NOTE GUARANTEE
DATED AS OF MAY 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
Reference is made to the Indenture, dated as of July 11, 1997, among
AmeriServe Food Distribution, Inc. (the "Company"), certain subsidiaries of the
Company listed on the signature pages thereto and State Street Bank and Trust
Company, as Trustee, 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"). Capitalized terms used herein
have the same meanings given in the Indenture unless otherwise indicated.
Subject to Section 11.06 of the Indenture, each Subsidiary Guarantor
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Senior Subordinated Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Senior Subordinated Notes and the
Obligations of the Company under the Senior Subordinated Notes or under the
Indenture, that: (a) the principal of, premium, if any, interest and Liquidated
Damages, if any, on the Senior Subordinated Notes will be promptly paid in full
when due, subject to any applicable grace period, whether at maturity, by
acceleration, redemption or otherwise, and interest on overdue principal,
premium, if any, (to the extent permitted by law) interest on any interest, if
any, and Liquidated Damages, if any, on the Senior Subordinated Notes and all
other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Senior Subordinated Notes will be promptly paid in full
and performed, all in accordance with the terms thereof; and (b) in case of any
extension of time of payment or renewal of any Senior Subordinated Notes or any
of such other payment Obligations, the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration, redemption or otherwise. Failing payment when so due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Subsidiary Guarantors will be jointly and severally obligated to pay the same
immediately.
The obligations of the Subsidiary Guarantor to the Holders and to the
Trustee pursuant to this Note Guarantee and the Indenture are expressly set
forth in Article 11 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Note Guarantee. The terms of Article 11
of the Indenture are incorporated herein by reference. This Note Guarantee is
subject to release as and to the extent provided in Section 11.04 of the
Indenture.
This is a continuing Guarantee and shall remain in full force and effect
and shall be binding upon each Subsidiary Guarantor and its respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's Obligations under the Senior Subordinated
Notes and the Indenture and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
This is a Note Guarantee of payment and not a guarantee of collection.
This Note Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Senior Subordinated Note to which this
Note Guarantee relates shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
For purposes hereof, each Subsidiary Guarantor's liability shall be
limited to the lesser of (i) the aggregate amount of the Obligations of the
Company under the Senior Subordinated Notes and the Indenture and (ii) the
amount, if any, which would not have (A) rendered such Subsidiary Guarantor
"insolvent" (as such term is defined in the Bankruptcy Law and in the Debtor and
Creditor Law of the State of New York) or (B) left such Subsidiary Guarantor
with unreasonably small capital at the time its Note Guarantee of the Senior
Subordinated Notes was entered into; provided that, it will be a presumption in
any lawsuit or other proceeding in which a Subsidiary Guarantor is a party that
the amount guaranteed pursuant to the Note Guarantee is the amount set forth in
clause (i) above unless any creditor, or representative of creditors of such
Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such
Subsidiary Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of the Subsidiary Guarantor is limited to the amount set forth in
clause (ii) above. The Indenture provides that, in making any determination as
to the solvency or sufficiency of capital of a Subsidiary Guarantor in
accordance with the previous sentence, the right of such Subsidiary Guarantors
to contribution from other Subsidiary Guarantors and any other rights such
Subsidiary Guarantors may have, contractual or otherwise, shall be taken into
account.
[SIGNATURE PAGES FOLLOW]
-2-
SIGNATURES
ProSource, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-3-
SIGNATURES
ProSource Services Corporation
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-4-
SIGNATURES
BroMar Services, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-5-
SIGNATURES
ProSource Investments, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-6-
SIGNATURES
PSD Transportation Services, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-7-
SIGNATURES
ProSource Mexico Holdings, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-8-
SIGNATURES
PSC Services of Florida, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-9-
