Exhibit 10.3
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
SUPPLEMENTAL
INDENTURE
Dated as of August 27,
2009
Senior Floating Rate Notes due 2012,
Series B
THIS 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 December 18, 2007 (the “ Indenture ”),
relating to the Company’s Senior Floating Rate Notes due
2012, Series B (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
intendi
