Second Supplemental Indenture to 8 7/8% Senior Subordinated Notes Due 2007 – Marsh Supermarkets, Inc. and State Street Bank and Trust Company

Summary

This agreement, dated January 28, 2000, is a Second Supplemental Indenture among Marsh Supermarkets, Inc., its subsidiaries (as existing and additional guarantors), and State Street Bank and Trust Company as trustee. It amends a previous indenture for $150 million in senior subordinated notes due 2007. The main purpose is to add new subsidiaries as guarantors of the notes, ensuring they assume the same obligations as existing guarantors. The agreement is effective upon signing and is governed by New York law.

EX-4.L 2 ex4-l.txt SECOND SUPPLEMENTAL INDENTURE 1 EXHIBIT 4(l) MARSH SUPERMARKETS, INC., as Issuer, MARSH DRUGS, INC., MARSH VILLAGE PANTRIES, INC. MUNDY REALTY, INC., MAR PROPERTIES, INC., MARLEASE, INC., MARSH INTERNATIONAL, INC., MARSH CULTURAL GROUP, INC., LIMITED HOLDINGS, INC., CONVENIENCE STORE DISTRIBUTING COMPANY, MARSH P.Q., INC., TEMPORARY SERVICES, INC., NORTH MARION DEVELOPMENT CORPORATION, CONTRACT TRANSPORT, INC., CRYSTAL FOOD SERVICES, LLC, LOBILL FOODS, LLC, CONTRACT TRANSPORT, LLC, MARSH SUPERMARKETS, LLC, VILLAGE PANTRY, LLC, MARSH DRUGS, LLC, TRADEMARK HOLDINGS, INC., MARSH CLEARING HOUSE, LLC, CONVENIENCE STORE DISTRIBUTING COMPANY, LLC, CONVENIENCE STORE TRANSPORTATION COMPANY, LLC, CRYSTAL FOOD MANAGEMENT SERVICES, LLC and BUTTERFIELD FOODS, LLC as Existing Guarantors, PANTRY PROPERTY, LLC, MS PROPERTY, LLC, CF PROPERTY, LLC, MD PROPERTY, LLC, LB PROPERTY, LLC, McNAMARA, 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 Marsh Supermarkets, Inc., an Indiana corporation (the "Company"), Marsh Drugs, Inc., an Indiana corporation, Marsh Village Pantries, Inc., an Indiana corporation, Mundy Realty, Inc., an Indiana corporation, Mar Properties, Inc., an Indiana corporation, Marlease, Inc., an Indiana corporation, Marsh International, Inc., an Indiana corporation, Marsh 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, Marsh P.Q., Inc., an Indiana corporation, Temporary Services, Inc. (f/k/a S.C.T., Inc.), an Indiana corporation, North Marion 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, Marsh Supermarkets, LLC, an Indiana limited liability company, Village Pantry, LLC, an Indiana limited liability company, Marsh Drugs, LLC, an Indiana limited liability company, Trademark Holdings, Inc., a Delaware corporation, and Marsh 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 Butterfield 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, McNamara, 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. MARSH SUPERMARKETS, INC. MARSH DRUGS, INC. MUNDY REALTY, INC. MAR PROPERTIES, INC. MARLEASE, INC. MARSH INTERNATIONAL, INC. MARSH CULTURAL GROUP, INC. LIMITED HOLDINGS, INC. MARSH P.Q., INC. TEMPORARY SERVICES, INC. NORTH MARION DEVELOPMENT CORPORATION CONTRACT TRANSPORT, INC. TRADEMARK HOLDINGS, INC. By: /s/ Don E. Marsh ---------------------------------------- Name: Don E. Marsh Title: President CRYSTAL FOOD SERVICES, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer LOBILL FOODS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CONTRACT TRANSPORT, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer MARSH SUPERMARKETS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer VILLAGE PANTRY, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer MARSH DRUGS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer 6 MARSH CLEARINGHOUSE, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CONVENIENCE STORE DISTRIBUTING COMPANY, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CONVENIENCE STORE TRANSPORTATION COMPANY, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CRYSTAL FOOD MANAGEMENT SERVICES, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer BUTTERFIELD FOODS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer PANTRY PROPERTY, LLC By: VILLAGE PANTRY, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer MS PROPERTY, LLC By: MARSH SUPERMARKETS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CF PROPERTY, LLC By: CRYSTAL FOOD SERVICES, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer MD PROPERTY, LLC By: MARSH DRUGS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer LB PROPERTY, LLC By: LOBILL FOODS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer 7 McNAMARA, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer MCN PROPERTY, LLC By: McNAMARA, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer BF PROPERTY, LLC By: BUTTERFIELD FOODS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer CSD PROPERTY, LLC By: CONVENIENCE STORE DISTRIBUTING COMPANY, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer FLORAL PROPERTY, LLC By: MARSH SUPERMARKETS, LLC By: Marsh Supermarkets, Inc., its Chief Operating Officer By: /s/ Don E. Marsh ---------------------------------------- Name: Don E. Marsh Title: President and Chief Executive Officer MARSH VILLAGE PANTRIES, INC. CONVENIENCE STORE DISTRIBUTING COMPANY By: Marsh Village Pantries, Inc., its General Partner By: /s/ Don E. Marsh ---------------------------------------- Name: Don E. Marsh Title: Chief Executive Officer Attest: /s/ P. Lawrence Butt ---------------------------- P. Lawrence Butt, Secretary Marsh Supermarkets, Inc. Marsh Drugs, Inc. Marsh Village Pantries, Inc. Mundy Realty, Inc. Mar Properties, Inc. 8 Marlease, Inc. Marsh International, Inc. Marsh Cultural Group, Inc. Limited Holdings, Inc. Marsh Village Pantries, Inc., as general partner of Convenience Store Distributing Company Marsh P.Q., Inc. Temporary Services, Inc. North Marion Development Corporation Contract Transport, Inc. Marsh Supermarkets, Inc., as Chief Operating Officer of Crystal Food Services, LLC LoBill Foods, LLC Contract Transport, LLC Marsh Supermarkets, LLC Village Pantry, LLC Marsh Drugs, LLC Marsh Clearing House, LLC Convenience Store Distributing Company, LLC Convenience Store Transportation Company, LLC Crystal Food Management Services, LLC Butterfield Foods, LLC McNamara, LLC Attest: /s/ P. Lawrence Butt -------------------------------------- P. Lawrence Butt, Assistant Secretary Trademark Holdings, Inc. STATE STREET BANK & TRUST COMPANY, as Trustee By: /s/ Dennis Fisher ------------------------------------------- Name: Dennis Fisher Title: Assistant Vice President