Supplemental Indenture to the Indenture Governing the Issuers' Senior Floating



 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 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. 
  

 1 








 Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together. 
  

 2 








 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