1
EXHIBIT 4(l)
XXXXX SUPERMARKETS, INC., as Issuer,
XXXXX DRUGS, INC.,
XXXXX VILLAGE PANTRIES, INC.
XXXXX REALTY, INC.,
MAR PROPERTIES, INC.,
MARLEASE, INC.,
XXXXX INTERNATIONAL, INC.,
XXXXX CULTURAL GROUP, INC.,
LIMITED HOLDINGS, INC.,
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,
TRADEMARK HOLDINGS, INC.,
XXXXX CLEARING HOUSE, LLC,
CONVENIENCE STORE DISTRIBUTING
COMPANY, LLC,
CONVENIENCE STORE
TRANSPORTATION COMPANY, LLC,
CRYSTAL FOOD MANAGEMENT
SERVICES, LLC and
XXXXXXXXXXX FOODS, LLC
as Existing Guarantors,
PANTRY PROPERTY, LLC,
MS PROPERTY, LLC,
CF PROPERTY, LLC,
MD PROPERTY, LLC,
LB PROPERTY, LLC,
XxXXXXXX, LLC,
MCN PROPERTY, LLC,
BF PROPERTY, LLC,
CSD PROPERTY, LLC and
FLORAL PROPERTY, LLC,
as Additional Guarantors, and
STATE STREET BANK AND TRUST COMPANY, as Trustee
----------
SECOND SUPPLEMENTAL INDENTURE
Dated as of January 28, 2000
$150,000,000
8 7/8% Senior Subordinated Notes due 2007
2
SECOND SUPPLEMENTAL INDENTURE, dated as of January ___, 2000, 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, Xxxxx Cultural Group, Inc. (f/k/a
Maraines Greenery, 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.
(f/k/a S.C.T., 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, and 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, (collectively, the "Existing Guarantors"), and 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, and Floral Property, LLC, an Indiana
limited liability company, (collectively, the "Additional Guarantors"), and
State Street Bank and Trust Company, a Massachusetts trust company, as trustee
(the "Trustee").
WHEREAS, the Company and the certain guarantors executed and delivered
to the Trustee the Indenture dated August 5, 1997 among the Company, the
Guarantors named therein and the Trustee; and
WHEREAS the Company, the Existing Guarantors and the Trustee entered
into that certain First Supplemental Indenture dated December 31, 1997, (as
amended, the "Indenture"; each capitalized terms used herein which is not
defined in this Second Supplemental Indenture shall have the meanings given to
them in the Indenture);
WHEREAS, each of the Additional Guarantors has become a Restricted
Subsidiary since the date of the Indenture as supplemented;
WHEREAS, certain of the Existing Guarantors desire to transfer certain
of their assets to certain of the Additional Guarantors;
WHEREAS, Section 1015 of the Indenture permits a Guarantor to transfer
its assets to a Restricted Subsidiary if the Restricted Subsidiary transferee is
a Guarantor or simultaneously executes and delivers a supplemental indenture to
the Indenture providing for a Guarantee of the payment of the Securities by such
Restricted Subsidiary on a senior subordinated basis;
3
WHEREAS, each of the Additional Guarantors desires to become a Guarantor
under the Indenture, as amended and supplemented hereby;
WHEREAS, the addition of additional Guarantors under the Indenture will
not adversely affect the interest of the Holders;
WHEREAS, all things necessary to make this Second Supplemental Indenture
a valid agreement of the Company, the Existing Guarantors, the Additional
Guarantors and the Trustee have been done;
NOW THEREFORE, THIS SECOND 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
AMENDMENT TO INDENTURE
Section 101. Execution of Guaranty.
Simultaneously with the execution and delivery of this Second
Supplemental Indenture, each of 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 Second Supplemental Indenture, the defined term "Guarantor" in the
Indenture shall include each Additional Guarantor and the defined term
"Guarantee" in the Indenture shall include the guarantee executed pursuant to
Section 101 of this Second Supplemental Indenture.
ARTICLE TWO
MISCELLANEOUS
Section 201. Counterpart Originals.
The parties may sign any number of copies of this Second Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
4
Section 202. Governing Law.
THIS SECOND 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 Second Supplemental Indenture will take effect
immediately upon its execution and delivery to the Trustee.
[remainder of page intentionally left blank; signature pages follow]
5
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date and year first
written above.
XXXXX SUPERMARKETS, INC.
XXXXX DRUGS, INC.
XXXXX REALTY, INC.
MAR PROPERTIES, INC.
MARLEASE, INC.
XXXXX INTERNATIONAL, INC.
XXXXX CULTURAL GROUP, INC.
LIMITED HOLDINGS, INC.
XXXXX P.Q., INC.
TEMPORARY SERVICES, INC.
NORTH XXXXXX DEVELOPMENT
CORPORATION
CONTRACT TRANSPORT, INC.
TRADEMARK HOLDINGS, INC.
By: /s/ Xxx X. Xxxxx
----------------------------------------
Name: Xxx X. Xxxxx
Title: President
CRYSTAL FOOD SERVICES, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
LOBILL FOODS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CONTRACT TRANSPORT, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
XXXXX SUPERMARKETS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
VILLAGE PANTRY, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
XXXXX DRUGS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
6
XXXXX CLEARINGHOUSE, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CONVENIENCE STORE DISTRIBUTING
COMPANY, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CONVENIENCE STORE TRANSPORTATION
COMPANY, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CRYSTAL FOOD MANAGEMENT SERVICES, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
XXXXXXXXXXX FOODS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
PANTRY PROPERTY, LLC
By: VILLAGE PANTRY, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
MS PROPERTY, LLC
By: XXXXX SUPERMARKETS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CF PROPERTY, LLC
By: CRYSTAL FOOD SERVICES, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
MD PROPERTY, LLC
By: XXXXX DRUGS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
LB PROPERTY, LLC
By: LOBILL FOODS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
7
XxXXXXXX, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
MCN PROPERTY, LLC
By: XxXXXXXX, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
BF PROPERTY, LLC
By: XXXXXXXXXXX FOODS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
CSD PROPERTY, LLC
By: CONVENIENCE STORE DISTRIBUTING
COMPANY, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
FLORAL PROPERTY, LLC
By: XXXXX SUPERMARKETS, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
By: /s/ Xxx X. Xxxxx
----------------------------------------
Name: Xxx X. Xxxxx
Title: President and Chief Executive
Officer
XXXXX VILLAGE PANTRIES, INC.
CONVENIENCE STORE DISTRIBUTING COMPANY
By: Xxxxx Village Pantries, Inc., its
General Partner
By: /s/ Xxx X. Xxxxx
----------------------------------------
Name: Xxx X. Xxxxx
Title: Chief Executive Officer
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.
8
Marlease, Inc.
Xxxxx International, Inc.
Xxxxx 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.
Xxxxx Supermarkets, Inc.,
as Chief Operating Officer of
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.
STATE STREET BANK & TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------
Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
