-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950129-06-003714.txt : 20060406
<SEC-HEADER>0000950129-06-003714.hdr.sgml : 20060406
<ACCEPTANCE-DATETIME>20060406153333
ACCESSION NUMBER:		0000950129-06-003714
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060331
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060406
DATE AS OF CHANGE:		20060406

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSCO CORP
		CENTRAL INDEX KEY:			0000096021
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & RELATED PRODUCTS [5140]
		IRS NUMBER:				741648137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06544
		FILM NUMBER:		06745152

	BUSINESS ADDRESS:	
		STREET 1:		1390 ENCLAVE PKWY
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77077
		BUSINESS PHONE:		2815841390

	MAIL ADDRESS:	
		STREET 1:		1390 ENCLAVE PKWY
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77077
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>h34854e8vk.txt
<DESCRIPTION>SYSCO CORPORATION
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 31, 2006

                                SYSCO CORPORATION
                                -----------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)

               1-06544                              74-1648137
               -------                              ----------
       (Commission File Number)          (IRS Employer Identification No.)

                 1390 Enclave Parkway, Houston, Texas 77077-2099
                 -----------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (281) 584-1390
                                 --------------
              (Registrant's telephone number, including area code)

                        --------------------------------
          (Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14A-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      Pursuant to and in accordance with its Credit Agreement dated November 4,
2005 (the "Credit Agreement"), on March 31, 2006, SYSCO Corporation, a Delaware
corporation ("SYSCO"), entered into a Commitment Increase Agreement (the
"Increase Agreement") with JPMorgan Chase Bank, N.A., as the administrative
agent, and a syndicate of lenders comprised of JPMorgan Chase Bank, N.A.; Bank
of America, N.A.; SunTrust Bank; The Bank of Tokyo-Mitsubishi UFJ, Ltd.;
Wachovia Bank, National Association; Wells Fargo Bank, N.A.; Toronto Dominion
(Texas) LLC; The Northern Trust Company; Comerica Bank; PNC Bank, National
Association; The Bank of New York; and William Street Commitment Corporation
(collectively, the "Lenders").

      The terms of the Credit Agreement are described in a Current Report on
Form 8-K filed by SYSCO on November 10, 2005. The Credit Agreement initially
provided for a maximum of U.S. $400 million in borrowings by SYSCO in the form
of loans denominated in U.S. dollars (the "U.S. Facility"), which amount could
be increased under certain circumstances, along with a Canadian facility of U.S.
$100 million, to an aggregate maximum amount of $1 billion. The Increase
Agreement increases the amount of the U.S. Facility by $250 million to an
aggregate of $650 million. The maturity date of all borrowings under the Credit
Agreement remains November 4, 2010, subject to extension under certain
circumstances, and no other terms of the Credit Agreement were amended by the
Increase Agreement.

      Neither SYSCO nor any of its affiliates has any material relationship with
any of the other parties to the Increase Agreement apart from the previous
credit facilities of SYSCO and SYSCO International, Co. (a Nova Scotia unlimited
liability company and SYSCO's wholly owned subsidiary), ordinary banking
relationships, service by Wachovia Bank, N.A., as Trustee under SYSCO's Senior
Notes Indenture, and service from time to time by affiliates of Wachovia Bank,
N.A., and JP Morgan Chase Bank as underwriters or initial purchasers in
offerings of SYSCO securities.

      A copy of the Increase Agreement is filed with this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

      The information disclosed above under Item 1.01 is incorporated herein by
reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements of Businesses Acquired.

            Not applicable.

      (b)   Pro Forma Financial Information.

            Not applicable.

      (c)   Shell company transactions.

            Not applicable.

                                       2
<PAGE>

      (d)   Exhibits.

<TABLE>
<CAPTION>
Exhibit Number          Description
- --------------          --------------------------------------------------------
<S>                     <C>
99.1                    Commitment Increase Agreement dated March 31, 2006
                        between SYSCO, JP Morgan Chase Bank, N.A., and certain
                        Lenders party thereto.
</TABLE>

                                       3
<PAGE>

                                   SIGNATURES

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

                                    SYSCO CORPORATION

Date:  April 6, 2006                By: /s/ Michael C. Nichols
                                        ----------------------------------------
                                    Name:   Michael C. Nichols
                                    Title:  Vice President, General Counsel and
                                            Corporate Secretary

                                       4
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number          Description
- --------------          --------------------------------------------------------
<S>                     <C>
    99.1                Commitment Increase Agreement dated March 31, 2006
                        between SYSCO, JP Morgan Chase Bank, N.A., and certain
                        Lenders party thereto.
</TABLE>

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>h34854exv99w1.txt
<DESCRIPTION>COMMITMENT INCREASE AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1

                  COMMITMENT INCREASE AGREEMENT dated as of March 31, 2006,
            among SYSCO CORPORATION (the "Company"), the INCREASING LENDERS
            party hereto and JPMORGAN CHASE BANK, N.A., as U.S. administrative
            agent (the "U.S. Administrative Agent") under the Credit Agreement
            referred to below.

      Reference is made to the Credit Agreement dated as of November 4, 2005
(the "Credit Agreement"), among the Company, SYSCO International, Co., the
lenders party thereto, the U.S. Administrative Agent and JPMorgan Chase Bank,
N.A, Toronto Branch, as Canadian Administrative Agent. Capitalized terms used
and not defined herein have the meanings specified in the Credit Agreement.

      The Company has notified the U.S. Administrative Agent in accordance with
Section 2.20 of the Credit Agreement of its request that the U.S. Commitments be
increased by US$250,000,000, and the Persons identified on Schedule I hereto
(the "Increasing Lenders") have agreed to provide such increased U.S.
Commitments in the respective amounts set forth on Schedule I hereto for each
such Increasing Lender. The Increase Effective Date of the Commitment Increase
contemplated hereby is scheduled to occur on March 31, 2006, and the parties
hereto are entering into this Agreement in order to provide for such Commitment
Increase.

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      SECTION 1. On and as of March 31, 2006, the U.S. Commitment and each
Increasing Lender shall be increased by the amount set forth with respect to
such Increasing Lender on Schedule I hereto, subject to satisfaction of the
conditions referred to in Section 2 below.

      SECTION 2. The Commitment Increase provided for herein shall be subject to
the satisfaction of the conditions set forth in Section 2.20(d) of the Credit
Agreement.

      SECTION 3. (a) Notices hereunder shall be given as provided in the Credit
Agreement.

      (b) This Agreement may not be waived, amended or modified in except
pursuant to an agreement or agreements in writing entered into by all parties
hereto.

      (c) This Agreement constitutes an amendment to the Credit Agreement and,
accordingly, Section 10.03 of the Credit Agreement shall apply hereto.

      (d) 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. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

<PAGE>

      (e) This Agreement shall be construed, and the rights of the parties
determined, in accordance with and governed by the law of the State of New York.

      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.

                                    SYSCO CORPORATION,

                                        by
                                             /s/ Kathy Oates Gish
                                           -------------------------------------
                                             Name: Kathy Oates Gish
                                             Title: Vice President and Assistant
                                                    Treasurer

                                    JPMORGAN CHASE BANK, N.A.,
                                    individually and as U.S. Administrative
                                    Agent,

                                        by
                                             /s/ Teri Streusand
                                           -------------------------------------
                                             Name: Teri Streusand
                                             Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    Bank of America, N.A.

                                    by
                                          /s/ David L. Catherall
                                       -----------------------------------------
                                       Name: David L. Catherall
                                       Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    Comerica Bank

                                    by
                                          /s/ Charles T. Johnson
                                       -----------------------------------------
                                       Name: Charles T. Johnson
                                       Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    JPMorgan Chase Bank, NA

                                    by
                                          /s/ Teri Streusand
                                       -----------------------------------------
                                       Name: Teri Streusand
                                       Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    PNC Bank, National Association

                                    by
                                          /s/ W. J. Bowne
                                       -----------------------------------------
                                       Name: W. J. Bowne
                                       Title: Managing Director

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    SunTrust Bank

                                    by
                                          /s/ Michael Lapressi
                                       -----------------------------------------
                                       Name: Michael Lapressi
                                       Title: Managing Director

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    THE BANK OF NEW YORK

                                    by
                                          /s/ David Csatari
                                       -----------------------------------------
                                       Name: David Csatari
                                       Title: Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    The Bank of Toyky-Mitsubishi UFJ, Ltd.

                                    by
                                          /s/ Douglass M. Barnell
                                       -----------------------------------------
                                       Name: Douglass M. Barnell
                                       Title: Vice President & Manager

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    The Northern Trust Company

                                    by
                                          /s/ Cory Schuster
                                       -----------------------------------------
                                       Name: Cory Schuster
                                       Title: Commercial Banking Officer

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    TORONTO DOMINION (TEXAS) LLC

                                    by
                                          /s/ Jim Bridwell
                                       -----------------------------------------
                                       Name: Jim Bridwell
                                       Title: Authorized Agent

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    Wachovia Bank, National Association

                                    by
                                          /s/ Denis Waltrich
                                       -----------------------------------------
                                       Name: Denis Waltrich
                                       Title: Associate

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    WELLS FARGO BANK, N.A.

                                    by
                                          /s/ Michael B. Sullivan
                                       -----------------------------------------
                                       Name: Michael B. Sullivan
                                       Title: Senior Vice President

<PAGE>

                                    SIGNATURE PAGE TO THE COMMITMENT INCREASE
                                    AGREEMENT AMONG SYSCO CORPORATION, THE
                                    INCREASING LENDERS PARTY HERETO AND JPMORGAN
                                    CHASE BANK, N.A., AS U.S. ADMINISTRATIVE
                                    AGENT,

                                    Name of Institution:

                                    William Street Commitment Corporation
                                    (Recourse only to assets of William Street
                                    Commitment Corporation)

                                    by
                                          /s/ Mark Walton
                                       -----------------------------------------
                                       Name: Mark Walton
                                       Title: Assistant Vice President

<PAGE>

                                                                      SCHEDULE I

<TABLE>
<CAPTION>
         Increasing Lender                  U.S. Commitment Increase Amount
- --------------------------------------      -------------------------------
<S>                                         <C>
JPMorgan Chase Bank, N.A.                             $  25,000,000
Bank of America, N.A.                                 $  25,000,000
SunTrust Bank                                         $  25,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.                $  25,000,000
Wachovia Bank, National Association                   $  25,000,000
Wells Fargo Bank N.A.                                 $  25,000,000
Toronto-Dominion (Texas) LLC                          $  25,000,000
The Northern Trust Company                            $  25,000,000
Comerica Bank                                         $  12,500,000
PNC Bank, National Association                        $  12,500,000
The Bank of New York                                  $  12,500,000
William Street Commitment Corporation                 $  12,500,000
                                                      -------------
                                                      $ 250,000,000
                                                      =============
</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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