QUALITY DISTRIBUTION, LLC and QD CAPITAL CORPORATION as Issuers, the GUARANTORS named in the Indenture (as defined herein), QD RISK SERVICES, INC. as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Exhibit 10.2
QUALITY DISTRIBUTION, LLC
and
QD CAPITAL CORPORATION
as Issuers,
the GUARANTORS named in the Indenture (as defined herein),
QD RISK SERVICES, INC.
as Guarantor
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 27, 2009
Senior Floating Rate Notes due 2012, Series A
THIS SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of August 27, 2009, among QUALITY DISTRIBUTION, LLC, a Delaware limited liability company (the Company) and QD CAPITAL CORPORATION, a Delaware corporation (QD Capital and together with the Company, the Issuers), QD RISK SERVICES, INC., a Florida Corporation (the Undersigned) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the Trustee).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of January 28, 2005 (as supplemented from time to time, the Indenture), relating to the Companys Senior Floating Rate Notes due 2012 (the Notes);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired Domestic Restricted Subsidiaries to provide Guaranties in certain circumstances.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article Ten thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
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Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
QUALITY DISTRIBUTION, LLC, as Issuer | ||
By: | /s/ Gary R. Enzor | |
Name: | Gary R. Enzor | |
Title: | Chief Executive Officer | |
QD CAPITAL CORPORATION, as Issuer | ||
By: | /s/ Gary R. Enzor | |
Name: | Gary R. Enzor | |
Title: | Chief Executive Officer | |
QD RISK SERVICES, INC., as Guarantor | ||
By: | /s/ Jonathan C. Gold | |
Name: | Jonathan C. Gold | |
Title: | Secretary | |
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Christie Leppert | |
Name: | Christie Leppert | |
Title: | Senior Associate |