SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this "Supplemental Indenture"), dated as of
May 21, 1998, between the Subsidiary Guarantors (the "New Subsidiary
Guarantors") listed on the signature pages hereto, each a subsidiary of
AmeriServe Food Distribution, Inc., a Delaware corporation (the "Company"), the
Company and State Street Bank and Trust Company as trustee under the indenture
referred to below (the "Trustee"). Capitalized terms used herein and not defined
herein shall have the meaning ascribed to them in the Indenture (as defined
below).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture, dated as of July 11, 1997, as amended by a supplemental indenture
dated as of December 23, 1997 (as so amended, the "Indenture"), providing for
the issuance of an aggregate principal amount of $500,000,000 of 10 1/8%
Senior Subordinated Notes due 2007 (the "Senior Subordinated Notes");
WHEREAS, Section 11.05 of the Indenture provides that under certain
circumstances the Company may cause, and Section 11.03 of the Indenture provides
that under certain circumstances the Company must cause, certain of its
subsidiaries to execute and deliver to the Trustee a supplemental indenture
pursuant to which such subsidiaries shall unconditionally guarantee all of the
Company's Obligations under the Senior Subordinated Notes pursuant to a Note
Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Senior Subordinated Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Note Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other Subsidiary Guarantors, to guarantee
the Company's Obligations under the Senior Subordinated Notes and the Indenture
on the terms and subject to the conditions set forth in Article 11 of the
Indenture and to be bound by all other applicable provisions of the Indenture.
3. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Subsidiary
Guarantor, as such, shall have any liability for any obligations of the Company
or any Subsidiary Guarantor under the Senior Subordinated Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Senior Subordinated Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Senior Subordinated Notes.
4. New York Law to Govern. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.
-1-
5. Counterparts The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by the New Subsidiary
Guarantors.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
AmeriServe Food Distribution, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Services Corporation
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
BroMar Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Investments, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSD Transportation Services, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
ProSource Mexico Holdings, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
PSC Services of Florida, Inc.
By: /s/ A. Petter Ostberg
Name: A. Petter Ostberg
Title: Vice President and Assistant
Treasurer
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed attested, all as of the date first above written.
Dated as of: May 21, 1998
State Street Bank and Trust Company,
as Trustee
By: /s/ Michael M. Hopkins
Name: Michael M. Hopkins
Title: Vice President