EXHIBIT 4.14
XXXXX SUPERMARKETS, INC., as Issuer,
XXXXX DRUGS, INC., CRYSTAL FOOD SERVICES, LLC,
XXXXX VILLAGE PANTRIES, INC. LOBILL FOODS, LLC,
XXXXX REALTY, INC., CONTRACT TRANSPORT, LLC,
MAR PROPERTIES, INC., XXXXX SUPERMARKETS, LLC,
MARLEASE, INC., VILLAGE PANTRY, LLC,
XXXXX INTERNATIONAL, INC., XXXXX DRUGS, LLC,
MARSH CULTURAL GROUP, INC., TRADEMARK HOLDINGS, INC.,
LIMITED HOLDINGS, INC., XXXXX CLEARING HOUSE, LLC,
CONVENIENCE STORE DISTRIBUTING CONVENIENCE STORE DISTRIBUTING
COMPANY, COMPANY, LLC,
XXXXX P.Q., INC., CONVENIENCE STORE
TEMPORARY SERVICES, INC., TRANSPORTATION COMPANY, LLC,
NORTH XXXXXX DEVELOPMENT CRYSTAL FOOD MANAGEMENT
CORPORATION, SERVICES, LLC,
CONTRACT TRANSPORT, INC., XXXXXXXXXXX FOODS, LLC,
PANTRY PROPERTY, LLC, MD PROPERTY, LLC,
MS PROPERTY, LLC, LB PROPERTY, LLC,
CF PROPERTY, LLC, MCN PROPERTY, LLC,
BF PROPERTY, LLC, CSD PROPERTY, LLC and
XxXXXXXX, LLC, FLORAL PROPERTY, LLC,
X. X. XXXX & SONS, INC.,
as Existing Guarantors,
FLORAL FASHIONS, LLC
O'MALIA FOOD MARKETS, LLC
as Additional Guarantors, and
STATE STREET BANK AND TRUST COMPANY, as Trustee
----------
FOURTH SUPPLEMENTAL INDENTURE
Dated as of October 15, 2001
$150,000,000
8-7/8% Senior Subordinated Notes due 2007
FOURTH SUPPLEMENTAL INDENTURE, dated as of October 15, 2001, among Xxxxx
Supermarkets, Inc., an Indiana corporation (the "Company"), Xxxxx Drugs, Inc.,
an Indiana corporation, Xxxxx Village Pantries, Inc., an Indiana corporation,
Xxxxx Realty, Inc., an Indiana corporation, Mar Properties, Inc., an Indiana
corporation, Marlease, Inc., an Indiana corporation, Xxxxx International, Inc.,
an Indiana corporation, Marsh Cultural Group, Inc., an Indiana corporation,
Limited Holdings, Inc., an Indiana corporation, Convenience Store Distributing
Company, an Ohio partnership, Xxxxx P.Q., Inc., an Indiana corporation,
Temporary Services, Inc., an Indiana corporation, North Xxxxxx Development
Corporation, an Indiana corporation, Contract Transport, Inc., an Indiana
corporation, Crystal Food Services, LLC, an Indiana limited liability company,
LoBill Foods, LLC, an Indiana limited liability company, Contract Transport,
LLC, an Indiana limited liability company, Xxxxx Supermarkets, LLC, an Indiana
limited liability company, Village Pantry, LLC, an Indiana limited liability
company, Xxxxx Drugs, LLC, an Indiana limited liability company, Trademark
Holdings, Inc., a Delaware corporation, Xxxxx Clearing House, LLC, an Indiana
limited liability company, Convenience Store Distributing Company, LLC, an
Indiana limited liability company, Convenience Store Transportation Company,
LLC, an Indiana limited liability company, Crystal Food Management Services,
LLC, an Indiana limited liability company and Xxxxxxxxxxx Foods, LLC, an Indiana
limited liability company, Pantry Property, LLC, an Indiana limited liability
company, MS Property, LLC, an Indiana limited liability company, CF Property,
LLC, an Indiana limited liability company, MD Property, LLC, an Indiana limited
liability company, LB Property, LLC, an Indiana limited liability company,
XxXxxxxx, LLC, an Indiana limited liability company, MCN Property, LLC, an
Indiana limited liability company, BF Property, LLC, an Indiana limited
liability company, CSD Property, LLC, an Indiana limited liability company,
Floral Property, LLC, an Indiana limited liability company, and X. X. Xxxx &
Sons, Inc., an Indiana corporation (collectively, the "Existing Guarantors");
Floral Fashions, LLC, an Indiana limited liability company, and O'Malia Food
Markets, LLC, an Indiana] limited liability company (collectively, the
"Additional Guarantors", and with the "Existing Guarantors", the "Guarantors"),
and State Street Bank and Trust Company, a Massachusetts trust company, as
trustee (the "Trustee").
WHEREAS, the Company and certain Guarantors executed and delivered to
the Trustee the Indenture, dated August 5, 1997 (the "Original Indenture"),
among the Company, the Guarantors named therein and the Trustee; and
WHEREAS, the Company and certain Guarantors executed and delivered to
the Trustee the First Supplemental Indenture, dated December 31, 1997 (the
"First Supplemental Indenture");
WHEREAS, the Company and the Existing Guarantors executed and delivered
to the Trustee the Second Supplemental Indenture, dated January 29, 2000 (the
"Second Supplemental Indenture");
WHEREAS, the Company and the Existing Guarantors executed and delivered
to the Trustee the Third Supplemental Indenture dated June 22, 2000 (the "Third
Supplemental Indenture"; the Original Indenture as amended by the First
Supplemental Indenture, the Second Supplemental Indenture, and the Third
Supplemental Indenture, the "Indenture"); each capitalized terms used herein
which is not defined in this Fourth Supplemental Indenture shall have the
meanings given to them in the Indenture);
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WHEREAS, both of the Additional Guarantors have become Restricted
Subsidiaries since the date of the Indenture as supplemented;
WHEREAS, both of the Additional Guarantors desire to become Guarantors
under the Indenture, as amended and supplemented hereby;
WHEREAS, the addition of the Additional Guarantors under the Indenture
will not adversely affect the interest of the Holders;
WHEREAS, the provisions of Section 901 of the Indenture permit the
Indenture to be amended without the consent of the holders of the Securities
under certain circumstances, including to add Guarantors;
WHEREAS, all things necessary to make this Fourth Supplemental
Indenture a valid agreement of the Company, the Existing Guarantors, the
Additional Guarantors and the Trustee have been done;
NOW THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH, that, for
and in consideration of the premises, the Company, the Existing Guarantors and
the Additional Guarantors agree with the Trustee as follows:
ARTICLE ONE
DELIVERY OF ADDITIONAL GUARANTEE
Section 101. Execution of Guaranty.
Simultaneously with the execution and delivery of this Fourth
Supplemental Indenture, the Additional Guarantors shall execute and deliver to
the Trustee a Guarantee in the form described in Section 205 of the Indenture.
Section 102. Additional Guarantors are Guarantors Under Indenture
and Securities.
Each of the Additional Guarantors hereby expressly assumes each of the
obligations of a Guarantor, and upon execution of the Guarantee described above
and this Fourth Supplemental Indenture, the defined term "Guarantor" in the
Indenture shall include both the Additional Guarantors and the defined term
"Guarantee" in the Indenture shall include the guarantee executed pursuant to
Section 101 of this Fourth Supplemental Indenture.
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ARTICLE TWO
MISCELLANEOUS
Section 201. Counterpart Originals.
The parties may sign any number of copies of this Fourth Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 202. Governing Law.
THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.
Section 203. Effectiveness.
The provisions of this Fourth Supplemental Indenture will take effect
immediately upon its execution and delivery to the Trustee.
[ remainder of page intentionally left blank; signature pages follow ]
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, all as of the date and year first
written above.
XXXXX SUPERMARKETS, INC.
XXXXX CLEARING HOUSE, LLC
XXXXX DRUGS, INC.
XXXXX REALTY, INC.
MAR PROPERTIES, INC.
MARLEASE, INC.
XXXXX INTERNATIONAL, INC.
MARSH CULTURAL GROUP, INC.
LIMITED HOLDINGS, INC.
XXXXX P.Q., INC.
NORTH XXXXXX DEVELOPMENT
CORPORATION
CONTRACT TRANSPORT, INC.
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, Chairman of the Board,
President and Chief Executive Officer
TRADEMARK HOLDINGS, INC.
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, President
5
X. X. XXXX & SONS, INC.
TEMPORARY SERVICES, INC
CRYSTAL FOOD SERVICES, LLC
LOBILL FOODS, LLC
XXXXX SUPERMARKETS, LLC
XXXXX DRUGS, LLC
CONVENIENCE STORE DISTRIBUTING
COMPANY, LLC
CONVENIENCE STORE TRANSPORTATION
COMPANY, LLC
CRYSTAL FOOD MANAGEMENT SERVICES,
LLC
XxXXXXXX, LLC
XXXXXXXXXXX FOODS, LLC
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, Chairman of the Board and
Chief Executive Officer
VILLAGE PANTRY, LLC
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, Chairman of the Board
CONTRACT TRANSPORT, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
By: /s/ Xxx X. Xxxxx
-------------------------------------
Xxx X. Xxxxx, Chairman of the Board,
President and Chief Executive Officer
PANTRY PROPERTY, LLC
By: Village Pantry, LLC, its Chief Operating
Officer
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, Chairman of the Board
6
MS PROPERTY, LLC
By: Xxxxx Supermarkets, LLC, its Chief
Operating Officer
CF PROPERTY, LLC
By: Crystal Food Services, LLC, its Chief
Operating Officer
MD PROPERTY, LLC
By: Xxxxx Drugs, LLC, its Chief Operating
Officer
LB PROPERTY, LLC
By: Lobill Foods, LLC, its Chief Operating
Officer
MCN PROPERTY, LLC
By: Xxxxxxxx, LLC, its Chief Operating
Officer
BF PROPERTY, LLC
By: Xxxxxxxxxxx Foods, LLC, its Chief
Operating Officer
CSD PROPERTY, LLC
By: Convenience Store Distributing Company,
LLC, its Chief Operating Officer
FLORAL PROPERTY, LLC
By: Xxxxx Supermarkets, LLC, its Chief
Operating Officer
By: /s/ Xxx X. Xxxxx
------------------------------------
Xxx X. Xxxxx, Chairman of the Board
and Chief Executive Officer
XXXXX VILLAGE PANTRIES, INC.
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, President and Chief
Executive Officer
CONVENIENCE STORE DISTRIBUTING COMPANY
By: Xxxxx Village Pantries, Inc., its
General Partner
By: /s/ Xxx X. Xxxxx
------------------------------------
Xxx X. Xxxxx, President and Chief
Executive Officer
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Attest: /s/ X. Xxxxxxxx Butt
----------------------------------------
X. Xxxxxxxx Butt, Secretary
Xxxxx Supermarkets, Inc.
Xxxxx Drugs, Inc.
Xxxxx Village Pantries, Inc.
Xxxxx Realty, Inc.
Mar Properties, Inc.
X. X. Xxxx & Sons, Inc.
Marlease, Inc.
Xxxxx International, Inc.
Marsh Cultural Group, Inc.
Limited Holdings, Inc.
Xxxxx Village Pantries, Inc., as
general partner of Convenience
Store Distributing Company
Xxxxx P.Q., Inc.
Temporary Services, Inc.
North Xxxxxx Development Corporation
Contract Transport, Inc.
Crystal Food Services, LLC
LoBill Foods, LLC
Contract Transport, LLC
Xxxxx Supermarkets, LLC
Village Pantry, LLC
Xxxxx Drugs, LLC
Xxxxx Clearing House, LLC
Convenience Store Distributing Company, LLC
Convenience Store Transportation Company, LLC
Crystal Food Management Services, LLC
Xxxxxxxxxxx Foods, LLC
XxXxxxxx, LLC
Attest: /s/ X. Xxxxxxxx Butt
-------------------------------------------
X. Xxxxxxxx Butt, Assistant Secretary
Trademark Holdings, Inc.
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FLORAL FASHIONS, LLC
O'MALIA FOOD MARKETS, LLC
By: /s/ Xxx X. Xxxxx
-----------------------------------------
Xxx X. Xxxxx, Chairman of the Board
and Chief Executive Officer
Attest: /s/ X. Xxxxxxxx Butt
-----------------------------
X. Xxxxxxxx Butt, Secretary
Floral Fashions, LLC
O'Malia Food Markets, LLC
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title Assistant Vice President
