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EXHIBIT 4 (L)
FIRST SUPPLEMENTAL INDENTURE
BETWEEN
XXXXX SUPERMARKETS, INC.
AND CERTAIN OF ITS SUBSIDIARIES
AND
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
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XXXXX SUPERMARKETS, INC., as Issuer,
XXXXX DRUGS, INC.,
XXXXX VILLAGE PANTRIES, INC.
XXXXX REALTY, INC.,
MAR PROPERTIES, INC.,
MARLEASE, INC.,
XXXXX INTERNATIONAL, INC.,
MARAINES GREENERY, INC.,
LIMITED HOLDINGS, INC.,
CONVENIENCE STORE DISTRIBUTING COMPANY,
XXXXX P.Q., INC.,
S.C.T., 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
as Existing Guarantors
CONVENIENCE STORE DISTRIBUTING COMPANY, LLC,
CONVENIENCE STORE TRANSPORTATION COMPANY, LLC,
CRYSTAL FOOD MANAGEMENT SERVICES, LLC and
XXXXXXXXXXX FOODS, LLC
as Additional Guarantors, and
STATE STREET BANK AND TRUST COMPANY, as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of December 31, 1997
$150,000,000
8 7/8% Senior Subordinated Notes due 2007
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FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 1997, 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, 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, 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, (collectively, the "Existing Guarantors"),
and 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 "Additional Guarantors"), and State Street Bank and
Trust Company, a Massachusetts trust company, as trustee (the "Trustee").
WHEREAS, the Company and the Existing Guarantors executed and delivered
to the Trustee the Indenture dated August 5, 1997 among the Company, the
Existing Guarantors and the Trustee (the "Indenture"; each capitalized terms
used herein which is not defined in this First 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;
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;
WHEREAS, each of the Additional Guarantors desires to become a
Guarantor under the Indenture, as amended and supplemented hereby;
WHEREAS, Section 901 of the Indenture provides for the circumstances
pursuant to which the Indenture may be amended without the consent of the
holders of the Securities and the Guarantee;
WHEREAS, Section 901 of the Indenture provides that the Indenture may
be amended without the consent of the holders of the Securities and the
Guarantee in order to correct or supplement any provision which may be defective
or inconsistent with any other provision of the Indenture or in the Securities
or any Guarantee, or to make any other provisions with respect to
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matters or questions arising under the Indenture, the Securities or the
Guarantees, provided that such provision shall not adversely affect the interest
of the Holders;
WHEREAS, the Prospectus for the Securities, describing amendments to
the Indenture permitted without the consent of the holders of the Securities,
includes "to add a Guarantor under the Indenture";
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 First Supplemental Indenture
a valid agreement of the Company, the Existing Guarantors, the Additional
Guarantors and the Trustee have been done;
NOW THEREFORE, THIS FIRST 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. Amendment of Section 901
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Section 901 of the Indenture is amended to delete the words "pursuant
to the requirements of Section 1014".
ARTICLE TWO
DELIVERY OF ADDITIONAL GUARANTIES
Section 201. Execution of Guaranty.
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Simultaneously with the execution and delivery of this First
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 202. Additional Guarantors are Guarantors Under Indenture and
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Securities.
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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 First 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 201 of this First Supplemental Indenture.
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ARTICLE THREE
MISCELLANEOUS
Section 301. Counterpart Originals.
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The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
Section 302. Governing Law.
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THIS FIRST 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 303. Effectiveness.
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The provisions of this First Supplemental Indenture will take effect
immediately upon its execution and delivery to the Trustee.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date and year first
written above.
XXXXX DRUGS, INC.
XXXXX REALTY, INC.
MAR PROPERTIES, INC.
MARLEASE, INC.
XXXXX INTERNATIONAL, INC.
MARAINES GREENERY, INC.
LIMITED HOLDINGS, INC.
XXXXX P.Q., INC.
S.C.T., INC.
NORTH XXXXXX DEVELOPMENT
CORPORATION
CONTRACT TRANSPORT, INC.
TRADEMARK HOLDINGS, INC.
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President
CRYSTAL FOOD SERVICES, LLC
By: Xxxxx Supermarkets, Inc., its
Chief Operating Officer
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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
XXXXX CLEARING HOUSE, 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
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: President and Chief
Executive Officer
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XXXXX VILLAGE PANTRIES, INC.
CONVENIENCE STORE DISTRIBUTING
COMPANY
By: Xxxxx Village Pantries, Inc., its
General Partner
By: /s/ Xxx X. Xxxxx
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Name: Xxx X. Xxxxx
Title: Chief Executive Officer
Attest: /s/ X. Xxxxxxxx Butt
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X. Xxxxxxxx Butt, Secretary
Xxxxx Supermarkets, Inc.
Xxxxx Drugs, Inc.
Xxxxx Village Pantries, Inc.
Xxxxx Realty, Inc.
Mar Properties, Inc.
Marlease, Inc.
Xxxxx International, Inc.
Maraines Greenery, Inc.
Limited Holdings, Inc.
Xxxxx Village Pantries, Inc., as
general partner of Convenience
Store Distributing Company
Xxxxx P.Q., Inc.
S.C.T., 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
Attest: /s/ X. Xxxxxxxx Butt
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X. Xxxxxxxx Butt, Assistant Secretary
Trademark Holdings, Inc.
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XXXXX XXXXXX XXXX & TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Assistant Vice President
