<PAGE> 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
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SECOND SUPPLEMENTAL INDENTURE
Dated as of January 28, 2000
$150,000,000
8 7/8% Senior Subordinated Notes due 2007
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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;
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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.
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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]
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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
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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
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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
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P. Lawrence Butt, Secretary
Marsh Supermarkets, Inc.
Marsh Drugs, Inc.
Marsh Village Pantries, Inc.
Mundy Realty, Inc.
Mar Properties, Inc.
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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
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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
