Amendment No. 2 to Rights Agreement between Guest Supply, Inc. and Mellon Investor Services LLC (January 22, 2001)

Summary

Guest Supply, Inc. and Mellon Investor Services LLC have amended their existing Rights Agreement to exclude certain transactions related to a merger with Sysco Corporation and its subsidiary from triggering anti-takeover provisions. The amendment clarifies that actions taken under the Merger Agreement will not cause Sysco or its affiliates to be considered acquiring persons, and updates indemnification, liability, and notice provisions. All other terms of the original Rights Agreement remain in effect. This amendment is governed by New Jersey law and is effective as of January 22, 2001.

EX-4.(G) 3 0003.txt AMENDMENT #2 DATED JANUARY 22, 2001 EXHIBIT 4(g) AMENDMENT NO. 2 TO RIGHTS AGREEMENT ----------------------------------- AMENDMENT No. 2 dated as of January 22, 2001 (this "Amendment"), by and among Guest Supply, Inc., a New Jersey corporation (the "Company"), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), a New Jersey limited liability company. (the "Rights Agent"), to that certain Rights Agreement dated as of July 15, 1988, as amended (as so amended, the "Agreement"), between the Company and the Rights Agent. W I T N E S S E T H: ------------------- WHEREAS, simultaneously with the execution of this Amendment, the Company is entering into a Merger Agreement and Plan of Reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Merger Agreement"), with Sysco Corporation, a Delaware corporation ("Parent"), and Sysco Food Services of New Jersey, Inc., a Delaware corporation and wholly owned subsidiary of Parent ( "Merger Subsidiary"); and WHEREAS, the Company desires to exclude transactions provided for in the Merger Agreement from the events which would result in Parent or Merger Subsidiary becoming an Acquiring Person (as defined in the Agreement) or the triggering of the so-called "flip-in" or "flip-over" provisions of the Agreement; and WHEREAS, pursuant to Section 27 of the Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with Section 27 thereof; and WHEREAS, in order to effect the foregoing, the Company desires to make certain amendments to the Agreement; and WHEREAS, the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by each of them. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Section 1(a) of the Agreement is hereby amended by adding --------- the following at the end thereof: "Notwithstanding the foregoing, neither Sysco Corporation, a Delaware corporation ("Parent"), nor any of its Affiliates or Associates shall become an Acquiring Person by reason of the acquisition by Sysco Food Services of New Jersey, Inc., a Delaware corporation (the "Merger Subsidiary"), Parent or any of Parent's wholly owned subsidiaries after January 22, 2001 of the 8 Common Shares of the Company pursuant to, and in accordance with the terms of, that certain Merger Agreement and Plan of Reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, dated January 22, 2001 (including, without limitation, by way of the Offer, any Subsequent Offer, and the Merger), as the same may be amended from time to time in accordance with the terms thereof (as so amended, the "Merger Agreement") among Parent, Merger Subsidiary, and the Company." Section 2. Clause (ii) of Section 3(a) of the Agreement is --------- hereby amended by adding the following after the word "exchange" therein: "offer (other than the Offer and any Subsequent Offer (in each case as defined in the Merger Agreement); provided that the Offer (and any Subsequent Offer) is made pursuant to, and in accordance with the terms of, the Merger Agreement)" Section 3. The first sentence of Section 13 of the --------- Agreement is hereby amended by adding the following after the phrase "and in each such case" therein: "(other than in the case of the Merger (as defined in the Merger Agreement); provided that the Merger is consummated pursuant to, and in accordance with the terms of, the Merger Agreement)" Section 4. The second sentence in the first paragraph of --------- Section 18 of the Agreement is hereby amended by adding the word "gross" following the phrase "incurred without" therein. Section 5. The first paragraph of Section 18 of the --------- Agreement is hereby amended by adding the following at the end thereof: "The indemnity provided herein shall survive the termination of this Agreement, the termination and the expiration of the Rights, and the resignation or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company." Section 6. Section 20(c) of the Agreement is hereby amended --------- in its entirety to read: "The Rights Agent shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or willful misconduct. Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the 9 possibility of such loss or damage. Any liability of the Rights Agent under this Agreement shall be limited to the amount of fees paid by the Company to the Rights Agent." Section 7. Section 26 of the Agreement (and Section 17 of --------- Amendment #1 of the Agreement) is hereby amended by replacing the address for notice to the Rights Agent as follows: "Mellon Investor Services LLC 44 Wall Street - 6th Floor New York, NY 10005 Attention: Relationship Manager with a copy to: Mellon Investor Services LLC 85 Challenger Road Ridgefield Park, NJ 07660 Attention: General Counsel" Section 8. Except as expressly set forth herein, the Rights Agreement --------- shall remain in full force and effect. Section 9. This Amendment may be executed in several counterparts, --------- including by facsimile, each of which shall be deemed to be an original but all of which together shall constitute but one Amendment. Section 10. The validity, interpretation and construction of this ---------- Amendment shall be governed by the substantive laws of the State of New Jersey. * * * 10 IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties hereto as of the day and year first above written. ATTEST: GUEST SUPPLY, INC. By:/s/ Paul Xenis By:/s/ Clifford W. Stanley ---------------------------- --------------------------------- Name: Paul Xenis Name: Clifford W. Stanley Title: Vice President Title: President and CEO ATTEST: MELLON INVESTOR SERVICES LLC By:/s/ Cynthia Gonzalez By:/s/ Deborah Bass ---------------------------- --------------------------------- Name: Cynthia Gonzalez Name: Deborah Bass Title: Vice President Title: : Assistant Vice President