the date of grant. The weighted average grant-date fair value per share of restricted awards granted during the first 26 weeks of fiscal 2014 was $33.40 .

Employees' Stock Purchase Plan

Plan participants pur chased 686,308 share s of Sysco common stock under the Sysco Employees’ Stock Purchase Plan during the first 26 weeks of fiscal 2014 .

The weighted average fair value per share of employee stock purchase rights issued pursuant to the Employees' Stock Purchase Plan w as $ 4.94 during the first 26 weeks of fiscal 2014 . The fair value of the stock purchase rights is estimated as the difference between the stock price and the employee purchase price.

All Share-Based Payment Arrangements

The total share-based compensation cost that has been recognized in results of operations was $ 43.9 million and $39.4 million for the first 26 weeks of fiscal 2014 and fiscal 2013, respectively.

As of December 28, 2013, there was $75.9 million of total unrecognized compensation cost rel ated to share-based compensation arrangements. This cost is expected to be recognized over a weighted-average period of 2.54 y ears.

1 1 . INCOME TAXES

Uncertain Tax Positions

As of December 28, 2013 , the gross amount of unrecognized tax benefits w as $ 94.9 milli on and the gross amount of liability for accrued interest related to unrecognized tax benefits wa s $ 32.5 mil lion. It is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the company’s unrecognized tax positions will increase or decrease in the next twelve months either because Sysco prevails on positions that were being challenged upon audit or because the company agrees to their disallowance. Items that may cause changes to unrecognized tax benefits primarily include the consideration of various filing requirements in numerous states and the allocation of income and expense between tax jurisdictions. At this time, an estimate of the range of the reasonably possible change cannot be made.

Effective Tax Rates

The effective tax rate for the second quarter of fiscal 2014 of 35.37 % was favorably impacted by the recording of $4.3 million of net tax benefit related to various federal and state uncertain tax positions and $2.1 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the second quarter of fiscal 2013 of 37.14 % was favorably impacted by the recording of $1.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements. This favorable impact was nearly offset by the recording of $1.6 million in net tax expense related to various federal and state uncertain tax positions. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the first 26 weeks of fiscal 2014 of 36.23% was favorably impacted by the recording of $3.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and $3.5 million of net tax benefit related to various federal and state uncertain tax positions. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate of 36.71% for the first 26 weeks of fiscal 2013 was favorably impacted by the recording of $2.5 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and the recording of $2.1 million in net tax benefit related to various federal, foreign and state uncertain tax positions. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

Other

The determination of the company’s provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The company’s provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, as well as foreign, jurisdictions. Jurisdictional tax law changes, increases or

decreases in permanent differences between book and tax items, accruals or adjustments of accruals for unrecognized tax benefits or valuation allowances, and the company’s change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

1 2 . ACQUISITIONS

During the first 26 weeks of fiscal 2014 , in the aggregate, the company paid cash of $ 22.5 million for acquisitions made during fiscal 2014 . Acquisitions in the first 26 weeks of fiscal 2014 were immaterial, individually and in the aggregate, to the consolidated financial statements.

Certain acquisitions involve contingent consideration typically payable over per iods up to five years only in the event that certain operating results are attained. As of December 28, 2013 , aggregate contingen t consideration amounts outstanding relating to completed acquisitions we re $ 103.5 m illi on, of which $ 25.3 millio n could result in the recording of additional goodwill when paid and $ 67.0 million was recorded as earnout liabilities as of December 28, 2013 .

In the second quarter of fiscal 2014, the company announced an agreement to merge with US Foods. US Foods is a leading foodservice distributor in the United States that markets and distributes fresh, frozen and dry food and non-food products to more than 200,000 foodservice customers including independently owned single location restaurants, regional and national chain restaurants, healthcare and educational institutions, hotels and motels, government and military organizations and retail locations. Following completion of the proposed merger, the combined company will continue to be named Sysco and headquartered in Houston, Texas. Sysco has agreed to pay approximately $3.5 billion for the equity of US Foods, comprising $3 billion of Sysco common stock and $500 million of cash. As part of the transaction, Sysco will also assume or refinance US Foods' net debt, which was approximately $4.7 billion, bringing the total enterprise value to $8.2 billion. The values noted above are as of the time of the merger agreement was announced in December 2013; the value of Sysco’s common stock and the amount of US Foods’ net debt will fluctuate. As such, the components of the transaction and total enterprise value noted above will not be finalized until the merger is consummated. Sysco has secured a fully committed bridge financing that could be used for funding a portion of the purchase price. After completion of the transaction, the equity holders of US Foods will own approximately 87 million shares, or roughly 13% of Sysco. A representative from each of US Foods’ two majority shareholders will join Sysco’s Board of Directors upon closing. This merger is currently pending a regulatory review process by the Federal Trade Commission, which will likely take between six to nine months. Under certain conditions, including lack of regulatory approval, Sysco would be obligated to pay $300 million to the owners of US Foods if the merger were cancelled.

1 3 . COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Sysco is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible to probable. When probable, the losses have been accrued. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the consolidated financial position or results of operations of the company. However, the final results of legal proceedings cannot be predicted with certainty and if the company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the company’s current estimates of the range of potential losses, the company’s consolidated financial position or results of operations could be materially adversely affected in future periods.

During the first quarter of fiscal 2014, Sysco was made aware of certain alleged violations of California law relating to its use of drop sites in the delivery of products. Sysco is cooperating fully with the investigation being conducted by authorities in California, but could be subject to fines and injunctive relief. Discussions with authorities in California are ongoing and Sysco’s financial exposure cannot be estimated at this time.

Fuel Commitments

Sysco routinely enters into forward purchase commitments for a portion of its projected diesel fuel requirements. As of December 28, 2013 , outstanding forward diesel fuel purchase commitments totaled approximat ely $ 163.2 million at a fixed price throu gh January 2015.

Other Commitments

Sysco has committed to aggregate product purchases for resale in order to benefit from a centralized approach to purchasing. A majority of these agreements expire within one year ; however, certain agreements have terms through fis cal 2018. These agreements commit the company to a minimum volume at various pricing terms, including fixed pricing, variable pricing or a combination thereof. Minimum amounts committed to as of December 28, 2013 totaled approximately $ 2,829.5 million.

14. BUSINESS SEGMENT INFORMATION

The company has aggregated its operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise. The Broadline reportable segment is an aggregation of the company’s U.S. , Canadian , Caribbean and European Broadline segments. Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers, hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served. These companies also provide custom-cut meat operations. SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations. "Other" financial information is attributable to the company's other operating segments, including the company's specialty produce and lodging industry segments, a company that distributes specialty imported products , a company that distributes to international customers and the company’s Sysco Ventures platform, a suite of technology solutions that help support the business needs of Sysco’s customers .

The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements. Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies. Management evaluates the performance of each of the operating segments based on its respective operating income results. Corporate expenses and adjustments generally include all expenses of the corporate office and Sysco’s shared service center. These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project.

The following tables set forth certain financial information for Sysco’s business segments:



	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
Sales:		(In thousands)
Broadline	$	9,081,675	$	8,779,069	$	18,628,063	$	17,836,733
SYGMA		1,536,271		1,411,815		3,059,461		2,832,570
Other		695,617		659,861		1,407,499		1,320,462
Intersegment sales		(75,594)		(53,855)		(142,787)		(105,959)
Total	$	11,237,969	$	10,796,890	$	22,952,236	$	21,883,806

	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
Operating income:	(In thousands)
Broadline	$	561,726	$	580,257	$	1,216,433	$	1,223,093
SYGMA		10,212		13,439		18,555		25,524
Other		19,877		20,469		42,419		42,828
Total segments		591,815		614,165		1,277,407		1,291,445
Corporate expenses and adjustments		(240,038)		(231,514)		(447,432)		(430,012)
Total operating income		351,777		382,651		829,975		861,433
Interest expense		29,784		32,242		60,312		63,110
Other expense (income), net		(4,211)		(1,753)		(8,745)		(4,230)
Earnings before income taxes	$	326,204	$	352,162	$	778,408	$	802,553



	Dec. 28, 2013		Jun. 29, 2013		Dec. 29, 2012
Assets:	(In thousands)
Broadline	$	8,546,007	$	10,228,722	$	8,932,589
SYGMA		512,516		485,520		475,319
Other		948,239		944,140		937,811
Total segments		10,006,762		11,658,382		10,345,719
Corporate		3,006,263		1,005,565		2,125,583
Total	$	13,013,025	$	12,663,947	$	12,471,302

15. SUPPLEMENTAL GUARANTOR INFORMATION – SUBSIDIARY GUARANTEES

On January 19, 2011, the wholly-owned U.S. Broadline subsidiaries of Sysco Corporation entered into full and unconditional guarantees of all outstanding senior notes and debentures of Sysco Corporation. Borrowings under the company’s revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs and the company’s US Foods acquisition bridge facility are also covered under these guarantees. As of December 28, 2013 , Sysco had a total of $ 3,125.0 mil lion in senior notes , debentures and commercial paper outstanding that was covered by these guarantees. All subsidiary guarantors are 100 %-owned by the parent company, all guarantees are full and unconditional and all guarantees are joint and several, except that the guarantee of any subsidiary guarantor with respect to a series of senior notes or debentures may be released under certain customary circumstances. If we exercise our defeasance option with respect to the senior notes or debentures of any series, then any subsidiary guarantor effectively will be released with respect to that series. Further, each subsidiary guarantee will remain in full force and effect until the earliest to occur of the date, if any, on which (1) the applicable subsidiary guarantor shall consolidate with or merge into Sysco Corporation or any successor of Sysco Corporation and (2) Sysco Corporation or any successor of Sysco Corporation consolidates with or merges into the applicable subsidiary guarantor.

The following condensed consolidating financial statements present separately the financial position, comprehensive income and cash flows of the parent issuer (Sysco Corporation), the guarantors (the majority of the company’s U.S. Broadline subsidiaries), and all other non ‑guarantor subsidiaries of Sysco (Other Non-Guarantor Subsidiaries) on a combined basis with eliminating entries.



	Condensed Consolidating Balance Sheet
	Dec. 28, 2013
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	349,026	$	3,880,682	$	2,291,148	$	-	$	6,520,856
Investment in subsidiaries		9,237,693		-		-		(9,237,693)		-
Plant and equipment, net		517,988		1,817,141		1,632,047		-		3,967,176
Other assets		348,352		546,600		1,630,041		-		2,524,993
Total assets	$	10,453,059	$	6,244,423	$	5,553,236	$	(9,237,693)	$	13,013,025

Current liabilities	$	525,143	$	998,999	$	2,225,108	$	-	$	3,749,250
Intercompany payables (receivables)		1,119,448		(1,612,521)		493,073		-		-
Long-term debt		2,913,317		8,974		21,792		-		2,944,083
Other liabilities		591,361		299,958		124,583		-		1,015,902
Shareholders’ equity		5,303,790		6,549,013		2,688,680		(9,237,693)		5,303,790
Total liabilities and shareholders’ equity	$	10,453,059	$	6,244,423	$	5,553,236	$	(9,237,693)	$	13,013,025



	Condensed Consolidating Balance Sheet
	Jun. 29, 2013
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	276,713	$	3,746,192	$	2,184,522	$	-	$	6,207,427
Investment in subsidiaries		8,429,887		-		-		(8,429,887)		-
Plant and equipment, net		540,860		1,885,908		1,551,303		-		3,978,071
Other assets		325,045		534,713		1,618,691		-		2,478,449
Total assets	$	9,572,505	$	6,166,813	$	5,354,516	$	(8,429,887)	$	12,663,947

Current liabilities	$	664,366	$	928,824	$	2,156,092	$	-	$	3,749,282
Intercompany payables (receivables)		594,928		(1,003,219)		408,291		-		-
Long-term debt		2,606,612		10,422		22,952		-		2,639,986
Other liabilities		514,789		414,623		153,457		-		1,082,869
Shareholders’ equity		5,191,810		5,816,163		2,613,724		(8,429,887)		5,191,810
Total liabilities and shareholders’ equity	$	9,572,505	$	6,166,813	$	5,354,516	$	(8,429,887)	$	12,663,947



	Condensed Consolidating Balance Sheet
	Dec. 29, 2012
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Current assets	$	188,879	$	3,866,718	$	2,104,188	$	-	$	6,159,785
Investment in subsidiaries		11,229,138		-		-		(11,229,138)		-
Plant and equipment, net		624,441		1,976,200		1,359,995		-		3,960,636
Other assets		341,243		531,376		1,478,262		-		2,350,881
Total assets	$	12,383,701	$	6,374,294	$	4,942,445	$	(11,229,138)	$	12,471,302

Current liabilities	$	680,130	$	819,372	$	1,987,915	$	-	$	3,487,417
Intercompany payables (receivables)		3,220,165		(3,626,887)		406,722		-		-
Long-term debt		2,758,493		25,898		24,899		-		2,809,290
Other liabilities		823,340		324,114		125,568		-		1,273,022
Shareholders’ equity		4,901,573		8,831,797		2,397,341		(11,229,138)		4,901,573
Total liabilities and shareholders’ equity	$	12,383,701	$	6,374,294	$	4,942,445	$	(11,229,138)	$	12,471,302



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 28, 2013
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,364,410	$	4,181,421	$	(307,862)	$	11,237,969
Cost of sales		-		6,001,215		3,579,665		(307,862)		9,273,018
Gross profit		-		1,363,195		601,756		-		1,964,951
Operating expenses		194,358		859,132		559,684		-		1,613,174
Operating income (loss)		(194,358)		504,063		42,072		-		351,777
Interest expense (income)		57,636		(25,981)		(1,871)		-		29,784
Other expense (income), net		(277)		(599)		(3,335)		-		(4,211)
Earnings (losses) before income taxes		(251,717)		530,643		47,278		-		326,204
Income tax (benefit) provision		(89,954)		188,400		16,923		-		115,369
Equity in earnings of subsidiaries		372,598		-		-		(372,598)		-
Net earnings		210,835		342,243		30,355		(372,598)		210,835
Other comprehensive income (loss)		(34,616)		-		(38,947)		38,947		(34,616)
Comprehensive income	$	176,219	$	342,243	$	(8,592)	$	(333,651)	$	176,219



	Condensed Consolidating Statement of Comprehensive Income
	For the 13-Week Period Ended Dec. 29, 2012
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	7,361,249	$	3,706,570	$	(270,929)	$	10,796,890
Cost of sales		-		5,948,837		3,166,872		(270,929)		8,844,780
Gross profit		-		1,412,412		539,698		-		1,952,110
Operating expenses		194,206		884,463		490,790		-		1,569,459
Operating income (loss)		(194,206)		527,949		48,908		-		382,651
Interest expense (income)		72,564		(42,058)		1,736		-		32,242
Other expense (income), net		(2,294)		(537)		1,078		-		(1,753)
Earnings (losses) before income taxes		(264,476)		570,544		46,094		-		352,162
Income tax (benefit) provision		(97,835)		211,516		17,112		-		130,793
Equity in earnings of subsidiaries		388,010		-		-		(388,010)		-
Net earnings		221,369		359,028		28,982		(388,010)		221,369
Other comprehensive income (loss)		8,266		-		(8,771)		8,771		8,266
Comprehensive income	$	229,635	$	359,028	$	20,211	$	(379,239)	$	229,635



	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 28, 2013
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	15,110,423	$	8,419,120	$	(577,307)	$	22,952,236
Cost of sales		-		12,270,081		7,229,024		(577,307)		18,921,798
Gross profit		-		2,840,342		1,190,096		-		4,030,438
Operating expenses		339,406		1,742,082		1,118,975		-		3,200,463
Operating income (loss)		(339,406)		1,098,260		71,121		-		829,975
Interest expense (income)		114,943		(49,418)		(5,213)		-		60,312
Other expense (income), net		(3,622)		(1,456)		(3,667)		-		(8,745)
Earnings (losses) before income taxes		(450,727)		1,149,134		80,001		-		778,408
Income tax (benefit) provision		(163,279)		416,282		28,980		-		281,983
Equity in earnings of subsidiaries		783,873		-		-		(783,873)		-
Net earnings		496,425		732,852		51,021		(783,873)		496,425
Other comprehensive income (loss)		520		-		(8,140)		8,140		520
Comprehensive income	$	496,945	$	732,852	$	42,881	$	(775,733)	$	496,945



	Condensed Consolidating Statement of Comprehensive Income
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Eliminations		Consolidated Totals
	(In thousands)
Sales	$	-	$	14,997,427	$	7,411,242	$	(524,863)	$	21,883,806
Cost of sales		-		12,093,695		6,333,069		(524,863)		17,901,901
Gross profit		-		2,903,732		1,078,173		-		3,981,905
Operating expenses		347,344		1,798,549		974,579		-		3,120,472
Operating income (loss)		(347,344)		1,105,183		103,594		-		861,433
Interest expense (income)		142,176		(80,441)		1,375		-		63,110
Other expense (income), net		(2,613)		(1,241)		(376)		-		(4,230)
Earnings (losses) before income taxes		(486,907)		1,186,865		102,595		-		802,553
Income tax (benefit) provision		(178,726)		435,653		37,659		-		294,586
Equity in earnings of subsidiaries		816,148		-		-		(816,148)		-
Net earnings		507,967		751,212		64,936		(816,148)		507,967
Other comprehensive income (loss)		57,157		-		27,389		(27,389)		57,157
Comprehensive income	$	565,124	$	751,212	$	92,325	$	(843,537)	$	565,124



	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 28, 2013
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
		(In thousands)
Cash flows provided by (used for):
Operating activities	$	(264,033)	$	655,981	$	66,216	$	458,164
Investing activities		(34,143)		(55,510)		(192,273)		(281,926)
Financing activities		(140,072)		(1,828)		2,509		(139,391)
Effect of exchange rates on cash		-		-		731		731
Intercompany activity		495,469		(603,994)		108,525		-
Net increase (decrease) in cash and cash equivalents		57,221		(5,351)		(14,292)		37,578
Cash and cash equivalents at the beginning of period		207,591		24,295		180,399		412,285
Cash and cash equivalents at the end of period	$	264,812	$	18,944	$	166,107	$	449,863



	Condensed Consolidating Cash Flows
	For the 26-Week Period Ended Dec. 29, 2012
	Sysco		Certain U.S. Broadline Subsidiaries		Other Non-Guarantor Subsidiaries		Consolidated Totals
	(In thousands)
Cash flows provided by (used for):
Operating activities	$	(147,760)	$	518,930	$	15,615	$	386,785
Investing activities		(59,121)		(99,832)		(311,650)		(470,603)
Financing activities		(319,069)		415		31,226		(287,428)
Effect of exchange rates on cash		-		-		3,184		3,184
Intercompany activity		176,983		(430,860)		253,877		-
Net increase (decrease) in cash and cash equivalents		(348,967)		(11,347)		(7,748)		(368,062)
Cash and cash equivalents at the beginning of period		471,107		34,478		183,282		688,867
Cash and cash equivalents at the end of period	$	122,140	$	23,131	$	175,534	$	320,805

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our consolidated financial statements as of June 29, 2013, and the fiscal year then ended, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in our Annual Report on Form 10-K for the fiscal year ended June 29, 2013.

Our discussion below of our results includes certain non-GAAP financial measures that we believe provide important perspective with respe ct to underlying business trends. Other than free cash flow, a ny non-GAAP financial measure will be denoted as adjusted measure s and exclude the impact from executive retirement plans restructuring, severance charges, merger costs associated with our pending US Foods, Inc. (US Foods) merger, change in estimate for self-insurance costs, facility closure charges and Business Transformation Project costs. Mor e information on the rationale of the use of these measures and reconciliations to GAAP numbers can be found under “Non-GAAP Reconciliations.”

Overview

Sysco distributes food and related products to restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. Our primary operations are located throughout the United States (U.S.), Bahamas, Canada , Republic of Ireland and Northern Ireland and include broadline companies (which include our custom-cut meat operations ), SYGMA (our chain restaurant distribution subsidiary) , specialty produce companies, hotel supply operations, a company that distributes specialty imported products, a company that distributes to international customers and our Sysco Ventures platform, our suite of technology solutions that help support the business needs of our customers .

Highlights

The market environment in the first 26 weeks of fiscal 2014 was challenging for many of our customers, especially those in the casual dining restaurant segment. The second quarter was also impacted by a shortened holiday shopping season and severe weather in several parts of the country. Our sales growth was driven primarily by case volume growth, a portion of which was attributable to acquisitions closed in fiscal 2013. Competitive pricing pressures and changes in customer mix resulted in lower levels of gross profit growth. Our expense management performance was favorable and largely resulted from our Business Transformation initiatives, which helped drive our Broadline cost per case lower than in the first 26 weeks of fiscal 2013.

Comparisons of results from the second quarter of fiscal 2014 to the second quarter of fiscal 2013:

Sales increased 4.1 % , or $ 0.4 billion, to $ 11.2 billion .

Operating income decreased 8.1 % , or $ 30.9 million, to $ 351.8 million .

Adjusted operating incom e decreased 7.6% , or $ 37.0 million , to $448.6 million .

Net earni ngs decreased 4.8% , or $10.5 million, to $ 210.8 million .

Adjusted net earnin gs decreased 4.4%, or $12.7 million, to $273.4 million.

Basic and diluted earnings per share in the second quarter of fiscal 2014 were $0.36, a 5.3% decrease from the comparable prior year amounts of $0.38 per share.

Adjusted diluted earnings per share were $0.47 in the second quarter of fiscal 2014 and $0.49 in the second quarter of fiscal 2013, or a decrease of 4.1%.

Comparisons of results from the first 26 weeks of fiscal 2014 to the first 26 weeks of fiscal 2013:

Sales increased 4.9 % , or $ 1.1 billion, to $ 23.0 billion .

Operating income decreased 3.7%, or $ 31.5 million, to $ 830.0 million .

Adjusted operating inco me decreased 5.0%, or $52.3 million, to $996.3 million.

Net earnings decreased 2.3%, or $11.5 million, to $496.4 million.

Adjusted net earnings decreased 3.8%, or $23 .9 million, to $602.5 million.

Basic earnings per share in the first 26 weeks of fiscal 20 14 were $0.85, a decrease of 1.2% from the comparable prior year amount of $0.86 per share. Diluted earnings per share in the first 26 weeks of fiscal 2014 were $0.84, a 2.3% decrease from the comparable prior year period amount of $0.86 per share.

Adjusted diluted earnings per share were $1.02 in the first 26 weeks of fiscal 2014 and $1.06 in the first 26 weeks of fiscal 2013, or a decrease of 3.8%.

See “Non-GAAP Reconciliations” for an explanation of these non-GAAP financial measures.

In the second quarter of fiscal 2014, we announced an agreement to merge with US Foods. This merger is currently pending a regulatory review process.

Trends and Strategy

Trends

General economic conditions and consumer confidence can affect the frequency of purchases and amounts spent by consumers for food-away-from-home and, in turn, can impact our customers and our sales. Consumers continue to spend their disposable income in an increasingly disciplined manner. We believe these conditions have contributed to a slow rate of recovery in the foodservice market. While these trends can be cyclical in nature, greater consumer confidence will be required to reverse the trend. According to industry sources, real sales growth for the total foodservice market in the U.S. is expected to be modest over the long-term. We believe these industry trends reinforce the need for us to transform our business to reduce our overall cost structure and provide greater value to our customers.

Our gross margin performance has been influenced by multiple factors. The modest level of growth in the foodservice market has created additional competitive pricing pressures which is in turn negatively impacting gross profits. Sales to our locally-managed customers, including independent restaurant customers, have not grown at the same rate as sales to our regional and national customers. Gross margin from our regional and national customers is generally lower than other types of customers. Our locally-managed customers comprise a significant portion of our overall volumes and an even greater percentage of profitability because of the high level of valued added services we typically provide to this customer group. As a result, our gross margins have declined. We have implemented several short term action steps and longer term strategic initiatives to accelerate both our locally-managed sales and mitigate ongoing gross margin pressures.

We have experienced higher operating expenses this fiscal year as compared to fiscal 2013, stemming from higher case volumes, some of which is attributable to our acquired operations, partially offset by lower business transformation expenses and benefits from business transformation initiatives. We have experienced a decrease in pay-related expenses in the selling and information technology areas due to initiatives from our Business Transformation Project. Other areas of pay-related expense have increased primarily from acquired companies and within delivery areas of our business. Our retirement-related expenses consist primarily of costs from our company-sponsored qualified pension plan (Retirement Plan), our Supplemental Executive Retirement Plan (SERP) and our defined contribution plan. Our Retirement Plan was substantially frozen and the SERP was completely frozen in fiscal 2013, and our defined contribution plan was enhanced with greater benefits. The net impact of these actions is a reduction in retirement-related costs for fiscal 2014 as compared to fiscal 2013. We have incurred additional costs in connection with the proposed merger with US Foods in the second quarter of fiscal 2014 primarily from due diligence costs. We anticipate incurring additional costs as we begin planning for integration of the two companies as well as other financing costs incurred in connection with the proposed merger. The proposed merger is undergoing regulatory review by the Federal Trade Commission, which we expect to take between six to nine months.

Strategy

We are focused on optimizing our core broadline business in the U.S., Bahamas, Canada, Republic of Ireland and Northern Ireland, while continuing to explore appropriate opportunities to profitably grow our market share and create shareholder value by expanding beyond our core business. Day-to-day, our business decisions are driven by our mission to market and deliver great products to our customers with exceptional service, with the aspirational vision of becoming each of our customers’ most valued and trusted business partner. We have identified five strategies to help us achieve our mission and vision:

Profoundly enrich the experience of doing business with Sysco;

Continuously improve productivity in all areas of our business;

Expand our portfolio of products and services by initiating a customer-centric innovation program;

Explore, assess and pursue new businesses and markets; and

Develop and effectively integrate a comprehensive, enterprise-wide talent management process.

The five strategies above are designed to drive sustainable profitable growth, increase asset optimization and free cash flow and increase operating margins. Consistent with these three objectives, in the second quarter of fiscal 2014, we announced an agreement to merge with US Foods. US Foods is a leading foodservice distributor in the United States that markets and distributes fresh, frozen and dry food and non-food products to more than 200,000 foodservice customers including independently owned single location restaurants, regional and national chain restaurants, healthcare and educational institutions, hotels and motels, government and military organizations and retail locations. Following the completion of the proposed merger, the combined company will continue to be named Sysco and headquartered in Houston, Texas. At closing, Sysco is expected to have annual sales of approximately $65 billion and with successful integration, we believe at least $600 million in estimated annual synergies can be obtained in the combined company over a three to four year time period. Expenses to achieve synergies are estimated to be $700 million to $800 million to occur over a three year time frame once the acquisition has closed. We anticipate some level of capital expenditures however amounts have not been estimated at this time. Sysco has agreed to pay approximately $3.5 billion for the equity of US Foods, comprising $3 billion of Sysco common stock and $500 million of cash. As part of the transaction, we will also assume or refinance US Foods' net

debt, which was approximately $4.7 billion, bringing the total enterprise value to $8.2 billion. The values noted above are as of the time of the merger agreement was announced in December 2013; the value of Sysco’s common stock and the amount of US Foods’ net debt will fluctuate. As such, the components of the transaction and total enterprise value noted above will not be finalized until the merger is consummated. We have secured a fully committed bridge financing and expect to issue permanent financing prior to closing. After completion of the transaction, the equity holders of US Foods will own approximately 87 million shares, or roughly 13%, of Sysco. A representative from each of US Foods’ two majority shareholders will join Sysco’s Board of Directors upon closing. This merger is currently pending a regulatory review process by the Federal Trade Commission, which will likely take between six to nine months. We expect the transaction to close in the first quarter of fiscal 2015. Under certain conditions, including lack of regulatory approval, Sysco would be obligated to pay $300 million to the owners of US Foods if the merger were cancelled that would be recognized as an expense .

Business Transformation Project

Our multi-year Business Transformation Project consists of several initiatives including:

the design and deployment of an enterprise resource planning (ERP) system to implement an integrated software system to support a majority of our business processes and further streamline our operations;

initiatives to lower our operating cost structure; and

a category management initiative to use market data and customer insights to lower product pricing and enhance our product assortment to drive sales growth .

With respect to our ERP system, we successfully installed a major scheduled update to the system and deployed the system to one additional location in the first 26 weeks of fiscal 2014. We have deployed the system to two additional locations in January 2014 and an update to further improve system stability and scalability will be implemented in February 2014. Depending on the success of these actions, we would expect to deploy the system to two additional locations by the end of the fiscal year. A larger scale deployment schedule will be defined at a later date. We have experienced greater capitalization of costs incurred to develop system improvements and believe our capital spending for fiscal 2014 will now be in the range of $30 million to $40 million.

We are seeking to lower our operating cost structure through various initiatives. These include efforts to increase our productivity in the warehouse and delivery activities including fleet management and maintenance activities. It also involves improving sales productivity and reducing general and administrative expenses, partially through aligning compensation and benefit plans. Efforts from our cost transformation initiatives in fiscal 2013 continue to benefit fiscal 2014. Our fiscal 2014 initiatives include items in our delivery and warehouse operations such as route optimization, warehouse and delivery scorecards to track performance and enhance accountability, consolidated procurement of parts and forklift equipment and optimizing our fleet.

Our category management initiative is designed to lower our total product costs and to align our product assortment with customer demand. We are using market data and customer insights to make changes to our product assortment while building strategic partnerships with our suppliers to grow our sales and our suppliers ’ sales. We believe there are opportunities to more effectively provide the products that our customers want, commit to greater volumes with our suppliers and create mutual benefits for all parties. We believe that procuring greater quantities with select vendors will result in reduced prices for our product purchases. We launched sales to our customers for the majority of the categories in wave one and expect wave two categories to launch during the last 26 weeks of fiscal 2014. We continue to believe this initiative will provide benefits to our customers and savings for us over the next few years.

Results of Operations

The following table sets forth the components of our consolidated r esults of o perations expressed as a percentage of sales for the periods indicated:



	13-Week Period Ended				26-Week Period Ended
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012

Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	82.5		81.9		82.4		81.8
Gross margin	17.5		18.1		17.6		18.2
Operating expenses	14.4		14.5		14.0		14.3
Operating income	3.1		3.6		3.6		3.9
Interest expense	0.2		0.3		0.2		0.3
Other expense (income), net	(0.0)		(0.0)		(0.0)		(0.0)
Earnings before income taxes	2.9		3.3		3.4		3.6
Income taxes	1.0		1.2		1.2		1.3
Net earnings	1.9	%	2.1	%	2.2	%	2.3	%

The following table sets forth the change in the components of our consolidated r esults of o perations expressed as a percentage increase or decrease over the comparable period in the prior year:



	13-Week Period		26-Week Period

Sales	4.1	%	4.9	%
Cost of sales	4.8		5.7
Gross margin	0.7		1.2
Operating expenses	2.8		2.6
Operating income	(8.1)		(3.7)
Interest expense	(7.6)		(4.4)
Other expense (income), net	140.2	(1)	106.7	(2)
Earnings before income taxes	(7.4)		(3.0)
Income taxes	(11.8)		(4.3)
Net earnings	(4.8)	%	(2.3)	%

Basic earnings per share	(5.3)	%	(1.2)	%
Diluted earnings per share	(5.3)		(2.3)

Average shares outstanding	(0.5)		(0.3)
Diluted shares outstanding	(0.3)		(0.1)


(1)	Other expense (income), net was income of $ 4.2 million in the second quarter of fiscal 2014 and $1.8 million in the second quarter of fiscal 2013.
(2)	Other expense (income), net was income of $ 8.7 million in the first 26 weeks of fiscal 2014 and $4.2 million in the first 26 weeks of fiscal 2013.

Sales

Sales were 4.1% higher in the second quarter and 4.9% higher in the first 26 weeks of fiscal 2014 than in the comparable period of the prior year. Sales for both periods of fiscal 2014 increased as a result of sales from acquisitions that occurred within the last 12 months, case volume growth and product cost inflation and the resulting increase in selling prices. Our sales growth slowed in the final month of the second quarter of fiscal 2014. A shortened holiday shopping season and severe weather in several areas of the United States reduced restaurant traffic, especially in the casual dining segment. This trend in turn negatively influenced our sales growth. Sales growth in the early part of our third quarter of fiscal 2014 has continued at a lower rate as severe weather has continued to impact several areas that we serve. Our sales growth in both periods of fiscal 2014 was greater with our regional and national customers as compared to sales growth with our locally-managed customers. We believe our locally-managed customer growth has been negatively influenced by market conditions including the impact of lower consumer spend. We are seeing stronger growth in our

locally-managed customers in our Southwest market, while underlying market conditions are difficult in our Northeast and Mideast markets. Case volumes including acquisitions within the last 12 months grew approximately 4.3% in the second quarter and 4.2% in the first 26 weeks of fiscal 2014. Case volumes excluding acquisitions within the last 12 months grew approximately 2.7% in the second quarter and 2.2% in the first 26 weeks of fiscal 2014. Our case volumes represent our results from our Broadline and SYGMA segments combined. Sales from acquisitions within the last 12 months favorably impacted sales by 1.9% for both the second quarter and first 26 weeks of fiscal 2014. Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 0.8% during the second quarter and 1.4% for the first 26 weeks of fiscal 2014. The exchange rates used to translate our foreign sales into U.S. dollars negatively impacted sales by 0.6% in the second quarter of fiscal 2014 and 0.5% in first 26 weeks of fiscal 2014.

Operating Income

Cost of sales primarily includes our product costs, net of vendor consideration , and includes in-bound freight. Operating expenses include the costs of facilities, product handling, delivery, selling and general and administrative activities. Fuel surcharges are reflected within sales and gross profit; fuel costs are reflected within operating expenses.

The following table sets forth the change in the components of operating income and adjusted operating income expressed as a percentage increase or decrease over the comparable period in the prior year:



	13-Week Period Ended Dec. 28, 2013		13-Week Period Ended Dec. 29, 2012		13-Week Period Change in Dollars		13-Week Period % Change
	(In thousands)
Gross profit	$	1,964,951	$	1,952,110	$	12,841	0.7	%
Operating expenses		1,613,174		1,569,459		43,715	2.8
Operating income	$	351,777	$	382,651	$	(30,874)	(8.1)	%

Gross profit	$	1,964,951	$	1,952,110	$	12,841	0.7	%
Adjusted operating expenses (Non-GAAP)		1,516,329		1,466,446		49,883	3.4
Adjusted operating income (Non-GAAP)	$	448,622	$	485,664	$	(37,042)	(7.6)	%



	26-Week Period Ended Dec. 28, 2013		26-Week Period Ended Dec. 29, 2012		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands)
Gross profit	$	4,030,438	$	3,981,905	$	48,533	1.2	%
Operating expenses		3,200,463		3,120,472		79,991	2.6
Operating income	$	829,975	$	861,433	$	(31,458)	(3.7)	%

Gross profit	$	4,030,438	$	3,981,905	$	48,533	1.2	%
Adjusted operating expenses (Non-GAAP)		3,034,154		2,933,312		100,842	3.4
Adjusted operating income (Non-GAAP)	$	996,284	$	1,048,593	$	(52,309)	(5.0)	%

Operating income for the second quarter and first 26 weeks of fiscal 2014 was lower than the comparable periods of fiscal 2013 primarily from a lower rate of growth in our gross profit, increased expenses from our acquired operations, expenses attributable to volume growth and a change in estimate of our self-insurance accruals, partially offset by lower Business Transformation expenses and lower retirement related expenses. Adjusted operating income for the second quarter and first 26 weeks of fiscal 2014 was lower than the comparable periods of fiscal 2013 primarily from a lower rate of growth in our gross profits, increased expenses from acquired operations and expenses attributable to volume growth. As a percentage of sales, we experienced favorable expense management partially from benefits from our business transformation initiatives.

Gross profit dollars increased in the second quarter and first 26 weeks of fiscal 2014 as compared to the second quarter and first 26 weeks of fiscal 2013 primarily due to increased sales volumes. Gross margin, which is gross profit as a percentage of sales, was 17.48% in the second quarter of fiscal 2014, a decline of 60 basis points from the gross margin of 18.08% in the second quarter of

fiscal 2013. Gross margin was 17.56% in the first 26 weeks of fiscal 2014, a decline of 64 basis points from the gross margin of 18.20% in the first 26 weeks of fiscal 2013. This decline in gross margin was partially the result of increased competition resulting from a slow-growth market and increased sales to lower margin regional and national customers . Our locally-managed customers comprise a significant portion of our overall volumes and an even greater percentage of profitability because of the high level of valued added services we typically provide to this customer group. If sales from our locally-managed customers do not grow at the same rate as sales from these regional and national customers, our gross margins may continue to decline.

Operating expenses for the second quarter and first 26 weeks of fiscal 2014 increased 2.8%, or $43.7 million, and 2.6%, or $80.0 million, over the comparable prior year periods, respectively, primarily due to increased expenses from our acquired operations, expenses attributable to volume growth and a change in estimate of our self-insurance accruals, partially offset by lower Business Transformation expenses, lower retirement related expenses and benefits from Business Transformation initiatives. We also experienced increased depreciation and amortization expense and costs associated with the US Foods merger which totaled $4.3 million in the second quarter of fiscal 2014. Adjusted operating expenses increased 3.4%, or $49.9 million, in the second quarter of fiscal 2014 over the comparable prior year period. Adjusted operating expenses increased 3.4% or $100.8 million, in the first 26 weeks of fiscal 2014 over the comparable prior year period primarily due to increased expenses from our acquired operations. We believe favorable expense management, partially from our Business Transformation initiatives, helped to keep our operating expense increases from being greater.

Sysco maintains a self-insurance program covering portions of workers’ compensation, general and vehicle liability and property insurance costs. The amounts in excess of the self-insured levels are fully insured by third party insurers. Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends, demographic factors, severity factors and other actuarial assumptions. In the second quarter of fiscal 2014, based on the historical trends of increased costs primarily attributable to our worker’s compensation claims, we increased our estimates of our self-insurance reserve to a higher point in an estimated range of liability as opposed to our past position at the lower end of the range. This resulted in a charge of $23.8 million in the second quarter of fiscal 2014.

Pay-related expenses, excluding labor costs associated with our Business Transformation Project and retirement-related expenses, increased by $10.5 million in the second quarter and $3.1 million in the first 26 weeks of fiscal 2014 over the comparable prior year periods. Benefits from our Business Transformation initiatives have helped in lowering the rate of growth in these expenses. The increases experienced were primarily due to costs from companies acquired in the last 12 months as well as increased delivery and warehouse compensation, partially attributable to case growth. These increases were partially offset by reduced pay-related expenses as a result of our Business Transformation initiatives in our sales and information technology areas. During fiscal 2013, we streamlined our sales management organization and modified marketing associate compensation plans. Also in fiscal 2013, we restructured our information technology department which reduced headcount in this area. Lower provisions for management incentive plans also contributed to the decline in pay-related expenses.

Depreciation and amortization expense increased by $8.5 million in the second quarter and $21.6 million in the first 26 weeks of fiscal 2014 over the comparable prior year periods. The increase in amortization expenses related to our Business Transformation Project is described below. The remaining increase of $7.6 million in the second quarter and $15.6 million in the first 26 weeks of fiscal 2014 was primarily related to amortization of acquisition-related intangibles and assets that were not placed in service in the second quarter and first 26 weeks of fiscal 2013 that were in service in the second quarter and first 26 weeks of fiscal 2014, primarily fleet.

Our retirement-related expenses consist primarily of costs from our Retirement Plan, SERP and our defined contribution plan. As a part of our Business Transformation initiatives, our Retirement Plan was substantially frozen and the SERP was completely frozen in fiscal 2013, and our defined contribution plan was enhanced with greater benefits. The net impact in the second quarter of fiscal 2014 of our retirement-related expenses as compared to the second quarter of fiscal 2013 was a decrease of $20.0 million, consisting of a $40.1 million decrease in our net company-sponsored pension costs and approximately $3.6 million for other costs, partially offset by $23.7 million of increased costs from the defined contribution plan. The net impact in the first 26 weeks of fiscal 2014 of our retirement-related expenses as compared to the first 26 weeks of fiscal 2013 was a decrease of $28.7 million, consisting of a $72.0 million decrease in our net company-sponsored pension costs and approximately $3.9 million for other costs, partially offset by $47.2 million increased costs from the defined contribution plan. We expect our retirement-related expenses in fiscal 2014 as compared to fiscal 2013 will decrease in the range of $75 million to $85 million primarily from reduced pension expenses, partially offset by increased defined contribution plan expenses. A greater portion of the decrease will occur in the second half of fiscal 2014 due to operation of our enhanced, defined contribution plan for a one-year period. Excluding $21 million of restructuring charges taken in fiscal 2013, the decrease in fiscal 2014 is expected to be $50 million to $60 million.

Expenses related to our Business Transformation Project, inclusive of pay-related and software amortization expense, were $63.4 million in the second quarter of fiscal 2014 and $81.4 million in the second quarter of fiscal 2013, representing a decrease of $17.9 million. Expenses related to our Business Transformation Project, inclusive of pay-related and software amortization expense, were $130.0 million in the first 26 weeks of fiscal 2014 and $159.0 million in the first 26 weeks of fiscal 2013, representing a decrease of $29.0 million. The decrease in the second quarter and first 26 weeks of fiscal 2014 resulted from an increased level of capitalization

on amounts spent for system improvements to enhance stability and scalability. We also experienced a reduced level of spend with consultants as compared to the comparable period in fiscal 2013. The decrease in the first 26 weeks was partially offset by an increase in depreciation and amortization expense related to the Business Transformation Project of $5.9 million in the first 26 weeks of fiscal 2014 over the first 26 weeks of fiscal 2013. Amortization commenced in August of fiscal 2013; therefore, the first 26 weeks of fiscal 2013 only included five months of amortization expense. As deployments resume in the second quarter of fiscal 2014 and the remainder of the fiscal year, we anticipate that total project expenses for fiscal 2014 will be similar to fiscal 2013. As a result, we expect these expenses to be in the range of $300 million to $350 million for fiscal 2014 with a greater likelihood of being at the lower end of that range.

Operating expense on a cost per case basis for our Broadline companies decreased $0.11 and $0.10 per case as compared to the second quarter and first 26 weeks of fiscal 2013, respectively, primarily from reduced pay-related expenses from our sales and information technology areas, lower retirement-related expenses, partially offset by increased costs from delivery pay-related expenses. We do not anticipate maintaining this rate of improvement for the second half of the year due to timing of implementing certain initiatives begun in fiscal 2013. We expect to meet or exceed our goal to reduce our Broadline companies cost per case in fiscal 2014 as compared to fiscal 2013 by approximately $0.05 per case.

Net Earnings

Net earnings decreased 4.8% in the second quarter and 2.3% in the first 26 weeks of fiscal 2014 from the comparable periods of the prior year due primarily to the changes in operating income discussed above. Adjusted net earnings decreased 4.4% and 3.8% during the same periods.

The effective tax rate for the second quarter of fiscal 2014 of 35.37 % was favorably impacted by th e recording of $ 4.3 million of net tax benefit related to various federal and state uncertain tax positions and $2.1 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements . I ndefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the second quarter of fiscal 2013 of 37.14% w as favorably impacted by the recording of $1.7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements. This favorable impact was nearly offset by the recording of $1.6 million in net tax expense related to various federal and state uncertain tax positions. Indefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

The effective tax rate for the first 26 weeks of fiscal 2014 of 36.23 % was favorably impacted by the recording of $ 3 .7 million of tax benefit related to disqualifying dispositions of Sysco stock pursuant to share-based compensation arrangements and $ 3.5 mill ion of net tax benefit related to various federal and state uncertain tax positions . I ndefinitely reinvested earnings taxed at foreign statutory rates less than our domestic tax rate also had the impact of reducing the effective tax rate.

Earnings Per Share

Basic and diluted earnings per share in the second quarter of fiscal 2014 were $0.36, a 5.3% decrease from the comparable prior period amount of $0.38 per share. Adjusted diluted earnings per share in the second quarter of fiscal 2014 were $0.47 a 4.1% decrease from the comparable prior period amount of $0.49 per share. These results were primarily from the factors discussed above related to net earnings.

Basic earnings per share in the first 26 weeks of fiscal 2014 were $0.85, a 1.2% decrease from the comparable prior year period amount of $0.86 per share. Diluted earnings per share in the first 26 weeks of fiscal 2014 were $0.84, a 2.3% decrease from the comparable prior year period amount of $0.86 per share. Adjusted diluted earnings per share were $1.02 in the first 26 weeks of fiscal 2014 and $1.06 in the first 26 weeks of fiscal 2013, or a decrease of 3.8%. These decreases were primarily the result of the factors discussed above related to net earnings.

Non-GAAP Reconciliations

Sysco’s results of operations are impacte d by costs from charges from the executive retirement plans restructuring, multiemployer pension plans (MEPP), severance, merger costs, changes in estimates of self insurance, facility closure charges and our multi-year Business Transformation Project (BTP). Management believes that adjusting its operating expenses, operating income, net earnings and diluted earnings per share to remove the impact of these charges provides an important perspective of underlying business trends and results and provides meaningful supplemental information to both management and investors that is indicative of the performance of the comp any’s underlying operations and facilitates comparison on a year-over - year basis.

The company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and forecasting purposes. These financial measures should not be used as a substitute in assessing the company’s results of operations for periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. As a result, in the table below, each period presented is adjusted to rem ove the costs described above . In the tables below, individual components of diluted earnings per share may not add to the total presented due to rounding. Adjuste d diluted earnings per share is calculated using adjusted net earnings divided by diluted shares outstanding .

Set forth below is a reconciliation of actual operating expenses, operating income, net earnings and diluted earnings per share to adjusted results for these measures for the periods presented:



	13-Week Period Ended Dec. 28, 2013		13-Week Period Ended Dec. 29, 2012		13-Week Period Change in Dollars		13-Week Period % Change
	(In thousands, except for share and per share data)
Operating expenses (GAAP)	$	1,613,174	$	1,569,459	$	43,715	2.8	%
Impact of restructuring executive retirement plans		(1,035)		(12,163)		11,128	(91.5)
Impact of MEPP charge		(1,451)		(2,457)		1,006	(40.9)
Impact of severance charge		(2,014)		(5,669)		3,655	(64.5)
Impact of US foods merger costs		(4,352)		-		(4,352)
Impact of change in estimate of self insurance		(23,841)		-		(23,841)
Impact of facility closure charges		(736)		(1,362)		626	(46.0)
Impact of BTP costs		(63,416)		(81,362)		17,946	(22.1)
Adjusted operating expenses (Non-GAAP)	$	1,516,329	$	1,466,446	$	49,883	3.4	%

Operating Income (GAAP)	$	351,777	$	382,651	$	(30,874)	(8.1)	%
Impact of restructuring executive retirement plans		1,035		12,163		(11,128)	(91.5)
Impact of MEPP charge		1,451		2,457		(1,006)	(40.9)
Impact of severance charge		2,014		5,669		(3,655)	(64.5)
Impact of US foods merger costs		4,352		-		4,352
Impact of change in estimate of self insurance		23,841		-		23,841
Impact of facility closure charges		736		1,362		(626)	(46.0)
Impact of BTP costs		63,416		81,362		(17,946)	(22.1)
Adjusted operating income (Non-GAAP)	$	448,622	$	485,664	$	(37,042)	(7.6)	%

Net earnings (GAAP)	$	210,835	$	221,369	$	(10,534)	(4.8)	%
Impact of restructuring executive retirement plans (net of tax) (1)		669		7,646		(6,977)	(91.3)
Impact of MEPP charge (net of tax) (1)		938		1,544		(606)	(39.2)
Impact of severance charge (net of tax) (1)		1,302		3,564		(2,262)	(63.5)
Impact of US foods merger costs (net of tax) (1)		2,813		-		2,813
Impact of change in estimate of self Insurance (net of tax) (1)		15,408		-		15,408
Impact of facility closure charges (net of tax) (1)		476		856		(380)	(44.4)
Impact of BTP costs (net of tax) (1)		40,986		51,144		(10,158)	(19.9)
Adjusted net earnings (Non-GAAP)	$	273,427	$	286,123	$	(12,696)	(4.4)	%

Diluted earnings per share (GAAP)	$	0.36	$	0.38	$	(0.02)	(5.3)	%
Impact of restructuring executive retirement plans		-		0.01		(0.01)	(100.0)
Impact of MEPP charge		-		-		-
Impact of severance charge		-		0.01		(0.01)	(100.0)
Impact of US foods merger costs		-		-		-
Impact of change in estimate of self insurance		0.03		-		0.03
Impact of facility closure charges		-		-		-
Impact of BTP costs		0.07		0.09		(0.02)	(22.2)
Adjusted diluted earnings per share (Non-GAAP)	$	0.47	$	0.49	$	(0.02)	(4.1)	%

Diluted shares outstanding		587,926,287		589,751,933

( 1 )

The aggregate tax impact of adjustments for the executive retirement plans restructuring, severance charges, facility closure charges and Business Transformation Project costs was $ 34.3 million and $ 38.3 million for the second quarter of fiscal 2014 and fiscal 2013, respectively. Amounts are c alculated by multiplying the operating income impact of each item by each quarter 's effective tax rate.


	26-Week Period Ended Dec. 28, 2013		26-Week Period Ended Dec. 29, 2012		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands, except for share and per share data)
Operating expenses (GAAP)	$	3,200,463	$	3,120,472	$	79,991	2.6	%
Impact of restructuring executive retirement plans		(1,550)		(12,163)		10,613	(87.3)
Impact of MEPP charge		(1,451)		(2,457)		1,006	(40.9)
Impact of severance charge		(3,596)		(11,746)		8,150	(69.4)
Impact of US foods merger costs		(4,352)		-		(4,352)
Impact of change in estimate of self insurance		(23,841)		-		(23,841)
Impact of facility closure charges		(1,475)		(1,750)		275	(15.7)
Impact of BTP costs		(130,044)		(159,044)		29,000	(18.2)
Adjusted operating expenses (Non-GAAP)	$	3,034,154	$	2,933,312	$	100,842	3.4	%

Operating Income (GAAP)	$	829,975	$	861,433	$	(31,458)	(3.7)	%
Impact of restructuring executive retirement plans		1,550		12,163		(10,613)	(87.3)
Impact of MEPP charge		1,451		2,457		(1,006)	(40.9)
Impact of severance charge		3,596		11,746		(8,150)	(69.4)
Impact of US foods merger costs		4,352		-		4,352
Impact of change in estimate of self insurance		23,841		-		23,841
Impact of facility closure charges		1,475		1,750		(275)	(15.7)
Impact of BTP costs		130,044		159,044		(29,000)	(18.2)
Adjusted operating income (Non-GAAP)	$	996,284	$	1,048,593	$	(52,309)	(5.0)	%

Net earnings (GAAP)	$	496,425	$	507,967	$	(11,542)	(2.3)	%
Impact of restructuring executive retirement plans (net of tax) (1)		988		7,698		(6,710)	(87.2)
Impact of MEPP charge (net of tax) (1)		925		1,555		(630)	(40.5)
Impact of severance charge (net of tax) (1)		2,293		7,434		(5,141)	(69.2)
Impact of US foods merger costs (net of tax) (1)		2,775		-		2,775
Impact of change in estimate of self Insurance (net of tax) (1)		15,203		-		15,203
Impact of facility closure charges (net of tax) (1)		941		1,108		(167)	(15.1)
Impact of BTP costs (net of tax) (1)		82,929		100,659		(17,730)	(17.6)
Adjusted net earnings (Non-GAAP)	$	602,479	$	626,421	$	(23,942)	(3.8)	%

Diluted earnings per share (GAAP)	$	0.84	$	0.86	$	(0.02)	(2.3)	%
Impact of restructuring executive retirement plans		-		0.01		(0.01)	(100.0)
Impact of MEPP charge		-		-		-
Impact of severance charge		-		0.01		(0.01)	(100.0)
Impact of US foods merger costs		-		-		-
Impact of change in estimate of self insurance		0.03		-		0.03
Impact of facility closure charges		-		-		-
Impact of BTP costs		0.14		0.17		(0.03)	(17.6)
Adjusted diluted earnings per share (Non-GAAP)	$	1.02	$	1.06	$	(0.04)	(3.8)	%

Diluted shares outstanding		589,516,342		590,130,537

( 1 )

The aggregate tax impact of adjustments for the executive retirement plans restructuring, severance charges, facility closure charges and Business Transformation Project costs was $ 60.3 million and $ 68.7 million for the first 26 weeks of fiscal 2014 and fiscal 2013, respectively. Amounts are c alculated by multiplying the operating income impact of each item by each quarter 's effective tax rate.

Segment Results

We ha ve aggregated our operating companies into a number of segments, of which only Broadline and SYGMA are reportable segments as defined in the accounting literature related to disclosures about segments of an enterprise. The accounting policies for the segments are the same as those disclosed by Sysco for its consolidated financial statements . Intersegment sales represent specialty produce and imported specialty products distributed by the Broadline and SYGMA operating companies.

Management evaluates the performance of each of our operating segments based on its respective operating income results. Corporate expenses and adjustments generally include all expenses of the corporate office and Sysco’s shared service center. These also include all share-based compensation costs and expenses related to the company’s Business Transformation Project. While a segment’s operating income may be impacted in the short-term by increases or decreases in gross profits, expenses, or a combination thereof, over the long-term each business segment is expected to increase its operating income at a greater rate than sales growth. This is consistent with our long-term goal of leveraging earnings growth at a greater rate than sales growth.

The following table sets forth the operating income of each of our reportable segments and the other segment expressed as a percentage of each segment’s sales for each period reported and should be read in conjunction with Note 14, “ Business Segment Information ” :



	Operating Income as a Percentage of Sales				Operating Income as a Percentage of Sales
	13-Week Period				26-Week Period
	Dec. 28, 2013		Dec. 29, 2012		Dec. 28, 2013		Dec. 29, 2012
Broadline	6.2	%	6.6	%	6.5	%	6.9	%
SYGMA	0.7		1.0		0.6		0.9
Other	2.9		3.1		3.0		3.2

The following table sets forth the change in the selected financial data of each of our reportable segments and the other segment expressed as a percentage increase or decrease over the comparable period in the prior year and should be read in conjunction with Note 14, “ Business Segment Information ” :



	Increase (Decrease)				Increase (Decrease)
	13-Week Period				26-Week Period
	Sales		Operating Income		Sales		Operating Income
Broadline	3.4	%	(3.2)	%	4.4	%	(0.5)	%
SYGMA	8.8		(24.0)		8.0		(27.3)
Other	5.4		(2.9)		6.6		(1.0)

The following table sets forth sales and operating income of each of our reportable segments, the other segment, and intersegment sales, expressed as a percentage of aggregate segment sales, including intersegment sales, and operating income, respectively. For purposes of th is statistical table, operating income of our segments excludes corporate expense s and adjustments of $ 240.0 million and $447.4 million in the second quarter and first 26 weeks of fiscal 2014 , as co mpared to $ 231.5 million and $430.0 million in the second quarter and first 26 weeks of fiscal 2013 , that is not charged to our segments. This information should be read in conjunction wit h No te 14, “ Business Segment Information ”:



	Components of Segment Results
	13-Week Period Ended
	Dec. 28, 2013				Dec. 29, 2012
	Sales		Segment Operating Income		Sales		Segment Operating Income
Broadline	80.8	%	94.9	%	81.3	%	94.5	%
SYGMA	13.7		1.7		13.1		2.2
Other	6.2		3.4		6.1		3.3
Intersegment sales	(0.7)		-		(0.5)		-
Total	100.0	%	100.0	%	100.0	%	100.0	%



	Components of Segment Results
	26-Week Period Ended
	Dec. 28, 2013				Dec. 29, 2012
	Sales		Segment Operating Income		Sales		Segment Operating Income
Broadline	81.2	%	95.2	%	81.5	%	94.7	%
SYGMA	13.3		1.5		12.9		2.0
Other	6.1		3.3		6.0		3.3
Intersegment sales	(0.6)		-		(0.5)		-
Total	100.0	%	100.0	%	100.0	%	100.0	%

Broadline Segment

The Broadline reportable segment is an aggregation of the company’s U.S., Canadian, Caribbean and European Broadline segments. Broadline operating companies distribute a full line of food products and a wide variety of non-food products to both traditional and chain restaurant customers , hospitals, schools, hotels, industrial caterers and other venues where foodservice products are served. These companies also provide custom-cut meat operations . Broadline operations have significantly higher operating margins than the rest of Sysco’s operations. In the first 26 weeks of fiscal 2014 , the Broadline operating results represented approximately 81.2 % of Sysco’s overall sales and 95.2 % of the aggregated operating income of Sysco’s segments, which excludes corporate expenses.

Sales

Sales were 3.4% higher in the second quarter and 4.4% greater in the first 26 weeks of fiscal 2014 than in the comparable period of the prior year. Sales for the second quarter and first 26 weeks of fiscal 2014 increased as a result of sales from acquisitions that occurred within the last 12 months, case volume growth and product cost inflation and the resulting increase in selling prices. Our sales growth began to slow in the final month of the second quarter of fiscal 2014. A shortened holiday shopping season and severe weather in several areas of the United States reduced restaurant traffic, especially in the casual dining segment. These in turn negatively influence our sales growth. Sales growth in the early part of our third quarter of fiscal 2014 has continued at a lower rate as severe weather has continued to impact several areas that we serve. Our sales growth in both periods of fiscal 2014 was greater with our regional and national customers as compared to sales growth with our locally-managed customers. We believe our locally-managed customer sales growth has been negatively influenced by lower consumer sentiment. We are seeing stronger growth in our locally-managed customers in our Southwest market, while underlying market conditions are difficult in our Northeast and Mideast markets. Sales from acquisitions within the last 12 months favorably impacted sales by 2.3% for both the second quarter and first 26 weeks of fiscal 2014. Changes in product costs, an internal measure of inflation or deflation, were estimated as inflation of 0.5% for the second quarter and 1.3% for the first 26 weeks of fiscal 2014. The exchange rates used to translate our foreign sales into U.S. dollars negatively impacted sales by 0.7% in both the second quarter and first 26 weeks of fiscal 2014.

Operating Income

Operating income decreased by 3.2% in the second quarter and 0.5% in the first 26 weeks of fiscal 2014 over the comparable prior year periods driven by lower rates of growth in our gross profits, increased expenses from our acquired operations and expenses attributable to volume growth. As a percentage of sales, we experienced favorable expense management partially from benefits from our business transformation initiatives.

Gross profit dollars increased in the first quarter and first 26 weeks of fiscal 2014 primarily due to increased sales; however, gross profit dollars increased at a lower rate than sales. This decline in gross margin was partially the result of increased competition resulting from a slow-growth market and increased sales to lower margin regional and national customers . Our locally-managed customers comprise a significant portion of our overall volumes and an even greater percentage of profitability because of the high level of valued added services we typically provide to this customer group. If sales from our locally-managed customers do not grow at the same rate as sales from these regional and national customers, our gross margins may continue to decline.

Operating expenses for the Broadline segment increased in the second quarter and first 26 weeks of fiscal 2014 as compared to the second quarter and first 26 weeks of fiscal 2013. The expense increases in fiscal 2014 were driven largely by expenses from acquired operations, expenses attributable to volume growth and increased depreciation and amortization expense. Pay-related expenses increased primarily from added costs from companies acquired in the last 12 months as well as increased delivery compensation, partially attributable to case growth. Depreciation and amortization increased primarily from assets that were not placed in service in the second quarter and first 26 weeks of fiscal 2014 that were in service in the second quarter and first 26 weeks of fiscal 2014, primarily from fleet. These increases were partially offset by reduced sales and information technology pay-related

expenses. Retirement-related costs decreased primarily from the plan freezes that occurred in fiscal 2013. Our expense on a cost per case basis decreased as compared to the second quarter and first 26 weeks of fiscal 2013 primarily from reduced pay-related expenses from our sales and information technology areas, lower retirement-related expenses, partially offset by increased costs from delivery and warehouse pay-related expenses.

SYGMA Segment

SYGMA operating companies distribute a full line of food products and a wide variety of non-food products to certain chain restaurant customer locations.

Sales

Sales were 8.8% greater in the second quarter and 8.0% greater in the first 26 weeks of fiscal 2014 than in the second quarter and first 26 weeks of fiscal 2013. The increase was primarily due to new customers. Other contributors to the increase were product cost inflation and the resulting increase in selling prices and case volume increases from existing customers.

Operating Income

Operating income decreased by 24.0% in the second quarter and 27.3% in the first 26 weeks of fiscal 2014 from the second quarter and first 26 weeks of fiscal 2013. Gross profit dollars increased 3.3% while operating expenses increased 6.9% in the second quarter of fiscal 2014 over the second quarter of fiscal 2013. Gross profit dollars increased 2.2% while operating expenses increased 5.8% in the first 26 weeks of fiscal 2014 over the first 26 weeks of fiscal 2013. Gross profit dollar growth was lower than sales growth primarily due to reduced fuel surcharges. Operating expenses increased in fiscal 2014 largely due to increased delivery costs including pay-related expenses. Also contributing to the increase in expense were startup costs related to new customers and expenses incurred in preparation of a facility consolidation.

Other Segment

“Other” financial information is attributable to our other operating segments, including our specialty produce and lodging industry products segments, a company that distributes specialty imported products, a company that distributes to international customers and our Sysco Ventures platform, our suite of technology solutions that help support the business needs of our customers. These operating segments are discussed on an aggregate basis as they do not represent reportable segments under segment accounting literature.

Operating income decreased 2.9% in the second quarter and 1.0% in the first 26 weeks of fiscal 2014 over the second quarter and first 26 weeks of fiscal 2013. The decrease in operating income was primarily driven by startup costs from our Sysco Ventures operations, partially offset by increased earnings from our specialty produce and lodging industry products segments. Additionally, retirement-related expenses were greater for these companies as our enhanced defined contribution plan became effective January 1, 2013, and some of these operations were not a part of prior benefit plans.

Liquidity and Capital Resources

Highlights

Comparisons of the cash flows from the first 26 weeks of fiscal 2014 to the first 26 weeks of fiscal 2013:

Cash flows from operations were $458.2 million this year compared to $386.8 million last year.

Capital expenditures totaled $270.4 million this year compared to $261.6 million last year.

Free cash flow was $211.2 million this year compared to $128.4 million last year (See Non-GAAP reconciliation below under the heading “Free Cash Flow.”)

Cash used for acquisition of businesses was $22.5 million this year compared to $194.2 million last year.

Net bank borrowings were $304.5 million this year compared to $48.1 million last year.

Proceeds from exercises of share-based compensation awards were $160.4 million this year compared to $90.9 million last year.

Treasury stock purchases were $266.6 million this year compared to $143.5 million last year.

Dividends paid were $328.3 million this year compared to $315.9 million last year.

Sources and Uses of Cash

Sysco’s strategic objectives include continuous investment in our business; these investments are funded by a combination of cash from operations and access to capital from financial markets. Our operations historically have produced significant cash flow. Cash generated from operations is currently generally allocated to:

working capital requirements;

investments in facilities, systems, fleet, other equipment and technology;

return of capital to shareholders, including cash dividends and share repurchases;

acquisitions compatible with our overall growth strategy;

contributions to our various retirement plans; and

debt repayments.

Any remaining cash generated from operations may be invested in high-quality, short-term instruments. As a part of our ongoing strategic analysis, we regularly evaluate business opportunities, including potential acquisitions and sales of assets and businesses, and our overall capital structure. Any transactions resulting from these evaluations may materially impact our liquidity, borrowing capacity, leverage ratios and capital availability . In the second quarter of fiscal 2014, we announced an agreement to merge with US Foods. Sysco has agreed to pay approximately $3.5 billion for the equity of US Foods, comprising $3 billion of Sysco common stock and $500 million of cash. As part of the transaction, we will also assume or refinance US Foods' net debt, which is currently approximately $4.7 billion, bringing the total enterprise value to $8.2 billion. The values noted above are as of the time of the merger agreement was announced in December 2013; the value of Sysco’s common stock and the amount of US Foods’ net debt will fluctuate. As such, the components of the transaction and total enterprise value noted above will not be finalized until the merger is consummated. We have secured a fully committed bridge financing and expect to issue permanent financing prior to closing. After completion of the transaction, the equity holders of US Foods will own approximately 87 million shares, or roughly 13%, of Sysco. This merger is currently pending a regulatory review process by the Federal Trade Commission, which will likely take between six to nine months. We expect the transaction to close in the first quarter of fiscal 2015 . Under certain conditions, including lack of regulatory approval, Sysco would be obligated to pay $300 million to the owners of US Foods if the merger were cancelled.

We continue to generate substantial cash flows from operations and remain in a strong financial position, however our liquidity and capital resources can be influenced by economic trends and conditions that impact our results of operations. Uncertain economic conditions and uneven levels of consumer confidence and the resulting pressure on consumer disposable income have lowered our sales growth and impacted our cash flows from operations. Competitive pressures in a low growth environment have also lowered our gross margins, which in turn have caused our cash flows from operations to decrease. We believe our mechanisms to manage working capital, such as credit monitoring, optimizing inventory levels and maximizing payment terms with vendors, and our mechanisms to manage the items impacting our gross profits have been sufficient to limit a significant unfavorable impact on our cash flows from operations. We believe these mechanisms will continue to prevent a significant unfavorable impact on our cash flows from operations. As of December 28, 2013, we had $449.9 million in cash and cash equivalents, approximately 24% of which was held by our international subsidiaries generated from our earnings from international operations. If these earnings were transferred among countries or repatriated to the U.S., such amounts may be subject to additional tax obligations; however, we do not currently anticipate the need to relocate this cash.

We believe the following sources will be sufficient to meet our anticipated cash requirements for the next twelve months, while maintaining sufficient liquidity for normal operating purposes:

our cash flows from operations;

the availability of additional capital under our existing commercial paper programs, supported by our revolving credit facility, and bank lines of credit;

our ability to access capital from financial markets, including issuances of debt securities, either privately or under our shelf registration statement filed with the Securities and Exchange Commission (SEC).

Due to our strong financial position, we believe that we will continue to be able to effectively access the commercial paper market and long-term capital markets, if necessary. We believe our cash flows from operations will improve over the long-term due to benefits from our Business Transformation Project, initiatives to improve our working capital management and cash flows from the operations of US Foods once acquired.

Cash Flows

Operating Activities

We generated $458.2 million in cash flow from operations in the first 26 weeks of fiscal 2014, as compared to $386.8 million in the first 26 weeks of fiscal 2013. This increase of $71.4 million or 18.5%, was largely attributable to a favorable comparison on working capital. Also contributing to the increase in cash flow from operations were reduced tax payments, partially attributable to

nonrecurring payments that were applicable in fiscal 2013, and an increase in non-cash depreciation and amortization. Partially offsetting these favorable comparisons were greater payments for multiemployer pension withdrawal payments and a negative comparison on pension expense and contributions due to lower pension expense in the first 26 weeks of fiscal 2014 as compared to the first 26 weeks of fiscal 2013.

Changes in working capital, specifically accounts receivable, inventory and accounts payable, had a favorable comparison of $140.4 million on the comparison of cash flow from operations for the first 26 weeks of fiscal 2014 to the first 26 weeks of fiscal 2013. The greatest impact resulted from the favorable comparison on inventories. Both periods were affected by increases in accounts receivable and inventory. Due to normal seasonal patterns, sales were slower during the last month of the second quarter as compared to the last month of the fiscal year, and sales to multi-unit customers and school districts represented a larger percentage of our sales at the end of each first 26 week period as compared to the end of each prior fiscal year. Payment terms for these types of customers are traditionally longer than average. Historically, we have experienced elevated inventory levels during the holiday period that occurs at the end of the second quarter. Sales in the last weeks of the quarter are at lower volumes due to the holiday period, causing an increase in inventory levels. In addition, purchasing levels are typically increased at the end of the quarter in anticipation of increased sales volumes from the re-opening of schools after the holiday period. The change in accounts payable in both periods was affected by the factors discussed above, including the slower sales in the last month of the quarter and the increase in inventory levels. However, the year-over-year impact of the change in accounts receivable, inventories and accounts payable is favorable to cash flow from operations due to working capital improvements.

Investing Activities

Our capital expenditures in the first 26 weeks of fiscal 2014 primarily included facility replacements and expansions, fleet and warehouse equipment.

During the first 26 weeks of fiscal 2014, in the aggregate, we paid cash of $22.5 million for acquisitions made during fiscal 2014.

Free Cash Flow

Free cash flow represents net cash provided from operating activities less purchases of plant and equipment plus proceeds from sales of plant and equipment. Sysco considers free cash flow to be a non-GAAP liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchases and sales of buildings, fleet, equipment and technology, which may potentially be used to pay for, among other things, strategic uses of cash including dividend payments, share repurchases and acquisitions. We do not mean to imply that free cash flow is necessarily available for discretionary expenditures, however, as it may be necessary that we use it to make mandatory debt service or other payments. As a result of increased cash provided by operating activities and increased proceeds from sales of plant and equipment, partially offset by increased capital spending, free cash flow for the first 26 weeks of fiscal 2014 increased 64.4%, or $82.8 million, to $211.2 million as compared to the first 26 weeks of fiscal 2013.

Free cash flow should not be used as a substitute in assessing the company’s liquidity for the periods presented. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP. In the table that follows, free cash flow for each period presented is reconciled to net cash provided by operating activities.



	26-Week Period Ended Dec. 28, 2013		26-Week Period Ended Dec. 29, 2012		26-Week Period Change in Dollars		26-Week Period % Change
	(In thousands)
Net cash provided by operating activities (GAAP)	$	458,164	$	386,785	$	71,379	18.5	%
Additions to plant and equipment		(270,432)		(261,576)		(8,856)	(3.4)
Proceeds from sales of plant and equipment		23,480		3,229		20,251	627.2
Free Cash Flow (Non-GAAP)	$	211,212	$	128,438	$	82,774	64.4	%

Financing Activities

Equity Transactions

Proceeds from exercises of share-based compensation awards were $160.4 million in the first 26 weeks of fiscal 2014, as compared to $90.9 million in the first 26 weeks of fiscal 2013. The increase in proceeds in the first 26 weeks of fiscal 2014 was due to an increase in the number of options exercised in this period, as compared to the first 26 weeks of fiscal 2013. The level of option

exercises, and thus proceeds, will vary from period to period and is largely dependent on movements in our stock price and the time remaining before option grants expire.

Shares repurchased during the first 26 weeks of fiscal 2014 were 8,225,000 shares at a cost of $266.6 million, as compared to 4,675,200 shares at a cost of $143.5 million in the first 26 weeks of fiscal 2013. In August 2013, our Board of Directors approved the repurchase of up to 20,000,000 shares for an aggregate purchase price not to exceed $720 million. The authorization expires on August 23, 2015. There were no additional shares repurchased through January 25, 2014, resulting in a remaining authorization by our Board of Directors to repurchase up to 13,489,197 shares, based on the trades made through that date. Our share repurchase strategy is to purchase enough shares to keep our average shares outstanding relatively constant over time. We chose to repurchase more shares in the first 26 weeks of fiscal 2014, primarily in the first quarter, in anticipation of future stock option exercises. The number of shares we repurchase, if any, in the remainder of fiscal 2014 will be dependent on many factors, including the level of future stock option exercises as well as competing uses for available cash.

Dividends paid in the first 26 weeks of fiscal 2014 were $328.3 million, or $0.56 per share, as compared to $315.9 million, or $0.54 per share, in the first 26 weeks of fiscal 2013. In November 2013, we declared our regular quarterly dividend for the third quarter of fiscal 2014 of $0.29 per share, which was paid in January 2014 .

Debt Activity and Borrowing Availability

We have uncommitted bank lines of credit, which provide for unsecured borrowings for working capital of up to $95.0 million, of which none was outstanding as of December 28, 2013. There we re no borrowing s outstanding as of January 25, 2014.

Sysco and one of its subsidiaries, Sysco International, ULC, have a revolving credit facility supporting the company’s U.S. and Canadian commercial paper programs. The facility provides for borrowings in both U.S. and Canadian dollars. Borrowings by Sysco International, ULC under the agreement are guaranteed by Sysco, and borrowings by Sysco and Sysco International, ULC under the credit agreement are guaranteed by the wholly-owned subsidiaries of Sysco that are guarantors of the company’s senior notes and debentures. The original facility in the amount of $1,000.0 million expires on December 29, 2016, and the extended facility in the amount of $925.0 million expires on December 29, 2017, but is subject to further extension. There were $400.0 million of commercial paper issuances outstanding as of December 28, 2013. As of January 25, 2014, commercial paper issuances outstanding were $ 369.7 million. We utilize our commercial paper issuances for normal day-to-day operations which may cause outstanding issuances to vary.

During the 26 week period ended December 28, 2013, aggregate commercial paper issuances and short-term bank borrowings ranged from zero to approximately $ 769.5 million. During the first 26 weeks of fiscal 2014 and 2013, our aggregate commercial paper issuances and short-term bank borrowings had a weighted average interest rate of 0.16 % and 0.23%, respectively.

The company’s Irish subsidiary, Pallas Foods, has a multicurrency revolving credit facility, which provides for capital needs for the company’s European subsidiaries. In September 2013, the facility was extended and increased to €100.0 million (Euro). This facility provides for unsecured borrowings and expires September 24, 2014, but is subject to extension. Outstanding borrowings under this facility were €42.0 million (Euro) as of December 28, 2013 and € 42.0 million (Euro) as of January 25, 2014.

Included in current maturities of long-term debt as December 28, 2013 are the 4.6% senior notes totaling $200.0 million, which mature in March 2014. It is our intention to fund the repayment of these notes at maturity through cash on hand, cash flow from operations, issuances of commercial paper, senior notes or a combination thereof.

In August 2013, we entered into an interest rate swap agreement that effectively converted $500.0 million of fixed rate debt maturing in fiscal 2018 to floating rate debt. This transaction was entered into with the goal of reducing overall borrowing cost and increasing floating interest rate exposure. This swap was designated as a fair value hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.

In December 2013, we secured a commitment for an unsecured bridge facility in the amount of $3 . 3865 b illion in connection with our proposed merger with US Foods (discussed further under Trends and Strategy).

In January 2014, we entered into a $3.3865 billion bridge term loan agreement with multiple lenders. We may borrow up to $3.3865 billion in term loans on the closing date of the US Foods acquisition to fund the acquisition, refinance certain indebtedness of US Foods and pay related fees and expenses. The facility expires on March 8, 2015, but is subject to extension if regulatory approvals have not yet been obtained. Borrowings under the bridge term loan agreement are guaranteed by the same subsidiaries of Sysco that are guarantee the company’s revolving credit facility, and in certain circumstances may also be guaranteed by US Foods. We intend to issue permanent financing prior to closing of the transaction.

In January 2014, we entered into two forward starting swap agreements with notional amounts totaling of $2 .0 billion. We designated these derivatives as cash flow hedges of the variability in the cash outflows of interest payments on 10-year and 30-year debt forecasted to be issued in fiscal 2015 due to changes in the benchmark interest rates.

In January 2014, we extended and increased the size of the revolving credit facility described above that supports our U.S. and Canadian commercial paper programs. The facility was increased to $1 . 5 b illion with an expiration date of December 29, 2018, but is subject to further extension. The other terms and conditions of the extended facility are substantially the same.

Other Considerations

As discussed in Note 7, “Multiemployer Employee Benefit Plans,” we contribute to several multiemployer defined benefit pension plans based on obligations arising under collective bargaining agreements covering union-represented employees.

Under certain circumstances, including our voluntary withdrawal or a mass withdrawal of all contributing employers from certain underfunded plans, we would be required to make payments to the plans for our proportionate share of the multiemployer plan’s unfunded vested liabilities. We believe that one of the above-mentioned events is reasonably possible with certain plans in which we participate and estimate our share of withdrawal liability for these plans could be as much as $90.0 million as of December 28, 2013 and January 25, 2014, based on the latest available information as of each date. These estimates exclude plans for which we have recorded withdrawal liabilities or where the likelihood of the above-mentioned events is deemed remote. Due to the lack of current information, we believe our current share of the withdrawal liability could materially differ from this estimate.

As of December 28, 2013, June 29, 2013 and December 29, 2012, Sysco had approximately $1.5 million, $40.7 million and $14.0 million, respectively, in liabilities recorded related to certain multiemployer defined benefit plans for which Sysco’s voluntary withdrawal had already occurred.

Required contributions to multiemployer plans could increase in the future as these plans strive to improve their funding levels. In addition, pension-related legislation in the U.S. requires underfunded pension plans to improve their funding ratios within prescribed intervals based on the level of their underfunding. We believe that any unforeseen requirements to pay such increased contributions, withdrawal liability and excise taxes would be funded through cash flow from operations, borrowing capacity or a combination of these items.

In the first quarter of fiscal 2014, w e were made aware of certain alleged violations of California law relating to our use of drop sites in the delivery of products. We are cooperating fully with the investigation being conducted by authorities in California, but could be subject to fines and injunctive relief. Discussions with authorities in California are ongoing and our financial exposure cannot be estimated at this time.

Contractual Obligations

Our Annual Report on Form 10-K for the fiscal year ended June 29, 2013, contains a table that summarizes our obligations and commitments to make contractual future cash payments as of June 29, 2013. Since June 29, 2013 , there have been no material changes to our contractual obligations other than as described below .

The following table sets forth, as of December 28, 2013, certain information concerning our obligations and commitments to make contractual future payments:



	Payments Due by Period
	Total		< 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(In thousands)
Unrecorded Contractual Obligations:
Purchase obligations (1)	$	4,358,160	$	2,941,569	$	1,359,811	$	56,763	$	17
US Foods merger consideration (2)		5,200,000		5,200,000		-		-		-


(1 )	For purposes of this table, purchase obligations include agreements for purchases of product in the normal course of business, for which all significant terms have been confirmed, including minimum quantities resulting from our category management initiative. As we progress with this initiative, our purchase obligations are increasing. Such amounts included in the table above are based on estimates. Purchase obligations also includes amounts committed with various third party service providers to provide information technology services for periods up to fiscal 2016, fixed electricity agreements and fixed fuel purchase commitments. Purchase obligations exclude full requirements electricity contracts where no stated minimum purchase volume is required.
(2)	In the second quarter of fiscal 2014, the company announced an agreement to merge with US Foods. Sysco has agreed to pay approximately $3.5 billion for the equity of US Foods, comprising $3 billion of Sysco common stock and $500 million of cash. As part of the transaction, Sysco will also assume or refinance US Foods' net debt, which is currently approximately $4.7 billion, bringing the total enterprise value to $8.2 billion. The table above includes the cash payment and the assumption or refinancing of US Foods’ net debt. The values noted above are as of the time of the merger agreement was announced in December 2013; the value of Sysco’s common stock and the amount of US Foods’ net debt will fluctuate. As such, the components of the transaction and total enterprise value noted above will not be finalized until the merger is consummated. Under certain conditions, including lack of regulatory approval, Sysco would be obligated to pay $300 million to the owners of US Foods if the merger were cancelled.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective or complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain . Sysco’s most critical accounting policies and estimates include those that pertain to the all o wance for doubtful accounts receivable, self-insurance programs, pension plans, income taxes, vendor consideration, accounting for business combinations and share-based compensation, which are described in Item 7 of our Annual Report on Form 10-K for the f iscal year ended June 29, 2013 .

Forward-Looking Statements

Certain statements made herein that look forward in time or express management’s expectations or beliefs with respect to the occurrence of future events are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements about:

Sysco’s ability to increase its sales and market share and grow earnings, and our plan to continue to explore appropriate opportunities to profitably grow market share and create shareholder value by expanding beyond our core business;

Sysco’s belief regarding the impact of an accounting standards update;

expectations regarding debt to be issued in fiscal 2015;

expectations regarding our future contributions to certain multiemployer pension plans and the probability that certain plans will undergo mass withdrawals;

our estimated share of withdrawal liability for certain multiemployer pension plans, and our belief that our current share of the withdrawal liability could materially differ from our estimate;

our plans and expectations related to the proposed merger with US Foods, including our expectations regarding the timing of the closing, expected capital expenditures related to the merger, and our expectation that the regulatory review by the Federal Trade Commission will likely take between six to nine months;

the impact of ongoing legal proceedings;

the impact of greater consumer confidence on certain industry trends, and the impact of general economic conditions on consumer confidence and our business;

our plans related to accelerating our locally-managed sales and mitigating ongoing gross margin pressures;

expectations regarding retirement-related costs for fiscal 2014;

expectations regarding costs we will incur in connection with the proposed merger, including costs related to pre-merger integration planning efforts;

expectations related to the five strategies that we have identified to help us achieve our mission and vision;

our expectation that at closing of the merger with US Foods, Sysco will have annual sales of approximately $65 billion;

our beliefs and expectations regarding the estimated annual synergies to be obtained by Sysco, as the combined company, and the expenses to achieve such synergies;

our plans and expectations regarding the implementation, timing, costs and benefits of our Business Transformation Project, including our intention to implement an update to the ERP system in February 2014, and to define a larger scale deployment schedule of the ERP system at a later date;

expectations related to the deployment of the ERP system to two additional locations by the end of the fiscal year;

Sysco’s belief regarding fiscal 2014 capital spending and expenses related to the Business Transformation Project;

our plans related to and the expected benefits of our cost transformation initiatives, including reducing our operating cost structure, improving our warehouse productivity, sales productivity and delivery activities, and reducing general and administrative expenses;

our expectations regarding and the anticipated benefits of our category management initiative, including the lowering of our total product costs and the alignment of our product assortment with customer demand;

our belief that opportunities exist to more effectively provide the products that our customers want, commit to greater volumes with our suppliers and create mutual benefits for all parties;

Sysco’s belief that procuring greater quantities with select vendors will result in reduced prices for our product purchases;

expectations regarding the launch of wave two categories related to our category management initiative;

expectations related to the reduction of our Broadline companies cost per case in fiscal 2014;

expectations regarding operating income and sales for our business segments over the long-term;

expectations regarding the allocation of cash generated from operations;

the impact of acquisitions and sales of assets and businesses on our liquidity, borrowing capacity, leverage ratios and capital availability;

Sysco’s anticipation that it will not need to relocate certain cash held by international subsidiaries;

the sufficiency of our mechanisms for managing working capital and competitive pressures, and our belief that these mechanisms will continue to prevent a significant unfavorable impact on our cash flow from operations;

Sysco’s ability to meet future cash requirements, including the ability to access debt markets effectively, and remain profitable;

Sysco’s ability to effectively access the commercial paper market and long-term capital markets;

Sysco’s belief that its cash flows from operations will improve over the long-term, and the factors impacting such improvement;

our intentions regarding the funding of the repayment of notes at maturity;

our intention to issue permanent financing prior to closing of merger with US Foods

Sysco’s belief regarding the source of funds to pay increased contributions to multiemployer pension plans, withdrawal liability and excise taxes; and

expectations related to our forward diesel fuel commitments.

These statements are based on management’s current expectations and estimates; actual results may differ materially due in part to the risk factors set forth below and those discussed in Part II, Item 1A of this Form 10-Q and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended Ju ne 29 , 201 3 :

periods of significant or prolonged inflation or deflation and their impact on our product costs and profitability;

risks related to volatility in the global economic environment, local market conditions and low consumer confidence, which can adversely affect our sales, margins and net income;

the risk that competition in our industry may adversely impact our margins and our ability to retain customers;

the risk that we may not be able to fully compensate for increases in fuel costs, and forward purchase commitments intended to contain fuel costs could result in above market fuel costs;

our ability to meet our long-term strategic objectives to grow the profitability of our business depends largely on the success of the Business Transformation Project, which has previously experienced delays and cost overages, and includes the risks that the project and its various components may not be successfully implemented, may not provide the anticipated benefits, may not prove cost effective, may require further adjustments to our timeline and our expense and capital expenditure guidance, and may have a material adverse effect on our liquidity and results of operations;

the risk that the actual cost of the ERP system may be greater or less than currently expected and continued delays in the execution of deployment may adversely affect our business and results of operations;

the risk that we may not realize anticipated benefits from our cost transformation initiatives efforts and the full anticipated benefits from our category management initiative;

the risk of interruption of supplies due to lack of long-term contracts, severe weather or more prolonged climate change, work stoppages or otherwise;

the potential impact of adverse publicity or lack of confidence in our products;

the potential impact on our operating income if sales to our independent restaurant customers continue to grow at a lower rate than sales to our large regional and national customers;

the risks related to dependence on large regional or national customers for our sales, including the impact of losing one of these large customers, and potential pressure to lower our prices;

difficulties in successfully entering and operating in international markets and complimentary lines of business;

the risk that we fail to comply with requirements imposed by applicable law or government regulations;

the potential impact of product liability claims;

the successful completion of acquisitions and integration of acquired companies, as well as the risk that acquisitions could require additional debt or equity financing and negatively impact our stock price or operating results;

our access to borrowed funds in order to grow and any default by us under our indebtedness that could have a material adverse impact on cash flow and liquidity;

our level of indebtedness and the terms of our indebtedness could adversely affect our business and liquidity position;

due to our reliance on technology, any technology disruption or delay in implementing new technology could have a material negative impact on our business;

the potential requirement to pay material amounts under our multiemployer defined benefit pension plans;

our funding requirements for our Retirement Plan may increase should financial markets experience future declines;

labor issues, including the renegotiation of union contracts and shortage of qualified labor;

the risk that a cybersecurity incident and other technology disruptions could negative impact our business and our relationships with customers; and

the risk that the anti-takeover benefits provided by our preferred stock may not be viewed as beneficial to stockholders.

For a more detailed discussion of factors that could cause actual results to differ from those contained in the forward-looking statements, see the risk factors discussion contained in Part II, Item 1A of this Form 10-Q and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 29, 2013 .

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risks consist of interest rate risk, foreign currency exchange rate risk, fuel price risk and investment risk. For a discussion on our exposure to market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risks” in our Annual Report on Form 10-K for the fiscal year ended June 29 , 201 3 . There have be en no sign ificant changes to our market risks since June 29, 2013 except as noted below.

Interest Rate Risk

At December 28, 2013 , there was $400.0 million of commercial paper issuances outstanding. Total debt as of December 28, 2013 was $ 3.2 billion, of which approximately 64 % was at fixed rates of interest, including the impact of our interest rate swap agreement s .

In August 2013, we entered into an interest rate swap agreement that effectively converted $500.0 million of fixed rate debt maturing in fiscal 2018 (the fiscal 2018 swap) to floating rate debt. In addition, prior to fiscal 2014 , we entered into an interest rate swap agreement that effectively converted $200 million of fixed rate debt maturing in fiscal 2014 (the fiscal 2014 swap) to floating rate debt. These transactions were entered into with the goal of reducing overall borrowing cost. The major risks from interest rate derivatives include changes in interest rates affecting the fair value of such instruments, potential increases in interest expense due to market increases in floating interest rates and the creditworthiness of the counterparties in such transactions. These transactions were designated as fair value hedges since the swaps hedge against the changes in fair value of fixed rate debt resulting from changes in interest rates.

As of December 28, 2013 , the fiscal 2014 swap was recognized as a n asset within t he consolidated balance sheet at fair value within prepaid expenses and other current assets of $ 0.9 million. The fixed interest rate on the hedged debt is 4.6 % and the floating interest rate on the swap is three-month LIBOR which resets quarterly. As of December 28, 2013 , the fiscal 201 8 swap was recognized as a n asset within t he consolidated balance sheet at fair value within other assets of $ 1.2 million. The fixed interest rate on the hedged debt is 5.25 % and the floating interest rate on the swap is six-month LIBOR which resets every six mo nths in arrears .

In January 2014, in contemplation of securing financing and hedging interest rate risk relating to our assumption or refinancing of US Foods Inc.’ net debt that will occur upon closing of the proposed merger (discussed in Note 12, “Acquisitions”), we entered into

two forward starting swap agreements with notional amounts totaling of $2 .0 billion. We designated these derivatives as cash flow hedges of the variability in the cash outflows of interest payments on 10-year and 30-year debt expected to be issued in fiscal 2015.

Fuel Price Risk

Due to the nature of our distribution business, we are exposed to potential volatility in fuel prices. The price and availability of diesel fuel fluctuates due to changes in production, seasonality and other market factors generally outside of our control. During both the first 26 weeks of fiscal 2014 and fiscal 2013 , fuel costs related to outbound deliveries represented approximatel y 0.7 % of sales .

We routinely enter into forward purchase commitments for a portion of our projected monthly diesel fuel requirements. As of December 28, 2013 , we had forward diesel fuel commitments totaling approximately $ 163.2 million thro ugh January 2015. T hese contracts will lock in the price of approximatel y 60% to 65% of our fuel purchase needs for the contracted periods at prices lower tha n the current market price for diesel for the remainder of fiscal 2014.

Item 4. Controls and Procedures

Sysco’s management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 28, 2013 . The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Sysco’s disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on the evaluation of our disclosure controls and procedures as of December 28, 2013 , our chief executive officer and chief financial officer concluded that, as of such date, Sysco’s disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 28, 2 01 3 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

The information set forth in this report should be read in conjunction with the risk factors set forth below and the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended June 29, 2013.

The closing and consummation of the merger with US Foods, Inc. (US Foods) is subject to regulatory approval and the satisfaction of certain conditions, and we cannot predict whether the necessary conditions will be satisfied or waived and the requisite regulatory approvals received.

The completion of the merger with US Foods is subject to regulatory approvals, including anti-trust approval, and customary conditions, including, without limitation:

the approval of the stockholders of US Foods;

the effectiveness of a registration statement on Form S-4 covering the shares of Sysco common stock to be issued to stockholders of US Foods;

the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

the accuracy of the representations and warranties in the merger agreement and compliance with the respective covenants of the parties, subject to certain qualifiers;

the absence of any law or injunction that prohibits the consummation of the merger;

the absence of certain governmental actions;

the absence of a material adverse effect on US Foods; and

the receipt by US Foods of a customary tax opinion with respect to the merger.

Sysco and US Foods may fail to secure the requisite approvals in a timely manner or on terms desired or anticipated, and the merger with US Foods may not close in the anticipated time frame, if at all. Sysco has no control over certain conditions in the merger agreement, and cannot predict whether such conditions will be satisfied or waived. Regulatory authorities may impose conditions on the completion of the merger or require changes to the terms of the transaction. Such conditions or changes may prevent the closing of the merger or cause the merger to be delayed, and delays may cause Sysco to incur additional, potentially burdensome transaction costs.

Sysco and US Foods may be required to accept certain remedies in order to obtain regulatory approval for the merger, and any such remedies could reduce the projected benefits of the merger and negatively impact the combined company .

The imposition of remedies as a condition to obtaining regulatory approval for the transaction could limit the revenues of the combined company and negatively impact the combined company . The potential remedies may negatively impact the projected benefits of the proposed merger, along with the business, financial condition and competitiveness of Sysco, as the combined company. Even if regulatory approval for the merger is obtained, any remedies could result in the total revenues of the combined post-merger entity being less than the combined historical revenues of Sysco and US Foods.

Termination of the merger agreement or failure to consummate the merger with US Foods could require Sysco to make a termination payment of $300 million, which could adversely impact Sysco’s stock price and would adversely impact Sysco’s liquidity and financial condition.

The merger agreement contains certain termination rights, including the right of either party to terminate the merger agreement if the merger has not occurred by March 8, 2015, subject to extension under certain circumstances. Furthermore, if the merger agreement is terminated due to a failure to obtain required antitrust approvals, in certain circumstances Sysco will be required to pay US Foods a termination fee of $300 million. The payment of such fee could have an adverse impact on our liquidity and financial condition. In addition, if the merger agreement is terminated, we may suffer other negative consequences. Our business may be negatively impacted by our management having focused its attention on acquiring US Foods instead of pursuing other advantageous business opportunities or plans. Furthermore, we will incur substantial expenses and costs related to the merger, whether or not it is consummated, including legal, accounting and advisory fees. Also, failure to consummate the merger may result in negative market reactions, and may have an adverse impact on Sysco’s stock price and future financial results.

Business uncertainties during the pendency of the proposed merger may adversely impact our current business operations and relationships with employees, vendors and customers.

Prospective suppliers, customers or other third parties may delay or decline to enter into agreements with us as a result of the uncertainties surrounding the proposed merger, and we may also lose current suppliers and customers as a result of these uncertainties. Furthermore, uncertainties as to the effect of the merger transaction may adversely impact employee morale, and impede our ability to retain key employees. The loss of key employees could impact our ability to successfully integrate the businesses of Sysco and US Foods and fully realize the anticipated benefits of the merger.

The pending merger and our current pre-merger integration planning efforts may divert resources from Sysco’s day-to-day operations and ongoing efforts related to other strategies and initiatives.

The pending merger and our current pre-merger integration planning efforts may divert our management’s attention from day-to-day business operations and the execution and pursuit of strategic plans and initiatives, including the initiatives related to our Business Transformation Project, which has and will continue to require a substantial amount of resources. The diversion of management attention from ongoing business operations and strategic efforts could result in performance shortfalls, which could adversely impact Sysco’s business and operations.

The integration of the businesses of Sysco and US Foods may be more difficult, costly or time consuming than expected, and the merger may not result in any or all of the anticipated benefits, including cost synergies.

The success of the merger between Sysco and US Foods, including the realization of the anticipated benefits, will depend, in part, on the ability of Sysco, as the combined company, to successfully integrate the businesses of Sysco and US Foods. Failure to effectively integrate the businesses could adversely impact the expected benefits of the merger, including cost synergies stemming from supply chain efficiencies, merchandising activities and overlapping general and administrative functions.

The integration of two large independent companies will be complex, and we will be required to devote significant management attention and incur substantial costs to integrate Sysco’s and US Foods’ business practices, policies, cultures and operations. The integration process could also result in the loss of key employees, and the disruption of each company’s ongoing businesses, which could materially impact the combined company’s future financial results.

Furthermore, during the integration planning process and after the closing of the merger, we may encounter additional challenges and difficulties, including those related to, without limitation, managing a larger combined company; streamlining supply chains, consolidating corporate and administrative infrastructures and eliminating overlapping operations; retaining our existing vendors and customers; unanticipated issues in integrating information technology, communications and other systems; and unforeseen and unexpected liabilities related to the merger or US Foods’ business. Delays encountered in the integration could adversely impact the business, financial condition and operations of the combined company.

We may not be able to retain some of US Foods’ vendors and customers after the proposed merger, which could negatively impact the anticipated benefits of the merger.

US Foods’ vendors or customers may have termination rights that are triggered upon completion of the merger, and such vendors or customers may decide to not renew their existing relationship with us, and may instead select one of our competitors. If we are unable to retain and maintain these vendor and customer relationships, then the business, financial condition and operations of Sysco, as the combined company, could be adversely impacted.

Consummation of the merger will require Sysco to incur significant additional indebtedness, which could adversely impact our financial condition and may hinder our ability to obtain additional financing and pursue other business and investment opportunities.

In connection with the merger, Sysco will assume or refinance all of US Foods’ outstanding debt, which was approximately $4.7 billion at the time the merger agreement was signed. The purchase price, as well as any refinancing of US Foods’ indebtedness, is expected to be financed with a combination of new debt and cash on Sysco’s balance sheet. Sysco has secured fully committed bridge financing.

Incurrence of additional indebtedness could have negative consequences, including increasing our vulnerability to adverse economic and industry conditions, and limiting our ability to obtain additional financing and implement and pursue strategic initiatives and opportunities. Additionally, if we do not achieve the expected benefits and cost savings from the merger with US Foods, or if the financial performance of Sysco, as the combined company, does not meet current expectations, then our ability to service the debt may be adversely impacted. Our credit ratings may also be impacted as a result of the incurrence of additional acquisition-related indebtedness. Currently, certain credit rating agencies have put us on watch for a potential downgrade.

The merger will dilute the ownership interests of Sysco’s existing stockholders .

At the time of the consummation of the proposed merger, Sysco will issue approximately 87 million shares, or roughly 13% of Sysco’s outstanding common stock after the transaction is completed. As a result, the ownership amounts of Sysco’s pre-merger shareholders will be diluted. Generally, dilution will impact a shareholder’s ownership percentage and ability to influence voting results, and will influence earnings per share, which may impact stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We made the following share repurchases during the second quarter of fiscal 20 14 :



ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased (1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
Month #1
September 29 – October 26	500,000	$	32.07	500,000	13,489,197
Month #2
October 27 – November 23	3,557		33.56	-	13,489,197
Month #3
November 24 – December 28	6,488		35.48	-	13,489,197

Total	510,045	$	32.13	500,000	13,489,197

(1)	The total number of shares purchased includes zero , 3,557 and 6,488 shares tendered by individuals in connection with stock option exercises in Month #1, Month #2 and Month #3, respectively.

On November 16, 2011, the Board approved the repurchase of 20,000,000 shares. In August 2013, our Board of Directors approved the repurchase of up to 20,000,000 shares for an aggregate purchase price not to exceed $720 million. The authorization expires on August 23, 2015. Pursuant to the repurchase programs, shares may be acquired in the open market or in privately negotiated transactions at the company’s discretion, subject to market conditions and other factors.

T he Board of Directors has authorized us to enter into agreements from time to time to extend our ongoing repurchase program to include repurchases during company announced “blackout periods” of such securities in compliance with Rule 10b5-1 promulgated under the Exchange Act.

Item 3. Defaults Upon Senior Securities

None

Item 4 . Mine Safety Disclosures

Not applicable

Item 5. Other Information

On Januar y 31, 20 14, Sysco Corporation ( Sysco) entered i nto Amendment No. 2 to its Credit Agreement with JPMorgan Chase Bank, N.A., as U.S. administrative agent and the lenders party thereto (the “Second Amendment”), which amends Sysco’s senior revolving credit facility that closed on December 29, 2011 (the Credit Facility). The Second Amendment increases the aggregate commitments of the lenders under the Credit Facility by $500 million to a total of $1.5 billion and extends the maturity date of the Credit Facility to December 29, 2018. The other terms and conditions of the Credit Facility are substantially the same. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.6 hereto and incorporated b y reference herein.

As previously disclosed, on December 8, 2013, Sysco Corporation entered into an Agreement and Plan of Merger (the Acquisition Agreement), among USF Holding Corp. (USF), Sysco, Scorpion Corporation I, Inc. and Scorpion Company II, LLC, which provides for, among other things and subject to the terms and conditions set forth therein, the acquisition (the Acquisition) by Sysco of all of the outstanding equity interests of USF.

On January 31, 2014, Sysco entered into a $3.3865 billion bridge term loan agreement (the Bridge Term Loan Agreement) with a syndicate of lenders (the Lenders) and Goldman Sachs Bank USA, as Administrative Agent. The Bridge Term Loan Agreement provides for a 364-day senior unsecured bridge credit facility (the Bridge Facility) pursuant to which, subject to the terms and conditions set forth therein, Sysco may borrow up to $3.3865 billion in term loans on the closing date of the Acquisition to fund the Acquisition, refinance certain indebtedness of USF and pay related fees and expenses.

Borrowings under the Bridge Facility will incur interest at (i) for ABR loans, a base rate equal to the highest of (x) the prime rate, (y) the federal funds rate plus 50 basis points and (z) the one-month LIBOR rate plus 100 basis points, plus an applicable rate of zero to 112.5 basis points based on Sysco’s debt rating and the duration of the loans outstanding under the Bridge Facility or (ii) for Eurodollar loans, the applicable LIBOR rate, plus an applicable rate of 75 to 212.5 basis points based on Sysco’s debt rating and the duration of the loans outstanding under the Bridge Facility. Sysco is also required to pay certain customary fees in connection with the Bridge Facility, including upfront, duration and ticking fees.

The availability of loans under the Bridge Term Loan Agreement is conditioned on, among other things and subject to certain exceptions, the consummation of the Acquisition pursuant to the Acquisition Agreement and the repayment of certain indebtedness of USF. The Lenders’ commitments to make loans under the Bridge Facility terminate on the earliest of (i) the consummation of the Acquisition (after giving effect to any borrowing of loans under the Bridge Term Loan Agreement), (ii) the termination of the Acquisition Agreement and (iii) March 8, 2015 (subject to extension to September 8, 2015 in certain circumstances).

The Bridge Term Loan Agreement contains representations and warranties, affirmative covenants, negative covenants and events of default that are customary for financings of this type and substantially based upon those applicable to Sysco’s existing revolving credit facility (as amended, the Existing Credit Facility), dated December 29, 2011, with such changes as are required to reflect the Acquisition or the nature of the Bridge Facility or that were otherwise agreed among the parties thereto. In particular, the Bridge Term Loan Agreement contains limitations on consolidations, mergers, sales of assets and the incurrence of certain liens.

Borrowings by Sysco under the Bridge Term Loan Agreement are guaranteed by the same subsidiaries of Sysco that are guarantors of the Existing Credit Facility, and in certain circumstances may also be guaranteed by USF. Borrowings will mature on the date that is 364 days from the Closing Date (as defined in the Bridge Term Loan Agreement) or , if such date is not a business day, then the immediately preceding business day. Sysco must prepay borrowings under the Bridge Facility (or, if prior to the funding thereof, reduce the Lenders’ commitments under the Bridge Facility) with the proceeds of certain equity and debt offerings and asset sales.

Neither Sysco nor any of its affiliates has any material relationship with any of the financial institutions party to the Bridge Term Loan Agreement, except certain of the lenders have a role in Sysco’s other credit facilities and certain of the lenders and their respective affiliates, have performed, and may in the future perform, for Sysco and its subsidiaries various commercial banking, investment banking, underwriting, trust and other financial advisory services, for which they have received, and will receive, customary fees and expenses.

The foregoing summary of certain material provisions of the Bridge Term Loan Agreement is subject to, and qualified in its entirety by reference to, all the provisions of the Bridge Term Loan Agreement , which is filed herewith as Exhibit 10.7.

Item 6. Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as a part of this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Sysco C orporation
	(Registrant)


	By	/s/ WILLIAM J. DELANEY
		William J. DeLaney
		President and Chief Executive Officer

Date: February 3 , 201 4


	By	/s/ ROBERT C. KREIDLER
		Robert C. Kreidler
		Executive Vice President and
		Chief Financial Officer

Date: February 3 , 201 4


	By	/s/ G. MITCHELL ELMER
		G. Mitchell Elmer
		Senior Vice President, Controller and
		Chief Accounting Officer

Date: February 3 , 201 4

EXHIBIT INDEX

Exhibits.


2 .1	—	Agreement and Plan of Merger, dated as of December 8, 2013, by and among Sysco Corporation, USF Holding Corp., Scorpion Corporation I, Inc. and Scorpion Company II, LLC, incorporated by reference to Exhibit 2.1 to Form 8-K filed on December 10, 2013 (File No. 1-6544).

3.1	—	Restated Certificate of Incorporation, incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended June 28, 1997 (File No. 1-6544).

3.2	—	Certificate of Amendment of Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(d) to Form 10-Q for the quarter ended January 1, 2000 (File No. 1-6544).

3.3	—	Certificate of Amendment to Restated Certificate of Incorporation increasing authorized shares, incorporated by reference to Exhibit 3(e) to Form 10-Q for the quarter ended December 27, 2003 (File No. 1-6544).

3.4	—	Form of Amended Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, incorporated by reference to Exhibit 3(c) to Form 10-K for the year ended June 29, 1996 (File No. 1-6544).

3.5	—	Amended and Restated Bylaws of Sysco Corporation dated November 16 , 20 11, incorporated by reference to Exhibit 3.5 to Form 10-Q for the quarter ended December 31, 2011 (File No. 1-6544) .

1 0 .1 # +	—	Stockholders Agreement, dated as of December 8, 2013, by and among Sysco Corporation, Clayton Dubilier & Rice LLC, Kohlberg, Kravis Roberts & Co. L.P. and the stockholders named therein.

1 0 . 2 †	—	Sysco Corporation 2013 Long-Term Incentive Plan, incorporated by reference to Exhibit 99.1 to Form S-8 filed on November 15, 2013 (File No. 1-6544).

1 0.3 † #	—	Form of Stock Option Grant Agreement issued to executive officers under the Sysco Corporation 2013 Long-Term Incentive Plan.

1 0.4 † #	—	Form of Restricted Stock Unit Award Agreement issued to executive officers under the 2013 Long-Term Incentive Plan.

1 0.5 † #	—	Form of Sysco Protective Covenants Agreement (RSU Grant) issued to executive officers Restricted Stock Unit Award Agreement issued under the 2013 Long-Term Incentive Plan.

1 0.6#	—	Amendment No. 2, dated as of January 31, 2014, to the Credit Agreement by and among Sysco Corporation, JPMorgan Chase Bank, N.A. and the lenders party thereto.

1 0.7#	—	364-Day Bridge Term Loan Agreement, dated January 31, 2014, among Sysco Corporation, the Guarantors party thereto, the Lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent.

1 2 .1#	—	Statement regarding Computation of Ratio of Earnings to Fixed Charges.

15.1#	—	Report from Ernst & Young LLP dated February 3, 2014 , re: unaudited financial statements.

15.2#	—	Acknowledgement letter from Ernst & Young LLP.

31.1#	—	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2#	—	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1#	—	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2#	—	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 . 1 #

—

The following financial information from Sysco Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2013 filed with the SEC on February 3 , 201 4 , formatted in XBRL includes: (i) Consolidated Balance Sheets as of December 28, 2013 , Ju ne 29 , 201 3 and December 29, 2012 , (ii) Consolidated Results of Operations for the thirteen and twenty-six week periods ended December 28, 2013 and December 29 , 201 2 , (iii) Consolidated Statements of Comprehensive Income for the thirteen and twenty-six week periods ended December 28, 2013 and December 29 , 201 2 , (iv) Consolidated Cash Flows for the twenty-six week periods ended December 28, 2013 and December 29 , 201 2 , and (v) the Notes to Consolidated Financial Statements.

_ __________

† Executive Compensation Arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.

# Filed herewith

+ Confidential treatment has been requested for certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED

[***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN

REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS

BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE

COMMISSION.

SYSCO CORPORATION STOCKHOLDERS AGREEMENT

Dated as of December 8, 2013

TABLE OF CONTENTS


		Page
ARTICLE I GOVERNANCE		3
1.1	Composition of the Board of Directors at the Closing	3
1.2	Continuing Composition of the Board of Directors	4
1.3	Objection to Investor Designee	5
1.4	No Adverse Action; Voting Agreement	6
1.5	Termination of Board Designation Rights	7
1.6	Information Rights	7
ARTICLE II TRANSFERS; STANDSTILL PROVISIONS		10
2.1	Transfer Restrictions	10
2.2	Standstill Provisions	12
ARTICLE III NON-COMPETITION; NON-SOLICIT		13
3.1	Non-Competition; Non-Solicit	13
3.2	Outside Activities	15
ARTICLE IV REPRESENTATIONS AND WARRANTIES		16
4.1	Representations and Warranties of the Investors	16
4.2	Representations and Warranties of CD&R	16
4.3	Representations and Warranties of KKR	17
4.4	Representations and Warranties of the Company	17
ARTICLE V REGISTRATION		18
5.1	Demand Registrations	18
5.2	Piggyback Registrations	20
5.3	Shelf Registration Statement	22
5.4	Withdrawal Rights	24
5.5	Holdback Agreements	24
5.6	Registration Procedures	25
5.7	Registration Expenses	30
5.8	Miscellaneous.	31
5.9	Registration Indemnification.	31
ARTICLE VI DEFINITIONS		34
6.1	Defined Terms	34
6.2	Interpretation	41

ARTICLE VII MISCELLANEOUS			42
7.1	Term		42
7.2	Notices		42
7.3	Investor Actions		43
7.4	Amendments and Waivers		44
7.5	Successors and Assigns		44
7.6	Severability		44
7.7	Counterparts		44
7.8	Entire Agreement		44
7.9	Governing Law; Jurisdiction; WAIVER OF JURY TRIAL		44
7.10	Specific Performance		45
7.11	No Third Party Beneficiaries		46
7.12	No Recourse		46

Schedules and Exhibits
Schedule I		Specified Entities
Exhibit A		Form of Joinder

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STOCKHOLDERS AGREEMENT, dated as of December 8, 2013 (this “Agreement”), among Sysco Corporation, a Delaware corporation (the “Company”), Clayton, Dubilier & Rice, LLC (“CD&R”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and each of the stockholders whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(i) hereof.

W I T N E S S E T H :

WHEREAS, on the date hereof, the Company, USF Holding Corp., a Delaware corporation (“ Unicorn ”), Scorpion Corporation I, Inc., a Delaware corporation (“ Merger Sub One ”) and Scorpion Company II, LLC, a Delaware limited liability company (“ Merger Sub Two ”) intend to enter into an Agreement and Plan of Merger (as it may be amended from time to time, the “ Merger Agreement ”) pursuant to which, among other things, Merger Sub One will be merged with and into Unicorn, followed by a merger of Unicorn with and into Merger Sub Two (the “ Merger ”), with Merger Sub Two continuing as the surviving company and a wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, pursuant to and subject to the terms and conditions of the Merger Agreement, each share of outstanding common stock of Unicorn, par value $0.01 per share (the “ Unicorn Common Stock ”) shall be converted in the Merger into (i) shares of common stock, par value $1.00 per share, of the Company (the “ Company Common Stock ”) and/or (ii) cash, on the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, pursuant to and subject to the terms and condi tions of the Merger Agreement, in connection with the Merger, the Investors (as defined below) are expected to receive shares of Company Common Stock (the shares of Company Common Stock received by the Investors in the Merger, the “ Shares ”) representing, in the aggregate, approximately 13% of the Company’s outstanding shares, after giving effect to the issuance of such Shares; and

WHEREAS, each of the parties hereto wishes to set forth in this Agreement certain terms and conditions regarding the Investors’ ownership of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

GOVERNANCE

1.1 Composition of the Board of Directors at the Closing . On or prior to the date of the Closing, (i) the Company’s board of directors (the “Board”) shall take (or has taken) all action necessary and appropriate (including by amending the bylaws of the Company, if necessary) to cause the number of directors on the Board to be increased by two and (ii) the Board shall appoint (1) Richard J. Schnall as the initial CD&R Investor Designee and (2) Michael Calbert as the initial KKR Investor Designee to the Board.

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1.2 Continuing Composition of the Board of Directors .

(a) Following the Closing, subject to the other provisions of this Section 1.2, including Section 1.2(b) and Section 1.3, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors, including the CD&R Investor Designee and/or the KKR Investor Designee) to cause the stockholders to elect to the Board a slate of directors which includes (i) prior to a CD&R Investor Rights Termination Event, one CD&R Investor Designee and (ii) prior to a KKR Investor Rights Termination Event. one KKR Investor Designee).

(b) Upon reasonable prior written notice by the Company, the CD&R Investors and the KKR Investors shall notify the Company of the identity of the proposed CD&R Investor Designee and KKR Investor Designee, respectively, in writing, on or before the time such information is reasonably requested by the Board or the Corporate Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about the proposed CD&R Investor Designee or KKR Investor Designee, as applicable, as shall be reasonably requested by the Board or the Corporate Governance and Nominating Committee and of the type of information requested by the Board or the Corporate Governance and Nominating Committee of any other person nominated for election to the Board (including, at a minimum, any information regarding the proposed CD&R Investor Designee or KKR Investor Designee, as applicable, to the extent required by applicable securities laws or for any other person nominated for election to the Board).

(c) Subject to Section 1.2(b) and Section 1.3, so long as no CD&R Investor Rights Termination Event has occurred in the event of the death, disability, removal or resignation of the CD&R Investor Director the Board will promptly appoint as a replacement CD&R Investor Director, the CD&R Investor Designee designated by CD&R to fill the resulting vacancy, and such individual shall then be deemed a CD&R Investor Director for all purposes hereunder; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, without limiting the rights of CD&R under this Section 1.2 with respect to subsequent annual or special meetings of the stockholders of the Company at which directors are to be elected to the Board, neither the Company nor the Board shall be under any obligation to appoint any CD&R Investor Director to the Board in the event of the failure of a CD&R Investor Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such CD&R Investor Designee stood for election but was nevertheless not elected. So long as no CD&R Investor Rights Termination Event has occurred, the Board will not remove the CD&R Investor Director without the prior written consent of CD&R, unless the CD&R Investor Director is no longer eligible for designation as a member of the Board pursuant to Section 1.3.

(d) Subject to Section 1.2(b) and Section 1.3, so long as no KKR Investor Rights Termination Event has occurred in the event of the death, disability, removal or resignation of the KKR Investor Director the Board will promptly appoint as a replacement KKR Investor Director the KKR Investor Designee designated by KKR to fill the resulting vacancy, and such

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individual shall then be deemed a KKR Investor Director for all purposes hereunder; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary contained herein, without limiting the rights of KKR under this Section 1.2 with respect to subsequent annual or special meetings of the stockholders of the Company at which directors are to be elected to the Board, neither the Company nor the Board shall be under any obligation to appoint any KKR Investor Director to the Board in the event of the failure of a KKR Investor Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such KKR Investor Designee stood for election but was nevertheless not elected. So long as no KKR Investor Rights Termination Event has occurred, the Board will not remove the KKR Investor Director without the prior written consent of KKR, unless the KKR Investor Director is no longer eligible for designation as a member of the Board pursuant to Section 1.3.

(e) The Company will at all times provide the CD&R Investor Director (in his or her capacity as a member of the Board) and the KKR Investor Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such obligations to indemnify or advance expenses to the CD&R Investor Director or the KKR Investor Director, as applicable, in his or her capacity as such, for the matters covered by such indemnification obligations shall be the primary source of indemnification and advancement of such CD&R Investor Director and KKR Investor Director, as applicable, in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such CD&R Investor Director or KKR Investor Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such CD&R Investor Director or KKR Investor Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to the CD&R Investor Director or KKR Investor Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “ Unpaid Indemnitee Amounts ”), and any Investor Indemnitor makes any payment to such CD&R Investor Director or KKR Investor Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such CD&R Investor Director or KKR Investor Director, as applicable, under this Agreement in respect of such Unpaid Indemnitee Amounts.

1.3 Objection to Investor Designee . Notwithstanding the provisions of this Article I, the CD&R Investors will not be entitled to designate any CD&R Investor Designee (or, for the avoidance of doubt, any CD&R Investor Director), and the KKR Investors will not be entitled to designate any KKR Investor Designee (or, for the avoidance of doubt, any KKR Investor Director) to, the Board pursuant to this Article I in the event that the Board reasonably determines that (i) the election of such CD&R Investor Designee or such KKR Investor Designee, as applicable, to the Board would cause the Company to not be in compliance with Applicable Law, (ii) such CD&R Investor Designee or such KKR Investor Designee, as applicable, has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act or is subject to any order, decree or judgment of any Governmental Authority prohibiting service as a director of any public company or (iii) such CD&R Investor Designee or such KKR Investor Designee, as applicable, is not reasonably acceptable to the Board or Corporate Governance and Nominating Committee. In any such case

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described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the CD&R Investors or the KKR Investors, as applicable, will withdraw the designation of such proposed CD&R Investor Designee or KKR Investor Designee, as applicable, and, so long as no CD&R Investor Rights Termination Event or KKR Investor Rights Termination Event has occurred, as applicable, be permitted to designate a replacement therefor (which replacement CD&R Investor Designee or KKR Investor Designee, as applicable, will also be subject to the requirements of this Section 1.3).

1.4 No Adverse Action; Voting Agreement .

(a) Until the occurrence of any CD&R Investor Rights Termination Event or KKR Investor Rights Termination Event, as applicable, without the prior consent of the CD&R Investors or the KKR Investors, as applicable, except as required by Applicable Law, the Company shall not take any action to cause the amendment of its charter or bylaws such that any of the CD&R Investors’ rights or the KKR Investors’ rights, respectively, under this Article I would not be given full effect; provided , that, for the avoidance of doubt, the foregoing shall not prohibit any increase or decrease in the size of the Board to the extent such decrease does not affect the CD&R Investors’ or the KKR Investors’ rights to designate a CD&R Investor Designee or KKR Investor Designee, respectively, to the Board.

(b) Until six months after the date (i) with respect to the CD&R Investors’ obligations hereunder, there is no CD&R Investor Director serving as a director on the Board (and the CD&R Investors either no longer having any rights under this Article I to designate any CD&R Investor Designee to serve on the Board or irrevocably waiving any such rights), and (ii) with respect to the KKR Investors’ obligations hereunder, no KKR Investor Director serving as a director on the Board (and the KKR Investors either no longer having any rights under this Article I to designate any KKR Investor Designee to serve on the Board or irrevocably waiving any such rights), each CD&R Investor and KKR Investor, respectively, agrees to cause each Voting Security Beneficially Owned by it to be voted by proxy (returned sufficiently in advance of the deadline for proxy voting for the Company to have the reasonable opportunity to verify receipt) mailed to the stockholders of the Company in connection with the solicitation of any proxy (including, if applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company): (x) in favor of all those persons nominated to serve as directors of the Company by the Board or the Corporate Governance and Nominating Committee and (y) with respect to any other action, proposal or other matter to be voted upon by the stockholders of the Company (including through action by written consent), in accordance with the recommendation of the Board; provided , however , that following the occurrence of a CD&R Investor Rights Termination Event pursuant to clause (i) of the definition of such term, this Section 1.4(b) shall immediately cease to apply to the CD&R Investors upon such date as there is no CD&R Investor Director serving as a director on the Board, and following the occurrence of a KKR Investor Rights Termination Event pursuant to clause (i) of the definition of such term, this Section 1.4(b) shall immediately cease to apply to the KKR Investors upon such date as there is no KKR Investor Director serving as a director on the Board .

1.5 Termination of Rights .

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(a) Immediately upon the occurrence of any CD&R Investor Rights Termination Event, all obligations of the Company with respect to CD&R and any CD&R Investor Director or CD&R Investor Designee pursuant to this Article I shall forever terminate and, unless otherwise consented to by a majority of the members of the Board (in each case, excluding the CD&R Investor Director), CD&R shall cause the CD&R Investor Director to immediately resign from the Board.

(b) Immediately upon the occurrence of any KKR Investor Rights Termination Event, all obligations of the Company with respect to KKR and any KKR Investor Director or KKR Investor Designee pursuant to this Article I shall forever terminate and, unless otherwise consented to by a majority of the members of the Board (in each case, excluding the KKR Investor Director), KKR shall cause the KKR Investor Director to immediately resign from the Board.

1.6 Information Rights ; Committees .

(a) Subject to Section 1.6(b), prior to a CD&R Investor Rights Termination Event or a KKR Investor Rights Termination Event, as applicable, (i) the Company and its subsidiaries will prepare and provide, or cause to be prepared and provided, to the CD&R Investor Director or KKR Investor Director (in each case in his or her capacity as such), if any, any information, and access to any information, relating to the management, operations and finances of the Company and its subsidiaries as and when provided to non-management Directors of the Company and (ii) the Company and its subsidiaries will give notice of each meeting of any committee of the Board (at the same time such notice is provided to any committee member) to the CD&R Investor Director and the KKR Investor Director, provide all information provided to members of each such committee simultaneously to the CD&R Investor Director and the KKR Investor Director and permit the CD&R Investor Director and the KKR Investor Director to attend all such committee meetings as an observer.

(b) In furtherance of and not in limitation of any other similar agreement such party or any of its Representatives or Affiliates may have with the Company or its subsidiaries or Unicorn or its affiliates, each of the Investors hereby agrees that all Confidential Information with respect to the Company, its subsidiaries and its and their businesses, finances and operations shall be kept confidential by it and shall not be disclosed by it in any manner whatsoever, except as permitted by this Section 1.6(b). Any Confidential Information may be disclosed:

(i) by an Investor (w) to each other Investor and each other Investor’s respective directors, managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof), but only for so long as both a CD&R Investor Director and a KKR Investor Director serve as directors on the Board, (x) to any of its Affiliates, (y) to such Investor’s or such Affiliate’s respective directors, managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) and (z) in the case of any Investor that is a limited partnership, limited liability company or other investment vehicle, to any current or prospective direct or indirect general partner, limited partner, member, equityholder or management company of such Investor or any former direct or indirect general partner, limited partner, member, equityholder or management company which retained an economic interest in such Investor (or any

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employee, attorney, accountant, consultant, banker or financial advisor or representative of any of the foregoing) (each of the Persons described in clause (z), collectively, “ Investor Related Persons ” and each of the Persons described in clauses (x), (y) and (z) (but, for the avoidance of doubt, not those described in clause (w)), collectively, for purposes of this Section 1.6(b) and the definition of Confidential Information, “ Representatives ”), in each case, solely if and to the extent any Representative needs to be provided such Confidential Information to assist such Investor (as the case may be) (or its Affiliates or, in the case of the Investors, any Investor Related Persons, as applicable) in evaluating or reviewing its existing or prospective direct or indirect investment in the Company, including in connection with the disposition thereof, and each Representative of an Investor shall be deemed to be bound by the provisions of this Section 1.6(b) ( provided , that with respect to Investor Related Persons, such Persons shall instead be deemed to be bound by any confidentiality agreement or obligation to which such Person is a party or is otherwise bound, which has restrictions substantially similar to this Section 1.6(b)) and such Investor shall be responsible for any breach of this Section 1.6(b) (or such other agreement or obligation, as applicable) by any such Representative;

(ii) by an Investor or any of its Representatives to the extent the Company consents in writing;

(iii) by an Investor or any Investor Related Person or any of their respective Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided , that such Transferee agrees to be bound by the provisions of this Section 1.6(b) (or a confidentiality agreement having restrictions substantially similar to this Section 1.6(b)) and such Investor shall be responsible for any breach of this Section 1.6(b) (or such confidentiality agreement) by any such Transferee and, in any case, such Investor shall remain liable for any breach of any such provisions by such Transferee; and

(iv) by any Investor or any Investor Related Person or any of their respective Representatives or any Person referred to in clause (i)(w) above to the extent that such Investor, Investor Related Person, Representative or Person referred to in clause (i)(w) above has received advice from its counsel (including in-house counsel) that it is legally compelled to do so or is required to do so to comply with Applicable Law or legal process or Governmental Authority request or the rules of any securities exchange or the rules and regulations of any SRO; provided , that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information to the extent permitted by Applicable Law, including, to the extent reasonably practicable and permitted by Applicable Law, (A) consulting with the Company regarding such disclosure and (B) if reasonably requested by the Company, assisting the Company, at the Company’s expense, in seeking a protective order to limit the scope of or prevent the requested disclosure; provided , further , that such Investor, Investor Related Person, Representative or Person referred to in clause (i)(w) above, as the case may be, uses reasonable best efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Authority or as is, based on the advice of its counsel (including in-house counsel), legally required or compelled.

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Notwithstanding anything to the contrary herein, (i) without limiting any such KKR Investor Director’s fiduciary duties under Applicable Law, and subject to Section 3.2, each of the parties hereto hereby consents to the KKR Investor Director sharing any information such KKR Investor Director (in his or her capacity as such) receives from the Company with officers, directors, members, employees, attorneys, accountants, consultants, bankers and financial advisors of KKR, the KKR Investors, the KKR Investment Funds and their respective Affiliates (other than any portfolio companies thereof) in each case, who shall agree to be bound by the provisions of this Section 1.6(b) (or to be bound by any confidentiality agreement or obligation to which such Person is a party or is otherwise bound, which has restrictions substantially similar to this Section 1.6(b)) (and KKR shall also remain responsible for any breach of such provisions, or such other agreements or obligations, as applicable, by any such Person), for the internal use by KKR, the KKR Investors, the KKR Investment Funds and such Affiliates of any such information, subject, however, to (x) KKR, the KKR Investors, the KKR Investment Funds and their respective Affiliates maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of Applicable Law and (y) compliance by KKR, the KKR Investors, the KKR Investment Funds and their respective Affiliates with the confidentiality provisions set forth in this Section 1.6(b) and (ii) without limiting any such CD&R Investor Director’s fiduciary duties under Applicable Law, and subject to Section 3.2, each of the parties hereto hereby consents to the CD&R Investor Director sharing any information such CD&R Investor Director (in his or her capacity as such) receives from the Company with officers, directors, members, employees, attorneys, accountants, consultants, bankers and financial advisors of CD&R, the CD&R Investors, the CD&R Investment Funds and their respective Affiliates (other than any portfolio companies thereof) in each case, who shall agree to be bound by the provisions of this Section 1.6(b) (or to be bound by any confidentiality agreement or obligation to which such Person is a party or is otherwise bound, which has restrictions substantially similar to this Section 1.6(b)) (and CD&R shall also remain responsible for any breach of such provisions, or such other agreements or obligations, as applicable, by any such Person), for the internal use by CD&R, the CD&R Investors, the CD&R Investment Funds and such Affiliates of any such information, subject, however, to (x) CD&R, the CD&R Investors, the CD&R Investment Funds and their respective Affiliates maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of securities of the Company in violation of Applicable Law and (y) compliance by CD&R, the CD&R Investors, the CD&R Investment Funds and their respective Affiliates with the confidentiality provisions set forth in this Section 1.6(b).

ARTICLE II

TRANSFERS; STANDSTILL PROVISIONS

2.1 Transfer Restrictions .

(a) Other than solely in the case of a Permitted Transfer, no Investor shall Transfer any Shares prior to the date that is fifteen (15) months after the Closing (such period, the “ Restricted Period ”).

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(b) “ Permitted Transfers ” mean, in each case, so long as such Transfer is in accordance with Applicable Law and, solely in the case of sub-clause (i) below, any such Transfer would not result in the CD&R Investors or the KKR Investors exceeding the CD&R Ownership Limit or the KKR Ownership Limit, respectively:

(i) a Transfer to a Permitted Transferee of the applicable Investor, so long as such Permitted Transferee, in connection with such Transfer, executes a joinder to this Agreement in the form attached as Exhibit A hereto, in which such Permitted Transferee agrees to be a “CD&R Investor,” in the case of a Transfer by a CD&R Investor or a “KKR Investor,” in the case of a Transfer by a KKR Investor; or

(ii) a Transfer solely to tender into a tender or exchange offer commenced by a third party (for the avoidance of doubt, not in violation of this Agreement) or by the Company; provided , that with respect to an unsolicited tender or exchange offer commenced by a third party, such Transfer shall be permitted only if (A) such tender or exchange offer includes an irrevocable minimum tender condition of no less than a majority of the then-outstanding shares of Company Common Stock and (B) as of the expiration of such offer (x) no stockholder rights plan or analogous “poison pill” of the Company is in effect or (y) the Board has affirmatively publicly recommended to the Company’s stockholders that such stockholders tender into such offer and has not publicly withdrawn or changed such recommendation.

(c) Notwithstanding anything to the contrary contained herein, including Article V hereof and the expiration or inapplicability of the Restricted Period, no Investor shall Transfer any Voting Securities:

(i) other than in accordance with all Applicable Laws and the other terms and conditions of this Agreement;

(ii) except in a Permitted Transfer, in one or more transactions in which any Person or Group, to such Investor’s knowledge, after giving effect to such Transfer, would Beneficially Own 5% or more of the Total Voting Power or the Total Economic Interest; provided that the restriction in this clause (ii) shall not apply to Transfers effected solely through a bona fide Underwritten Offering pursuant to an exercise of the registration rights provided in Article V of this Agreement; or

(iii) except in a Permitted Transfer, on any given day in an amount (in aggregate for the CD&R Investors and their Affiliates, or the KKR Investors and their Affiliates, respectively), greater than 5% of the average daily trading volume of Company Common Stock for the 20-trading day period immediately preceding the date of such Transfer (the “ Volume Limitation ”); provided , that the Volume Limitation shall not apply to Transfers effected through an offering of Registrable Securities pursuant to an exercise of the registration rights provided in Article V of this Agreement.

(d) Without limiting any other provision of this Article II, prior to the expiration of any Restricted Period with respect to any Investor, the CD&R Investors and the KKR

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Investors will discuss with the Company their contemplated plans for the orderly disposition, in accordance with the Volume Limitation, of Voting Securities by such Investor.

(e) Any Transfer or attempted Transfer of Voting Securities in violation of this Section 2.1 shall, to the fullest extent permitted by law, be null and void ab initio , and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company.

(f) With respect to any KKR Investor or CD&R Investor, any certificates for Shares shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) referencing restrictions on Transfer of such Shares under the Securities Act and under this Agreement, which legend shall state in substance:

“The securities evidenced by this certificate may not be offered or sold, transferred, pledged, hypothecated or otherwise disposed of except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “ Securities Act ,” (ii) to the extent applicable, pursuant to Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities), or (iii) pursuant to an available exemption from registration under the Securities Act.

The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Stockholders Agreement dated as of December 8, 2013, among the Company and certain other parties thereto (a copy of which is on file with the Secretary of the Company).”

(g) Notwithstanding the foregoing subsection (f), the holder of any certificate(s) for Shares shall be entitled to receive from the Company new certificates for a like number of Shares not bearing such legend (or the elimination or termination of such notations or arrangements) upon the request of such holder (i) at such time as such restrictions are no longer applicable, and (ii) with respect to the restriction on Transfer of such Shares under the Securities Act or any other applicable Foreign or State Act, unless such Shares are sold pursuant to a registration statement, subject to delivery of an opinion of counsel to such holder, which opinion is reasonably satisfactory in form and substance to the Company and its counsel, that the restriction referenced in such legend (or such notations or arrangements) is no longer required in order to ensure compliance with the Securities Act or any such other applicable Foreign or State Act.

2.2 Standstill Provisions .

(a) During the Standstill Period, the KKR Investors, the CD&R Investors, KKR and CD&R shall not, directly or indirectly, and shall not permit any of their Controlled Affiliates, directly or indirectly, to, and neither CD&R nor KKR shall permit any CD&R Investment Fund or KKR Investment Fund, respectively, directly or indirectly, to (i) acquire, agree to acquire, propose or offer to acquire, or facilitate the acquisition or ownership of, Voting Securities, or securities of the Company that are convertible, exchangeable or exercisable into

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Voting Securities, other than (A) as a result of any stock split, stock dividend or subdivision of Voting Securities or (B) any acquisition of shares of Company Common Stock by any CD&R Non ‑Private Equity Business or KKR Non-Private Equity Business, so long as after giving effect to such acquisition, all CD&R Non ‑Private Equity Businesses, in the aggregate, or KKR Non-Private Equity Businesses, in the aggregate, respectively, would each Beneficially Own less than 5% of the Total Voting Power and the Total Economic Interest, (ii) deposit any Voting Securities into a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement or other Contract (other than solely between (x) the CD&R Investors, CD&R and the CD&R Investment Funds or (y) the KKR Investors, KKR and the KKR Investment Funds, and, in the case of each of the foregoing (x) and (y), their respective Controlled Affiliates), or grant any proxy with respect to any Voting Securities (other than (A) pursuant to Section 1.4(b) or (B) otherwise to the Company or a Person specified by the Company in a proxy card provided to stockholders of the Company by or on behalf of the Company, (iii) enter, agree to enter, propose or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary transaction involving the Company or any of its subsidiaries (unless (1) such transaction is affirmatively publicly recommended by the Board and there has otherwise been no breach of this Section 2.2 in connection with or relating to such transaction or (2) such action is expressly permitted by Section 2.1(c)(ii)), (iv) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Commission) to vote, or advise or knowingly influence any Person with respect to the voting of, any Voting Securities, (v) call, or seek to call, a meeting of the stockholders of the Company or initiate any stockholder proposal for action by stockholders of the Company, (vi) form, join or in any way participate in a Group (other than with its Permitted Transferee that is bound by the restrictions of this Section 2.2(a) or a Group which consists solely of any of CD&R, any CD&R Investment Fund and the CD&R Investors, or of KKR, any KKR Investment Fund, the KKR Investors and, in each case, their respective Controlled Affiliates), with respect to any Voting Securities, (vii) otherwise act, alone or in concert with others, to seek to Control or influence the management or the policies of the Company ( provided , that this clause (vii) shall in no way limit the activities of any CD&R Investor Director or any KKR Investor Director taken in good faith solely in his or her capacity as a director of the Company), (viii) publicly disclose any intention, plan, arrangement or other Contract prohibited by, or inconsistent with, the foregoing or (ix) advise or knowingly assist or encourage or enter into any discussions, negotiations, agreements, or arrangements or other Contracts with any other Persons in connection with the foregoing. The CD&R Investors, the KKR Investors, CD&R and KKR further agree that, during the Standstill Period, the CD&R Investors, the KKR Investors, CD&R and KKR shall not, directly or indirectly, and shall not permit any of their Controlled Affiliates, directly or indirectly, to, and neither of CD&R or KKR shall permit any CD&R Investment Fund or KKR Investment Fund, respectively, directly or indirectly, to (x) request the Company to amend or waive any provision of this Section 2.2 (including this sentence) or (y) take any action that would reasonably be expected to require the Company to make a public announcement regarding the possibility of a business combination, merger or other type of transaction or matter described in this Section 2.2; provided , that this clause (y) shall in no way limit the activities of any CD&R Investor Director or any KKR Investor Director taken in good faith solely in his or her capacity as a director of the Company.

(b) “ Standstill Period ” shall mean, with respect to each of (i) CD&R and the CD&R Investors and (ii) KKR and the KKR Investors, from the Closing Date until the date that is

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the later of (x) the date on which either CD&R and the CD&R Investors (with respect to CD&R) or KKR and the KKR Investors (with respect to KKR) Beneficially Own 25% or less of the Shares Beneficially Owned by such Persons as of immediately following the Closing and (y) one year after the date on which, with respect to CD&R, the CD&R Investor Director ceases to serve as a director on the Board or, with respect to KKR, the date on which the KKR Investor Director ceases to serve as a director on the Board, (and such CD&R Investors or KKR Investors, respectively, either no longer have any rights under Article I to designate any Investor Designee to serve on the Board or have irrevocably waived any such rights). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, at all times during the Standstill Period, each of (A) CD&R and the CD&R Investors and (B) KKR and the KKR Investors agree that their Beneficial Ownership, on a fully diluted basis, of Voting Securities or securities of the Company that are convertible, exchangeable or exercisable into Voting Securities, shall not exceed the CD&R Ownership Limit or the KKR Ownership Limit, respectively.

ARTICLE III

NON-COMPETITION; NON-SOLICIT

3.1 Non-Competition; Non-Solicit .

(a) In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, each of Clayton, Dubilier & Rice Fund VII, L.P. and CD&R Parallel Fund VII, L.P. hereby covenants and agrees that, from the Closing Date and until the date that is three (3) years after the date of the Closing, such Persons shall not own, manage or operate, or participate in, or benefit from, the ownership, management or operation of, or have any Beneficial Ownership interest in, any Specified Entity.

(b) In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, each of KKR 2006 Fund L.P. and KKR Partners III, L.P. hereby covenants and agrees that, from the Closing Date and until the date that is three (3) years after the date of the Closing, such Persons shall not own, manage or operate, or participate in, or benefit from, the ownership, management or operation of, or have any Beneficial Ownership interest in, any Specified Entity.

(c) In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, from the Closing Date and until a KKR Investor Rights Termination Event, (i) each of KKR and KKR 2006 Fund L.P. hereby covenants and agrees that such Investor will establish and maintain adequate procedures to prevent Confidential Information with respect to the Company, its subsidiaries and its and their businesses, finances and operations from being disclosed to investment professionals of such Investor (whether or not such Persons are engaged in the private equity business or the KKR Non-Private Equity Business) in connection with the consideration or evaluation by such investment professionals of an investment in a Designated Entity; provided that nothing herein shall restrict any disclosure to the extent such disclosure occurs as part of such Investor’s or its Affiliates’ regular internal reporting, portfolio management

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process or investment committee participation and (ii) the KKR Investor Director shall not serve as a director or otherwise participate in any other manner in any other Designated Entity (or the evaluation or investigation thereof) in which any private equity business or KKR Non-Private Equity Business has invested or is considering an investment (other than through such individual’s ownership interest in, or employment by, any Investor or any Affiliate of any Investor); provided that nothing herein shall restrict such Investor’s or its Affiliates’ regular internal reporting, portfolio management process or investment committee participation by such KKR Investor Director .

(d) In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, from the Closing Date and until a CD&R Investor Rights Termination Event, (i) each of CD&R and Clayton, Dubilier & Rice Fund VII, L.P. hereby covenants and agrees that such Investor will establish and maintain adequate procedures to prevent Confidential Information with respect to the Company, its subsidiaries and its and their businesses, finances and operations from being disclosed to investment professionals of such Investor (whether or not such Persons are engaged in the private equity business or the CD&R Non-Private Equity Business) in connection with the consideration or evaluation by such investment professionals of an investment in a Designated Entity; provided that nothing herein shall restrict any disclosure to the extent such disclosure occurs as part of such Investor’s or its Affiliates’ regular internal reporting, portfolio management process or investment committee participation and (ii) the CD&R Investor Director shall not serve as a director or otherwise participate in any other manner in any other Designated Entity (or the evaluation or investigation thereof) in which any private equity business or CD&R Non-Private Equity Business has invested or is considering an investment (other than through such individual’s ownership interest in, or employment by, any Investor or any Affiliate of any Investor) ; provided that nothing herein shall restrict such Investor’s or its Affiliates’ regular internal reporting, portfolio management process or investment committee participation by such CD&R Investor Director .

(e) In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, each of CD&R, the CD&R Investors, KKR and the KKR Investors hereby covenants and agrees that, during the Standstill Period, such Persons shall not solicit for employment any person that is (or was within the six-month period prior to the date of determination) a member of the management team of the Company or any of its subsidiaries, or of the management team of Unicorn or any of its subsidiaries, in each case with a title of Operating Company President (or the equivalent) or higher; provided, that (i) employing any person who contacts such Person on his or her own initiative and without any direct solicitation by such Person or as a result of general, non-targeted media advertising or (ii) soliciting or employing any such person through the use of an independent search firm that contacts employees of the Company or any of its subsidiaries, or of Unicorn or any of its subsidiaries, without the direction or advice of any of the Persons whose activities are restricted by this Section 3.1(d) shall, in each case, not be deemed to be direct or indirect solicitations.

(f) For the avoidance of doubt, in the event of a breach of the obligations under this Section 3.1, in addition to all other available remedies, the Company shall be entitled to seek specific performance to enforce the provisions of this Section 3.1 in any court of competent jurisdiction in accordance with Section 7.10.

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(g) Each of CD&R, the CD&R Investors, KKR and the KKR Investors acknowledges that the restrictions contained in this Section 3.1 are reasonable and necessary to protect the legitimate interests of the Company and constitute a material inducement to the Company to enter into this Agreement and the Merger Agreement and consummate the transactions contemplated by this Agreement and the Merger Agreement. It is the intent of the parties that the provisions of this Section 3.1 shall be enforced to the fullest extent permissible under the Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 3.1 shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made.

3.2 Outside Activities . Subject to the provisions of Section 1.6 and Section 3.1:

(a) Subject to subsection (c) below, CD&R, any CD&R Investor, any CD&R Investment Fund, KKR, any KKR Investor, any KKR Investment Fund and any of their respective Affiliates may engage in or possess any interest in other investments, business ventures or Persons of any nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments or business of the Company, and may provide advice and other assistance to any such investment, business venture or Person;

(b) The Company shall have no rights by virtue of this Agreement in and to such investments, business ventures or Persons or the income or profits derived therefrom; and

(c) The pursuit of any such investment or venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper and shall not constitute a conflict of interest or breach of fiduciary or other duty in respect of the Company, its subsidiaries or the Investors. None of CD&R, the CD&R Investors, any CD&R Investment Fund, KKR, any KKR Investor, any KKR Investment Fund or any of their respective Affiliates shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be pursued by the Company, and each of CD&R, the CD&R Investors, any CD&R Investment Fund, KKR, any KKR Investor, any KKR Investment Fund and any of their respective Affiliates shall have the right to pursue for its own account (individually or as a partner or a fiduciary) or to recommend to any other Person any such investment opportunity; provided , that a CD&R Investor Director or a KKR Investor Director, as the case may be, who is offered an investment or business opportunity in his or her capacity as a member of the Board shall be obligated to communicate such opportunity to the Company, in which case CD&R, the CD&R Investors, any CD&R Investment Fund or KKR, any KKR Investor, any KKR Investment Fund and their respective Affiliates, respectively, shall not be permitted to pursue such opportunity unless the Board determines not to do so .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

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4.1 Representations and Warranties of the Investors . Each Investor, on behalf of itself and not any other Investor, hereby represents and warrants to the Company as follows as of the date hereof:

(a) Such Investor: (i) will be acquiring at Closing the Shares for its own account, solely for investment and not with a view toward, or for sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Shares may not be Transferred except pursuant to the registration provisions of the Securities Act (and in compliance with any other Applicable Law) or pursuant to an applicable exemption therefrom.

4.2 Representations and Warranties of CD&R . Each Initial CD&R Investor hereby represents and warrants to the Company as follows:

(a) It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. It has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b) The execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) its organizational documents or (z) any contract or agreement to which it is a party.

(c) The execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

4.3 Representations and Warranties of KKR . Each Initial KKR Investor hereby represents and warrants to the Company as follows:

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4.4 Representations and Warranties of the Company . The Company hereby represents and warrants to the Investors as follows:

(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of the Company (following any actions taken pursuant to Section 1.1(i)) or (z) any contract or agreement to which the Company is a party.

(c) The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE V

REGISTRATI ON

5.1 Demand Registrations .

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(a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof (x) solely during any period that the Company is then-ineligible under Applicable Law to register Registrable Securities on Form S-3 pursuant to Section 5.3 or, if the Company is so eligible but has failed to comply with its obligations under Section 5.3 or (y) following the expiration of the Company’s obligation to keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(c), but only if there is no Shelf Registration Statement then in effect, any Demand Stockholders (“ Requesting Stockholders ”) shall be entitled to make an unlimited number of written requests of the Company (each, a “ Demand ”) for registration under the Securities Act of an amount of Registrable Securities then held by such Requesting Stockholders that equals or is greater than the Registrable Amount (a “ Demand Registration ”). Thereupon the Company will, subject to the terms of this Agreement, use its reasonable best efforts to effect the registration as promptly as practicable under the Securities Act of:

(i) the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition in accordance with the intended method of disposition stated in such Demand;

(ii) all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b), but subject to Section 5.1(g); and

(iii) all shares of Company Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 5.1, but subject to Section 5.1(g);

all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Company Common Stock, if any, to be so registered.

(b) A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the identity of the Requesting Stockholder(s). Within three (3) Business Days after receipt of a Demand, the Company shall give written notice of such Demand to all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten (10) days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(g). Each such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b).

(c) A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a registration statement with respect thereto has become effective and has remained effective for a period of at least one hundred eighty (180) days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder ( provided , that such period shall be extended for a period of time equal to the period the holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of the Company or the lead managing

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underwriter(s) pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to one hundred eighty (180) days after effectiveness, to any stop order, injunction or other order or requirement of the Commission or other Governmental Authority, other than by reason of any act or omission by the applicable Selling Stockholders .

(d) Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company and reasonably acceptable to the Requesting Stockholders .

(e) The Company shall not be obligated to (i) subject to Section 5.1(c), maintain the effectiveness of a registration statement under the Securities Act filed pursuant to a Demand Registration, for a period longer than one hundred eighty (180) days or (ii) effect any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering in which all Demand Stockholders were offered “piggyback” rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 75% of the number of Registrable Securities requested by such Demand Stockholders to be included in such Demand Registration were included and sold, (B) within six (6) months of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf Registration Statement) or (C) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited or other required financial statements; provided , that the Company shall use its reasonable best efforts to obtain such financial statements as promptly as practicable.

(f) The Company shall be entitled to postpone (upon written notice to the Demand Stockholders ) the filing or the effectiveness of a registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay.

(g) If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand Registration would adversely affect the success thereof, then the Company shall include in such registration statement only such securities as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and in the following order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by the Demand Stockholders , which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success thereof, pro rata among such Demand Stockholders on the basis of the number of such Registrable Securities requested to be included by such Demand Stockholders ; (ii) second, up to the number of Registrable Securities requested to be included in such Demand Registration by other holders of Registrable Securities, pro rata on the basis of the amount of such Registrable Securities requested to be included by such holders; (iii) third, securities the Company proposes to sell; and (iv) fourth, all other securities of

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the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included or such other allocation method determined by the Company.

(h) Any time that a Demand Registration involves an Underwritten Offering, the Requesting Stockholder(s) shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities; provided, that such investment banker(s) and manager(s) shall be reasonably acceptable to the Company (such acceptance not to be unreasonably withheld, conditioned or delayed).

5.2 Piggyback Registrations .

(a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 5.3 or (iv) pursuant to Section 5.1) (a “ Piggyback Registration ”), whether for its own account or for the account of others, the Company shall give all holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “ Piggyback Notice ”) shall specify the number of shares of Company Common Stock proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock, in each case to the extent then known. Subject to Section 5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders of Registrable Securities (a “ Piggyback Seller ”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advises the Company that, in its opinion, the inclusion of all the shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “ Other Demanding Sellers ”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “ Other Proposed Sellers ”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:

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(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or

(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.

(c) For clarity, in connection with any Underwritten Offering under this Section 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.

(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock as set forth in this Section 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided , that Demand Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 5.1.

5.3 Shelf Registration Statement .

(a) From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“ Form S-3 ”) to the Company, any of the Demand Stockholders may by written notice delivered to the Company (the “ Shelf Notice ”) require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be declared effective by the Commission as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “ Shelf Registration Statement ”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals or is

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greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall not be required and the Company shall file, as soon as reasonably practicable following the expiration of the Restricted Period, the Shelf Registration Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by such Demand Stockholders.

(b) Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities.

(c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective until the earlier of (i) five (5) years after the Shelf Registration Statement has been declared effective; (ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities; and (iii) the date on which this agreement terminates pursuant to Section 7.1.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Stockholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “ Take-Down Notice ”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “ Shelf Offering ”), then, the Company shall promptly amend or

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supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “ Marketed Underwritten Shelf Offering ”):

(i) the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Stockholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and

(ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration ( i.e. , as if such Marketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references to four (4) months) and Section 5.1(g).

5.4 Withdrawal Rights . Any holder of Registrable Securities having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company shall as promptly as practicable give each Demand Stockholder seeking to register Registrable Securities notice to such effect and, within ten (10) days following the mailing of such notice, such Demand Stockholders still seeking registration shall, by written notice to the Company, elect to register additional Registrable Securities to satisfy the Registrable Amount or elect that such registration statement not be filed or,

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if theretofore filed, be withdrawn. During such ten (10) day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use reasonable best efforts to prevent, the effectiveness thereof.

5.5 Holdback Agreements . In connection with any Underwritten Offering, each Demand Stockholder, agrees to enter into customary agreements restricting the public sale or distribution of equity securities of the Company (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering) and continuing for not more than sixty (60) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such lesser period as is required by the lead managing underwriter(s) or such lesser period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by the Company or applicable lead managing underwriter(s) shall apply to each holder of Registrable Securities on a pro rata basis.

If any Demand Registration or Shelf Offering involves an Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible into or exchangeable or exercisable for common equity) (other than a registration statement on Form S-4, Form S-8 or any successor forms thereto) for its own account, within sixty (60) days, after the effective date of such registration except as may otherwise be agreed between the Company and the lead managing underwriter(s) of such Underwritten Offering.

5.6 Registration Procedures .

(a) If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 5.1, Section 5.2 or Section 5.3, the Company shall as expeditiously as reasonably practicable:

(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of distribution of such securities and thereafter use reasonable best efforts to cause such registration statement to become and remain effective pursuant to the terms of this Article V; provided , however , that the Company may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided , further , that before filing such registration statement or any amendments thereto, the Company will furnish to the Demand Stockholders which are including Registrable Securities in such registration (“ Selling Stockholders ”), their counsel and the lead managing underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any comment letter from the Commission, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein and such other opportunities to conduct a reasonable investigation within the meaning of the Securities Act, including reasonable

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access to the Company’s books and records, officers, accountants and other advisors. The Company shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Demand Registration to which the holders of a majority of Registrable Securities held by the Requesting Stockholder(s), their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of the Company, such filing is necessary to comply with Applicable Law;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article V, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii) if requested by the lead managing underwriter(s), if any, or the holders of a majority of the then outstanding Registrable Securities being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and such holders may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Company has received such request; provided, however, that the Company shall not be required to take any actions under this Section 5.6(a)(iii) that are not, in the opinion of counsel for the Company, in compliance with Applicable Law;

(iv) furnish to the Selling Stockholders and each underwriter, if any, of the securities being sold by such Selling Stockholders such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “ Free Writing Prospectus ”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such Selling Stockholders ;

(v) use reasonable best efforts to register or qualify or cooperate with the Selling Stockholders , the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such jurisdictions as the Selling Stockholders and any underwriter of the securities being sold by such Selling Stockholders shall reasonably request, and to keep each such registration or qualification (or exemption therefrom) effective during the period such registration statement is required to be kept effective and take any other action which may be necessary or reasonably advisable to enable such Selling Stockholders and underwriters to consummate the disposition in such

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jurisdictions of the Registrable Securities owned by such Selling Stockholders , except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(vi) use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market;

(vii) use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Stockholder(s) thereof to consummate the disposition of such Registrable Securities;

(viii) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;

(ix) enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings) and use its reasonable best efforts to take all such other actions reasonably requested by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by the lead managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Offering (A) make such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business of the Company and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if true, confirm the same if and when requested, (B) if an underwriting agreement has been entered into, the same shall contain indemnification provisions and procedures substantially to the effect set forth in Section 5.9 hereof with respect to all parties to be indemnified pursuant to said Section except as otherwise agreed by the holders of a majority of the Registrable Securities being sold and (C) deliver such documents and certificates as reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and to the extent required thereunder;

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(x) in connection with an Underwritten Offering, use reasonable best efforts to obtain for the Selling Stockholders and underwriter(s) (A) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Selling Stockholders and underwriters and (B) “comfort” letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with underwritten offerings;

(xi) make available for inspection by the Selling Stockholders , any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such offering by such Selling Stockholders or underwriter (collectively, the “ Inspectors ”), financial and other records, pertinent corporate documents and instruments of the Company (collectively, the “ Records ”), as shall be reasonably necessary, or as shall otherwise be reasonably requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company and its subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent or accountant in connection with such registration statement; provided , however , that the Company shall not be required to provide any information under this clause (xi) if (A) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) the Company has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) the Company reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2) such Selling Stockholder requesting such information enters into, and causes each of its Inspectors to enter into, a confidentiality agreement on terms and conditions reasonably acceptable to the Company; provided , further , that each Selling Stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;

(xii) as promptly as practicable notify in writing the Selling Stockholder and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state governmental authority for amendments or supplements to the registration statement or the prospectus or for

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additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; (E) if at any time the representations and warranties of the Company contained in any mutual agreement (including any underwriting agreement) contemplated by Section 5.6(a)(ix) cease to be true and correct in any material respect; and (F) upon the happening of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of any Selling Stockholder , promptly prepare and furnish to such Selling Stockholder a reasonable number of copies of a supplement to or an amendment of such registration statement or prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xiii) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest reasonable practicable date, except that, subject to the requirements of Section 5.6(a)(v), the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (xiii) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(xiv) cooperate with the Selling Stockholders and the lead managing underwriter(s) to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under Applicable Law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the lead managing underwriter(s) or such Selling Stockholders may request and keep available and make available to the Company’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(xv) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

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(xvi) have appropriate officers of the Company prepare and make presentations at a reasonable number of “road shows” and before analysts and rating agencies, as the case may be, and other information meetings reasonably organized by the underwriters and otherwise use its reasonable best efforts to cooperate as reasonably requested by the Selling Stockholders and the underwriters in the offering, marketing or selling of the Registrable Securities.

(b) The Company may require each Selling Stockholder and each underwriter, if any, to furnish the Company in writing such information regarding each Selling Stockholder or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing to complete or amend the information required by such registration statement.

(c) Each Selling Stockholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clauses (B), (C), (D), (E) and (F) of Section 5.6(a)(xii), such Selling Stockholder shall forthwith discontinue such Selling Stockholder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such Selling Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.6(a)(xi), or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus; provided , however , that the Company shall extend the time periods under Section 5.1(c) with respect to the length of time that the effectiveness of a registration statement must be maintained by the amount of time the holder is required to discontinue disposition of such securities.

(d) With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(i) use reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;

(ii) use reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act, at any time when the Company is subject to such reporting requirements; and

(iii) furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company with the Commission as such holder may reasonably request in connection with the sale of Registrable Securities without registration (in each case to the extent not readily publicly available).

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5.7 Registration Expenses . All fees and expenses incident to the Company’s performance of its obligations under this Article V, including (a) all registration and filing fees, including all fees and expenses of compliance with securities and “blue sky” laws (including the reasonable and documented fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 5.6(a)(v)) and all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 5121), (b) all printing (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Securities) and copying expenses, (c) all messenger, telephone and delivery expenses, (d) all fees and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions), (e) expenses of the Company incurred in connection with any “road show” and (f) reasonable and documented fees and disbursements of one counsel for all holders of Registrable Securities whose shares are included in a registration statement, which counsel shall be selected by, in the case of a Demand Registration, the Requesting Stockholders, in the case of a Shelf Offering, the Demand Stockholder(s) requesting such offering, or in the case of any other registration, the holders of a majority of the Registrable Securities being sold in connection therewith, shall be borne solely by the Company whether or not any registration statement is filed or becomes effective. In connection with the Company’s performance of its obligations under this Article V, the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties and the expense of any annual audit) and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded. Each Selling Stockholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Selling Stockholder’s Registrable Securities pursuant to any registration.

5.8 Miscellaneous .

(a) Not less than five (5) Business Days before the expected filing date of each registration statement pursuant to this Agreement, the Company shall notify each holder of Registrable Securities who has timely provided the requisite notice hereunder entitling such holder to register Registrable Securities in such registration statement of the information, documents and instruments from such holder that the Company or any underwriter reasonably requests in connection with such registration statement, including a questionnaire, custody agreement, power of attorney, lock-up letter and underwriting agreement (the “Requested Information”). If the Company has not received, on or before the second Business Day before the expected filing date, the Requested Information from such holder, the Company may file the registration statement without including Registrable Securities of such holder. The failure to so include in any registration statement the Registrable Securities of a holder of Registrable Securities (with regard to that registration statement) shall not result in any liability on the part of the Company to such holder.

(b) The Company shall not grant any demand, piggyback or shelf registration rights the terms of which are senior to or conflict with the rights granted to the holders of

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Registrable Securities hereunder to any other Person without the prior written consent of Demand Stockholders holding a majority of the Registrable Securities then held by all Demand Stockholders .

5.9 Registration Indemnification .

(a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by Law, each Selling Stockholder and its Affiliates and their respective officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Stockholder or such other indemnified Person and the officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “ Losses ”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 5.9(a)) will reimburse each such Selling Stockholder , each of its Affiliates, and each of their respective officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents and each such Person who controls each such Selling Stockholder and the officers, directors, members, shareholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

(b) In connection with any registration statement in which a Selling Stockholder is participating, without limitation as to time, each such Selling Stockholder shall, severally and not jointly, indemnify the Company, its directors and officers, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, from and against all Losses, as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (without limitation of the preceding portions of this Section 5.9(b)) will reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, in each

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case solely to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder for inclusion in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto. Notwithstanding the foregoing, no Selling Stockholder shall be liable under this Section 5.9(b) for amounts in excess of the net proceeds received by such holder in the offering giving rise to such liability.

(c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided , however , the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure to provide such notice on a timely basis.

(d) In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party and, as a result, a conflict of interest exists or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay, in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate legal counsel (for the avoidance of doubt, for all indemnified parties in connection therewith)). For the avoidance of doubt, notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (which consent shall not be unreasonably withheld, conditioned or delayed). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party and (z) is settled solely for cash for which the indemnified party would be entitled to indemnification hereunder.

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(e) The indemnification provided for under this Agreement shall survive the Transfer of the Registrable Securities and the termination of this Agreement.

(f) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Selling Stockholder shall be required to make a contribution in excess of the amount received by such Selling Stockholder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

ARTICLE VI

DEFINITIONS

6.1 Defined Terms . Capitalized terms when used in this Agreement have the following meanings:

“ Affiliate ” means, with respect to any Person, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act and with respect to each Investor, an “affiliate” of such Investor as defined in Rule 405 of the regulations promulgated under the Securities Act and any investment fund, vehicle or holding company of which such Investor or an Affiliate of such Investor serves as the general partner, managing member or discretionary manager or advisor; provided , however , that notwithstanding the foregoing, an Affiliate of an Investor shall not include any portfolio company or other investment of any such Person or of such Investor or any investment fund, vehicle or holding company, or any limited partners of such Investor.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Law ” means, with respect to any Person, any Law applicable to such Person, its assets, properties, operations or business.

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“ Beneficial Owner ” or “ Beneficially Own ” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of whether or not such Rule is actually applicable in such circumstance).

“ Blackout Period ” means (i) any regular quarterly period during which directors and executive officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect and (ii) in the event that the Company determines in good faith that the registration would reasonably be expected to materially adversely affect or materially interfere with any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect the Company, a period of up to fifty (50) days; provided , that a Blackout Period described in this clause (ii) may not occur more than twice in any period of eighteen (18) consecutive months.

“ Board ” has the meaning set forth in Section 1.1.

“ Business Day ” means a day on which banks are generally open for normal business in New York, New York, which day is not a Saturday or a Sunday.

“ CD&R ” shall have the meaning set forth in the Recitals.

“ CD&R Investment Fund ” means any investment fund, investment vehicle or other account that is, directly or indirectly, managed or advised by CD&R or any of its Controlled Affiliates.

“ CD&R Investor Designee ” means, subject to Section 1.3, an individual (who must be an employee of CD&R or one of its Controlled Affiliates) designated in writing by the CD&R Investors for election or appointment to the Board and who is reasonably acceptable to the Board. The initial CD&R Investor Designee shall be Richard J. Schnall.

“ CD&R Investor Director ” means a CD&R Investor Designee who has been elected or appointed to the Board.

“ CD&R Investor Rights Termination Event ” shall be deemed to occur if (i) as of the end of any Business Day following the date of this Agreement, the CD&R Investors Beneficially Own less than 25% of the Shares Beneficially Owned by the CD&R Investors as of immediately following the Closing or (ii) the private equity business of CD&R has made any Designated Entity Investment.

“ CD&R Investors ” means (i) the Initial CD&R Investors, (ii) any Permitted Transferee of any Initial CD&R Investor to which Shares are Transferred by such Initial CD&R Investor in compliance with the terms of this Agreement and (iii) any Permitted Transferee of any of the Persons included in clause (ii) of this definition to which Shares are Transferred by such Person in compliance with the terms of this Agreement.

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“ CD&R Non-Private Equity Business ” means any business or investment of CD&R and its Affiliates distinct from the private equity business of CD&R and its Affiliates; provided , that such business or investment shall not be deemed to be distinct from such private equity business if and at such time that (i) any Confidential Information with respect to the Company is made available to investment professionals of CD&R and its Affiliates who are not involved in the private equity business and who are involved in such other business or investment or (ii) CD&R or any of its Affiliates instructs or overtly encourages any such business or investment to take any action that would violate any provision of this Agreement that would be applicable to such business or investment were it to be deemed to be a CD&R Investor hereunder .

“ CD&R Ownership Limit ” means a percentage equal to the percentage of the outstanding shares of Company Common Stock Beneficially Owned by the Initial CD&R Investors as of immediately following the Closing; provided, that, in either case, the effect of any share repurchases by the Company shall not be counted for purposes of any measurement of the CD&R Ownership Limit (and, for the avoidance of doubt, none of the CD&R Investors shall be required to sell or otherwise dispose of any shares of Company Common Stock as a consequence of any such repurchase or any other similar action undertaken by the Company) unless and until any CD&R Investor has acquired Beneficial Ownership of additional Voting Securities following such repurchase.

“ CD&R Related Persons ” has the meaning set forth in Section 1.6(b).

“ Closing ” shall have the meaning set forth in the Merger Agreement.

“ Closing Date ” shall have the meaning set forth in the Merger Agreement.

“ Commission ” means the Securities and Exchange Commission or any other federal agency administering the Securities Act.

“ Company ” has the meaning set forth in the preamble.

“ Company Common Stock ” has the meaning set forth in the recitals.

“ Confidential Information ” means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof) obtained by or on behalf of an Investor or its Representatives from the Company or its Representatives, the Beneficial Ownership of Shares or through the rights granted pursuant hereto, other than information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Investor or any of its Representatives, (ii) was or becomes available to such Investor or any of its Representatives on a non-confidential basis from a source other than the Company or its Representatives, or any other Investor or its Representatives, as the case may be, provided , that the source thereof is not known by such Investor or such of its Representatives to be bound by an obligation of confidentiality, or (iii) is independently developed by such Investor or such of its Representatives without the use of any such information that would otherwise be Confidential Information hereunder. Subject to clauses (i)-(iii) above, Confidential Information also includes all non-public information previously provided by the Company or its Representatives under the provisions of any confidentiality agreement between the Company, the

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Investors or their respective Affiliates or Representatives, including the Confidentiality Agreement, including all information, documents and reports referred to thereunder, or otherwise.

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of October 9, 2013, between Unicorn and the Company and the confidentiality and joint defense agreement, dated as of October 9, 2013, between Unicorn, the Company and their counsel.

“ Contract ” means any contract, lease, license, indenture, loan, note, agreement or other legally binding commitment, arrangement or undertaking (whether written or oral and whether express or implied).

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Controlled Affiliate ” means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

“ Corporate Governance and Nominating Committee ” means the Corporate Governance and Nominating Committee of the Company or any such successor committee.

“ Demand ” has the meaning set forth in Section 5.1(a).

“ Demand Registration ” has the meaning set forth in Section 5.1(a).

“ Demand Stockholder ” means any CD&R Investor or any KKR Investor, in either case, that holds Registrable Securities.

“ Designated Entity ” means (i) any Specified Entity or (ii) any Person who, as of any time of determination, engages in the wholesale food service distribution business in North America.

“ Designated Entity Investment ” shall mean an investment in any Designated Entity, in each case other than an investment in a Designated Entity (i) that is primarily engaged in business outside of the U.S. and that competes to no more than a de minimis extent with the Company or (ii) that represents a passive investment of less than five percent (5%) of the outstanding stock of any corporation whose equity securities are publicly traded on a nationally recognized securities exchange (or the non-U.S. equivalent of a nationally recognized securities exchange).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Transferee ” has the meaning set forth in Section 2.1(c)(iv).

“ Foreign or State Act ” has the meaning set forth in Section 2.1(g).

“ Form S-3 ” has the meaning set forth in Section 5.3(a).

“ Free Writing Prospectus ” has the meaning set forth in Section 5.6(a)(iv).

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“ Governmental Authority ” means any federal, national, state, local, cantonal, municipal, international or multinational government or political subdivision thereof, governmental department, commission, board, bureau, agency, taxing or regulatory authority, instrumentality or judicial or administrative body, or arbitrator or SRO, having jurisdiction over the matter or matters in question.

“ Group ” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.

“ Initial CD&R Investors ” means Clayton, Dubilier & Rice Fund VII, L.P., Clayton, Dubilier & Rice Fund VII (Co-Investment), L.P., CD&R Parallel Fund VII, L.P., CDR USF Co-Investor L.P., and CDR USF Co-Investor No. 2, L.P.

“ Initial KKR Investors ” means KKR 2006 Fund L.P., KKR PEI Investments, L.P., KKR Partners III, L.P. and OPERF Co-Investment LLC.

“ Inspectors ” has the meaning set forth in Section 5.6(a)(xi).

“ Investor Indemnification Agreements ” means each and every certificate, memorandum or articles of incorporation or association, bylaws, limited liability company operating agreement, limited partnership agreement and any other organizational document of, and each and every insurance policy maintained by, CD&R, the CD&R Investors, KKR, the KKR Investors or their respective Affiliates, as applicable, providing for, among other things, indemnification of and advancement of expenses for the CD&R Investor Director and the KKR Investor Director, as applicable, for, among other things, the same matters that are subject to indemnification and advancement of expenses under this Agreement.

“ Investor Indemnitors ” means the CD&R Investors and the KKR Investors and their respective Affiliates, as applicable, in their capacity as indemnitors to the CD&R Investor Director and KKR Investor Director, as applicable, under the applicable Investor Indemnification Agreements.

“ Investors ” means the CD&R Investors and the KKR Investors.

“ KKR ” shall have the meaning set forth in the Recitals.

“ KKR Investment Fund ” means any investment fund, investment vehicle or other account that is, directly or indirectly, managed or advised by KKR or any of its Controlled Affiliates.

“ KKR Investor Designee ” means, subject to Section 1.3, an individual (who must be an employee of KKR or one of its Controlled Affiliates) designated in writing by the KKR Investors for election or appointment to the Board and who is reasonably acceptable to the Board. The initial KKR Investor Designee shall be Michael Calbert.

“ KKR Investor Director ” means a KKR Investor Designee who has been elected or appointed to the Board.

“ KKR Investor Rights Termination Event ” shall be deemed to occur if (i) as of the end of any Business Day following the date of this Agreement, the KKR Investors Beneficially Own less

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than 25% of the Shares Beneficially Owned by the KKR Investors as of immediately following the Closing or (ii) the private equity business of KKR has made any Designated Entity Investment.

“ KKR Investors ” means (i) the Initial KKR Investors, (ii) any Permitted Transferee of any Initial KKR Investor to which Shares are Transferred by such Initial KKR Investor in compliance with the terms of this Agreement and (iii) any Permitted Transferee of any of the Persons included in clause (ii) of this definition to which Shares are Transferred by such Person in compliance with the terms of this Agreement.

“ KKR Non-Private Equity Business ” means any business or investment of KKR and its Affiliates distinct from the private equity business of KKR and its Affiliates; provided , that such business or investment shall not be deemed to be distinct from such private equity business if and at such time that (i) any Confidential Information with respect to the Company is made available to investment professionals of KKR and its Affiliates who are not involved in the private equity business and who are involved in such other business or investment or (ii) KKR or any of its Affiliates instructs or overtly encourages any such business or investment to take any action that would violate any provision of this Agreement that would be applicable to such business or investment were it to be deemed to be a KKR Investor hereunder .

“ KKR Ownership Limit ” means a percentage equal to the percentage of the outstanding shares of Company Common Stock Beneficially Owned by the Initial CD&R Investors as of immediately following the Closing; provided, that, in either case, the effect of any share repurchases by the Company shall not be counted for purposes of any measurement of the KKR Ownership Limit (and, for the avoidance of doubt, none of the KKR Investors shall be required to sell or otherwise dispose of any shares of Company Common Stock as a consequence of any such repurchase or any other similar action undertaken by the Company) unless and until any KKR Investor has acquired Beneficial Ownership of additional Voting Securities following such repurchase.

“ KKR Related Persons ” has the meaning set forth in Section 1.6(b).

“ Law ” has the meaning set forth in the Merger Agreement.

“ Losses ” has the meaning set forth in Section 5.9(a).

“ Marketed Underwritten Shelf Offering ” has the meaning set forth in Section 5.3(e).

“ Merger Agreement ” has the meaning set forth in the recitals.

“ Non-Liable Person ” has the meaning set forth in Section 7.12.

“ Other Demanding Sellers ” has the meaning set forth in Section 5.2(b).

“ Other Proposed Sellers ” has the meaning set forth in Section 5.2(b).

“ Permitted Transfer ” has the meaning set forth in Section 2.1(b).

“ Permitted Transferee ” means, with respect to any Investor, any Affiliate of such Investor .

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“ Person ” has the meaning set forth in the Merger Agreement.

“ Piggyback Notice ” has the meaning set forth in Section 5.2(a).

“ Piggyback Registration ” has the meaning set forth in Section 5.2(a).

“ Piggyback Seller ” has the meaning set forth in Section 5.2(a).

“ Records ” has the meaning set forth in Section 5.6(a)(xi).

“ Registrable Amount ” means an amount of Registrable Securities having an aggregate value of at least $250 million (based on the anticipated offering price (as reasonably determined in good faith by the Company)), without regard to any underwriting discount or commission, or such lesser amount of Registrable Securities as would result in the disposition of all of the Registrable Securities Beneficially Owned by the applicable Requesting Stockholder .

“ Registrable Securities ” means the Shares held by the Investors and any shares of Company Common Stock received by the Investors in respect of the Shares in connection with any stock split or subdivision, stock dividend, distribution or similar transaction; provided , that any such Shares shall cease to be Registrable Securities when (i) they are sold pursuant to an effective registration statement under the Securities Act, (ii) they are sold pursuant to Rule 144 under the Securities Act or (iii) they shall have ceased to be outstanding.

“ Representatives ” has the meaning set forth in Section 1.6(b) .

“ Requested Information ” has the meaning set forth in Section 5.8(a).

“ Requesting Stockholders ” has the meaning set forth in Section 5.1(a).

“ Restricted Period ” has the meaning set forth in Section 2.1(a) .

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Stockholders ” has the meaning set forth in Section 5.6(a)(i).

“ Shares ” has the meaning set forth in the recitals.

“ Shelf Notice ” has the meaning set forth in Section 5.3(a).

“ Shelf Offering ” has the meaning set forth in Section 5.3(e).

“ Shelf Registration Statement ” has the meaning set forth in Section 5.3(a).

“ Specified Entity ” shall mean any Person set forth on Schedule I (and any successor thereof).

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“ SRO ” means (i) any “self regulatory organization” as defined in Section 3(a)(26) of the Exchange Act, (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market, or (iii) any other securities exchange.

“ Standstill Period ” has the meaning set forth in Section 2.2(b).

“ Take-Down Notice ” has the meaning set forth in Section 5.3(e).

“ Total Economic Interest ” means, as of any date of determination, the total economic interests of all Voting Securities then outstanding. The percentage of the Total Economic Interest Beneficially Owned by any Person as of any date of determination is the percentage of the Total Economic Interest then Beneficially Owned by such Person, including pursuant to any swaps or any other agreements, transactions or series of transactions, whether any such swap, agreement, transaction or series of transaction is to be settled by delivery of securities, in cash or otherwise.

“ Total Voting Power ” means, as of any date of determination, the total number of votes that may be cast in the election of directors of the Company if all Voting Securities then outstanding were present and voted at a meeting held for such purpose. The percentage of the Total Voting Power Beneficially Owned by any Person as of any date of determination is the percentage of the Total Voting Power of the Company that is represented by the total number of votes that may be cast in the election of directors of the Company by Voting Securities then Beneficially Owned by such Person.

“ Transfer ” means (i) any direct or indirect offer, sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, lease, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any capital stock or interest in any capital stock or (ii) in respect of any capital stock or interest in any capital stock, to enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital stock or interest in capital stock, whether any such swap, agreement, transaction or series of transaction is to be settled by delivery of securities, in cash or otherwise. “ Transferor ” means a Person that Transfers or proposes to Transfer; and “ Transferee ” means a Person to whom a Transfer is made or is proposed to be made.

“ Underwritten Offering ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

“ Unpaid Indemnitee Amounts ” has the meaning set forth in Section 1.2(d).

“ Volume Limitation ” has the meaning set forth in Section 2.1(c)(iii).

“ Voting Securities ” means shares of Company Common Stock and any other securities of the Company entitled to vote generally in the election of directors of the Company.

6.2 Interpretation . Whenever used: the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and the words “hereof” and

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“herein” and similar words shall be construed as references to this Agreement as a whole and not limited to the particular Article, Section, Annex, Exhibit or Schedule in which the reference appears. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Annexes, Exhibits and Schedules mean the Articles, Sections and Annexes of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. References to “$” or “dollars” means United States dollars. Any reference in this Agreement to any gender shall include all genders. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. The Annexes, Exhibits and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings of the Articles and Sections are for convenience of reference only and do not affect the interpretation of any of the provisions hereof. If, and as often as, there is any change in the outstanding shares of Company Common Stock by reason of stock dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of shares and the like, appropriate adjustment shall be made in the provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the rights and obligations set forth herein that continue to be applicable on the date of such change. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel.

ARTICLE VII

MISCELLANEOUS

7.1 Term . This Agreement will be effective as of the Closing Date and shall automatically terminate with respect to the CD&R Investors upon the date that the CD&R Investors, in the aggregate, Beneficially Own less than 1% of the Total Voting Power, and, with respect to the KKR Investors, upon the date that the KKR Investors, in the aggregate, Beneficially Own less than 1% of the Total Voting Power, so long as, as of such date, all of the then-remaining Registrable Securities Beneficially Owned by the CD&R Investors or all of the then-remaining Registrable Securities Beneficially Owned by the KKR Investors, as applicable, may be sold in a single transaction without limitation under Rule 144 under the Securities Act and if that is not the case, this Agreement shall terminate when the foregoing shall be the case. If this Agreement is terminated pursuant to this Section 7.1, this Agreement shall immediately then be terminated and of no further force and effect, except for the provisions set forth in Section 1.6(b) (which shall survive termination of this Agreement for a period of two (2) years), Section 5.9, Section 6.2 and this Article VII, and except that no termination hereof pursuant to this Section 7.1 shall have the effect of shortening the Standstill Period or the period defined by the first sentence of Section 3.1(a), which, in each case, shall survive in accordance with their terms.

7.2 Notices .

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(a) Notices and other statements in connection with this Agreement shall be in writing in the English language and shall be delivered by hand, facsimile or overnight courier to the recipient’s facsimile number or address as set forth below or to such other facsimile number or address as a party hereto may notify to the other parties hereto from time to time and shall be given:

(i) if to the Company, to:


Name:	Sysco Corporation
Address:	1390 Enclave Parkway
	Houston, TX 77077-2099
Fax:	(281) 584-2510
Attention:	Russell T. Libby
with a copy to (which shall not be considered notice):
Name:	Wachtell, Lipton, Rosen & Katz
Address:	51 West 52nd Street
	New York, New York 10019
Fax:	(212) 403-2000
Attention:	Andrew R. Brownstein, Esq.
	Benjamin M. Roth, Esq.

(ii) if to CD&R or a CD&R Investor, to:


Name:	Clayton, Dubilier & Rice, Inc.
Address:	375 Park Avenue, 18th Floor
	New York, NY 10152
Fax:	(212) 407-5252
Attention:	Richard J. Schnall
with a copy to (which shall not be considered notice):
Name:	Debevoise & Plimpton LLP
Address:	919 Third Avenue
	New York, New York 10022
Fax:	(212) 909-6836
Attention:	Paul S. Bird

(iii) if to KKR or a KKR Investor, to:


Name:	Kohlberg Kravis Roberts & Co. L.P.
Address:	2800 Sand Hill Road, Suite 94025
Fax:	(650) 233-6548
Attention:	Michael Calbert

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with a copy to (which shall not be considered notice):
Name:	Simpson Thacher & Bartlett LLP
Address:	425 Lexington Avenue
	New York, New York 10017
Fax:	(212) 455-2502
Attention:	Marni J. Lerner

(b) A notice shall be effective upon receipt and shall be deemed to have been received:

(i) at the time of delivery, if delivered by hand, or overnight courier; or

(ii) at the time of transmission in legible form if received prior to 5:00 p.m. local time on such date or at the beginning of the recipient’s next Business Day if received after 5:00 p.m. local time on such date or such date is not a Business Day, if delivered by fax.

7.3 Investor Actions . Any determination, consent or approval of, or notice or request delivered by, or any similar action of, the CD&R Investors, the KKR Investors or the Investors, as applicable, shall be made by, and shall be valid and binding upon, all CD&R Investors, all KKR Investors or all Investors, respectively, if made by (i) in the case of the CD&R Investors, the CD&R Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all CD&R Investors, (ii) in the case of the KKR Investors, the KKR Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all KKR Investors and (iii) in the case of all Investors, a majority of the Total Voting Power then Beneficially Owned by all Investors.

7.4 Amendments and Waivers . No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and signed by (i) the Company, (ii) the CD&R Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all CD&R Investors and (iii) the KKR Investors Beneficially Owning a majority of the Total Voting Power then Beneficially Owned by all KKR Investors. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

7.5 Successors and Assigns . Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, provided that any proposed assignment by any of the CD&R Investors or the KKR Investors of any of their respective rights herein to any party other than to an Affiliate of CD&R or KKR, as applicable, may be granted or withheld in the Company’s sole and absolute discretion, it being understood that it is the intention of the parties hereto that the rights afforded to the CD&R Investors and the KKR Investors are personal to such Persons and are not transferable except as expressly provided herein. Subject to the preceding sentence, this Agreement will be

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binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any attempted assignment in violation of this Section 7.5 shall be void.

7.6 Severability . It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Agreement shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, and such amendment will apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made.

7.7 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.

7.8 Entire Agreement . This Agreement (including the documents and the instruments referred to in this Agreement), together with the Merger Agreement and the Confidentiality Agreement, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.

7.9 Governing Law; Jurisdiction; WAIVER OF JURY TRIAL . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO NEGOTIATION, EXPLORATION, DUE DILIGENCE WITH RESPECT TO OR ENTERING INTO OF THIS AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE THAT ANY SUCH LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO PERSONAL JURISDICTION IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 7.9 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS; (C) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM; (D) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 7.2 FOR COMMUNICATIONS TO SUCH PARTY; (E) AGREE THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL

- 44 -

BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (F) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES OF FACT AND LAW, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE NEGOTIATION, EXPLORATION, DUE DILIGENCE WITH RESPECT TO OR ENTERING INTO OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.9.

7.10 Specific Performance . The parties hereto agree that monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is expressly agreed that the parties hereto shall be entitled to equitable relief, including injunctive relief and specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or in equity.

7.11 No Third Party Beneficiaries . Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns; provided, that the Persons indemnified under Section 5.9 are intended third party beneficiaries of Section 5.9, and Non-Liable Persons are intended third party beneficiaries of Section 7.12.

7.12 No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any Investor (or any of their heirs, successors or permitted assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing Persons, but in each case not including the named parties hereto (each, a “Non-Liable Person”), whether by or through attempted piercing of the

- 45 -

corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against any Non-Liable Person, by the enforcement of any assignment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Liable Person, as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, in respect of any oral representations made or alleged to have been made in connection herewith or therewith or for any claim (whether in tort, contract or otherwise) based on, in respect of or by reason of, such obligations or their creation.

The remainder of this page left intentionally blank.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

SYSCO CORPORATION

By: /s/ Russell T. Libby
Name: Russell T. Libby
Title: Senior Vice President & General Counsel

KOHLBERG KRAVIS ROBERTS & CO. L.P.

B y: /s/ Nate Taylor

Name: Nate Taylor

Title: Member


KKR 2006 FUND, L.P.

By:	KKR Associates 2006 L.P., its General Partner

By:	KKR 2006 GP LLC, its General Partner

By:	/s/ William J. Janetschek
	Name:	William J. Janetschek
	Title:	Authorized Person

KKR PEI INVESTMENTS, L.P.

By:	KKR PEI Associates, L.P., its General Partner

By:	KKR PEI GP Limited, the General Partner of KKR PEI Associates, L.P.

By:	/s/ William J. Janetschek
	Name:	William J. Janetschek
	Title:	Director

KKR PARTNERS III, L.P.

By:	KKR III GP LLC, its
	General Partner

By:	/s/ William J. Janetschek
	Name:	William J. Janetschek
	Title:	Authorized Person



OPERF CO-INVESTMENT LLC

By:	KKR Associates 2006 L.P., its Manager

By:	KKR 2006 GP LLC, its
	General Partner

By:	/s/ William J. Janetschek
	Name:	William J. Janetschek
	Title:	Authorized Person


CLAYTON, DUBILIER & RICE, LLC

By:	/s/ Nate Sleeper
	Name:	Nate Sleeper
	Title:	Partner

CLAYTON, DUBILIER & RICE FUND VII, L.P.
CLAYTON, DUBILIER & RICE FUND VII, L.P.

By:		CD&R Associates VII, Ltd., its
		General Partner

By:		/s/ Theresa A. Gore
		Name: Theresa A. Gore
		Title: Vice President, Treasurer & Assistant Secretary

CLAYTON, DUBILIER & RICE FUND VII (CO-INVESTMENT), L.P.
CLAYTON, DUBILIER & RICE FUND VII (CO-INVESTMENT), L.P.

By:		CD&R Associates VII (Co-Investment),
		Ltd., its General Partner

By:		/s/ Theresa A. Gore
		Name: Theresa A. Gore
		Title: Vice President, Treasurer & Assistant Secretary

CD&R Parallel FUND VII, L.P.

By:		CD&R Parallel Fund Associates VII, Ltd., its General Partner

By:		/s/ Theresa A. Gore
		Name: Theresa A. Gore
		Title: Vice President, Treasurer & Assistant Secretary

CDR USF CO-INVESTOR L.P.

By:		CDR USF Co-Investor GP Limited, its
		General Partner

By:		/s/ Theresa A. Gore
		Name: Theresa A. Gore
		Title: Vice President, Treasurer & Assistant Secretary



CDR USF CO-INVESTOR NO. 2, L.P.

By:		CDR USF Co-Investor GP No. 2, its
		General Partner

By:		/s/ Theresa A. Gore
		Name: Theresa A. Gore
		Title: Director

[***] – CONFIDENTIAL PORTIONS OF THIS AGREEMENT THAT HAVE BEEN

REDACTED ARE MARKED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS

BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE

COMMISSION.

Schedule I

Specified Entities

[***]

EXHIBIT A

FORM OF JOINDER

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Sysco Corporation Stockholders Agreement, dated as of December 8, 2013 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “ Stockholders Agreement ”) by and among Sysco Corporation, a Delaware corporation, each of the stockholders whose name appears on the signature pages thereto, and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Stockholders Agreement.

By executing and delivering this Joinder Agreement to the Stockholders Agreement, the undersigned hereby adopts and approves the Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of Shares, to become a party to, and to be bound by and comply with the provisions of, the Stockholders Agreement applicable to an Investor and a [CD&R Investor] [KKR Investor], respectively, in the same manner as if the undersigned were an original signatory to the Stockholders Agreement.

[The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the Stockholders Agreement, it is a Permitted Transferee of [●] and will be the lawful record owner of [●] Shares as of the date hereof. The undersigned and the proposed transferor hereby represent and warrant that the proposed transfer of Shares will not result in [CD&R] [KKR] exceeding the [CD&R Ownership Limit] [KKR Ownership Limit]] 1

The undersigned acknowledges and agrees that Sections 7.2 through Section 7.12 of the Stockholders Agreement are incorporated herein by reference, mutatis mutandis .

[Remainder of page intentionally left blank]

Accordingly, the undersigned have executed and delivered this Joinder Agreement as of the __ day of ____________, _____.

TRANSFEREE

___________________

Print Name:

Address:

Telephone:

Facsimile:

Email:

AGREED AND ACCEPTED

as of the ____ day of ____________, _____.

SYSCO CORPORATION

By: __________________________________

Name:

Title:

[TRANSFEROR

By: __________________________________

Name:

Title:]

Exhibit 10.3

SYSCO CORPORATION

20 13 LONG-TERM INCENTIVE PLAN

STOCK OPTION AGREEMENT

Under the terms and conditions of the Sysco Corporation 20 13 Long-Term Incentive Plan, as amended (the “Plan”), a copy of which is incorporated into this Agreement by reference, Sysco Corporation (the “ Company ” or “Sysco”) grants to you (the “Optionee”) the option to purchase shares of the C ompan y ’s Common Stock, $1.00 par value, subject to adjustment as provided in the Plan (the “Option”). The number of share s of Common Stock subject to this Agreement , the exercise price of the Option, and the date of grant (the “Grant Date”) are set forth in the records of the C ompany and have been made available to Optionee either (1) directly to Optionee by the Company , or (2) electronically by the Company to Optionee through the website of a third party admi nistrator engaged by the Company , and by accepting this Option, Optionee acknowledges and agrees that he or she has received and/or accessed such information and that such information forms a material part of this Option Agreement.

This Option shall terminate and expire on the t enth anniversary of the Grant Date and shall be subject to the Terms and Conditions of Stock Option attached hereto and incorporated in this Agreement by reference.

When exercised, all or a portion of this Option may be an incentive stock option, governed by Section 422 of the Internal Revenue Code of 1986, as amended.

By accepting this Option, Optionee accept s and agree s to be bound by all of the terms and conditions of the Plan and Terms and Conditions of Stock Option, and Optionee acknowledge s receipt of the Plan and the Plan Prospectus, which contains important information, including a discussion of federal tax consequences. In the event of any conflict between the terms of this Option and the Plan, the Plan will control.

This Award is not effective or enforceable until Optionee properly acknowledges acceptance of the Award by completing the electronic receipt as soon as possible, but in no event later than 90 days from the Grant Date. If Optionee does not properly acknowledge acceptance of this Award Agreement on or within 90 days from the Grant Date, this Award will be forfeited.

SYSCO CORPORATION

TERMS AND CONDITIONS OF STOCK OPTION

Please carefully review all of the provisions of the Sysco Corporation 20 13 Long-Term Incentive Plan, as amended (the “Plan”). In addition to the conditions set forth in the Plan, the O ption is contingent upon satisfying the terms and conditions set forth in this document. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

The shares subject to the Option will vest in five equal tranches over a period of five years ( i.e. one-fifth on each of the first, second, third, fourth, and fifth anniversaries of the Grant D ate ), subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and Optionee ’s continued employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which portion of the Option vest pursuant to this Agreement, a “Vesting Date”).

This O ption will expire at the close of business on the tenth anniversary of the date of grant .

The vested portion of the O ption may be exercised at any time after it s applicable Vesting Date , provided that at the time of the exercise all of the conditions set forth in the Plan and in this document have been met. No portion of the O ption may be exercised prior to the first anniversary of the Grant Date.

T he Option awarded pursuant to this Agreement will vest according to the schedule set forth in Section 2 of this Agreement, subject to Optionee ’s continued service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing, provided that Optionee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment, (a) all Options subject to this Award shall remain in effect and continue to vest according to the vesting schedule set forth on the first page of this Agreement, irrespective of the continuous service limitations set forth in the first sentence of this Section 5 , upon the occurrence of (i) Option ee’s termination of employment by reason of Retirement in Good Standing or (ii) Optione e’s Disability, and (b) the Option shall immediately vest, irrespective of the continuous service limitations set forth in the first sentence of this Section 5 , upon the occurrence of (i) a “Change in Control Termination” (as defined below) or (ii) Optionee ’s termination of employment by reason of death.

For purposes of this Agreement:

“ Retirement in Good Standing” means termination of employment after the date Option ee reaches (i) age 55 and Option ee has 10 or more years of service with Sysco, or (ii) age 65, regardless of years of Sysco service.

“Disability” means that Option ee has been determined by the Social Security Administration to be totally disabled.

“Change in Control Termination” means the occurrence of both: (A) a Change in Control and (B) during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates Optione e’s employment without Cause or Optione e terminates employment for Good Reason.

“Good Reason” means:

a material diminution of Option ee’s authority, duties or responsibilities;

ii.

a material change in the geographic location at which Optionee must perform services for the Company or its Subsidiaries;

iii.

a material diminution in the authority, duties or responsibilities of the supervisor to whom Optionee is required to report; or

iv.

a material diminution in Opti o nee ’s base compensation.

Provided that, any such event shall constitute a Good Reason only if (1) Option ee provides written notice to Company within 30 days of the initial existence of the event and (2) Company fails to remedy such circumstance within 30 days after receipt of Optionee ’s written notice of the event. If Company fails to remedy the event within that 30-day period, Optionee will then have 30 days to terminate employment for Good Reason.

The Option will normally terminate on the earlier of (i) the date of the expiration of the Option or (ii) the 90th day after severance of Optionee’s employment relationship with the Company or any Subsidiary, as defined in the Plan, for any reason, for or without cause. Whether an authorized leave of absence, or an absence for military or government service, constitutes severance of Optionee’s employment relationship with the Company or a Subsidiary will be determined by the Committee administering the Plan at the time of the event. However, if before the expiration of the Option , Optionee’s employment relationship with the Company or a Subsidiary terminates as a result of R etirement in G ood S tanding , Change in Control Termination, or D isability, the Option will remain exercisable

in accordance with its terms as if Optionee remained an employee of the Company or a Subsidiary, and in the event of Optionee’s death while employed by the Company or any Subsidiary, the Option may be exercised by the executors or administrators of Optionee’s estate for up to three years following the date of Optionee’s death, but in no event later than the original termination date of the Option . Notwithstanding the foregoing, no Option may be exercised more than ten years from the date of grant, and to the extent not exercised by the applicable deadline, the Option will terminate.

No right or interest of Optionee in the Option may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of Optionee other than as provided in Section 8 . The Option may not be sold, assigned, transferred or otherwise disposed of by Optionee other than by will or the laws of descent and distribution.

By accepting this Award, Option ee acknowledges and agrees that nothing in this Agreement (a) shall be deemed an offer of employment to Option ee; (b) shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate Optionee ’s employment at any time, or (c) shall confer upon Option ee any right to continue in employment of the Company or any Subsidiary.

10.

At the time or times when Optionee wish es to exercise the Option , Optionee shall be required to follow the procedures established for doing so, which the C ommittee may revise from time to time . . Notice of exercise of the Option must be accompanied by a payment equal to the applicable Option exercise price plus all withholding taxes due, if any, such amount to be paid in cash or by tendering, either by actual delivery of shares or by attestation, shares of common stock that are acceptable to the Committee, such shares to be valued at Fair Market Value, as defined in the Plan, as of the day the shares are tendered, or paid in any combination of cash and shares, as determined by the Committee. To the extent permitted by applicable law and the policies adopted from time to time by the Committee, Optionee may elect to pay the exercise price through the contemporaneous sale by a third party broker of shares of common stock acquired upon exercise yielding net sales proceeds equal to the exercise price and any withholding tax due and the remission of those sale proceeds to the Company .

11.

Optionee consents and agrees to electronic delivery of any Plan docu m ents, proxy m aterials, annual reports or other related docu m ents, and to the electronic review, confir m ation and acceptance procedures governing this grant of Options. Optionee consents and agrees that any such electro ni c p r o cedures ma y be effected by a third party engaged by the Co m pany to provide ad mi nistrati v e services related to the Plan, including any program adopted under the Pl an. Optionee further agrees that his or her electronic signature is the sa m e as, and shall ha v e the sa m e fo r ce and effect as, his or her m anual signature.

12.

The Option shall be subject to and governed by the laws of the State of Texas. Th is Agreement, together with this document and the Plan, contains the entire agreement of you and the Company with respect to the Option, and no representation, inducement, promise, or agreement or other similar understanding between you and the Company not embodied herein shall be of any force or effect, and the Company will not be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.

Exhibit 10.4

SYSCO CORPORATION

2013 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Sysco Corporation (the “ Company ” or “ Sysco ”) hereby grants to you (the “ Grantee ”) Restricted Stock Units representing the right to receive on a one-for-one basis, shares of Stock of the Company, pursuant to and subject to the provisions of the Sysco Corporation 2013 Long-Term Incentive Plan, as amended from time to time (the “ Plan ”), and to the Terms and Conditions of Award (the “ Terms and Conditions ”) set forth on Exhibit A to this Restricted Stock Unit Award Agreement (this “ Agreement ”) both of which are incorporated herein by this reference. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Plan.

The number of Restricted Stock Units subject to this Agreement, and the date of this Agreement (the “ Grant Date ”) are set forth in the records of the Company and have been made available to Grantee either (1) directly to Grantee by the Company, or (2) electronically by the Company to Grantee through the website of a third party administrator engaged by the Company. The Restricted Stock Units shall vest in three equal tranches over a period of three years ( i.e. , one-third on each of the first three anniversaries of the Grant Date) commencing on the first anniversary of the Grant Date, subject to any acceleration provisions contained in the Plan or otherwise set forth in this Agreement and Grantee’s continued employment or service with the Company or any of its Subsidiaries from the Grant Date through the applicable vesting date (each date on which Restricted Stock Units vest pursuant to this Agreement, a “ Vesting Date ”).

By accepting this Award, Grantee accepts and agrees to be bound by all of the terms and conditions of the Plan, this Agreement, including the Terms and Conditions, attached hereto as Exhibit A , all of which are made a part of this document. By accepting this Award, Grantee confirms consent to the term of the post-employment covenants communicated to Grantee as a condition precedent to this Agreement, including the associated limitations on Grantee’s behavior following termination of employment. Grantee further acknowledges receipt of the Plan and the Plan Prospectus, which contains important information, including a discussion of the US federal income tax consequences of a grant of Restricted Stock Units. In the event of any conflict between the terms of this Agreement and the Plan, the Plan will control.

This Award is not effective or enforceable until Grantee properly acknowledges acceptance of the Award by completing the electronic receipt as soon as possible, but in no event later than 90 days after the Grant Date . If Grantee does not properly acknowledge acceptance of this Award Agreement on or before 90 days after the Grant Date , this Award will be forfeited.

SYSCO CORPORATION

TERMS AND CONDITIONS OF AWARD

Please carefully review all provisions of the Plan. In addition to the conditions set forth in the Plan, this Award is subject to the following terms and conditions:

1. Grant . The Company hereby grants to Grantee an Award of Restricted Stock Units effective as of the Grant Date, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by this reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan will prevail.

2. Company’s Obligation to Pay . Each Restricted Stock Unit represents the right to receive one (1) share of Stock on the date it vests (or at such later time as indicated in this Agreement). Unless and until the Restricted Stock Units will have vested in the manner set forth in Section 3 of this Agreement, Grantee will have no right to payment of shares of Stock with respect to any such Restricted Stock Units. Prior to actual payment of any shares of Stock with respect to any vested Restricted Stock Units, , if any, will represent an unfunded, unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

3. Vesting .

(a) Subject to Sections 4 and 5, the Restricted Stock Units awarded pursuant to this Agreement will vest in Grantee according to the vesting schedule set forth on the first page of this Agreement, subject to Grantee’s continued service with the Company or one of its Subsidiaries through each applicable Vesting Date. Notwithstanding the foregoing and subject to Section 5, provided that Grantee has been in continuous service with the Company or one of its Subsidiaries since the Grant Date through the date of termination of his or her employment, (a) all Restricted Stock Units subject to this Award shall remain in effect and continue to vest according to the vesting schedule set forth on the first page of this Agreement, irrespective of the continuous service limitations set forth in the first sentence of this Section 3, upon the occurrence of (i) Grantee’s termination of employment by reason of Retirement in Good Standing with the Company or (ii) Grantee’s Disability, and (b) all Restricted Stock Units subject to this Award shall immediately vest, irrespective of the continuous service limitations set forth in the first sentence of this Section 3, upon the occurrence of (i) a “Change in Control Termination” (as defined below) or (ii) Grantee’s termination of employment by reason of death.

(b) For purposes of this Agreement:

(i) “Retirement in Good Standing” means termination of employment after the date Grantee reaches (i) age 55 and Grantee has 10 or more years of service with Sysco, or (ii) age 65, regardless of years of Sysco service.

(ii) “Disability” means that Grantee has been determined by the Social Security Administration to be totally disabled.

(iii) “Change in Control Termination” means the occurrence of both: (A) a Change in Control and (B) during the period commencing 12 months prior to the first occurrence of the Change in Control and ending 24 months after such Change in Control, the Company or one of its Subsidiaries involuntarily terminates Grantee’s employment without Cause or Grantee terminates employment for Good Reason.

(iv) “Good Reason” means:

(A) a material diminution of Grantee’s authority, duties or responsibilities;

(B) a material change in the geographic location at which Grantee must perform services for the Company or its Subsidiaries;

(C) a material diminution in the authority, duties or responsibilities of the supervisor to whom Grantee is required to report; or

(D) a material diminution in Grantee’s base compensation.

Provided that, any such event shall constitute a Good Reason only if (1) Grantee provides written notice to Company within 30 days of the initial existence of the event and (2) Company fails to remedy such circumstance within 30 days after receipt of Grantee’s written notice of the event. If Company fails to remedy the event within that 30-day period, Grantee will then have 30 days to terminate employment for Good Reason.

4. Forfeiture of Unvested Awards upon Termination of Employment other than Upon Death, Disability or Retirement in Good Standing . If Grantee’s employment with the Company or one of its Subsidiaries is voluntarily or involuntarily terminated for any reason other than death, Disability or Retirement in Good Standing from Sysco prior to an applicable Vesting Date, then any unvested Restricted Stock Units granted pursuant to this Award Agreement, will be forfeited and cancelled at no cost to the Company as of the date of Grantee’s termination of employment for a reason other than death, Disability or Retirement in Good Standing from Sysco, and Grantee shall have no further rights hereunder with respect to such unvested Restricted Stock Units.

5. Post-Employment Covenants; Additional Remedies of Clawback and Recoupment .

(a)

Notwithstanding any other term of the Agreement or any prior agreement to the contrary, in order to be eligible to vest in any portion of the Award, Grantee must have entered into an agreement containing restrictive covenants concerning limitations of Grantee’s behavior following termination of employment that is satisfactory to the Company or one of its Subsidiaries. Grantee further agrees that to the extent permitted by applicable law, that upon demand by the Company or one of its Subsidiaries to forfeit, return or

repay the “Benefits and Proceeds” (as defined below) in the event Grantee breaches any post-employment covenant with the Company and/or any of its Subsidiaries.

(b)

For purposes of this Agreement, “Benefits and Proceeds” means:

(i)

to the extent Grantee has received any shares of Stock in satisfaction of the Restricted Stock Units and Grantee continues to hold those shares of Stock, the shares of Stock so acquired;

(ii)

to the extent Grantee has received any shares of Stock in satisfaction of the Restricted Stock Units and no longer owns the shares of Stock so acquired, cash in an amount equal to the Fair Market Value of such shares of Stock on the date of the event set forth in Section 5(a) (which, unless otherwise determined by the Committee, shall be equal to the closing sale price during regular trading hours of the shares of Stock as reported by the New York Stock Exchange on such date); and

(iii)

to the extent Grantee has not received any shares of Stock in satisfaction of the Restricted Stock Units, all of Grantee’s remaining rights, title or interest in the Restricted Stock Units .

6. Time of Payment .

(a) Payment after Vesting . Except as otherwise provided in this Section 6 and subject to Section 7 , any Restricted Stock Units that vest in accordance with Section 3 shall be paid to Grantee (or in the event of Grantee’s death, to Grantee’s estate), in whole shares of Stock within thirty (30) days after the date on which such Restricted Stock Units vest or as soon as administratively practicable thereafter, but in no event later than the date that is two and one-half months following the later of (i) the end of the Company’s taxable year; or (ii) the end of Grantee’s taxable year that includes the vesting date. Notwithstanding anything in the Plan or this Agreement to the contrary, payment to Grantee of Stock upon the vesting of a Restricted Stock Unit shall be delayed, to the extent required by Section 409A of the Code.

(b) Accelerated Vesting Upon a Change of Control of Sysco . If the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award is accelerated upon a Change of Control of Sysco, and such Change of Control is not a “change in the ownership or effective control” or “change in the ownership of a substantial portion of the assets” of Sysco within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations, then such accelerated Restricted Stock Units shall not be paid until the applicable Vesting Date of such Restricted Stock Units, as set forth on the first page of this Agreement, or if earlier, the date of Grantee’s death, Disability or “separation from service” within the meaning of Section 409A of the Code from Sysco (a “ Separation from Service ”); provided however , that if the payment pursuant to this Section 6(b) is to be made upon Grantee’s Separation from Service and as of the date of Grantee’s Separation from Service Grantee is a “specified employee” within

the meaning of Section 409A of the Code then payment of the shares of Stock with respect to the Restricted Stock Units subject to this Section 5(b) shall not be made until the date that is six (6) months and one day following the date of the Participant’s Separation from Service if earlier payment would result in the imposition of the additional tax under Section 409A of the Code.

7 . Withholding of Taxes . Notwithstanding any contrary provision of this Agreement, no certificate representing shares of Stock will be issued to Grantee, unless and until satisfactory arrangements (as determined by the Committee) will have been made by Grantee with respect to the payment of Federal, state, local or foreign income, employment and other taxes which the Committee determines must be withheld (“ Tax Related Items ”) with respect to the shares of Stock so issuable. The Committee hereby allows Grantee, pursuant to such procedures as the Committee may specify from time to time, to satisfy such Tax Related Items, in whole or in part (without limitation) by one or more of the following: (a) paying cash; (b) electing to have the Company (or any Subsidiary) withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld; or (c) electing to have the Company (or any Subsidiary) withhold any amount of Tax Related Items from any wages or other cash compensation payable to Grantee by the Company. If the obligation for Tax Related Items is satisfied by withholding a number of shares of Stock as described above, Grantee will be deemed to have been issued the full number of shares of Stock subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock are held back solely for the purpose of paying the Tax Related Items due as a result of any aspect of the Restricted Stock Units. If Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any applicable Restricted Stock Units are scheduled to vest, the Company (or any Subsidiary) will withhold otherwise deliverable shares of Stock having a Fair Market Value equal to the amount of the Tax Related Items required to be withheld. Further, if Grantee fails to make satisfactory arrangements for the payment of the Tax Related Items at the time any Tax Related Items are required to be withheld and shares of Stock are not otherwise deliverable, the Grantee hereby authorizes the Company (or any Subsidiary) to withhold any amount of Tax Related Items required to be withheld from any wages or other cash compensation payable to Grantee by the Company (or any Subsidiary).

8 . Restrictions on Transfer and Pledge . No right or interest of Grantee in the Restricted Stock Units may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation or liability of Grantee to any other party other than as provided in Section 7 . T he Restricted Stock Units may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

9 . Limitation of Rights . The Restricted Stock Units do not confer upon Grantee or Grantee’s beneficiary, executors or administrators any rights of a stockholder of the Company unless and until shares of Stock are in fact issued to such person in connection with the Restricted Stock Units. This Award is not a promise that additional Awards will be made to Grantee in the future.

1 0 . Not an Employment Agreement . By accepting this Award, Grantee acknowledges and agrees that nothing in this Agreement (a) shall be deemed an offer of employment to Grantee; (b) shall interfere with or limit in any way the right of the Company or

any Subsidiary to terminate Grantee’s employment at any time, or (c) shall confer upon Grantee any right to continue in employment of the Company or any Subsidiary.

1 1 . Notices . All notices delivered pursuant to this Agreement shall be in writing and shall be (a) delivered by hand, (b) mailed by United States certified mail, return receipt requested, postage prepaid, or (c) sent by an internationally recognized courier which maintains evidence of delivery and receipt. All notices or other communications shall be directed to the following addresses (or to such other addresses as such parties may designate by notice to the other parties):

To Sysco: Sysco Corporation

1390 Enclave Parkway

Houston, TX 77077-2099

Attention: General Counsel

To Grantee: The address on file for employee in Sysco’s records

1 2 . Miscellaneous .

(a) No Waiver . Failure by Grantee or Sysco at any time or times to require performance by the other of any provisions in the Agreement will not affect the right to enforce those provisions. Any waiver by Grantee or Sysco of any conditions or of any breach of any term or provision in this Agreement, whether by conduct or otherwise, in any one or more instances, shall apply only to that instance and will not be deemed to waive conditions or breaches in the future.

(b) Severability . If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision.

(d) Amendments or Modifications . No change or modification of this Agreement shall be valid unless it is in writing and signed by the party against which enforcement is sought, except where specifically provided to the contrary herein.

(e) Successors and Assigns . This Agreement shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, executors and legal representatives of the parties hereto.

(f) Headings . The headings of each section of this Agreement are for convenience only.

(g) Electronic Delivery, Signatures and Acceptance . Grantee consents and agrees to electronic delivery of any Plan docu m ents, proxy m aterials, annual reports or other related docu m ents, and to the electronic review, confir m ation and acceptance procedures governing this grant of Restricted Stock Units. Grantee consents and agrees that any such electro ni c p r o cedures ma y be effected by a third party engaged by the Co m pany to provide ad mi nistrati v e services related to the Plan, including any program adopted under the Pl an. Grantee further agrees that his or her electronic signature is the sa m e as, and shall ha v e the sa m e fo r ce and effect as, his or her m anual signature.

( h ) Section 409A . This Agreement and the Restricted Stock Units granted hereunder are intended to comply with, or otherwise be exempt from Section 409A of the Code. This Agreement and the Restricted Stock Units shall be administered, interpreted and construed in a manner consistent with such Code section. Should any provision of this Agreement or the Restricted Stock Units be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring Grantee’s consent (notwithstanding the provisions of Section 1 2 (d)), in such manner as the Committee determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A of the Code. Each amount payable under this Agreement as a payment upon vesting of a Restricted Stock Unit is designated as a separate identified payment for purposes of Section 409A of the Code.

( i ) Entire Agreement . This Agreement, together with the Plan, contains the entire agreement of the parties hereto, and no representation, inducement, promise, or agreement or other similar understanding between the parties not embodied herein shall be of any force or effect, and no party will be liable or bound in any manner for any warranty, representation, or covenant except as specifically set forth herein or in the Plan.

Exhibit 10.5

Sysco Protective Covenants Agreement (RSU Grant)

WHEREAS, Company seeks to retain Employee in a position of special trust and confidence and award Employee certain Restricted Stock Units , and Employee wishes to accept such long term incentives ; and the parties seek to protect Company’s Confidential Information (as defined below), inventions and discoveries, specialized training, and its customer relationships and other goodwill; the parties agree as follows:

SECTION 1 . Benefits and Responsibilities of Employment.

1.1 Position of Trust. Because Employee has been placed into a position of trust and confidence, Company will provide Employee with one or more of the following: (a) portions of the Company’s Confidential Information (through a computer password or other means) and/or updates thereto; (b) authorization to communicate with customers and prospective customers, and reimbursement of customer development expenses in accordance with Company policy limits, to help Employee develop goodwill for Company; (c) authorization to participate in specialized training related to Company’s business and customers ; and/or (d) certain long term incentives granted for purposes of rewarding and retaining Employee . Company agrees to provide Employee these items in exchange for and in reliance upon Employee’s promise to abide by the restrictions in this Agreement.

1.2 Duty of Loyalty and Conflicts of Interest. During employment Employee will dedicate all of his or her working time to the Company and use best efforts to perform the duties assigned, remain loyal, comply with Company policies and procedures, and avoid conflicts of interest. It shall be considered a conflict of interest for Employee to knowingly assist or take steps to form or further a competing business enterprise while employed with the Company. Employee will promptly inform the Company of any business opportunities related to the Company’s line s of business that Employee becomes aware of during employment, and any such opportunities shall be considered the intellectual property of the Company whether pursued by the Company or not.

SECTION 2. Confidentiality and Business Interests .

2.1 Definition of Confidential Information . “ Confidential Information ” refers to an item of information, or a compilation of information, in any form (tangible or intangible), related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use. Confidential Information will not lose its protected status under this Agreement if it becomes generally known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Employee or another person. Confidential Information includes, but is not limited to: (a) Company’s business plans and analysis, customer and prospect lists, marketing plans and strategies, research and development data, buying practices, human resource information and

personnel files, financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and ( b ) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will include trade secrets, but an item of Confidential Information need not qualify as a trade secret to be protected by this Agreement. Company’s confidential exchange of information with a third party for business purposes will not remove it from protection under this Agreement. Employee acknowledges that items of Confidential Information are Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company, and thus, should be treated as Company’s trade secrets.

2.2. Unauthorized Use or Disclosure . Employee agrees he or she will not engage in any unauthorized use or disclosure of Confidential Information (as defined above), or knowingly use Confidential Information to harm or compromise the interests of the Company. The foregoing restriction will apply throughout Employee’s employment and thereafter for so long as the information at issue continues to qualify as a trade secret or Confidential Information as defined above. Employee understands this means he or she may not use or disclose Confidential Information in any manner that is not within the course and scope of employment with the Company and undertaken for the benefit of the Company; provided, however, that nothing herein is intended to prohibit a disclosure that is compelled by law (such as by a court order or valid subpoena). If Employee believes a disclosure of Confidential Information is compelled by law, Employee will give Company as much written notice as possible under the circumstances, will refrain from use or disclosure for as long as the law allows, and will cooperate with Company to protect such information, including taking every reasonable step to protect against unnecessary disclosure.

2.3. Employee Recordkeeping and Computer Use . Employee agrees to use the authorizations, Confidential Information, and other benefits of his or her employment to further the business interests of the Company. Employee agrees to preserve and not destroy records on current and prospective Company customers, suppliers, and other business relationships that he or she develops or helps to develop, and not use these records in any way, directly or indirectly, to harm Company’s business. When Employee terminates employment with Company, or earlier if so requested, he or she will return to Company all documents, records, and materials of any kind in his or her possession or under his or her control, incorporating Confidential Information or otherwise, relating to Company’s business, and any copies thereof (electronic or otherwise). Employee agrees not to use the Company’s computers, servers, email systems, or other electronic communication or storage devices for personal gain, to compete or prepare to compete, or to otherwise knowingly compromise a business interest of the Company; any activity in violation of this provision shall be considered unauthorized use harmful to the Company’s business systems.

SECTION 3 . Protective Covenants. Employee agrees that the following covenants are, (i) ancillary to the other enforceable agreements contained in the Agreement and (ii) reasonable and necessary to protect the Company’s legitimate business interests.

3.1. Definitions Related to Protective Covenants .

(a). “ Covered Customer ” is a Company customer (person or entity) Employee was involved in business-related contact or dealings with in the two (2) year period preceding the end of Employee’s employment with the Company or such shorter period as the Employee may have been employed (the “Look Back Period” ). A customer is understood to include a person or entity with whom the Company is doing business, negotiating to do business, or actively pursuing a business relationship .

(b) “ Conflicting Product or Service ” is a product and/or service that would displace or compete with any product or service of the Company that Employee was involved in or was provided Confidential Information about during the Look Back Period (which is presumed to be all products and services of the Company during the Look Back Period due to the nature of Employee’s position unless employee can show otherwise by clear and convincing evidence). This includes, without limitation, products and services under development by the Company during the Look Back Period. Some examples of conflicting produces or services would be the manufacturing, distribution and/or sale of the food or related nonfood products (including, without limitation, paper products, such as disposable napkins, plates and cups, tableware, such as china and silverware, restaurant and kitchen equipment and supplies, medical and surgical supplies, cleaning supplies, and personal care guest amenities, housekeeping supplies, room accessories and hotel and motel textiles) distributed by the Company and/or its operating companies during the Look Back Period to restaurants, healthcare and educational facilities, lodging establishments or other si milar customers of the Company.

(c) “Competitor” means any person or entity, or division or subsidiary of an entity, that engages in the same line of business as the Company (a line of business that involves providing a Conflicting Product or Service or service to customers or prospective customers of the Company).

(d) “Restricted Territory ” means the geographic area where Employee has regularly engaged in business activities for the Company in person, by phone, or through correspondence during the Look Back Period

3.2 Restriction on Interfering with Employee Relationships . Employee agrees that for a period of one year following the end of Employee's employment with Company, Employee will not knowingly: solicit, induce or encourage an employee of the Company to leave the Company (regardless of who first initiates the communication); help identify or evaluate Company employees for recruitment away from the Company; or, help any person or entity hire an employee away from Company.

3.3. Restriction on Interfering with Customer Relationships . Employee agrees that for a period of one year following the end of Employee's employment with Company, Employee will not, in person or through others, solicit or communicate (regardless of who initiates the communication) with a Covered Customer to induce or encourage the Covered Customer to: stop or reduce doing business with Company; or, to buy or refer persons to a Conflicting Product or Service. The parties agree this restriction is inherently reasonable in its geography because it is limited to the places or locations where the Covered Customer is doing business at the time.

3.4. Restriction on Unfair Competition . Employee agrees that for a period of one year following the end of Employee's employment with Company, Employee will not: accept a job that involves, participate in, provide, supervise, or manage (as an employee, consultant, contractor, officer, owner, director, or otherwise) any activities or services for a Competitor that are the same as, or similar in function or purpose to, those Employee performed or participated in during the Look Back Period on behalf of the Company . This restriction is limited to assisting in the business activities of a Competitor within the Restricted Territory . This Paragraph is not intended to prohibit: (i) activities on behalf of an independently operated subsidiary, division, or unit of a diversified corporation or similar business that has common ownership with a Competitor so long as the business of the independently operated business unit does not involve a Conflicting Product or Service; or, (ii) a passive and non-controlling ownership interest in a Competitor through ownership of less than 2% of the stock in a publicly traded company.

3. 5 . Survival of Restrictions. Before accepting new employment, Employee will advise the prospective future employer of the restrictions in this Agreement. Employee agrees that the Company may also advise a future employer or prospective employer of this Agreement and the Company’s position on the potential application of this Agreement to Employee. Agreement’s post-employment obligations will survive the termination of Employee's employment with Company, regardless of the cause of the termination. If Employee violates one of the post-employment restrictions in this Agreement on which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Employee violates it, up to a maximum extension of time that equals the originally proscribed period of time, so as to give Company the full benefit of the bargained-for length of forbearan ce and no more. If a court finds any of the Agreement’s restrictions unenforceable as written, it is the intention of the parties that the Court revise or reduce the restriction (for the jurisdiction covered by that court only) so as to make it enforceable to protect Company’s interests to the maximum extent legally allowed within that jurisdiction. If Employee becomes employed with or provides services or assistance to a parent or affiliate entity of the Company without signing a new agreement, the parent or affiliate will be considered a third party beneficiary of the this Agreement and shall entitled to the same protections and enforcement rights as the Company under this Agreement.

Section 4 . Special Remedies . If Employee breaches or threatens to breach any of the restrictions or related obligations in this Agreement, the Company may recover: (i)

an order of specific performance or declaratory relief; (ii) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; (iii) damages; (iv) attorney's fees and costs incurred in obtaining relief; and (v) any other legal or equitable relief or remedy allowed by law. The parties agree that One Thousand Dollars ($1,000.00) shall be a reasonable amount of the bond to be posted if an injunction is sought by Company to enforce this Agreement and a bond is required.

SECTION 5 . Severability, Waiver, Modification, Assignment, Governing Law , Voluntariness . It is the intention of the parties that if any provision of the Agreement is determined by a court of competent jurisdiction to be void, illegal or unenforceable, in whole or in part, all other provisions will remain in full force and effect, as if the void, illegal, or unenforceable provision is not part of the Agreement. If either party waives his, her, or its right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. Except where otherwise expressly indicated, the Agreement contains the parties’ entire agreement concerning the matters covered in it. The Agreement may not be waived, modified, altered or amended except by written agreement of all parties or by court order. The Agreement will automatically inure to the benefit of Company’s successors, assigns, and merged entities, as well as the Company’s affiliates, subsidiaries, and parent(s); and, this Agreement may be enforced by any one or more of the foregoing, without need of any further authorization or agreement from Employee. Subject to the arbitration obligations provided for below, Employee consents to and agrees to the personal jurisdiction of the Courts located in Texas over him or her, and waives his or her right to objection to the contrary. The laws of the State of Texas will govern the Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties, regardless of any conflicts of law principles of any state that may be to the contrary. Subject to the arbitration obligations provided for below, the exclusive forum and venue for any legal action arising from this Agreement that can be pursued in a court of law will be a court of competent jurisdiction in Houston, Texas , and Employee consents to the personal jurisdiction of such a court over him or her; provided, however, that if despite Employee’s express consent herein it is found that no court in Houston, Texas has personal jurisdiction over Employee, venue will be proper in the state where Employee last regularly worked for the Company. Employee agrees to the restrictions contained herein voluntarily and not as a result of coercion, duress, or undue influence. Employee has read and fully understands this Agreement and has had an opportunity to consult with an attorney before executing this agreement.

SECTION 6 . Arbitration and Jury Trial Waiver . The parties agree to arbitrate any and all claims arising from this Agreement or the enforcement of it in accordance with the commercial dispute resolution rules of the American Arbitration Association (AAA); provided, however, that either party may pursue temporary injunctive relief to secure specific performance of any restriction provided for in this Agreement until such time as any issues of final relief can be decided through an arbitration, and provided that the parties agree to pursue relief in an individual capacity only and not as part of a class or

collective action in any form. The parties hereby waive their right to jury trial on any legal dispute arising from or relating to this Agreement.

Section 7 . Resolution for Incumbent Employee. Employee has received Confidential Information, specialized training and/or business goodwill with customers through paid employment with the Company with the understanding that this was for the benefit of the Company. Due to the position of trust and confidence held by Employee some post-employment activities would by their nature deprive the Company of the benefit of its Confidential Information and other investments in Employee and cause irreparable harm which justifies post-employment restrictions. However, the nature and scope of the post-employment restrictions that are reasonable and necessary to balance the parties interests is an unresolved matter between the parties. Accordingly, an important purpose of this Agreement is to fully settle and resolve such uncertainties and provide a set of predictable boundaries upon which the parties may rely to avoid future disputes. Thus, this Agreement will be enforced subject to public policies favoring settlement or resolution agreements.

SECTION 8 . Miscellaneous . Nothing in this Agreement will be construed to create a contract of employment for a definite period of time or to prohibit either party from having the freedom to end the employment relationship at-will, with or without cause. The parties hereto have expressly requested that this Agreement, all documents incorporated therein by reference, any notices or other documents to be given under such Agreement, and other documents related thereto be drawn up in the English language. Les parties aux présentes ont expressément exigé que la présente convention et tous les documents qui y sont incorporés par renvoi, ainsi que tout avis donné en vertu de ladite convention ou tout autre document qui s’y rapporte, soient rédigés en anglais.

Exhibit 10.6

SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT

This SECOND Amendment AND WAIVER to Credit Agreement (this “ Amendment ”), effective as of the 31st day of January, 2014, is entered into by and among SYSCO CORPORATION , a Delaware corporation (the “ Company ”), SYSCO INTERNATIONAL, ULC, a British Columbia unlimited liability company (the “ Canadian Borrower ” and, together with the Company, the “ Borrowers ”) , the Guarantors party hereto (the “ Guarantors ”), the Lenders party hereto (the “ Lenders ”), JPMorgan Chase Bank, N.A ., as U.S. Administrative Agent (the “ U.S. Administrative Agent ”) and as Issuing Bank (the “ Issuing Bank ”) and JPMorgan Chase Bank, N.A ., TORONTO BRANCH, as Canadian Administrative Agent (the “ Canadian Administrative Agent ”).

RECITALS

WHEREAS, the Borrowers, the Guarantors, the Lenders, the U.S. Administrative Agent and the Canadian Administrative Agent entered into that certain Credit Agreement dated as of December 29, 2011 (as amended hereby and as otherwise amended or restated from time to time, including by the Waiver referenced below, the “ Credit Agreement ”); and

WHEREAS, pursuant to Section 2.21(a) of the Credit Agreement, the Company delivered written notice to the U.S. Administrative Agent on November 26, 2013, requesting an extension of the Maturity Date to December 29, 2018 (the “ Extension ”); and

WHEREAS, pursuant to that certain Limited Waiver dated as of January 30, 2014 by and among the Company, the Lenders party thereto and the U.S. Administrative Agent (the “ Waiver ”), the parties thereto agreed to waive compliance with the requirement in Section 2.21(b) of the Credit Agreement with respect to the timing of each Lender’s decision to agree or withhold agreement to the Extension until January 31, 2014; and

WHEREAS, the Company desires to increase the U.S. Commitments pursuant to Section 2.20 of the Credit Agreement (the “ 2014 Increase ”); and

WHEREAS, certain Lenders (each an “ Exiting Lender ” and collectively the “ Exiting Lenders ”) have elected not to participate in the Extension or the 2014 Increase; and

WHEREAS, the Exiting Lenders no longer desire to be Lenders under the Credit Agreement and wish to reallocate their Commitments among the other Lenders; and

WHEREAS, in connection with the 2014 Increase, certain banks and financial institutions named on Annex I hereto have requested to join the Credit Agreement as Lenders (each a “ New Lender ” and collectively, the “ New Lenders ”); and

WHEREAS, the Company has requested the Lenders, the U.S. Administrative Agent, the Canadian Administrative Agent and the Issuing Bank to amend certain provisions of the Credit Agreement in order to effect the Extension and the 2014 Increase; and

WHEREAS, the U.S. Administrative Agent, the Canadian Administrative Agent, the Issuing Bank and the Lenders are willing to so amend the Credit Agreement subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrowers, the Guarantors, the Lenders, the U.S. Administrative Agent, the Canadian Administrative Agent and the Issuing Bank agree as follows:

1. Defined Terms . Unless otherwise defined herein, capitalized terms used herein have the meanings assigned to them in the Credit Agreement.

2. Amendments to Section 1.01 .

(a) The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following definition:

“ Maturity Date ” means, subject to extension pursuant to Section 2.21 , December 29, 2018.

(b ) The definition of “Second Amendment Effective Date” as set forth below is hereby added in alphabetical order to Section 1.01 of the Credit Agreement:

“ Second Amendment Effective Date ” means January 31, 2014.

( c ) The last sentence in the definition of “U.S. Commitment” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with the following sentence:

“The aggregate amount of the Lenders’ U.S. Commitments as of the Second Amendment Effective Date is $1,400,000,000.”

3. Amendment to Schedule 2.01 . Schedule 2.01 of the Credit Agreement, which reflects the Commitments, is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto.

4. Amendment to Section 5.09. A new paragraph (d) as set forth below is hereby added to Section 5.09 of the Credit Agreement.

“In the event that the Company provides a guarantee of those certain 8.5% senior notes due 2019 issued by USF Holding Corp., a Delaware corporation, the Company shall, within thirty (30) days thereof, cause USF Holding Corp. to be a Guarantor by causing USF Holding Corp. to execute and deliver a Joinder to the U.S. Administrative Agent (to the extent not prohibited by applicable law or contract; provided that if so prohibited and such prohibition is subsequently removed, such Joinder shall be executed and delivered by USF Holding Corp. at such time). If at any time (x) the Company ceases to be a guarantor of such notes

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and (y) USF Holding Corp. is released from its guarantees (if any) of other Indebtedness of the Company, (i) USF Holding Corp. shall be automatically released from its obligations hereunder, without any need for any formal action by the U.S. Administrative Agent or any Lender, and (ii) the Company shall provide notice of any such event to the U.S. Administrative Agent. Upon the written request of the Company, the U.S. Administrative Agent shall execute any documents reasonably requested by the Company in order to acknowledge the release of USF Holding Corp. from its obligations as a Guarantor.”

5. New Lenders .

(a) By its execution of this Amendment, each New Lender shall become a party to the Credit Agreement as of the Second Amendment Effective Date and shall have all the rights and obligations, severally and not jointly, of a “Lender” under the Credit Agreement as if each were an original signatory thereto, and shall agree, and does hereby agree, severally and not jointly, to be bound by the terms and conditions set forth in the Credit Agreement as if each were an original signatory thereto; and

(b) Each New Lender hereby advises each other party hereto that its respective address for notices and its respective lending office shall be as set forth in Annex I attached hereto.

6. . Reallocation of Commitments . Upon the Second Amendment Effective Date, (i) the Commitments of the Exiting Lenders shall be reallocated among the Lenders to reflect the Commitments set forth on Schedule 2.01 attached hereto and (ii) each Exiting Lender shall cease to be a “Lender” under the Credit Agreement and the Credit Agreement shall have no further force and effect as to such Exiting Lenders other than such provisions that expressly survive termination of the Commitments. Each Exiting Lender joins in the execution of this Amendment solely for the purpose of evidencing its agreement to this Section 6 and for no other purpose.

7. Limited Waiver Regarding 2014 Increase . Subject to the terms and conditions set forth herein, the parties signatory hereto hereby waive compliance with the requirements contained in Section 2.20(a) and Section 2.20 (d) of the Credit Agreement with respect to the notice and other deliverables required to effect the 2014 Increase. The waiver set out in this Section 7 is limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement are intended to be affected hereby. The waiver contained in this Section 7 is granted only with respect to the 2014 Increase and shall not apply to any other Increase.

8. Representations and Warranties .

(a) Each of the Borrowers and Guarantors hereby represents and warrants to the U.S. Administrative Agent, the Canadian Administrative Agent, the Issuing Bank and the Lenders that (i) the execution, delivery and performance of this Amendment has been duly authorized by each of the Borrowers and Guarantors and (ii) the Credit Agreement constitutes a legal, valid and

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binding obligation of each Borrower and Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(b) The Company hereby represents and warrants to the U.S. Administrative Agent, the Canadian Administrative Agent, the Issuing Bank and the Lenders that, as of the Second Amendment Effective Date and immediately after giving effect to this Amendment, (i) the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier) unless expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) and (ii) no Default has occurred and is continuing.

9. Conditions to Effectiveness . This Amendment shall be effective as of the date on which each of the following conditions shall have been satisfied:

(a) the receipt by the U.S. Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Lenders (including the New Lenders), the Issuing Bank and the Exiting Lenders;

(b) receipt by (i) each Lender that was a Lender prior to the Second Amendment Effective Date (each, an “ Existing Lender ”) of an amended and restated promissory note payable to the order of such Existing Lender and (ii) each New Lender of a promissory note payable to the order of such New Lender, in each case, to the extent requested not less than two Business Days prior to the date hereof in accordance with Section 2.10(e) of the Credit Agreement; and

(c) payment by the Borrowers (i) to the U.S. Administrative Agent and the Lenders of all amounts due and payable pursuant to that certain Extension Fee Letter dated January 29, 2014 among the U.S. Administrative Agent, J.P. Morgan Securities LLC and the Company and (ii) to the Applicable Agent of all amounts outstanding immediately prior to the Second Amendment Effective Date under the Credit Agreement in respect of each Exiting Lender.

10. Effect of this Agreement . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the U.S. Administrative Agent, the Canadian Administrative Agent, the Issuing Bank and the Lenders under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions obligations, covenants or agreements of the Borrowers and the Guarantors contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of similar import shall, from and after the Second Amendment Effective Date, unless the context otherwise requires, mean the Credit Agreement after giving effect to this Amendment.

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11. Counterparts . This Amendment may be signed in any number of counterparts, which may be delivered in original, facsimile or other electronic form (i.e., “PDF”) each of which shall be construed as an original, but all of which together shall constitute one and the same instrument.

12. Governing Law . This Amendment shall be construed, and the rights of the parties hereto determined, in accordance with and governed by the law of the State of New York.

13. Final Agreement of the Parties . Any previous agreement among the parties with respect to the subject matter hereof is superseded by the Credit Agreement, as amended by this Amendment. Nothing in this Amendment, express or implied is intended to confer upon any party other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Amendment.

[Signature Pages Follow]

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

COMPANY: SYSCO CORPORATION


	By:	/s/ Russell T. Libby
	Name:	Russell T. Libby
	Title:	Sr. Vice President, General Counsel & Corporate Secretary

Signature Page to Second Amendment to Credit Agreement

CANADIAN BORROWER: SYSCO INTERNATIONAL, ULC


	By:	/s/ Russell T. Libby
	Name:	Russell T. Libby
	Title:	President and Director

Signature Page to Second Amendment to Credit Agreement

GUARANTORS: Lincoln Poultry & Egg Co.;

Sysco Albany, LLC;

Sysco Atlanta, LLC;

Sysco Baltimore, LLC;

Sysco Baraboo, LLC;

Sysco Boston, LLC;

Sysco Central Alabama, Inc.;

Sysco Central California, Inc.;

Sysco Central Florida, Inc.;

Sysco Central Illinois, Inc.;

Sysco Central Pennsylvania, LLC;

Sysco Charlotte, LLC;

Sysco Chicago, Inc.;

Sysco Cincinnati, LLC;

Sysco Cleveland, Inc.;

Sysco Columbia, LLC;

Sysco Connecticut, LLC;

Sysco Detroit, LLC;

Sysco Eastern Maryland, LLC;

Sysco Eastern Wisconsin, LLC;

Sysco Grand Rapids, LLC;

Sysco Gulf Coast, Inc.;

Sysco Hampton Roads, Inc.;

Sysco Indianapolis, LLC;

Sysco Intermountain, Inc.;

Sysco Iowa, Inc.;

Sysco Jackson, LLC;

Sysco Jacksonville, Inc.;

Sysco Kansas City, Inc.;

Sysco Knoxville, LLC;

Sysco Lincoln, Inc.;

Sysco Long Island, LLC;

Sysco Los Angeles, Inc.;

Sysco Louisville, Inc.;

Sysco Memphis, LLC;

Sysco Metro New York, LLC;

Sysco Minnesota, Inc.;

Sysco Montana, Inc.;

Sysco Nashville, LLC;

Signature Page to Second Amendment to Credit Agreement

Sysco New Mexico, LLC;

Sysco North Dakota, Inc.;

Sysco Northern New England, Inc.;

Sysco Philadelphia, LLC;

Sysco Pittsburgh, LLC;

Sysco Portland, Inc.;

Sysco Raleigh, LLC;

Sysco Sacramento, Inc.;

Sysco San Diego, Inc.;

Sysco San Francisco, Inc.;

Sysco Seattle, Inc.;

Sysco South Florida, Inc.;

Sysco Southeast Florida, LLC;

Sysco Spokane, Inc.;

Sysco St. Louis, LLC;

Sysco Syracuse, LLC;

Sysco USA I, Inc.;

Sysco USA II, LLC;

Sysco Ventura, Inc.;

Sysco Virginia, LLC; and

Sysco West Coast Florida, Inc.


	By:	/s/ Russell T. Libby
	Name:	Russell T. Libby
	Title:	Sr. Vice President and Secretary

Signature Page to Second Amendment to Credit Agreement

JPMORGAN CHASE BANK, N.A.,
individually and as U.S. Administrative Agent and as Issuing Bank


	By:	/s/ Barry Bergman
	Name:	Barry Bergman
	Title:	Managing Director

Signature Page to Second Amendment to Credit Agreement

JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
individually and as Canadian Administrative Agent


	By:	/s/ Barry Bergman
	Name:	Barry Bergman
	Title:	Managing Director

Signature Page to Second Amendment to Credit Agreement

BANK OF AMERICA, N.A.


	By:	/s/ Darren Bielawski
	Name:	Darren Bielawski
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

BANK OF AMERICA, N.A. (CANADA BRANCH)


	By:	/s/ Medina Sales de Andrade
	Name:	Medina Sales de Andrade
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

WELLS FARGO BANK, N.A.


	By:	/s/ Nathan R. Rantala
	Name:	Nathan R. Rantala
	Title:	Director

Signature Page to Second Amendment to Credit Agreement

Wells Fargo Bank, N.A., Canadian Branch


	By:	/s/ Marc Philippe Piche
	Name:	Marc Philippe Piche
	Title:	Regional Vice President & Director

Signature Page to Second Amendment to Credit Agreement

TORONTO DOMINION (TEXAS) LLC


	By:	/s/ Marie Fernandes
	Name:	Marie Fernandes
	Title:	Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

THE TORONTO-DOMINION BANK


	By:	/s/ Marie Fernandes
	Name:	Marie Fernandes
	Title:	Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

GOLDMAN SACHS BANK USA


	By:	/s/ Mark Walton
	Name:	Mark Walton
	Title:	Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

THE NORTHERN TRUST COMPANY


	By:	/s/ Keith L. Burson
	Name:	Keith L. Burson
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

BRANCH BANKING AND TRUST COMPANY


	By:	/s/ Matt McCain
	Name:	Matt McCain
	Title:	Senior Vice President

Signature Page to Second Amendment to Credit Agreement

COMERICA BANK


	By:	/s/ L.J. Perenvi
	Name:	L.J. Perenyi
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

PNC BANK, NATIONAL ASSOCIATION


	By:	/s/ John Berry
	Name:	John Berry
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

ZIONS FIRST NATIONAL BANK


	By:	/s/ Thomas C. Etzel
	Name:	Thomas C. Etzel
	Title:	Senior Vice President

Signature Page to Second Amendment to Credit Agreement

U.S. BANK, NATIONAL ASSOCIATION


	By:	/s/ Jonathan F. Lindvall
	Name:	Jonathan F. Lindvall
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

HSBC BANK USA, N.A.


	By:	/s/ Sarah S Knudsen
	Name:	Sarah S Knudsen
	Title:	Vice President

Signature Page to Second Amendment to Credit Agreement

THE BANK OF NEW YORK MELLON


	By:	/s/ Robert Besser
	Name:	Robert Besser
	Title:	Managing Director

Signature Page to Second Amendment to Credit Agreement

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH


	By:	/s/ Jeff Geisbauer
	Name:	Jeff Geisbauer
	Title:	Executive Director


	By:	/s/ D. Shane Bownds
	Name:	D. Shane Bownds
	Title:	Executive Director

Signature Page to Second Amendment to Credit Agreement

SANTANDER BANK, N.A.


	By:	/s/ Scott Wollard
	Name:	Scott Wollard
	Title:	Managing Director

Signature Page to Second Amendment to Credit Agreement

ANNEX I

New Lenders

Name

Address

Primary Credit Contact Information

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank Nederland”, New York Branch

245 Park Avenue

New York, NY 10167

Jeff Geisbauer

Rabobank Nederland

Executive Director

15305 N. Dallas Parkway, Suite 1250

Addison, TX 75001

Telephone: (972) 419-5273

Facsimile: (972) 419-6315

E-mail:jeff.geisbauer@rabobank.com

Santander Bank, N.A.

45 E. 53rd Street

New York, NY 10022

Scott Wollard

Santander Bank, N.A.

Managing Director

45 E. 53rd Street

New York, NY 10022

Telephone: (212) 692-2514

E-mail: scott.wollard@santander.us

Schedule 2.01

COMMITMENTS

Lender	USD Facility	CAD Facility	Total
JPMorgan Chase Bank, N.A.	$ 155,000,000	--	$ 155,000,000
JPMorgan Chase Bank, N.A., Toronto Branch	--	$ 30,000,000	$ 30,000,000
Goldman Sachs Bank USA	$ 175,000,000	$ 10,000,000	$ 185,000,000
Toronto Dominion (Texas) LLC	$ 170,000,000	--	$ 170,000,000
The Toronto-Dominion Bank	--	$ 15,000,000	$ 15,000,000
Wells Fargo Bank, N.A.	$ 170,000,000	--	$ 170,000,000
Wells Fargo Bank, N.A., Canadian Branch	--	$ 15,000,000	$ 15,000,000
HSBC Bank USA, N.A.	$ 120,000,000	--	$ 120,000,000
U.S. Bank, N.A.	$ 120,000,000	--	$ 120,000,000
PNC Bank, National Association	$ 70,000,000	$ 10,000,000	$ 80,000,000
Santander Bank, N.A.	$ 80,000,000	--	$ 80,000,000
The Northern Trust Company	$ 80,000,000	--	$ 80,000,000
Branch Banking and Trust Company	$ 50,000,000	$ 10,000,000	$ 60,000,000
The Bank of New York Mellon	$ 60,000,000	--	$ 60,000,000
Zions First National Bank	$ 60,000,000	--	$ 60,000,000
Comerica Bank	$ 40,000,000	$ 10,000,000	$ 50,000,000
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,"Rabobank Nederland" N.Y. Branch	$ 50,000,000	--	$ 50,000,000
Total	$ 1,400,000,000	$ 100,000,000	$ 1,500,000,000

Exhibit 10.7

364-DAY BRIDGE TERM LOAN AGREEMENT

dated as of

January 31 , 2014

A mong

SYSCO CORPORATION ,
as Borrower

THE LENDERS PARTY HERETO

THE GUARANTORS PARTY HERETO

GOLDMAN SACHS BANK USA ,
as Administrative Agent

JPMORGAN CHASE BANK, N.A.,
TORONTO DOMINION (NEW YORK) LLC
and
WELLS FARGO BANK, N.A.,
as Syndication Agents

HSBC Securities (USA) Inc.
and
U.S. Bank National Association
as Documentation Agent s

GOLDMAN SACHS BANK USA ,
as Sole Bookrunner and Lead Arranger

TABLE OF CONTENTS

Pages


ARTICLE I	DEFINITIONS		1

SECTION 1.01		Defined Terms	1
SECTION 1.02.		Classification of Loans and Borrowings	16
SECTION 1.03.		Terms Generally	16
SECTION 1.04.		Accounting Terms: GAAP	17

ARTICLE II	THE LOANS		17

SECTION 2.01.		Commitments	17
SECTION 2.02.		Loans and Borrowings	18
SECTION 2.03.		Requests for Borrowings	18
SECTION 2.04.		[Reserved]	19
SECTION 2.05.		[Reserved]	19
SECTION 2.06.		Funding of Borrowings	19
SECTION 2.07.		Interest Elections	19
SECTION 2.08.		Voluntary Termination and Reduction of Commitments	21
SECTION 2.09.		Repayment of Loans; Evidence of Debt	21
SECTION 2.10.		Voluntary Prepayment of Loans	22
SECTION 2.11.		Mandatory Reductions of Commitments and Prepayments of Loans	22
SECTION 2.12.		Fees	23
SECTION 2.13.		Interest	24
SECTION 2.14.		Alternate Rate of Interest	24
SECTION 2.15.		Increased Costs	25
SECTION 2.16.		Break Funding Payments	26
SECTION 2.17.		Taxes	26
SECTION 2.18.		Payments Generally; Pro Rata Treatment; Sharing of Set-offs	30
SECTION 2.19.		Mitigation Obligations Replacement of Lenders	31
SECTION 2.20.		[Reserved]	32
SECTION 2.21.		[Reserved]	32
SECTION 2.22.		Defaulting Lenders	32

ARTICLE III	REPRESENTATIONS AND WARRANTIES		33

SECTION 3.01.		Organization Powers	33
SECTION 3.02.		Authorization; Enforceability	33
SECTION 3.03.		Governmental Approvals; No Conflicts	33
SECTION 3.04.		Financial Condition; No Material Adverse Change	33
SECTION 3.05.		Properties	34
SECTION 3.06.		Litigation and Environmental Matters	34
SECTION 3.07.		Subsidiaries	34
SECTION 3.08.		Compliance with Laws and Agreements	34
SECTION 3.09.		Investment Company Status	35

SECTION 3.10.		Taxes	35
SECTION 3.11.		ERISA	35
SECTION 3.12.		Accuracy of Information	35
SECTION 3.13.		OFAC, U.S. Patriot Act, FCPA	35

ARTICLE IV	CONDITIONS		36

SECTION 4.01.		Effective Date	36
SECTION 4.02.		Closing Date	37

ARTICLE V		AFFIRMATIVE COVENANTS	38

SECTION 5.01.		Financial Statements; Ratings Change and Other Information	39
SECTION 5.02.		Notices of Material Events	40
SECTION 5.03.		Existence; Conduct of Business	41
SECTION 5.04.		Payment of Obligations	41
SECTION 5.05.		Maintenance of Properties; Insurance	41
SECTION 5.06.		Books and Records; Inspection Rights	41
SECTION 5.07.		Compliance with Laws	42
SECTION 5.08.		Use of Proceeds	42
SECTION 5.09.		Guarantors	42
SECTION 5.10.		Pro Forma Financial Statements and Other Customary Marketing Materials	42

ARTICLE VI	NEGATIVE COVENANTS		43

SECTION 6.01.		Liens	43
SECTION 6.02.		Sale and Leaseback Transactions	45
SECTION 6.03.		Ratio of Indebtedness to Capitalization	45
SECTION 6.04.		Consolidation, Merger or Acquisition	45
SECTION 6.05.		Dispositions	45

ARTICLE VII	EVENTS OF DEFAULT		46

SECTION 7.01.		Events of Default	46

ARTICLE VIII	GUARANTEE		48

SECTION 8.01.		Guarantee	48

ARTICLE IX	THE AGENTS		49

ARTICLE X	MISCELLANEOUS		51

SECTION 10.01.		Notices	51
SECTION 10.02.		Waivers; Amendments	52

SECTION 10.03.	Expenses; Indemnity; Damage Waiver	53
SECTION 10.04.	Successors and Assigns	55
SECTION 10.05.	Survival	58
SECTION 10.06.	Counterparts; Integration; Effectiveness	58
SECTION 10.07.	Severability	58
SECTION 10.08.	Right of Setoff	58
SECTION 10.09.	Governing Law; Jurisdiction; Consent to Service of Process	59
SECTION 10.10.	WAIVER OF JURY TRIAL	59
SECTION 10.11.	Headings	60
SECTION 10.12.	Confidentiality	60
SECTION 10.13.	Interest Rate Limitation	60
SECTION 10.14.	[Reserved]	61
SECTION 10.15.	USA Patriot Act	61
SECTION 10.16.	Independence of Covenants	61
SECTION 10.17.	No Advisory or Fiduciary Responsibility	61


SCHEDULES :
Schedule 1	Applicable Rate
Schedule 2.01	Commitments
Schedule 3.07	Subsidiaries

EXHIBITS :
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Joinder
Exhibit C	Form of Borrowing Request
Exhibit D	Form of Interest Election Request
Exhibit E	Form of Promissory Note

364-DAY BRIDGE TERM LOAN AGREEMENT (the “ Agreement ”) , dated as of January 31 , 2014 , among SYSCO Corporatio n, a Delaware corporation, the Guarantors party hereto , the Lenders party hereto and Goldman Sachs Bank USA , as Administrative Agent .

For and in consideration of the premises and the promises herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

“ ABR ” , when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Acquired Business ” means the Target and its subsidiaries.

“ Acquisition ” means the acquisition , directly or in directly, by the Borrower of all of the outstanding equity interests of the Target pursuant to the Acquisition Agreement.

“ Acquisition Agreement ” means the Agreement and Plan of Merger, dated as of December 8 , 2013, among the Target, the Borrower, Scorpion Corporation I, Inc. and Scorpion Company II, LLC (including the exhibits and schedules t hereto) .

“ Acquisition Representations ” means the representations made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (but only to the extent that the Borrower or its A ffiliate has the right to decline to consummate the Acquisition or to terminate its obligations under the Acquisition Agreement as a result of a failure of such representations in the Acquisition Agreement to be true and correct ) .

“ Acquisition Transaction ” has the meaning assigned to such term in Section 6.04 .

“ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means Goldman Sachs Bank USA in its capacity as administrative agent for the Lenders hereunder and any successor thereto appointed pursuant to Article IX .

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent .

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agents ” means, collectively, the Administrative Agent and the Arranger.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Adjusted LIBO Rate for an interest period of one month plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate , the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Applicable Percentage ” means , with respect to any Lender, (a) at any time prior to the making of the Loans on the Closing Date, the percentage of the aggregate Commitments represented by such Lender ’ s Commitment and (b) from and after the making of the Loans on the Closing Date, the percentage of the aggregate outstanding Loans represented by such Lender’s Loan ; provided that in the case of Section 2.22 when a Defaulting Lender shall exist, “ Applicable Percentage ” shall be determined without regard to any Defaulting Lender ’ s Commitment or Loan .

“ Applicable Rate ” means , for any day , (i) with respect to any Type of Loan , the applicable rate per annum set forth on Schedule 1 with respect to Loans of such Type and (ii) with respect to Commitment Fees, the applicable rate per annum set forth on Schedule 1 with respect to Commitment Fees , in each case , based upon the ratings by S&P and Moody ’ s, respectively, applicable on such date to the Index Debt as set forth on Schedule 1 .

“ Arranger ” means Goldman Sachs Bank USA, in its capacities as lead arranger and bookrunner with respect to the financing contemplated by this Agreement.

“ Asset Sale ” means the sale or other disposition (including any casualty or condemnation) of any assets (other than (i) the sale or other disposition of inventory or other assets in the ordinary course of business, (ii) intercompany transactions among the Borrower and any Subsidiary and (iii) sales or other dispositions of assets the Net Cash Proceeds of which do not exceed $350 ,000,000 in the aggregate), by the Borrower or any Subsidiary .

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04) , and accepted by the Administrative Agent , in the form of Exhibit A or any other form approved by the Administrative Agent .

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent , has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided , further , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means SYSCO Corporation, a Delaware corporation .

“ Borrower Material Adverse Change ” shall mean any material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower (as defined herein) and the Subsidiaries (as defined herein), taken as a whole ; provided , however , that in determining whether there has been a Borrower Material Adverse Change , any change, event, fact, effect or occurrence attributable to, arising out of, or resulting from any of the following shall be disregarded: (i) general political , economic, business, industry, credit, financial or capital market conditions in the United States or internationally, including conditions affecting generally the principal industries in which the Borrower and its Subsidiaries operate; (ii) the taking of any action required by the Acquisition Agreement (as defined herein); (iii) the announcement of the Acquisition Agreement or pendency of the Mergers, including any Litigation arising from the Mergers and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners, sales representatives or employees of the Borrower or its Subsidiaries, in each case to the extent attributable to, arising out of or resulting from the announcement of the Acquisition Agreement or pendency of the Mergers; (iv) the taking of any action expressly with the prior written approval of the Arranger (as defined herein); (v) pandemics, earthquakes, tornados, hurricanes, floods and acts of God; (vi) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (vii) any change in applicable Law or GAAP (or authoritative interpretation or enforcement thereof) which is proposed, approved or enacted on or after the date of the Acquisition Agreement; and (viii) the failure, in and of itself, of the Borrower to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of the Acquisition Agreement (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Borrower Material Adverse Change ); provided , further , that changes, events, facts, effects or occurrences set forth in clauses (i), (v), (vi) or (vii) may be taken into account in determining whether there has been, could or would be a Borrower Material Adverse Change to the extent such changes, events, facts, effects or occurrences negatively and disproportionately adversely affect the Borrower and its Subsidiaries, taken as whole, in relation to other Persons in the principal industries of the Borrower and its Subsidiaries. In this definition (i) each reference to the “Acquisition Agreement” shall mean the Acquisition Agreement as in effect on December 8, 2013 and (ii) each capitalized term which is not defined in this definition shall have the meaning given to such term in the Acquisition Agreement.

“ Borrower Materials ” has the meaning assigned to such term in Section 5.01 .

“ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Minimum ” means $20,000,000.

“ Borrowing Multiple ” means $ 1 ,000,000.

“ Borrowing Request ” has the meaning specified in Section 2.03 .

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market .

“ Capital Lease ” means any lease in respect of which the lessee ’ s obligations constitute Capital Lease Obligations.

“ 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.

“ Capitalization ” means, without duplication, at any date, the sum of the Indebtedness of the Borrower and the Subsidiaries outstanding on such date, plus the amount set forth opposite the caption “ total shareholders ’ equity ” or any similar caption on the consolidated balance sheet, prepared in accordance with GAAP, of the Borrower and the Subsidiaries, as of such date.

“ Change in Law ” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking into effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) of any Governmental Authority; provided , however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, regulations, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any Governmental Authority with respect to the implementation of the Basel III Accord shall, in each case, be deemed to be a “ Change in Law ” , regardless of the date enacted, adopted or issued.

“ Closing Date ” means the date on or before the Commitment Termination Date on which all of the conditions set forth in Section 4.02 are satisfied (or waived in accordance with Section 10.02 ) and the Loans are made hereunder .

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans hereunder , as such commitment may be (a) reduced from time to time pursuant to Section s 2.08 and 2. 11 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04 . The amount of each Lender ’ s Commitment as of the date hereof is set forth on Schedule 2.01 . The aggregate amount of the Lenders ’ Commitments as of the date hereof is $ 3,386,500,000 .

“ Commitment Fee s ” has the meaning specified in Section 2.12(a) .

“ Commitment Letter ” means that certain commitment letter related to the Commitments, dated as of December 8, 2013, between the Agents and the Borrower.

“ Commitment Termination Date ” means 11:59 p.m. (New York City time) on March 8, 2015 ; provided that, to the extent that the Termination Date (as defined in the Acquisition Agreement) is extended in accordance with Section 8.1(b) of the Acquisition Agreement (as in effect on December 8, 2013) (any such extension, a “ Regulatory Extension ”), the Commitment Termination Date shall be automatically extended (and the Borrower shall provide prompt notice of such extension to the

Administrative Agent) to the date that is the earlier of (i) such extended Termination Date and (ii) September 8, 2015.

“ Consolidated ” refers to the consolidation of the accounts of the Borrower and the Subsidiaries in accordance with GAAP, including principles of consolidation consistent with those applied in the preparation of the consolidated financial statements referred to in Section 3.04 , except as otherwise expressly provided in Section 1.04 .

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Party ” means the Administrative Agent or any Lender.

“ Debt Issuance ” means any sale or issuance of debt securities (including the Notes) or any incurrence of debt for borrowed money , in each case, by the Borrower or any Subsidiary, other than (except in the case of the Notes): (i) Excluded Debt and (ii) Debt Issuances having Net Cash Proceeds in an aggregate amount together with Equity Issuances under clause (v) of the definition of “Equity Issuance”, up to $500,000,000 in the aggregate .

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Defaulting Lender ” means any Lender that (a) has failed to (i) fund any portion of its Loans on the Closing Date in contravention of its obligations hereunder or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder within two Business Days of the date required to be so paid, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party ’ s receipt of such certification in form and substance satisfactory to it and the Administrative Agent (a copy of which shall promptly be shared with the Borrower), or (d) has become the subject of a Bankruptcy Event.

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Domestic Wholly-Owned Subsidiary ” means any Wholly-Owned Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02) , which date is the date of this Agreement .

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Consideration ” means the issuance by the Borrower of its common stock to the Target ’s shareholders pursuant to the Acquisition Agreement .

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ Equity Issuance ” means the issuance of any equity securities or equity-linked securities of the Borrower or any Subsidiary to any Person , other than : (i) the Equity Consideration, (ii) pursuant to any employee equity compensation plan or agreement or other employee equity compensation arrangement, any employee benefit plan or agreement or other employee benefit arrangement or any non-employee director equity compensation plan or agreement or other non - employee director equity compensation arrangement or pursuant to the exercise or vesting of any employee or director stock options, restricted stock or restricted stock units, warrants or other equity awards or pursuant to dividend reinvestment programs, (i i i) securities or interests issued or transferred directly (and not constituting cash proceeds of any issuance of such securities or interests) as consideration in connection with any acquisition (including the Acquisition), divestiture or joint venture arrangement, (iv) Equity Issuances having aggregate Net Cash Proceeds up to $20 ,000,000 required to be made on a Bahamas exchange pursuant to contractual obligations in effect on December 8, 2013, (v) Equity Issuances having aggregate Net Cash Proceeds together with the aggregate principal amount of Debt Issuances under clause (ii) of the definition of “ Debt Issuance ” , up to $500 ,000,000 in the aggregate and (vi) Equity Issuances to the Borrower or any of the Subsidiaries .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower , is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “ reportable event ” , as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of any unpaid “ minimum required contribution ” (as defined in Section 430 of the Code or Section 303 of ERISA), whether or not waived, or with respect to a Multiemployer Plan, any “ accumulated funding deficiency ” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“ Event of Default ” has the meaning assigned to such term in Article VII .

“ Excluded Debt ” means (i) indebtedness, loans, and advances among the Borrower and/or the S ubsidiaries, (ii) credit extensions under the Existing Credit Agreement and other existing credit facilities of the Borrower and its subsidiaries, in each case up to the amount of the existing commitments thereunder as in effect on December 8, 2013 plus any incremental amounts (up to $500 ,000,000 ) permitted to be added to the commitments thereunder pursuant to the terms of such facilities as in effect on December 8, 2013 , (iii) issuances under commercial paper programs, (iv) any trade or customer related financing in the ordinary course of business, (v) the Loans, (vi) ordinary course purchase money and equipment financings, (vii) ordinary course credit lines of Foreign Sub sidiaries for working capital purposes and (viii) debt incurred to refinance, repurchase, repay, redeem or defease ( a ) the Borrower’s 4.60% Senior Notes due March 15, 2014, issued pursuant to the Seventh Supplemental Indenture, dated as of March 5, 2004, to the Indenture, dated as of June 15, 1995, by and between the Borrower, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. and ( b ) the Borrower’s 0.55% Senior Notes due June 12, 2015, issued pursuant to the Fourteenth Supplemental Indenture, dated as of June 12, 2012, to the Indenture, dated as of June 15, 1995, by and between the Borrower, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., in the case of clauses ( a ) and ( b ), that is scheduled to mature within one year of the date of such refinancing, repurchase, repayment, redemption or defeasance .

“ Excluded Taxes ” means, with respect to any Recipient or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) any income, franchise, taxable margin or other Taxes imposed on, with respect to (or measured by) its net income (however denominated) or net profits, by the United States of America, by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any Other Connection Taxes, (c) any branch profits Taxes or similar Taxes imposed by the United States of America or any other jurisdiction described in clause (a) above, (d) any withholding Tax that is imposed by the United States of America on or with respect to payments made to or for the account of such recipient hereunder or under any other Loan Document to the extent such Tax is in effect and would apply as of the date such recipient (A) becomes a party to this Agreement or acquires an interest in a Loan or Commitment or (B) designates a new lending office, except to the extent that such Lender (or assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.17(a), (e) any withholding Tax that is attributable to such Recipient ’ s failure to comply with Section 2.17(e) , (f) Taxes imposed by any jurisdiction (i) in which the Borrower is not organized or resident for tax purposes, (ii) through which no payment is made by or on behalf of the Borrower under this Agreement, and (iii) with respect to which there is no other connection between the making of a payment by or on

behalf of the Borrower under this Agreement and such jurisdiction that would directly result in the imposition of Taxes by such jurisdiction on that payment and (g) any Taxes imposed under FATCA.

“ Existing Credit Agreement ” means the Credit Agreement dated as of December 29, 2011, as amended by the First Amendment to Credit Agreement, dated as of January 12, 2012 , as further amended by the Maturity Extension Agreement, dated as of November 29, 2012 and as further amended by the Second Amendment to Credit Agreement, dated as of January 31, 2014 , among the Borrower , SYSCO International, ULC, a British Columbia unlimited liability company, the subsidiaries designated as guarantors therein, the lenders party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian administrative agent .

“ FATCA ” means Sections 1471 through 1474 of the Code (or any amended or successor version), and any current or future regulations or official interpretations thereof.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fee Letter ” means each of (i) the fee letter, dated as of December 8, 2013, entered into in connection with the financing contemplated hereby by the Borrower, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC , (ii) the joinder fee letter, dated as of December 20, 2013, entered into in connection with the Joinder Agreement by the Borrower, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC and the other financial institutions party thereto and (iii) the fee letter, dated as of the date hereof, entered into in connection with the syndication of the Commitments and Loans by the B orrower, Goldman Sachs Bank USA, Goldman Sachs Lending Partners LLC and certain Lenders party thereto .

“ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Borrower .

“ Foreign Lender ” means any Lender that is not a U.S. Person.

“ Foreign Subsidiary ” means a Subsidiary that is organized under the laws of a jurisdiction other than the United States of America , any state thereof or the District of Columbia.

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

“ Governmental Approval ” means (i) any authorization, consent, approval, license, waiver, ruling, permit, tariff, rate, certification, exemption, filing, variance, claim, order, judgment, decree, sanction or publication of, by or with; (ii) any notice to; (iii) any declaration of or with; or (iv) any registration by or with, or any other action or deemed action by or on behalf of, any Governmental Authority.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ” ) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning assigned to such term in Section 8.01(a) .

“ Guarantor ” means each Person listed on the signature pages hereto as a Guarantor and each Person that becomes a Guarantor hereafter pursuant to Section 5.09 . A Person that is released as a “ Guarantor ” pursuant to Section 5.09 shall no longer constitute a “ Guarantor ” for purposes of this Agreement.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ 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.

“ Indemnified Taxes ” means (a) all Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 10.03(b) .

“ Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“ Information ” means the contents of any information packages for the financing contemplated hereby regarding the business, operations, financial projections and prospects of the Borrower and the Acquired Business including all information relating to the transactions contemplated hereunder prepared by or on behalf of the Borrower reasonably deemed necessary by the Arranger to complete the syndication of the Commitments, and all other information, documentation or materials delivered to the Arranger, the Administrative Agent or the Lenders in connection therewith.

“ Interest Election Request ” has the meaning assigned to such term in Section 2.07 (b) .

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months ’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months ’ duration after the first day of such Interest Period.

“ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Borrower may elect; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Eurodollar Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Joinder ” means an agreement in the form of Exhibit B executed pursuant to Section 5.09(b) .

“ Law ” means all laws, statutes, treaties, ordinances, codes, acts, rules, regulations, Governmental Approvals and orders of all Governmental Authorities, whether now or hereafter in effect.

“ Lenders ” means (a) the financial institutions listed on Schedule 2.01 (other than any such financial institution that has ceased to be a party hereto, pursuant to an Assignment and Assumption) and (b) any financial institution that has become a party hereto pursuant to an Assignment and Assumption.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters Reference LIBOR01 page (or any successor thereto or substitute therefor provided by Reuters, providing rate quotations comparable to those currently provided on such page, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for d ollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which d ollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of JPMorgan Chase Bank, N.A. in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ 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 Borrower or any Subsidiary shall not constitute Liens.

“ Loan ” means a loan made by a Lender to the Borrower pursuant to this Agreement.

“ Loan Document ” means this Agreement and each promissory note issued (if requested) pursuant to Section 2.09(e) , as the same may be amended, restated or otherwise modified and in effect from time to time .

“ Loan Party ” means each of the Borrower and each Guarantor.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement or (c) the rights of the Administrative Agent and the Lenders against the Borrower under any material provision of this Agreement.

“ Material Indebtedness ” means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and the Subsidiaries in an aggrega te principal amount exceeding $150,000,000. For purposes of determining Material Indebtedness, the “ principal amount ” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means the date that is 364 days from the Closing Date or, if such date is not a Business Day, then the immediately preceding Business Day .

“ Maximum Rate ” has the meaning set forth in Section 10.13 .

“ Moody ’ s ” means Moody ’ s Investors Service, Inc.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Cash Proceeds ” means : (a) with respect to an Asset Sale, the excess, if any, of (i) the cash or cash equivalents received (including cash proceeds of non-cash proceeds received by way of deferred payment, but only as and when received) in connection therewith over (ii) the sum of (A) payments made to retire any debt that is secured by such asset and that is required to be repaid in connection with the sale thereof, (B) the reasonable expenses incurred by the Borrower or any S ubsidiar y in connection therewith, (C) taxes reasonably estimated to be payable in connection with such transaction (including taxes resulting from the repatriation of such cash proceeds from a Foreign Sub sidiary ), (D) the amount of reserves established by the Borrower or any Subsidiary in good faith and pursuant to commercially reasonable practices for adjustment in respect of the sale price of such asset or assets in accordance with applicable generally accepted accounting principles, provided that if the amount of such reserves exceeds the amounts charged against such reserve, then such excess, upon the determination thereof, shall then constitute Net Cash Proceeds, and (E) any cash proceeds arising from an Asset Sale or other disposition by a Foreign Sub sidiary to the extent (x) that repatriation thereof would be unlawful, as reasonably determined by the Borrower, or (y) materially adverse tax consequences would result from the repatriation thereof , provided, that such cash or cash equivalents received shall not constitute Net Cash Proceeds pursuant to this clause (a) to the extent (i) reinvested in the Borrower’s or the Subsidiaries ’ business within 9 months following receipt thereof (or, if committed to be reinvested pursuant to a binding agree ment entered into within such 9- month period, to the extent not reinvested within 3 months following the end of such 9 month period) or (ii) in the case of any such proceeds of a casualty or condemnation, applied in the reinstatement or replacement of the affected assets within such period as may be reasonably required to effect such reinstatement or replacement ; and (b) with respect to any Debt Issuance or Equity Issuance, the excess, if any, of (i) cash received by the Borrower or any Subsidiary in connection with such issuance over (ii) the underwriting discounts and commissions and other reasonable expenses incurred by the Borrower or any Subsidiary in connection with such issuance .

“ Net Worth ” means, with respect to any Person, the excess, if any, of the assets of such Person over the liabilities of such Person, each to be determined in accordance with GAAP consistent with those applied in the preparation of the consolidated financial statements referred to in Section 3.04 .

“ Non-Consenting Lender ” has the meaning set forth in Section 2.19(c) .

“ Notes ” means senior unsecured notes issued by the Borrower in connection with the Acquisition pursuant to one or more registered public offerings or Rule 144A or other private placements.

“ Obligations ” means the obligations of the Borrower and each Guarantor hereunder in respect of the payment of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and ( b ) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower under this Agreement.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in any Loan or this Agreement).

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes or other similar charges or levies arising from any payment made hereunder or from the execution, delivery or enforcement of this Agreement.

“ Participant ” has the meaning set forth in Section 10.04 .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “ employer ” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning assigned to such term in Section 5.01 .

“ Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Public Lender ” has the meaning assigned to such term in Section 5.01 .

“ Recipient ” means, as applicable, (a) the Administrative Agent , (b) any Lender and (c) any Participant.

“ Register ” has the meaning assigned to such term in Section 10.04 .

“ Regulatory Extension ” has the meaning assigned to such term in the definition of Commitment Termination Date.

“ Related Fund ” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ Related Parties ” means, with respect to any specified Person, such Person ’ s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person ’ s Affiliates.

“ Required Lenders ” means (i) at any time prior to the making of the Loans on the Closing Date, Lenders holding more than 50% of the aggregate Commitments at such time and (ii) at any time at or after the making of the Loans on the Closing Date, Lenders holding more than 50% of the aggregate Loans outstanding at such time.

“ S&P ” means Standard & Poor ’ s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“ Sale and Leaseback Transaction ” means any arrangement, directly or indirectly, with any Person whereby a seller or a transferor shall sell or otherwise transfer any real or personal property and then or thereafter lease (whether pursuant to a Capital Lease or otherwise) or repurchase under an extended purchase contract, the same or similar property from the purchaser or the transferee of such property.

“ Senior Notes ” means the senior notes and debentures of the Borrower issued pursuant to a supplemental indenture to the Indenture dated as of June 15, 1995 between the Borrower and The Bank of New York Mellon Trust Company, N.A., as successor trustee.

“ Significant Subsidiary ” means a Subsidiary that meets either of the following conditions:

(a) the total assets (after intercompany eliminations) of the Subsidiary exceed ten percent (10%) of the total assets of the Borrower and the Subsidiaries on a Consolidated basis, consolidated as of the end of the most recently completed fiscal year; or

(b) the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary exclusive of amounts attributable to any non-controlling interests exceeds ten percent (10%) of the income of the Borrower and the Subsidiaries on a Consolidated basis, consolidated for the most recently completed fiscal year.

“ Specified Representation ” means each of the representations and warranties made by the Borrower in Section 3.01 (a) , Section 3.02 (a) ( provided that “Transactions” as used in such clause (a) shall be limited to entry into the Loan Documents and , with respect to the Borrower, the borrowing of the Loans on the Closing Date ) , Section 3.02(b) , Section 3.03 (b) , Section 3.03 (c) ( provided that such clause (c) shall apply only with respect to any indenture, instrument or agreement for committed or funded Material Indebtedness ), Section 3.04(a) ( provided that the term “GAAP” as used in such clause (a) shall mean GAAP as then in effect) , Section 3.09 (a) and Section 3.13 .

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject, with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “ Eurocurrency Liabilities ” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent ’ s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of

such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower .

“ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement, provided that such term shall not include any forward or future contract entered into in the ordinary course of business by the Borrower or a Subsidiary which contemplates the actual delivery of a commodity and is not entered into for speculative purposes.

“ Target ” means USF Holding Corp. , a Delaware corporation.

“ Target Indebtedness ” means the I ndebtedness of the Acquired Business outstanding pursuant to that certain (i) Credit and Security Agreement, dated as of August 27, 2012 (as amended or supplemented), (ii) ABL Credit Agreement, dated as of July 3, 2007 (as amended or supplemented), (iii) Credit Agreement, dated as of May 11, 2011 (as amended or supplemented), and (iv) Indenture, dated as of May 11, 2011 .

“ Target Material Adverse Effect ” shall mean any change, event, fact, effect or occurrence that has, or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets or results of operations of the Target and its Subsidiaries (as defined in the Acquisition Agreement), taken as a whole; provided , however , that in determining whether there has been a Target Material Adverse Effect or whether a Target Material Adverse Effect could or would occur, any change, event, fact, effect or occurrence attributable to, arising out of, or resulting from any of the following shall be disregarded: (i) general political , economic, business, industry, credit, financial or capital market conditions in the United States or internationally, including conditions affecting generally the principal industries in which the Target and its Subsidiaries operate; (ii) the taking of any action required by the Acquisition Agreement; (iii) the announcement of the Acquisition Agreement or pendency of the Mergers, including any Litigation arising from the Mergers and including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners, sales representatives or employees of the Target or its Subsidiaries, in each case to the extent attributable to, arising out of or resulting from the announcement of the Acquisition Agreement or pendency of the Mergers; (iv) the taking of any action expressly with the prior written approval of the Borrower (and, except with respect to the taking of any action with respect to which the Borrower is required to give its approval pursuant to the terms of the Acquisition Agreement, with the prior written approval of the Arranger, if such action is materially adverse to the Lenders and the Arranger); (v) pandemics, earthquakes, tornados, hurricanes, floods and acts of God; (vi) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (vii) any change in applicable Law (as defined in the Acquisition Agreement) or GAAP (as defined in the Acquisition Agreement) (or authoritative interpretation or enforcement thereof) which is proposed, approved or enacted on or after the date of the Acquisition Agreement; and (viii) the failure, in and of itself, of the Target to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics before, on or after the date of the Acquisition Agreement (it being understood that the underlying facts giving rise or contributing to such change may be taken into account in determining whether there has been a Target Material Adverse Effect); provided ,

further , that changes, events, facts, effects or occurrences set forth in clauses (i), (v), (vi) or (vii) may be taken into account in determining whether there has been, could or would be a Target Material Adverse Effect to the extent such changes, events, facts, effects or occurrences negatively and disproportionately adversely affect the Target and its Subsidiaries, taken as whole, in relation to other Persons in the principal industries of the Target and its Subsidiaries. In this definition each reference to the “ Acquisition Agreement” shall mean the Acquisition Agreement as in effect on December 8, 2013 and (ii) each capitalized term which is not defined in this definition or in any other provision of this Agreement shall have the meaning given to such term in the Acquisition Agreement.

“ Target Notes ” means the Target’s 8.5% Senior Notes due 2019.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Transactions ” means the execution, delivery and performance by the Borrower and Guarantors of this Agreement and each promissory note (if any) requested by a Lender as contemplated by Section 2. 09 (e) , the borrowing of Loans hereunder , the use of proceeds thereof and the guarantee of the Obligations by the Guarantors.

“ Type ” , when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate

“ U.S. Person ” means any Person that is a “ United States Person ” as defined in Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 2.17(e) .

“ Wholly Owned Subsidiary ” of any Person shall mean a Subsidiary of such Person of which securities (except for directors ’ qualifying shares and/or other nominal amounts of shares required by applicable law to be held by Persons other than such Person) or other ownership interests representing 100% of the equity are, at the time any determination is being made, owned by such Person or one or more wholly owned Subsidiaries of such Person or by such Person and one or more wholly owned Subsidiaries of such Person.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “ Eurodollar Loan ” ). Borrowings also may be classified and referred to by Type (e.g., a “ Eurodollar Borrowing ”) .

SECTION 1.03. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ” , “ includes ” and “including” shall be deemed to be followed by the phrase “without limitation” . The word “ will ” shall be construed to have the same meaning and effect as the word “ shall ” . Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any

restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person ’ s successors and assigns, (c) the words “ herein ” , “ hereof ” and “hereunder” , and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “ asset ” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms: GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. For purposes of the definitions of “ Capital Lease ” and “ Capital Lease Obligations ” and determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “ fair value ” , as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

ARTICLE II

THE LOANS

SECTION 2.01. Commitments . Subject to the terms and conditions set forth herein, each Lender agrees to make a Loan to the Borrower on the Closing Date in an amount equal to such Lender’s Commitment ; provided that if for any reason the full amount of such Lender’s Commitment is not fully drawn on the Closing Date, the undrawn (or, in the case of a Defaulting Lender, unrequested) portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Loans on the Closing Date . The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender ’ s failure to make Loans as required. Any amount borrowed under this Section 2.01 and subsequently repaid or prepaid may not be reborrowed. Each Lender’s Commitment shall terminate immediately and

without further action (x) on the Closing Date after giving effect to the funding of such Lender’s Commitment on such date (it being understood that if any Lender fails to fund requested Loans on the Closing Date in contravention of its obligations hereunder, its Commitment in respect of such requested Loans shall not so terminate) or (y) in accordance with Section s 2.08 and 2.11 .

SECTION 2.02. Loans and Borrowings .

(a) Subject to Section 2.14 , (i) each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans, in each case as the Borrower may request pursuant to Section 2.03 or as otherwise may be provided in this Agreement. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(b) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is at least equal to the Borrowing Minimum and is an integral multiple of the Borrowing Multiple (or, if less, the entire balance of the Loans) . Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 5 Eurodollar Borrowings outstanding.

(c) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03. Requests for Borrowing s . To request a Borrowing on the Closing Date , the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00 noon, New York City time , three Business Days before the Closing Date and (b) in the case of an ABR Borrowing, not later than 10 :00 a.m. , New York City time , on the Closing Date . Each such telephonic notice may, at the Borrower’s option, be conditioned on the consummation of the Acquisition and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written notice of Borrowing substantially in the form of Exhibit C (a “ Borrowing Request ” ) or in such other form reasonably acceptable to the Administrative Agent , in each case, signed by the Borrower . Each such telephonic notice and written Borrowing Request shall specify the following information in compliance with Section 2.02 :

(i) the aggregate amount of the requested Borrowing;

(ii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing ;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “ Interest Period ”; and

(v) the location and number of the account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06 .

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing . If no Interest Period is specified with respect to any requested Eurodollar Borrowing , then the Borrower shall be deemed to have selected an Interest Period of one month ’ s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender ’ s Loan to be made as part of the requested Borrowing.

SECTION 2.04. [ Reserved] .

SECTION 2.05. [ Reserved] .

SECTION 2.06. Funding of Borrowings .

(a) Each Lender shall make the Loan to be made by it hereunder on the Closing Date by wire transfer of immediately available funds in dollars by (i) 10:00 a.m., New York City time (in the event that the request therefor is received not later than 12:00 noon , New York City time, on the Business Day prior to the Closing Date ) , or (ii) 2:00 p.m., New York City time ( if such request is received thereafter ) , to the account of the Administrative Agent most recently designated by it for such purpose by notice to the applicable Lenders . The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the Borrower maintained with the Administrative Agent in New York City , and designated by the Borrower in the applicable Borrowing Request .

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent such Lender ’ s share of the Loan s , the Administrative Agent may assume that such Lender has made such share available on the Closing Date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent , then such Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent , at (i) in the case of such Lender, the greater of (x) the Federal Funds Effective Rate and (y) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowing. If such Lender pays such amount to the Administrative Agent , then such amount shall constitute such Lender ’ s Loan included in such Borrowing.

SECTION 2.07. Interest Elections .

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing , may elect Interest Periods therefor, all as provided in this Section . The Borrower may elect different options with respect to different portions of the affected Borrowing , in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and any Loans resulting from an election made with respect to any such portion shall be considered a separate Borrowing. Notwithstanding any other provision of this

Section, no Borrowing may be converted into or continued as a Eurodollar Borrowing with an Interest Period ending after the Maturity Date.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone ( i ) in the case of a conversion into or continuation of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the effective date of such election and ( ii ) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the effective date of such election . Each such telephonic notice shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written notice substantially in the form of Exhibit D (an “ Interest Election Request ”) or in such other form reasonably acceptable to the Administrative Agent and, in each case, signed by the Borrower . Notwithstanding any other provision of this Section, each conversion or continuation of a Borrowing shall comply with the applicable provisions of Section 2.02 .

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “ Interest Period ”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period , then the Borrower shall be deemed to have selected an Interest Period of one month ’ s duration .

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each participating Lender of the details thereof and of such Lender ’ s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period , the Borrower shall be deemed to have elected that such Borrowing be continued as a Eurodollar Borrowing with an Interest Period of one month . Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent , at the request of the Required Lenders, so notifies the Borrower , then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)

unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto .

SECTION 2.08. Voluntary Termination and Reduction of Commitments .

(a) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that each reduction of the Commitments shall be in an amount th at is an integral multiple of $ 1 ,000,000 and not less than $ 5 ,000,000, or the entire amount of the Commitments .

(b) The Borrower shall notify the Administrative Agent of any election to voluntarily terminate or reduce the Commitments under paragraph ( a ) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, the consummation of any other capital markets transaction or the occurrence of any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanen t . Each reduction of the Commitments shall be made ratably among the applicable Lenders in accordance with their respective Commitments ( provided , that such reduction of the Commitments of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they and the Administrative Agent may otherwise determine) .

SECTION 2.09. Repayment of Loans; Evidence of Debt.

(a) The Borrower hereby unconditionally promises to pay on the Maturity Date, to the Administrative Agent for the account of each Lender , the then unpaid principal amount of each Loan made by such Lender to the Borrower .

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period, if any, applicable thereto and (ii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender ’ s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a

promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit E.

SECTION 2.10. Voluntary Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph ( b ) of this Section .

(b) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any voluntary prepayment pursuant to Section 2.10(a) : (i) in the case of prepayment of a Eurodollar Borrowing , not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing , not later than 11:00 a.m., New York City time , one Business Day before the date of prepayment . Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof, to be prepaid; provided that, a notice of prepayment of the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, the consummation of any other capital markets transaction or the occurrence of any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied . Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing in accordance with Section 2.10(a) shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02 . Each prepayment of a Borrowing in accordance with Section 2.10(a) shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments in accordance with Section 2.10(a) shall be accompanied by accrued interest to the extent required by Section 2.13 .

SECTION 2.11. Mandatory Reductions of Commitments and Prepayments of Loans .

(a) Unless previously terminated, the Commitments shall terminate on the first to occur of (i) the consummation of the Acquisition (after giving effect to any Borrowing of the Loans on the Closing Date pursuant to Section 2.03 ), (ii) the termination of the Acquisition Agreement in accordance with its terms and (iii) the Commitment Termination Date.

(b) In the event that the Borrower or any Subsidiary actually receives any Net Cash Proceeds arising from any Debt Issuance, Equity Issuance or Asset Sale (i) at any time prior to the borrowing of the Loans on the Closing Date, then the Commitments shall be reduced in an amount equal to 100% of such Net Cash Proceeds on the earlier of (x) the date of notice thereof from the Borrower to the Administrative Agent and (y) three (3) Business Days following the receipt by the Borrower or a Subsidiary of such Net Cash Proceeds or (ii) at any time after the borrowing of the Loans on the Closing Date, then the Borrower shall prepay the Loans in an amount equal to 100% of such Net Cash Proceeds not later than three (3) Business Days following the receipt by the Borrower or a Subsidiary of such Net Cash Proceeds. The Borrower shall promptly notify the Administrative Agent of the receipt by the Borrower or a Subsidiary of any such Net Cash Proceeds and the Administrative Agent will promptly notify each Lender of its receipt of each such notice.

(c) Upon an amendment being made to the terms of any Target Indebtedness (other than the Target Notes) to waive the change of control provisions and to modify other provisions thereunder to the extent satisfactory to the Borrower for the purpose of permitting such Target Indebtedness to remain outstanding following the Closing Date, in each case to the extent occurring prior

to the borrowing of the Loans on the Closing Date, the Commitments shall be automatically and permanently reduced by an amount equal to the then outstanding principal amount of such Target Indebtedness.

(d) Upon any permanent prepayment or other reduction (other than prepayments of revolving borrowings to the extent permitted to be reborrowed under existing commitments as of December 8, 2013 or prepayments of other borrowings permitted to be reborrowed in accordance with the Acquisition Agreement (as in effect on December 8, 2013)) of any Target Indebtedness (other than the Target Notes or any such indebtedness with respect to which the Commitments have previously been reduced pursuant to paragraph (c) above), in each case on or prior to the borrowing of the Loans on the Closing Date, by an amount equal to the amount of such Target Indebtedness so prepaid or reduced.

(e) Any termination or reduction of the Commitments pursuant to this Section 2. 11 shall be permanent. Each reduction of the Commitments pursuant to this Section 2. 11 shall be made to the Commitments of the Lenders on a pro rata basis ( provided , that such reduction of the Commitments of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they and the Administrative Agent may otherwise determine ) . E ach prepayment pursuant to this Section 2. 11 shall be applied to the Loans of the Lenders on a pro rata basis.

SECTION 2.12. Fees . Subject to Section 2.22 , the Borrower agrees to pay to the Administrative Agent , for the account of each Lender a commitment fee (collectively, the “ Commitment Fees ”) , which shall accrue at the Applicable Rate on the daily average undrawn Commitment of such Lender and such Commitment Fee shall accrue during the period from and including the date hereof to but excluding the date on which such Commitment terminates . Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which all of the Commitments terminate, commencing on the first such date to occur after the date hereof . All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(a) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender , duration fees in amounts equal to the percentage, as determined in accordance with the grid below, of the principal amount of the Loan of such Lender outstanding at the close of business, New York City time, on each date set forth in the grid below. Such duration fees shall be payable on the dates set forth in the grid below.

Duration Fees
90 days after the Closing Date	180 days after the Closing Date	270 days after the Closing Date
0.50%	0.75%	1.00%

(b) If a Regulatory Extension occurs, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender, a one-time non-refundable extension fee in an aggregate amount equal to 0.075% of the aggregate amount of the Commitments of such Lender outstanding on the date of the first such Regulatory Extension (it being understood that such payment shall only be required with respect to the first such Regulatory Extension). All extension fees shall be payable on the date of such first Regulatory Extension.

(c) The Borrower agrees to pay to the Administrative Agent , the Arranger and the Lenders, the applicable fees payable in the amounts and at the times set forth in the Fee Letters .

(d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of facility fees, participation fees and utilization fees, to the relevant Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest .

(a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate .

(b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent , and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be made in good faith and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by a majority in interest of the Lenders participating in such Borrowing that the Adjusted LIBO Rate for such Interest Period

will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (it being understood and agreed that the Administrative Agent shall give such notice to the Borrower and Lenders promptly after determining such circumstances no longer exist) , (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and such Borrowing shall be converted to or continued on the last day of the Interest Period applicable thereto as an ABR Borrowing and (ii) if any Borrowing Request requests a Eurodollar Borrowing , such Borrowing shall be made as an ABR Borrowing .

SECTION 2.15. Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participations in, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or participation therein;

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes (other than Excluded Taxes described in clause (b) or (f) of the definition of Excluded Taxes that are not (x) income, franchise, taxable margin or other Taxes imposed on, with respect to (or measured by) net income (however denominated) or net profits or (y) branch profits or similar Taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits, reserves, other liabilities or capital attributable thereto ;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender , such additional amount or amounts as will compensate such Lender, for such additional costs incurred or reduction suffered.

(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender ’ s capital or on the capital of such Lender ’ s holding company, if any, as a consequence of this Agreement or the Loans made by, such Lender, to a level below that which such Lender or such Lender ’ s holding company could have achieved but for such Change in Law (taking into consideration such Lender ’ s policies and the policies of such Lender ’ s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender , such additional amount

or amounts as will compensate such Lender or such Lender ’ s holding company, as the case may be, for any such reduction actually suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender ’ s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 60 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender ’ s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 60-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16. Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked here under and is revoked in accordance herewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period, applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 , then, in any such event, the Borrower shall compensate each affected Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section and setting forth in reasonable detail the manner in which such amount or amounts shall have been determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

SECTION 2.17. Taxes .

(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the applicable Loan Party shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions

(including deductions applicable to additional sums payable under this Section) the Administrative Agent or affected Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Loan Party shall make such deductions and (iii) the applicable Loan Party shall pay or remit the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

(b) In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c) The Loan Parties shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of the Loan Parties under any Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17 ) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto , whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, the applicable Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time such Person becomes a party to this Agreement and at such time or times reasonably requested by the Borrower and the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholdings or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(e)(ii)(A) , (ii)(B) and (ii) (D) below) shall not be required if in the Lender ’ s reasonable good faith judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed and executed originals (in

such number of copies as shall be requested by the Borrower or the Administrative Agent) of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. Federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent ) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent ), whichever of the following is applicable:

(i) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement, properly completed and executed originals of IRS Form W-8BEN (or successor forms) establishing an exemption from, or reduction or, U.S. federal withholding Tax pursuant to the “ interest ” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement, properly completed and executed originals of IRS Form W-8BEN (or successor forms) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “ business profits, ” “ other income ” or other applicable article of such tax treaty;

(ii) properly completed and executed originals of IRS Form W-8ECI (or successor forms);

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the Code, (x) a certificate to the effect that (A) such Foreign Lender is not a “ bank ” within the meaning of Section 881(c)(3)(A) of the Code, a “ 10 percent shareholder ” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “ controlled foreign corporation ” described in Section 881(c)(3)(C) of the Code and (B) the interest payments in question are not effectively connected with a U.S. trade or business conducted by such Foreign Lender (a “ U.S. Tax Compliance Certificate ” ) and (y) properly completed and executed originals of IRS Form W-8BEN; or

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), properly completed and executed originals of IRS Form W-8IMY (or successor forms), accompanied by a Form W-8ECI (or successor forms), W-8BEN (or successor forms), U.S. Tax Compliance Certificate, Form W- 9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a

U.S. Tax Compliance Certificate on behalf of each such beneficial owner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the Borrower or the Administrative Agent) on or prior to the date on which such foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) If a payment made to a Lender under this Agreement or any other Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender ’ s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or other amounts as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 2.17 , it shall pay over such refund to such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.17 with respect to the Taxes or other amounts giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , that such Loan Party , upon the request of the Administrative Agent or Lender , agrees to repay the amount paid over to such Loan Party pursuant to this clause 2.17(f) (plus any interest imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event that the Administrative Agent or Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative

Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Loan Party .

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or of amounts payable under Section 2.15 , 2.16 or 2.17 , or otherwise) prior to 1:00 p.m., New York City time , on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent , be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at such account as the Administrative Agent shall from time to time specify in a notice delivered to the Borrower , except that payments pursuant to Sections 2.15 , 2.16 , 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in d ollars, except as otherwise expressly provided.

(b) If at any time insufficient funds are received by and available to the Administrative Agent from the Borrower to pay fully all amounts of principal, interest and fees then due hereunder by the Borrower , such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans ; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the

account of the Lenders that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the applicable Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent , at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.06(b) or 2.18(d) , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender ’ s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.19. Mitigation Obligations Replacement of Lenders .

(a) If any Lender requests compensation under Section 2.15 , or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 , then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 , as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15 , (ii) Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 , (iii) any Lender is a Defaulting Lende r or (iv) any Lender is a Non-Consenting Lender , then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent , require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04) , all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent , which consent shall not unreasonably be withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans , accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) , (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17 , such assignment will result in a reduction in such compensation or payments and (iv) in the case of any replacement of a Non-Consenting Lender such replacement shall be sufficient (together with all other consenting Lenders and other Non-Consenting Lenders being so replaced) to cause the adoption of the applicable modification, waiver or amendment of the Loan Documents . A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

(c) In the event that (i) the Borrower or the Administrative Agent have requested the Lenders to consent to a waiver of any provisions of the Loan Documents or to agree to any amendment or other modification thereto, (ii) the waiver, amendment or modification in question requires the agreement of all affected Lenders or all the Lenders and (iii) the Required Lenders have agreed to such waiver, amendment or modification, then any Lender who does not agree to such waiver, amendment or modification shall be deemed a “ Non-Consenting Lender ”.

SECTION 2.20. [Reserved] .

SECTION 2.21. [Reserved] .

SECTION 2.22. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Commitment Fees shall cease to accrue on the Commitment of such Defaulting Lender pursuant to Section 2.12(a) ;

(b) the Commitment and Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02 ); provided , that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification increasing or extending the Commitment of any such Defaulting Lender, extending the maturity of the Loans of such Defaulting Lender, reducing the rate of interest on any Loan of a Defaulting Lender, forgiving all or any portion of the principal amount of any Loan of such Defaulting Lender ; and

(c) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent ; third , if so determined by the Administrative Agent and the Borrower , to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender ’ s potential future funding obligations with respect to Loans under this Agreement; fourth , to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender ’ s breach of its obligations under this Agreement; fifth , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender ’ s breach of its obligations under this Agreement; and sixth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance

with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.22( c ) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that (i) on the date hereof (only as set forth in Sections 3.01 , 3.02 and 3.03 below) and (ii) on the Closing Date (it being understood that the accuracy of the following representations and warranties, other than the Specified Representations, is not a condition to the funding of the Loans on the Closing Date):

SECTION 3.01. Organization Powers . The Borrower and each Guarantor (a) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and (b) has all requisite power and authority to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required and where the failure so to qualify (either individually or together with all other failures so to qualify) would have a Material Adverse Effect.

SECTION 3.02. Authorization; Enforceability . (a) The Transactions are within the Borrower ’ s and each Guarantor ’ s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action and (b) this Agreement has been duly executed and delivered by the Borrower and Guarantor and constitutes a legal, valid and binding obligation of the Borrower and Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors ’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon the Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, other than, in the case of clauses (b)(i), (b)(iii), (c) and (d), any such violations, conflicts, breaches or liens that individually or in the aggregate would not have a Material Adverse Effect.

SECTION 3.04. Financial Condition; No Material Adverse Change .

(a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and the related statements of consolidated results of operations, shareholders ’ equity and cash flows as of and for the fiscal year ended June 29, 2013, reported on by Ernst & Young LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP.

(b) Since June 29, 2013, there has been no Borrower Material Adverse Change , other than matters disclosed (x) in the most recent 10-K or in any 10-Q or current report on Form 8-K, in each case filed by the Borrower prior to December 8, 2013 or (y) in the Parent Disclosure Letter (as defined in the Acquisition Agreement) as of December 8, 2013.

SECTION 3.05. Properties .

(a) Each of the Borrower and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal property necessary to the operation of the business of the Borrower and its Subsidiaries taken as a whole, except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to the operation of the business of the Borrower and its Subsidiaries taken as a whole, and the use thereof by the Borrower and each such Subsidiary does not infringe upon the rights of any other Person, except for any such infringement that, individually or in the aggregate, would not have a Material Adverse Effect.

SECTION 3.06. Litigation and Environmental Matters .

(a) Except as disclosed in either the most recent 10-K or the most recent 10-Q, in each case filed by the Borrower prior to December 8, 2013, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that question the validity or legality of this Agreement or the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

SECTION 3.07. Subsidiaries . Set forth on Schedule 3.07 is a complete and accurate list (as of the date hereof) of all Subsidiaries showing (as to each such Subsidiary) the correct name thereof and the jurisdiction of its organization or formation. All the outstanding Equity Interests of each Subsidiary have been validly issued, are fully paid and nonassessable and, to the extent owned directly or indirectly by the Borrower, are so owned free and clear of all Liens other than Liens permitted by Section 6.01 .

SECTION 3.08. Compliance with Laws and Agreements . Each of the Borrower and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

SECTION 3.09. Investment Company Status . Neither (a) the Borrower nor (b) any Subsidiary, is an “ investment company ” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.10. Taxes . Each of the Borrower and each Subsidiary has timely filed or caused to be filed all federal and material state, local and foreign Tax returns required to have been filed and has paid or caused to be paid all Taxes shown to be payable on such returns or on any assessments received from any taxing authority by any of them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves (to the extent required by GAAP) and (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. ERISA . No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that, if required to be paid by the Borrower, would reasonably be expected to result in a Material Adverse Effect.

SECTION 3.12. Accuracy of Information . All written Information (other than financial projections, estimates and information of a general economic or industry nature) provided by the Borrower or by its representatives on its behalf to the Administrative Agent or the Lenders in connection with the transactions contemplated hereunder is, when considered together with the Borrower’s Annual Report on Form 10-K for the fiscal year ended June 29, 2013 and the Borrower’s subsequent Quarterly Reports on Form 10-Q as filed with the SEC and subsequent Annual Reports on form 10-K filed with the SEC prior to the time such written Information is furnished and the Registration Statement filed by US Foods, Inc. on Form S-1, dated as of June 6, 2013, together with all amendments thereto filed with the SEC, and US Foods, Inc.’s subsequent Quarterly Reports on Form 10-Q as filed with the SEC and Annual Reports on Form 10-K, as filed with the SEC prior to the time such written information is furnished (all such documents, the “ Public Reports ”), and when taken as a whole and in light of the circumstances when furnished, complete and correct in all material respects at the time furnished and does not at the time furnished contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, in each case when considered together with the Public Reports and when taken as a whole in light of the circumstances under which such statements were made; provided , that such representation with respect to the Target is made to the best of the Borrower’s knowledge. The financial projections and estimates provided to the Administrative Agent or the Lenders by the Borrower or by its representatives on its behalf in connection with the transactions contemplated hereunder have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time such financial projections are so furnished, it being understood and agreed that financial projections are by their nature inherently uncertain and are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material.

SECTION 3.13. OFAC, U.S. Patriot Act, FCPA . The Borrower and each Subsidiary is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the U.S. Patriot Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any

payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

ARTICLE IV

CONDITIONS

SECTION 4.01. Effective Date . The Lenders’ Commitments shall not become effective unless the following conditions are satisfied (or waived in accordance with Section 10.02 ) on or prior to the Commitment Termination Date :

(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or email transmission of a signed signature page of this Agreement) that such party has signed and delivered a counterpart of this Agreement.

(b) The Administrative Agent shall have received each of the following:

(i) copies of the articles of incorporation or certificate of formation, as applicable, of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in the applicable jurisdiction of incorporation or formation, as applicable and a certification by the Secretary or Assistant Secretary of such entity that there have been no changes to such articles of incorporation or certificate of formation, as applicable;

(ii) copies of the bylaws or operating agreement, as applicable, of the Borrower, in each case certified by the Secretary or Assistant Secretary of such entity;

(iii) copies of the resolutions of the Board of Directors or sole members, as applicable, of the Borrower and of resolutions or actions of any other body authorizing the Transactions and the execution of the Loan Documents to which such entity is a party, certified by the Secretary or Assistant Secretary of the applicable entity; and

(iv) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of any officers or employees of the Borrower authorized to sign the Loan Documents to which such entity is a party and to request Loans hereunder (upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed in writing by the Borrower of any change thereto).

(c) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts (including reimbursement or payment of all reasonable out-of- pocket expenses) due and payable pursuant hereto on or prior to the Effective Date , to the extent invoiced not less than two Business Days before the Effective Date .

The Administrative Agent hereby notifies the Borrower and the Lenders of the occurrence of the Effective Date as of the date hereof, which notice is and shall be conclusive and binding.

SECTION 4.02. Closing Date . The obligation of each Lender to make a Loan hereunder is subject to the satisfaction of the following conditions:

(a) The Effective Date shall have occurred.

(b) The Acquisition shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) consummated pursuant to the Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers thereto that in each case are materially adverse to the Lenders and the Arranger, unless the Arranger shall have provided its written consent thereto.

(c) The Target Indebtedness (other than the Target Notes) shall have been (or, substantially contemporaneously with the borrowing of the Loans, shall be) repaid, defeased, constructively defeased, discharged or redeemed and any commitments thereunder shall be terminated; provided , however , that the foregoing condition shall not apply to any such Target Indebtedness with respect to which the required holders have consented to the Acquisition and waived such repayment requirement.

(d) Except as disclosed in and reasonably apparent from the Company SEC Documents filed prior to the date hereof (excluding any disclosures set forth in any such Company SEC Document in any risk factor section, any forward-looking disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein) or in the Company Disclosure Letter ( Section 3.14 of which qualifies this Section 4.02(d) and the other Sections of which qualify this Section 4.02(d) where such Sections’ relevance as an exception to (or disclosure for purposes of) this Section 4.02(d) is reasonably apparent on its face), since the Balance Sheet Date, there shall not have been any change, event, fact, effect or occurrence (or with respect to any change, event, fact, effect or occurrence existing prior to the Balance Sheet Date, any worsening thereof) that has had, or would reasonably be expected to have, either individually or in the aggregate, a Target Material Adverse Effect. Each capitalized term used in this Section 4.02(d) but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Acquisition Agreement (as in effect on December 8, 2013).

(e) The Arranger shall have received (i) for the Borrower (x) audited consolidated financial statements for the three most recent fiscal years ended at least 60 days prior to the Closing Date; and (y) unaudited consolidated financial statements for any interim fiscal quarter or quarters ended after the date of its most recently delivered audited financial statements and more than 45 days prior to the Closing Date, in each case meeting the requirements of Regulations S ‑X and S-K under the Securities Act that would be necessary by a registration statement on Form S-1 to be declared effective and (ii)(x) audited consolidated balance sheets and related audited statements of comprehensive income (loss), stockholders’ equity and cash flows of the Target for each of the three most recently ended fiscal years that have ended at least 90 days prior to the Closing Date; and (ii) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows of the Target for each interim fiscal quarter that has ended after the date of its most recently delivered audited financial statements and at least 45 days prior to the Closing Date, in each case meeting the requirements of Regulation S-X under the Securities Act as would be applicable to an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, as applicable. The Arranger hereby acknowledges that it has received the financial statements in the foregoing clause (i)(x) for the fiscal years ended June 29, 2013, June 30, 2012 and July 2, 2011, in the foregoing clause (i)(y) for the fiscal quarter ended September 28, 2013 and

that the Borrower’s or the Target’s filing of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this Section 4.02(e) .

(f) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts (including reimbursement or payment of all reasonable out-of- pocket expenses) due and payable pursuant hereto on or prior to the Closing Date , to the extent invoiced not less than two Business Days before the Closing Date .

(g) The Administrative Agent shall have received legal opinions from counsel acceptable to the Administrative Agent in form and substance customary for transactions of the type contemplated by this Agreement and reasonably satisfactory to the Administrative Agent (it being understood that the General Counsel of the Borrower shall be acceptable counsel with respect to legal opinions relating to certain corporate matters with respect to the Guarantors, which opinions shall be provided together with each of the applicable items described in Section 4.01(b) with respect to each Guarantor) .

(h) The Administrative Agent shall have received (i) a certificate, dated as of the Closing Date, from the Secretary or Assistant Secretary of the Borrower that there has been no change to the matters previously certified pursuant to Section 4.01(b) (or otherwise providing updates to such certifications) and that each of the conditions set forth in Sections 4.02(b) , (c) and (j) has been satisfied and (ii) a Borrowing Request in accordance with Section 2.03 .

(i) The Administrative Agent shall have received at least 5 days prior to the Closing Date all documentation and other information relating to the Borrower and the Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act reasonably requested in writing by the Administrative Agent at least 10 days prior to the Closing Date.

(j) At the time of and upon giving effect to the borrowing of the Loans, (i) the Acquisition Representations and the Specified Representations shall be true and correct in (except to the extent already qualified by materiality or material adverse effect) all material respects and (ii) there shall not exist any Default or Event of Default which is continuing under Sections 7.01(a) , (b) , (d) , (f) , (g) , (h) , (i) or (j) hereof. Notwithstanding anything in this Agreement, the Commitment Letter, the Fee Letters or the other Loan Documents to the contrary, (A) the only representations relating to the Acquired Business the accuracy of which will be a condition to the availability of Loans on the Closing Date will be the Acquisition Representations and (B) the only other representations the accuracy of which will be a condition to the availability of the Loans on the Closing Date will be the Specified Representations (it being understood that nothing in the preceding clause (A) or (B) will be construed to limit the applicability of the individual conditions set forth in this Section 4.02 , other than Section 4.02(b) or to the extent set forth in such conditions).

ARTICLE V

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full , the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements; Ratings Change and Other Information . The Borrower will furnish to the Administrative Agent:

(a) within 30 days after the date in each fiscal year on which the Borrower is required to file its Annual Report on Form 10-K with the Securities and Exchange Commission (after giving effect to any extensions obtained by the Borrower), (i) such Annual Report on Form 10-K of the Borrower , and (ii) its audited consolidated balance sheet and the related consolidated statements of results of operations, shareholders ’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all audited on by Ernst & Young LLP or other independent public accountants of recognized national standing selected by the Borrower (without a “ going concern ” or like qualification or exception and without any qualification or exception as to the scope of such audit) (other than any such qualification or exception that is expressly solely with respect to, or expressly solely resulting from, the upcoming Maturity Date with respect to the Loans); provided , however , that (x) the Borrower shall be deemed to have furnished said Annual Report on Form 10-K for purposes of clause (i) if it shall have timely made the same available on “ EDGAR ” , its website on the Internet (as of the Effective Date located at www.sysco.com) and/or another relevant website accessible by the Lenders without charge and (y) if said Annual Report on Form 10-K contains such consolidated balance sheet and such consolidated statements of results of operations, shareholders ’ equity and cash flows, and the report of such independent public accountants (without qualification or exception, and to the effect, as specified above), the Borrower shall not be required to comply with clause (ii);

(b) within 30 days after each date in each fiscal year on which the Borrower is required to file a Quarterly Report on Form 10-Q with the Securities and Exchange Commission (after giving effect to any extensions obtained by the Borrower), (i) such Quarterly Report on Form 10-Q of the Borrower, and (ii) its consolidated balance sheet and related consolidated statements of results of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a Consolidated basis, subject to normal year-end audit adjustments and the absence of footnotes; provided , however , that (x) the Borrower shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of clause (i) if it shall have timely made the same available on “ EDGAR ” , its website on the Internet (as of the Effective Date located at www.sysco.com ) and/or another relevant website accessible by the Lenders without charge, and (y) if said Quarterly Report on Form 10-Q contains such consolidated balance sheet and consolidated statements of results of operations and cash flows, the Borrower shall not be required to comply with clause (ii);

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and is continuing and, if a Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.03 and (iii) stating whether any change in GAAP or in the application thereof that is known to such Financial Officer has occurred since the date of the audited financial statements referred to in Section 3.04 that affects in any material respect the calculations required for determining compliance with Section 6.03 (as compared to determining compliance without giving effect to

such change) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) promptly after filing thereof, notice to the Administrative Agent of the filing of all periodic and other reports, proxy statements and other materials required to be filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be, except that the Borrower shall not be required to provide notice of any such filing that is not material to the interests of the Lenders (and in furtherance of the foregoing, the Borrower will give to the Administrative Agent prompt written notice of any change at any time or from time to time of the location of the Borrower ’ s website on the Internet); provided , however, the Borrower shall be deemed to have furnished such notice upon such filings becoming publicly available (whether on “ EDGAR ” or the Borrower ’ s website on the Internet);

(e) promptly after S&P or Moody ’ s shall have announced a downgrade in the rating established or deemed to have been established for the Index Debt, written notice of such rating downgrade;

(f) promptly following the request therefor, all documentation and other information that a Lender reasonably requests in order to comply with its ongoing obligations under applicable “ know your customer ” and anti-money laundering rules and regulations, including the USA Patriot Act; and

(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, the Transactions, the Acquisition, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent ) may reasonably request.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.12 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”

SECTION 5.02. Notices of Material Events . The Borrower will furnish to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any continuing Default within ten (10) Business Days of actual knowledge thereof by a Financial Officer;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary as to which there is a reasonable likelihood of an adverse determination and that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect; and

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business . The Borrower will, and will cause each Guarantor to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that (a) the foregoing shall not prohibit any merger, amalgamation or consolidation permitted under Section 6.04 and (b) the Borrower shall not be required to preserve the corporate existence of any Guarantor or any right or franchise if the Borrower determines that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary.

SECTION 5.04. Payment of Obligations . The Borrower will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities, that if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance . The Borrower will, and will cause each Subsidiary to, (a) keep and maintain all property of the Borrower and its Subsidiaries taken as a whole in good working order and condition, ordinary wear and tear excepted except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and (b) maintain, with financially sound and reputable insurance companies or funds, or through appropriate self-insurance, as applicable, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 5.06. Books and Records; Inspection Rights . The Borrower will, and will cause each Subsidiary to, keep proper books of record and account in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities. During the continuation of a Default or Event of Default and subject to Section 10.12 , the Borrower will permit any representatives designated by the Administrative Agent to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

SECTION 5.07. Compliance with Laws . The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08. Use of Proceeds . The proceeds of the Loans will be used (i) to fund, in part, the Acquisition, (ii) subject to Section 2.11 , to refinance on the Closing Date the Target Indebtedness in connection with the Acquisition and (iii) to pay fees and expenses related to the Transactions and the Acquisition . No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09. Guarantors .

(a) Subject to clauses (b) and (c) below, the Borrower at all times shall cause all of the Domestic Wholly-Owned Subsidiaries that are guarantors of either or both of (i) the Senior Notes and (ii) the obligations under the Existing Credit Agreement, to be Guarantors.

(b) Within thirty (30) days after any Domestic Wholly-Owned Subsidiary becomes a guarantor of the Senior Notes or the Existing Credit Agreement, the Borrower shall cause such Domestic Wholly-Owned Subsidiary to execute and deliver a Joinder to the Administrative Agent.

(c) If at any time (i) a Guarantor (other than the Target) ceases to be a guarantor of the Senior Notes and ceases to be a guarantor of the Existing Credit Agreement, (ii) a Guarantor is dissolved, sold, merged, amalgamated or otherwise disposed of in a manner permitted by this Agreement or (iii) the outstanding principal amount of the Senior Notes is equal to or less than $150,000,000, (A) such Guarantor (or in the case of clause (iii), all Guarantors other than the Target) shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or Lender, and (B) the Borrower shall provide notice of any such event to the Administrative Agent . Upon the written request of the Borrower, the Administrative Agent shall execute any documents reasonably requested by the Borrower in order to acknowledge the release of any such Guarantor from its obligations as a Guarantor.

(d) In the event that the Borrower provides a guarantee of the Target Notes, the Borrower shall, within thirty (30) days thereof, cause the Target to be a Guarantor by causing the Target to execute and deliver a Joinder to the Administrative Agent (to the extent not prohibited by applicable law or contract; provided that if so prohibited and such prohibition is subsequently removed, such Joinder shall be executed and delivered by the Target at such time). If at any time (x) the Borrower ceases to be a guarantor of the Target Notes and (y) the Target is released from its guarantees (if any) of other Indebtedness of the Borrower , (i) the Target shall be automatically released from its obligations hereunder, without any need for any formal action by the Administrative Agent or any Lender, and (ii) the Borrower shall provide notice of any such event to the Administrative Agent . Upon the written request of the Borrower, the Administrative Agent shall execute any documents reasonably requested by the Borrower in order to acknowledge the release of the Target from its obligations as a Guarantor.

SECTION 5.10. Pro Forma Financial Statements and Other Customary Marketing Materials . To the extent not already prepared prior to the Closing Date, the Borrower shall, following the Closing Date use commercially reasonable efforts to prepare as promptly as reasonably practicable and advisable

(given the circumstances, including then-existing market conditions): (i) customary pro forma financial statements for the Borrower (giving effect to the Acquisition) meeting the requirements of Regulation S-X and S-K under the Securities Act that would be necessary for a registration statement on Form S-1 relating to securities issued by the Borrower to be declared effective and (ii) a preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum suitable for use in a customary “road show” for the Notes and in a form that would enable the independent registered public accountants of the Borrower and the Target to render a customary “comfort letter” (including customary “negative assurances”).

ARTICLE VI

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Liens . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) any Lien existing on the Effective Date that secures any obligation not in excess of $50,000,000 individually;

(b) Liens for taxes, assessments or governmental charges or levies to the extent not past due or the validity of which is being contested in good faith by proper proceedings and for which adequate reserves have been established;

(c) Liens imposed by law, such as materialmen ’ s, mechanics ’ , carriers ’ , workmen ’ s, repairmen ’ s, landlord ’ s and other similar Liens arising in the ordinary course of business securing obligations which are not overdue by more than 30 days or the validity of which is being contested in good faith by proper proceedings and for which adequate reserves have been established;

(d) pledges or deposits to secure obligations under worker ’ s compensation laws or similar legislation or to secure public or statutory obligations of the Borrower or any Subsidiary;

(e) Liens upon, and defects of title to, real or personal property, including any attachment of such real or personal property or other legal process prior to adjudication of a dispute upon the merits and adverse judgment on appeal; provided (i) the validity thereof is being contested in good faith by proper proceedings, and adequate reserves have been established with respect thereto and (ii) levy and execution thereon has been stayed;

(f) Liens on real or personal property existing thereon at the time of acquisition thereof (including acquisition by merger or consolidation) and not incurred in contemplation thereof; provided , however , no such Lien shall extend to or cover any property other than the property being acquired;

(g) purchase money Liens on property hereafter acquired or constructed which are created prior to, at the time of, or within 180 days after such acquisition (or, in the case

of property being constructed, the completion of such construction and commencement of full operation of such property, whichever is later) to secure Indebtedness incurred solely for the purpose of financing the acquisition or construction of all or any part of the property being acquired or constructed; provided , however , that in each case the Indebtedness secured by such Lien shall not exceed the lesser of the purchase or construction price of such property or the fair market value of such property and no such Lien shall extend to or cover any property other than the property being acquired or constructed;

(h) Liens on property of the Borrower or a Subsidiary in favor of the United States of America or any political subdivision thereof or in favor of any other country or political subdivision thereof to secure certain payments pursuant to any contract or statute or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or any part of the purchase price (or, in the case of real property, the cost of construction) of the assets subject to such Liens, including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar bond financing;

(i) Liens existing on the property of a business entity at the time such entity becomes a Subsidiary, or at the time substantially all of the assets of such entity are acquired or leased by the Borrower or a Subsidiary and not incurred in contemplation thereof; provided , however , no such Lien shall extend to or cover any property other than the property subject thereto immediately prior to such entity becoming a Subsidiary or the assets of the owner of such property being so acquired or leased;

(j) Liens on the property of a Subsidiary to secure Indebtedness owing to the Borrower or to one or more Wholly Owned Subsidiaries;

(k) pledges, deposits, performance bonds or similar Liens arising in the ordinary course of business in connection with bids, tenders, contracts and leases to which the Borrower or any Subsidiary is a party;

(l) Liens consisting of zoning restrictions, rights-of-way, servitudes, easements, servicing agreements, development agreements, site plan agreements or other restrictions on the use of real property, none of which materially impairs the operation by the Borrower and the Subsidiaries taken as a whole of their respective businesses and none of which is violated by existing or proposed structures or land use;

(m) Liens securing appeal bonds and other similar Liens, arising in connection with court proceedings (including, without limitation, surety bonds, security for costs of litigation where required by law and letters of credit) or any other instruments serving a similar purpose;

(n) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k) ;

(o) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Borrower or any Subsidiary; provided that such Liens do not reduce the value of the assets or interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary;

(p) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, license, franchise, grant or permit, to terminate

any such lease, license, franchise, grant or permit, or to require annual or other payments as a condition to the continuance thereof;

(q) extensions, renewals or replacements in whole or in part of the Liens described in clauses (a), (d), (f), (g), (h), (i), (k), (m), (n), (o) and (p) of this Section 6.01 for the same or a lesser amount of Indebtedness; provided that no such Lien shall extend to or cover any property other than the property theretofore subject to the Lien being extended, renewed or replaced; and

(r) Liens not permitted by any of the foregoing clauses (a) - (q), inclusive, that secure obligations which do not in the aggregate at any time exceed 20% of consolidated Net Worth of the Borrower and its Subsidiaries.

SECTION 6.02. Sale and Leaseback Transactions . The Borrower will not effect, or permit any Subsidiary to effect, a Sale and Leaseback Transaction, unless immediately prior thereto, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.

SECTION 6.03. Ratio of Indebtedness to Capitalization . The Borrower will not at any time permit the ratio of Consolidated Indebtedness to Capitalization to exceed 0.7 to 1.0.

SECTION 6.04. Consolidation, Merger or Acquisition . The Borrower will not, and will not permit any Subsidiary to (a) enter into a consolidation with any other Person or merge with or into any other Person or amalgamate with any other Person or (b) acquire all or substantially all of the assets of or all or substantially all of the Equity Interest in any other Person (any such transaction being herein called an “ Acquisition Transaction ” ), except that:

(i) the Borrower may permit a Subsidiary to merge into or amalgamate with the Borrower or may effect an Acquisition Transaction of a Subsidiary, and a Subsidiary may consolidate or merge with or into or effect an Acquisition Transaction of another Subsidiary;

(ii) the Borrower or any Subsidiary may merge with or amalgamate with, or effect an Acquisition Transaction of, any Person (other than the Borrower or a Subsidiary) if

(A) in the case of any merger or amalgamation involving the Borrower, the Borrower is the continuing Person and, in the case of any merger or amalgamation involving a Subsidiary, the continuing Person (immediately after giving effect to such merger or Acquisition Transaction) is a Subsidiary; and

(B) immediately after the consummation of the merger or Acquisition Transaction, and after giving effect thereto, no Default or Event of Default would exist; and

(iii) the Acquisition may be consummated.

SECTION 6.05. Dispositions . The Borrower will not sell, lease, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and the Subsidiaries, taken as a whole, to any Person.

ARTICLE VII

EVENTS OF DEFAULT

SECTION 7.01. Events of Default . If any of the following events ( “ Events of Default ”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any Guarantor shall fail to pay its obligations hereunder, when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification hereof or waiver hereunder, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement applicable to it contained in Sections 5.02 , 5.03 (with respect to the Borrower ’ s existence), 5.08 or in Article VI ;

(e) Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of Section 7.01) , and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender);

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (giving effect to any period of grace provided with respect thereto);

(g) any other event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or requiring the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Significant Subsidiary, or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, and, in any such

case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section 7.01 , (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Significant Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (exclusive of any amount covered by insurance) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed (for this purpose, a judgment shall be effectively stayed during a period when it is not yet due and payable), or any action shall be legally taken by a judgment creditor to levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment; or

(l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would result in a Material Adverse Effect;

then, (A) (i) solely in the case of the occurrence of an event under clause (b) of this Section 7.01 at any time prior to the borrowing of the Loans on the Closing Date, and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, terminate the Commitments, and thereupon the Commitments shall terminate immediately (it being understood that, without limiting clause (B) below, in no other case shall the Administrative Agent or Required Lenders be permitted in accordance with this Section 7.01 to terminate the Commitments on or prior to the borrowing of the Loans to the Closing Date) and (ii) in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section 7.01 ), and at any time thereafter during the continuance of such event, following the borrowing of the Loans on the Closing Date, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, declare the Loans then outstanding , to be due and payable in whole (or in part, in which case any principal or other amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans , together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (it being understood that neither the Lenders nor the Administrative Agent shall have any rights or remedies under this clause (ii) prior to the borrowing of the Loans on the Closing Date); and (B) in the case of any event with respect to the Borrower described in clause (h) or (i) of this Section 7.01 , the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and

payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

GUARANTEE

SECTION 8.01. Guarantee .

(a) In order to induce the Lenders to extend credit to the Borrower hereunder, each Guarantor hereby, jointly and severally, irrevocably and unconditionally, guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of the Borrower (the “ Guaranteed Obligations ” ). Each Guarantor further agrees that the due and punctual payment of such Guaranteed Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Guaranteed Obligation.

(b) Except as otherwise provided herein, each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee hereunder and notice of protest for nonpayment. The Guarantors ’ guarantee of the Guaranteed Obligations hereunder shall not be affected by (a) the failure of the Administrative Agent or Lender to assert any claim or demand or to enforce any right or remedy against Borrower under the provisions of this Agreement; (b) any extension or renewal of any of the Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement or any other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Guaranteed Obligations; or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation.

(c) Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any other Person.

(d) The guarantee of the Guarantors hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations or otherwise.

(e) Each Guarantor further agrees that its guarantee hereunder shall continue to be effective or be reinstated , as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise.

(f) In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any Guarantor by

virtue hereof, upon the failure of the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Guarantors, jointly and severally, hereby promise to and will, upon receipt of written demand by the Administrative Agent (acting at the direction of the Required Lenders ) , forthwith pay, or cause to be paid, to the Administrative Agent or Lender in cash an amount equal to the unpaid principal amount of such Guaranteed Obligation then due, together with accrued and unpaid interest thereon.

(g) Upon payment by a Guarantor of any sums as provided above, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Guaranteed Obligations owed by the Borrower to the Administrative Agent and the Lenders.

(h) Except as otherwise provided in Section 5.09 , nothing shall discharge or satisfy the liability of any Guarantor hereunder except the termination of the Commitments, payment in full of the Loans made to the Borrower , and the payment of all other Guaranteed Obligations then outstanding (other than contingent indemnification obligations as to which no claim has been asserted).

(i) Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any provisions of applicable state, federal or provincial law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws and after giving effect to the value of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such Guarantor.

ARTICLE IX

THE AGENTS

Each of the Lenders hereby irrevocably appoints the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to each the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Agents shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) neither Agent shall be subject to any fiduciary or other implied duties (other than an implied duty of good faith and fair dealing arising generally under applicable law), regardless of whether a Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances provided in Section 10.02 )

and (c) except as expressly set forth herein, neither Agent shall have any duty to disclose, and neither Agent shall be liable for the failure to disclose, any information relating to the Borrower or any Subsidiary that is communicated to or obtained by such bank serving as an Agent or any of its Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 ) or in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to such Agent.

Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

The Administrative Agent may resign at any time by notifying the Lenders and the Borrower, and such resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed) and (ii) the acceptance of a successor Administrative Agent by the Borrower and the Required Lenders. Upon delivery of any such notice of resignation, the Required Lenders shall have the right to appoint a successor acceptable to the Borrower. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. If neither the Required Lenders nor the Administrative Agent have appointed a successor Administrative Agent which has accepted such appointment prior to the effectiveness of the resignation of the Administrative Agent, the Required Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights,

powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent ’ s resignation hereunder, the provisions of this Article IX and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as the Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.

Each Lender also acknowledges that it will, independently and without reliance upon either Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below and Section 5.01 ), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at 1390 Enclave Parkway, Houston, Texas 77077-2027, Attention of Ajoy H. Karna, Senior Vice President – Finance and Treasurer (email: karna.ajoy@corp.sysco.com, Fax: 281-584-1737), with copies to Attention of General Counsel (email: libby.russel@corp.sysco.com, Fax: 281-584-2510);

(ii) if to a Guarantor, to it in care of the Borrower;

(iii) if to t he Administrative Agent, to Goldman Sachs Bank USA, 200 West Street, New York, NY 10282, Attn: Jerry Smay , email: gs-sbdagency-borrowernotices@ny.email.gs.com , Tel: 972-368-2579, Fax: 212-357-4597 ; and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices from the Administrative Agent to any Lender pursuant to Article II unless otherwise agreed by the Administrative Agent and the

applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) The Platform is provided “as is” and “as available”. None of the Agents nor any of their Related Parties (collectively, the “ Agent Parties ”) warrant the accuracy, adequacy, or completeness of the Platform and each expressly disclaims liability for errors or omissions in the Platform. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Parties in connection with the Platform .

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt (or on such other date as described in Section 10.01(b) ).

SECTION 10.02. Waivers; Amendments .

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender may have had notice or knowledge of such Default at the time.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower, and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders ; provided that, subject to Section 2.22(b) no such agreement shall (i) increase the Commitment of any Lender or decrease the fees payable to any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, without the written consent of each Lender adversely affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan , or any interest thereon, or any fees or other amount payable hereunder, or reduce the amount of, waive

or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender adversely affected thereby, (iv) change Section 2.18(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the definition of “ Required Lenders ” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, or (vi) release all or substantially all of the Guarantors from their obligations hereunder, other than as provided in Section 5.09 , without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of this Agreement, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to this Agreement.

SECTION 10.03. Expenses; Indemnity; Damage Waiver .

(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger or any of their respective Affiliates in connection with the syndication and arrangement of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated); provided that, with respect to fees, charges and disbursements of outside counsel, the Borrower ’ s reimbursement obligations under this clause (i) shall be limited to the reasonable fees, charges and disbursements of a single counsel for the Administrative Agent and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Borrower shall indemnify the Administrative Agent, each Lender and their Affiliates, and each partner, member, officer, director, agent, employee, advisor and controlling Person of any of the foregoing Persons (each such Person being called an “ Indemnitee ” ) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of a single counsel for such Indemnitees taken as a whole and in the case of a conflict of interest, one additional counsel to each group of affected Indemnitees (to the extent necessary with respect to such groups) (and, if necessary, one local counsel in any other relevant jurisdiction), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the arrangement, execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom , (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the

Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons or (B) result from disputes brought by such Indemnitee solely against another Indemnitee or any of its Related Persons or advisors (other than disputes involving claims against any Person in its capacity as, or fulfilling its role as, Administrative Agent, Arranger, syndication agent, documentation agent or similar role in respect of this Agreement) not involving any act or omission by the Borrower, any Subsidiary or any Related Person of the Borrower. For purposes of this Section, the term “ Related Person ” means, with respect to any Person: (a) any controlling Person, controlled Affiliate or subsidiary of such Person, (b) the respective directors, officers or employees of such Person or any of its subsidiaries, controlled Affiliates or controlling Persons and (c) the respective agents of such Person or any of its subsidiaries, controlled Affiliates or controlling Persons.

(c) Without limiting any provision of this Agreement, it is the express intention of the parties hereto that each Indemnitee shall be indemnified and held harmless against any and all losses, liabilities, claims or damages arising out of or resulting from the ordinary sole or contributory negligence of such Indemnitee. Without prejudice to the survival of any other obligations of Borrower hereunder, the obligations of the Borrower under this Section 10.03 shall survive the termination of this Agreement and/or the payment or assignment of the Loans.

(d) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent , such Lender ’ s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(e) To the extent permitted by applicable law, neither an Indemnitee nor the Borrower shall be liable to the Borrower or any Indemnitee in connection with its activities related to this Agreement or in connection with any suit, action or proceeding (i) for any damages arising from the use by unauthorized Persons of information or materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons (except to the extent arising from the bad faith, willful misconduct or gross negligence of such Indemnitee or the Borrower, as applicable) or (ii) for any special, indirect, consequential or punitive damages (it being understood that, to the extent any Indemnitee is liable to a third party for any special, indirect, consequential or punitive damages, the Borrower ’ s indemnification obligations set forth in clause (b) above shall apply, subject to the proviso contained in such clause (b)).

(f) All amounts due under this Section shall be payable not later than 30 days after written demand therefor (including documentation reasonably supporting such reimbursement or indemnification request).

SECTION 10.04. Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby , Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower, provided, that no consent of the Borrower shall be required (x) for an assignment to a Lender or an Affiliate of a Lender or a Related Fund (any two or more Related Funds being treated as a single assignee for all purposes hereof) or (y) if an Event of Default has occurred and is continuing under Sections 7.01(a) , (b) , (h) or (i) , for an assignment to any other assignee, provided further that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received written notice thereof; and

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender immediately prior to giving effect to such assignment.

(v) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate or Related Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender ’ s Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent ) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h) or (i) of Article VII has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender ’ s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500;

(D) the assignee , if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(E) no assignment shall be made to (1) the Borrower or any Subsidiary or any Affiliate of the Borrower, (2) any Defaulting Lender or any of its Affiliates, or any Person who, upon becoming a Lender hereunder, would constitute any of the Persons described in this clause (2), or (3) a natural person.

(vi) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender ’ s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15 , 2.16 , 2.17 and 10.03 with respect to actions taken or liabilities incurred when it was a Lender and in its capacity as such). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(vii) T h e Administrative Agent, acting for this purpose as an agent for the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ” ). The entries in the Register shall be conclusive a bsent manifest error , and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(viii) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee ’ s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No

assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than the Borrower, any Subsidiary or any Affiliate of the Borrower) (a “ Participant ” ) in all or a portion of such Lender ’ s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender ’ s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender ’ s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (i), (ii) and (iii) of the first proviso of Section 10.02(b) . Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15 , 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(i) A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower ’ s prior written consent. A Participant shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17 (e) as though it were a Lender.

(ii) Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant ’ s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any Commitments, Loans, or its other Obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, or other Obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The Participant Register shall be available for inspection by the Borrower and any Recipient, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 10.05. Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15 , 2.16 , 2.17 and 10.03 and Article IX shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent, the Arranger and the Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic photocopy (i.e., “ PDF ” ) shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 10.08. Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender

under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 10.09. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed, and the rights of the parties hereto determined, in accordance with and governed by the law of the State of New York); provided , however , that the laws of the State of Delaware shall govern in determining (a) the interpretation of a Target Material Adverse Effect and whether a Target Material Adverse Effect has occurred, (b) the accuracy of any Acquisition Representation and whether as a result of any inaccuracy thereof the Borrower (or any of its Affiliates) have the right to terminate its obligations (or to decline to consummate the Acquisition) as a result of the failure of such representations in the Acquisition Agreement to be true and correct and (c) whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement (in each case regardless of the laws that might otherwise govern under any applicable principles of conflicts of laws of the State of Delaware).

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from either thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01 . Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 10.10. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 10.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 10.12. Confidentiality. The Administrative Agent and each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates ’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express agreement for the benefit of the Borrower containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any Affiliate of a Lender that is an actual or prospective counterparty to any swap or derivative transaction relating to the Borrower and its obligations or to such Affiliate ’ s advisors in connection with such transaction, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower (and in the case of this clause (ii), the affected party receiving such information does not have actual knowledge that such disclosure is in breach of a confidentiality obligation owed to the Borrower or a Subsidiary) or (i) to Moody’s and S&P and other rating agencies or to market data collectors as determined by the Administrative Agent; provided , that such information is supplied only on a confidential basis . For the purposes of this Section, “ Information ” means all information received from or on behalf of the Borrower relating to the Borrower, a Subsidiary, the Acquired Business or the business of the Borrower, a Subsidiary or the Acquired Business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or is furnished or deemed furnished pursuant to Section 5.01(a)(i) , (b)(i) , (d) or (e) ; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 10.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ” ), shall exceed the maximum lawful rate (the “ Maximum Rate ” ) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 10.14. [Reserved] .

SECTION 10.15. USA Patriot Act . Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and each Guarantor that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender or Administrative Agent, as applicable, to identify the Borrower and each Guarantor in accordance with the USA Patriot Act.

SECTION 10.16. Independence of Covenants . All covenants contained in this Agreement shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that such action or condition would be permitted by an exception to, or otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

SECTION 10.17. No Advisory or Fiduciary Responsibility . In connection with all aspects of each financing transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger, the Lenders and their Affiliates (collectively, solely for purposes of this paragraph, the “ Lenders ”) are arm ’ s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby; (ii) (A) each of the Lenders is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person with respect to the financing transactions contemplated hereby and (B) no Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates.

[ Remainder of page intentionally left blank ]

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

BORROWER:

SYSCO CORPORATION,

By: /s/ Ajoy H. Karna

Name: Ajoy H. Karna

Title: Treasurer

Signature Page to 364 -Day Bridge Term Loan Agreement

GUARANTORS:

LINCOLN POULTRY & EGG CO.

SYSCO ALBANY, LLC

SYSCO ATLANTA, LLC

SYSCO BALTIMORE, LLC

SYSCO BARABOO, LLC

SYSCO BOSTON, LLC

SYSCO CENTRAL ALABAMA, INC.

SYSCO CENTRAL CALIFORNIA, INC.

SYSCO CENTRAL FLORIDA, INC.

SYSCO CENTRAL ILLINOIS, INC.

SYSCO CENTRAL PENNSYLVANIA, LLC

SYSCO CHARLOTTE, LLC

SYSCO CHICAGO, INC.

SYSCO CINCINNATI, LLC

SYSCO CLEVELAND, INC.

SYSCO COLUMBIA, LLC

SYSCO CONNECTICUT, LLC

SYSCO DETROIT, LLC

SYSCO EASTERN MARYLAND, LLC

SYSCO EASTERN WISCONSIN, LLC

SYSCO GRAND RAPIDS, LLC

SYSCO GULF COAST, INC.

SYSCO HAMPTON ROADS, INC.

SYSCO INDIANAPOLIS, LLC

SYSCO INTERMOUNTAIN, INC.

SYSCO IOWA, INC.

SYSCO JACKSON, LLC

SYSCO JACKSONVILLE, INC.

SYSCO KANSAS CITY, INC.

SYSCO KNOXVILLE, LLC

SYSCO LINCOLN, INC.

SYSCO LONG ISLAND, LLC

SYSCO LOS ANGELES, INC.

SYSCO LOUISVILLE, INC.

SYSCO MEMPHIS, LLC

SYSCO METRO NEW YORK, LLC

SYSCO MINNESOTA, INC.

SYSCO MONTANA, INC.

SYSCO NASHVILLE, LLC

SYSCO NEW MEXICO, LLC

SYSCO NORTH DAKOTA, INC.

SYSCO NORTHERN NEW ENGLAND, INC.

SYSCO PHILADELPHIA, LLC

SYSCO PITTSBURGH, LLC

SYSCO PORTLAND, INC.

SYSCO RALEIGH, LLC

SYSCO SACRAMENTO, INC.

SYSCO SAN DIEGO, INC.

SYSCO SAN FRANCISCO, INC.

Signature Page to 364 -Day Bridge Term Loan Agreement

SYSCO SEATTLE, INC.

SYSCO SOUTH FLORIDA, INC.

SYSCO SOUTHEAST FLORIDA, LLC

SYSCO SPOKANE, INC.

SYSCO ST. LOUIS, LLC

SYSCO SYRACUSE, LLC

SYSCO USA I, INC.

SYSCO USA II, LLC

SYSCO VENTURA, INC.

SYSCO VIRGINIA, LLC

SYSCO WEST COAST FLORIDA, INC.

By: /s/ Ajoy H. Karna

Name: Ajoy H. Karna

Title: Treasurer

Signature Page to 364 -Day Bridge Term Loan Agreement

GOLDMAN SACHS BANK USA, individually and as Administrative Agent and as a Lender ,

By: /s/ Robert Ehudin

Name: Robert Ehudin

Title: Authorized Signatory

Signature Page to 364 -Day Bridge Term Loan Agreement

JPMorgan Chase Bank, N.A. , as a Lender

By: /s/ Tony Yung

Name: Tony Yung

Title: Executive Director

Wells Fargo Bank, N.A. , as a Lender

By: /s/ Nathan R. Rantala

Name: Nathan R. Rantala

Title: Director

Toronto Dominion (New York) , as a Lender

By: /s/ Marie Fernandes

Name: Marie Fernandes

Title: Authorized Signatory

HSBC Bank USA, N.A. , as a Lender

By: /s/ Jay Schwartz

Name: Jay Schwartz

Title: Managing Director

US Bank, N.A. , as a Lender

By: /s/ Jonathan F. Lindvall

Name: Jonathan F. Lindvall

Title: Vice President

The Northern Trust Company , as a Lender

By: /s/ Keith L. Burson

Name: Keith L. Burson

Title: Vice President

PNC Bank, N.A. , as a Lender

By: /s/ John Berry

Name: John Berry

Title: Vice President

Santander Bank, N.A. , as a Lender

By: /s/ Scott Wollard

Name: Scott Wollard

Title: Managing Director

Zions First National Bank , as a Lender

By: /s/ Thomas C. Etzel

Name: Thomas C. Etzel

Title: Senior Vice President

Branch Banking and Trust Company , as a Lender

By: /s/ Matt McCain

Name: Matt McCain

Title: Senior Vice President

Signature Page to 364 -Day Bridge Term Loan Agreement

The Bank of New York Mellon , as a Lender

By: /s/ Robert Besser

Name: Robert Besser

Title: Managing Director

Comerica Bank , as a Lender

By: /s/ L.J. Perenyi

Name: L.J. Perenvi

Title: Vice President

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as a Lender

By: /s/ Eric Hurshman

Name: Eric Hurshman

Title: Managing Director

By: /s/ Nader Pasdar

Name: Nader Pasdar

Title: Managing Director

Signature Page to 364 -Day Bridge Term Loan Agreement

SCHEDULE 1

APPLICABLE RATE

Index Debt Rating (S&P or Moody’s)	Applicable Rate for Commitment Fees	Applicable Rate for Loans
		Closing Date through 89 days after Closing Date		90 days after Closing Date through 179 days after Closing Date		180 days after Closing Date through 269 days after Closing Date		270 days after Closing Date and thereafter
		Base Rate Loans	Eurodollar Loans	Base Rate Loans	Eurodollar Loans	Base Rate Loans	Eurodollar Loans	Base Rate Loans	Eurodollar Loans
Rating Category 1: ≥ A+ /A1	6 bps	0 bps	75 bps	0 bps	100 bps	25 bps	125 bps	50 bps	150 bps
Rating Category 2: A / A2	8 bps	0 bps	87.5 bps	12.5 bps	112.5 bps	37.5 bps	137.5 bps	62.5 bps	162.5 bps
Rating Category 3: A- / A3	10 bps	0 bps	100 bps	25 bps	125 bps	50 bps	150 bps	75 bps	175 bps
Rating Category 4: BBB+ / Baa1	12.5 bps	12.5 bps	112.5 bps	37.5 bps	137.5 bps	62.5 bps	162.5 bps	87.5 bps	187.5 bps
Rating Category 5: ≤ BBB / Baa2	17.5 bps	37.5 bps	137.5 bps	62.5 bps	162.5 bps	87.5 bps	187.5 bps	112.5 bps	212.5 bps

For purposes of the foregoing, (i) if only one of Moody’s or S&P shall have in effect a rating for the Index Debt, then that single rating shall be determinative; (ii) if the ratings established by Moody’s and S&P for the Index Debt shall fall within different Rating Categories, the Applicable Rate shall be based on the higher of the two ratings, i.e., that appearing in the numerically lower Rating Category, unless one of the two ratings is two or more Rating Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Rating Category next below that of the higher of the two ratings; and (iii) if the ratings established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if both such rating agencies shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend the definition of “Applicable Rate” to reflect such changed rating system or the unavailability of ratings from such rating

agencies and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

SCHEDULE 2.01

COMMITMENTS


LENDER	COMMITMENT
Goldman Sachs Bank USA .................................................	$ 1,354,600,000.02
JPMorgan Chase Bank, N.A.. ...........................................	$ 374,297,368.42
Wells Fargo Bank, N.A. .....................................................	$ 374,297,368.42
Toronto Dominion (New York) LLC ...................................	$ 374,297,368.42
HSBC Bank USA, N.A. ...................................................	$ 222,796,052.63
US Bank, N.A.. ...............................................................	$ 222,796,052.63
The Northern Trust Company .............................................	$ 100,000,000.00
PNC Bank, National Association .........................................	$ 100,000,000.00
Santander Bank .................................................................	$ 100,000,000.00
Zions First National Bank ...................................................	$ 34,471,929.82
Branch Banking & Trust Company .........................................	$ 34,471,929.82
The Bank of New York Mellon ...........................................	$ 34,471,929.82
Comerica Bank .................................................................	$ 30,000,000.00
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., (“Rabobank Nederland”)	$ 30,000,000.00
TOTAL .............................................................................	$ 3,386,500,000.00

Schedule 3.07

Subsidiaries

Bahamas

Bahamas Food Holdings Limited

Bahamas Food Services Limited

California

Economy Foods, Inc.

FreshPoint San Francisco, Inc.

FreshPoint Southern California, Inc.

Goldberg and Solovy Foods, Inc.

Sysco Central California, Inc.

Sysco San Francisco, Inc.

Canada

Conan Foods Inc.

SFS Canada I, LP

SFS Canada II, LP

SFS GP I, Inc.

SFS GP II, Inc.

Sysco Canada, Inc.

Sysco Holdings of B.C., Inc.

Sysco Holdings of Kelowna, Inc.

Cayman Islands

Sysco George Town Limited

Sysco Grand Cayman Company

Sysco Grand Cayman II Company

Colorado

FreshPoint Denver, Inc.

Delaware

A La Carte, LLC

A.M. Briggs, Inc.

Baugh North Central Cooperative, Inc.

Buckhead Beef Company

Contract Administrative Services, Inc.

Enclave Properties, LLC

European Imports, Inc.

Freedman Food Service of Denver, Inc.

Freedman Meats, Inc.

Freedman-KB, Inc.

FreshPoint Arizona, Inc.

FreshPoint California, Inc.

FreshPoint Central California, Inc.

FreshPoint Connecticut, LLC

FreshPoint Dallas, Inc.

FreshPoint Las Vegas, Inc.

FreshPoint Oklahoma City, LLC

P age 1 of 4

FreshPoint Pompano Real Estate, LLC

FreshPoint South Texas, LP

FreshPoint Tomato, LLC

FreshPoint, Inc.

Fulton Provision Co.

Guest Packaging, LLC

HS Ventures, LLC

Leapset, Inc.

Malcolm Meats Company

Restaurant of Tomorrow, Inc.

Specialty Meat Holdings, LLC

Sysco Albany, LLC

Sysco Arizona Leasing, a division of Sysco Leasing, LLC

Sysco Arizona, a Division of Sysco USA I, Inc.

Sysco Asian Foods, Inc.

Sysco Atlanta, LLC

Sysco Baltimore, LLC

Sysco Baraboo, LLC

Sysco Boston, LLC

Sysco Central Alabama, Inc.

Sysco Central Florida, Inc.

Sysco Central Illinois, Inc.

Sysco Central Pennsylvania, LLC

Sysco Charlotte, LLC

Sysco Chicago, Inc.

Sysco Cincinnati, LLC

Sysco Cleveland, Inc.

Sysco Columbia, LLC

Sysco Connecticut, LLC

Sysco Corporation

Sysco Detroit, LLC

Sysco Eastern Maryland, LLC

Sysco Eastern Wisconsin, LLC

Sysco Global Resources, LLC

Sysco Global Services, LLC

Sysco Grand Rapids, LLC

Sysco Guest Supply, LLC

Sysco Gulf Coast, Inc.

Sysco Hampton Roads, Inc.

Sysco Holdings, LLC

Sysco Indianapolis, LLC

Sysco Intermountain, Inc.

Sysco Iowa, Inc.

Sysco Jackson, LLC

Sysco Jacksonville, Inc.

Sysco Knoxville, LLC

Sysco Las Vegas, a Division of Sysco USA I, Inc.

Sysco Leasing, LLC

Sysco Long Island, LLC

Sysco Los Angeles, Inc.

Sysco Louisiana Seafood, LLC

P age 2 of 4

Sysco Louisville, Inc.

Sysco Memphis, LLC

Sysco Merchandising and Supply Chain Services, Inc.

Sysco Metro New York, LLC

Sysco Minnesota, Inc.

Sysco Montana, Inc.

Sysco Nashville, LLC

Sysco Netherlands Partners, LLC

Sysco New Mexico, LLC

Sysco Newport Meat Company

Sysco North Central Florida, Inc.

Sysco North Dakota, Inc.

Sysco Philadelphia, LLC

Sysco Pittsburgh, LLC

Sysco Portland, Inc.

Sysco Raleigh, LLC

Sysco Resources Services, LLC

Sysco Riverside, Inc.

Sysco Sacramento, Inc.

Sysco San Diego, Inc.

Sysco Seattle, Inc.

Sysco South Florida, Inc.

Sysco Southeast Florida, LLC

Sysco Spokane, Inc.

Sysco St. Louis, LLC

Sysco Syracuse, LLC

Sysco USA I, Inc.

Sysco USA II, LLC

Sysco Ventura, Inc.

Sysco Ventures, Inc.

Sysco Virginia, LLC

Sysco West Coast Florida, Inc.

Sysco Western Minnesota, Inc.

Sysco-Desert Meats Company, Inc.

The SYGMA Network, Inc.

Florida

FreshPoint Central Florida, Inc.

FreshPoint North Florida, Inc.

FreshPoint South Florida, Inc.

Sysco International Food Group, Inc.

Georgia

FreshPoint Atlanta, Inc.

Hong Kong

Guest Supply Asia, Limited

Shenzhen Guest Supply Trading Co., Limited

Ireland

Dan O'Sullivan (Turners Cross) Cork

Keelings & Curleys Distribution Limited

Keelings Farm Fresh

P age 3 of 4

Pallas Foods

Seaview Farm Produce Company

Maine

Sysco Northern New England, Inc.

Michigan

Focus Foodservice, LLC

Missouri

Sysco Kansas City, Inc.

Nebraska

Sysco Lincoln Transportation Company, Inc.

Sysco Lincoln, Inc.

Netherlands

Sysco Global Holdings, B.V.

SYY Netherlands C.V.

New Brunswick

Sysco Holdings Limited

New York

Walker Foods, Inc.

Northern Ireland

Arnotts (Fruit) Limited

Crossgar Foodservice Limited

Nova Scotia

Sysco Canada, Company

Sysco International, ULC

Ontario

Sysco Central Ontario, Inc.

Puerto Rico

FreshPoint Puerto Rico, LLC

Tennessee

FreshPoint North Carolina, Inc.

Texas

Dust Bowl City, LLC

Freedman Food Service of Dallas, Inc.

Freedman Food Service of San Antonio, LP

Freedman Food Service, Inc.

Sysco Disaster Relief Foundation, Inc.

Sysco Foundation, Inc.

United Kingdom

Sysco Guest Supply Europe Limited

P age 4 of 4

EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “ Assignment and Assumption ” ) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “ Assignor ” ) and [Insert name of Assignee] (the “ Assignee ” ). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ” ), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor ’ s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facilities identified below (including any guarantees in respect thereof) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “ Assigned Interest ” ). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignor:

Assignee: [and is an Affiliate/Related Fund of [Identify Lender]]

Borrower: Sysco Corporation

Administrative Agent: Goldman Sachs Bank USA, as Administrative Agent under the Credit Agreement

Credit Agreement: The 364-Day Bridge Term Loan Agreement dated as of January 31, 2014, among Sysco Corporation , the Guarantors party thereto, the Lenders party thereto and Goldman Sachs Bank USA as Administrative Agent.

Assigned Interest:

Exhibit A- 1

Assignor	Assignee	Aggregate Amount of Commitments / Loans for all Lenders	Amount of Commitments / Loans Assigned	Percentage Assigned of Commitment / Loans 1
			$	%

Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR].

______________

1. Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders thereunder.

Exhibit A- 2

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR:

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE:

[ NAME OF ASSIGNEE]

By:

Name:

Title:

Exhibit A- 3

[Consented to and] 2 Accepted:

GOLDMAN SACHS BANK USA,
as Administrative Agent

By:

Name:

Title:

[Consented to:

SYSCO CORPORATION

By:

Name:

Title: ] 3

Consented to:

______________

2. To be included only if the consent of the Administrative Agent is required by Section 10.04(b)(i)(B) of the Credit Agreement.

3. To be included only if the consent of the Borrower is required by Section 10.04(b)(i)(A) of the Credit Agreement.

Exhibit A- 4

ANNEX 1

SYSCO CORPORATION

364-DAY BRIDGE TERM LOAN AGREEMENT

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Transaction, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Transactions, (iii) the financial condition of the Borrower, any of the Subsidiaries or other Affiliates of the Borrower or any other Person obligated in respect of any Transaction or (iv) the performance or observance by the Borrower, any of the Subsidiaries or other Affiliates of the Borrower or any other Person of any of their respective obligations under any Transaction.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder and (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender ; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Transactions, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Transactions are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Borrower and/or the Administrative Agent, as applicable, shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together

Exhibit A- 5

shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Exhibit A- 6

EXHIBIT B

JOINDER

([name of New Guarantor])

[date]

[ ], a [ ] (the “ New Guarantor ”), hereby agrees with Goldman Sachs Bank USA, as administrative agent (the “ Administrative Agent ”) for the lenders (collectively, the “ Lenders ”) now or hereafter party to that certain 364-Day Bridge Term Loan Agreement (as the same may be restated, amended and supplemented from time to time, the “ Credit Agreement ;” any capitalized term defined in the Credit Agreement and used in this Joinder shall have the meaning ascribed to it in the Credit Agreement) dated as of January 31, 2014 among Sysco Corporation, a Delaware corporation (the “ Borrower ”), the Guarantors party thereto, the Lenders party thereto and the Administrative Agent, as follows:

In accordance with Section 5.09 of the Credit Agreement and for good and valuable consideration, receipt of which is hereby acknowledged, the New Guarantor hereby (a) ratifies, adopts and joins the Credit Agreement as a party thereto and unconditionally assumes all the obligations of a Guarantor thereunder; (b) agrees to be bound by the provisions of the Credit Agreement as if the New Guarantor had been an original party thereto; (c) expressly ratifies and confirms all of the provisions, indemnifications, waivers, releases, restrictions, duties, responsibilities and obligations of the Guarantors under the Credit Agreement, and (d) confirms that, after joining the Credit Agreement as set forth above, the representations and warranties set forth in the Credit Agreement with respect to the New Guarantor as a Subsidiary (other than the representations and warranties set forth in Section 3.04(b) , Section 3.06 and Section 3.11 of the Credit Agreement) are true and correct in all material respects (without duplication of any materiality qualifier) as of the date of this Joinder.

For purposes of notices under the Credit Agreement, the notice address for the New Guarantor is the same as that set forth in the Credit Agreement for the other Guarantors.

IN WITNESS WHEREOF, this Joinder is executed and delivered as of [_____], 20 .

NEW GUARANTOR:
[NAME OF GUARANTOR]

By:

Name:

Title:

Exhibit B - 1

EXHIBIT C

FORM OF BORROWING REQUEST

Goldman Sachs Bank USA, as Administrative Agent
[______________________]

Re: 364-Day Bridge Term Loan Agreement (the “ Credit Agreement ”) dated as of January 31, 2014, by and among Sysco Corporation, the Guarantors party thereto, the Lenders party thereto and Goldman Sachs Bank USA as Administrative Agent

Ladies and Gentlemen:

Pursuant to the Credit Agreement, the undersigned Borrower hereby makes the requests indicated below:

Amount of Borrowing:

$____________

Type of Borrowing:

[ABR Borrowing]

[Eurodollar Borrowing]

Requested date of Borrowing:

____________

[Requested Interest Period for Eurodollar Borrowing:

10.

Location and number of account to which funds are to be disbursed:

____________

The undersigned certifies that [s]he is authorized to execute this request on behalf of the Borrower.

Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement.

Very truly yours,

SYSCO CORPORATION

By:

Name:

Title:

Exhibit D - 1

EXHIBIT D

FORM OF INTEREST ELECTION REQUEST

Goldman Sachs Bank USA, as Administrative Agent
[______________________]

Ladies and Gentlemen:

Pursuant to the Credit Agreement, the undersigned Borrower hereby makes the requests indicated below:

Applicable Borrowing

Date of Borrowing:

Type of Borrowing:

Amount of Borrowing to be [converted / continued]:

11.

Effective date of the election made pursuant to this request:

____________

12.

Type of Borrowing resulting from this request:

[ABR Borrowing]

[Eurodollar Borrowing]

13.

Requested Interest Period for Eurodollar Borrowing:

The undersigned certifies that [s]he is authorized to execute this request on behalf of the Borrower. The Borrower represents and warrants that at the time of and immediately after giving effect to the requested Borrowing, no Event of Default shall have occurred and be continuing.

Each capitalized term used but not defined herein shall have the meaning assigned to such term in the Credit Agreement.

Very truly yours,

SYSCO CORPORATION

By:

Name:

Title:

Exhibit D - 2

EXHIBIT E

FORM OF PROMISSORY NOTE

[Date]

For value received, SYSCO Corporation, a Delaware corporation (the “ Borrower ”), promises to pay to ______________ or its registered assigns (the “ Lender ”) (i) the unpaid principal amount of each Loan made by the Lender to the Borrower under the Credit Agreement referred to below, when and as due and payable under the terms of the Credit Agreement, and (ii) interest on the unpaid principal amount of each such Loan on the dates and at the rate or rates provided for in the Credit Agreement. All such payments of principal and interest shall be made in dollars and to the accounts specified in the Credit Agreement, in immediately available funds. The Borrower shall pay the principal of and accrued and unpaid interest on the Loan in full on the Maturity Date.

All Loans made by the Lender, and all repayments of the principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding shall be endorsed by the Lender on the schedule attached hereto, or on a continuation of such schedule attached hereto and made a part hereof; provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement.

This promissory note is one of the promissory notes issued pursuant to the 364-Day Bridge Term Loan Agreement dated as of January 31, 2014, among the Borrower, the lenders from time to time party thereto, including the Lender, and Goldman Sachs Bank USA, as Administrative Agent (which as it may be amended, supplemented or otherwise modified from time to time, is herein called the “ Credit Agreement ”), to which Credit Agreement reference is hereby made for a statement of the terms and conditions governing this promissory note, including the terms and conditions under which this promissory note may be prepaid or its maturity date accelerated . Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest and any notice of any kind with respect to this promissory note. No failure to exercise and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This promissory note shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles thereof that would require the application of the laws of another jurisdiction.

SYSCO CORPORATION.

By:
Name:
Title:

Exhibit E - 1

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL

Date	Amount of Loan	Amount of Principal Repaid	Unpaid Principal Balance	Notations Made By

Exhibit E - 2

											Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	26 - Week Period Ending		Fiscal Year
(dollars in thousands)	Dec . 28 , 201 3		June 29 , 201 3		Ju ne 30 , 201 2		July 2 , 201 1		Ju ly 3 , 2010 (2)		June 2 7 , 200 9

Earnings before income taxes	$	778,408	$	1,547,455	$	1,784,002	$	1,827,454	$	1,849,589	$	1,770,834
Add: Fixed charges		71,631		153,840		154,965		151,990		155,644		140,772
Subtract: Capitalized interest		290		4,242		20,816		13,887		9,997		3,531
Total	$	849,749	$	1,697,053	$	1,918,151	$	1,965,557	$	1,995,236	$	1,908,075

Fixed Charges:
Interest expense	$	60,312	$	128,495	$	113,396	$	118,267	$	125,477	$	116,322
Capitalized interest		290		4,242		20,816		13,887		9,997		3,531
Rent expense interest factor		11,029		21,103		20,753		19,836		20,170		20,919
Total	$	71,631	$	153,840	$	154,965	$	151,990	$	155,644	$	140,772

Ratio of earnings to fixed charges (1)		11.9		11.0		12.4		12.9		12.8		13.6

(1) For the purpose of calculating this ratio, “earnings” consist of earnings before income taxes and fixed charges (exclusive of interest capitalized). “Fixed charges” consist of interest expense, capitalized interest and the estimated interest portion of rents.
(2) The fiscal year ended July 3, 2010 was a 53-week year.

Exhibit 15.1

REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Sysco Corporation

We have reviewed the consolidated balance sheets of Sysco Corporation (a Delaware Corporation) and subsidiaries (the “Company”) as of December 28, 2013 and December 29, 2012, and the related consolidated results of operations and consolidated statements of comprehensive income for the thirteen and twenty-six week periods ended December 28, 2013 and December 29, 2012, and the related consolidated cash flows for the twenty-six week periods ended December 28, 2013 and December 29, 2012. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Sysco Corporation and subsidiaries as of June 29, 2013, and the related consolidated results of operations, statements of comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein) and in our report dated August 26, 2013, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 29, 2013, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Houston, Texas

February 3 , 201 4

Exhibit 15.2

To the Board of Directors and Shareholders

Sysco Corporation

We are aware of the incorporation by reference of our report dated February 3, 2014 relating to the unaudited consolidated interim financial statements of Sysco Corporation and subsidiaries that are included in its Form 10-Q for the quarter ended December 28, 2013 in the following registration statements.

Sysco Corporation Form S-3		File No. 333-126199

Sysco Corporation Form S-3		File No. 333-179582

Sysco Corporation Form S-4		File No. 333-50842

Sysco Corporation Form S-8		File No. 333-147338

Sysco Corporation Form S-8		File No. 33-45820

Sysco Corporation Form S-8		File No. 333-01259

Sysco Corporation Form S-8		File No. 333-01255

Sysco Corporation Form S-8		File No. 333-66987

Sysco Corporation Form S-8		File No. 333-49840

Sysco Corporation Form S-8		File No. 333-58276

Sysco Corporation Form S-8		File No. 333-122947

Sysco Corporation Form S-8		File No. 333-129671

Sysco Corporation Form S-8		File No. 333-163189

Sysco Corporation Form S-8		File No. 333-163188

Sysco Corporation Form S-8		File No. 333-170660

Sysco Corporation Form S-8		File No. 333-192353

/s/ Ernst & Young LLP

Houston, Texas

February 3 , 201 4

E x hibit 31.1

CERTIFICATION

I, William J. DeLaney , certify that:

I have reviewed this quarterly report on Form 10- Q of Sysco Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in E x change Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in E x change Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for e x ternal purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3, 201 4

/s/ WILLIAM J. DELANEY

William J. DeLaney

President and Chief E x ecutive Officer

E x hibit 31. 2

CERTIFICATION

I, Robert C. Kreidler , certify that:

I have reviewed this quarterly report on Form 10- Q of Sysco Corporation;

(a)

(b)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 3 , 201 4

/s/ ROBERT C. KREIDLER

Robert C. Kreidler

Executive Vice President and Chief Financial Officer

E x hibit 32 . 1

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-O X LEY ACT OF 2002

I, William J. DeLaney , President and Chief Executive Officer , of Sysco Corporation (the “ company ” ), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-O x ley Act of 2002, that, to the best of my knowledge:

The company’s Quarterly Report on Form 10- Q for the fiscal quarter ended Dec ember 28 , 2013 ( “ Quarterly Report ” ) fully complies with the requirements of Section 13(a) of the Securities E x change Act of 1934; and

All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: February 3 , 20 1 4

/s/ WILLIAM J . DELANEY

William J. DeL aney

President and Chief Executive Officer

E x hibit 32 . 2

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-O X LEY ACT OF 2002

I, Robert C. Kreidler , Executive Vice President and Chief Financial Officer , of Sysco Corporation (the “ company ” ), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-O x ley Act of 2002, that, to the best of my knowledge:

All of the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Date: February 3 , 201 4

/s/ ROBERT C. KREIDLER

Robert C. Kreidler

Executive Vice President and Chief Financial Officer