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 Company’s
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
