NOTE GUARANTEE
DATED AS OF MAY 21, 1998
AMERISERVE FOOD DISTRIBUTION, INC.
8 7/8% SENIOR NOTES DUE 2006
Reference is made to the Indenture, dated as of October 15, 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 $350,000,000 of 8 7/8% Senior Notes due 2006
(the "Senior Notes"). Capitalized terms used herein have the same meanings given
in the Indenture unless otherwise indicated.
Subject to Section 10.06 of the Indenture, each Subsidiary Guarantor
hereby, jointly and severally, unconditionally guarantees to each Holder of a
Senior 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 Notes and the Obligations of the Company under the
Senior Notes or under the Indenture, that: (a) the principal of, premium, if
any, interest and Liquidated Damages, if any, on the Senior 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 Notes and all
other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Senior 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 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 10 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Note Guarantee. The terms of Article 10
of the Indenture are incorporated herein by reference. This Note Guarantee is
subject to release as and to the extent provided in Section 10.04 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 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 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 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 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]
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SIGNATURES
ProSource, Inc.
By: /s/ X. Xxxxxx Xxxxxxx
Name: X. Xxxxxx Xxxxxxx
Title: Vice President and Assistant
Treasurer
-3-
SIGNATURES
ProSource Services Corporation, Inc.
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
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