exv4w2









    Exhibit 4.2



 




    [Form of
    Subordinated Indenture]



 






 


 


 




    CALUMET
    SPECIALTY PRODUCTS PARTNERS, L.P.



 



    CALUMET FINANCE CORP.



 



    as Issuers,



 



    any Subsidiary Guarantors party hereto,



 



    and



 



    [                    ],



 



    as Trustee



 



    INDENTURE



 



    Dated as
    of          



 



    Debt Securities



 


 

















 








    CROSS-REFERENCE
    TABLE



 


	 	 	 	 	 	 	 
	

    TIA Section


	
 
	
    Indenture Section

	 

	
 
	
    310
	
 
	
 
	
    (a)
	
 
	
    7.10

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    7.10

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    N.A.

	
 
	
    311
	
 
	
 
	
    (a)
	
 
	
    7.11

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    7.11

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    N.A.

	
 
	
    312
	
 
	
 
	
    (a)
	
 
	
    5.01

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    5.02

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    5.02

	
 
	
    313
	
 
	
 
	
    (a)
	
 
	
    5.03

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    5.03

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    13.03

	
 
	
 
	
 
	
 
	
    (d)
	
 
	
    5.03

	
 
	
    314
	
 
	
 
	
    (a)
	
 
	
    4.05

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    N.A.

	
 
	
 
	
 
	
 
	
    (c)(1) 
	
 
	
    13.05

	
 
	
 
	
 
	
 
	
    (c)(2) 
	
 
	
    13.05

	
 
	
 
	
 
	
 
	
    (c)(3) 
	
 
	
    N.A.

	
 
	
 
	
 
	
 
	
    (d)
	
 
	
    N.A.

	
 
	
 
	
 
	
 
	
    (e)
	
 
	
    13.05

	
 
	
 
	
 
	
 
	
    (f)
	
 
	
    N.A.

	
 
	
    315
	
 
	
 
	
    (a)
	
 
	
    7.01

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    6.07 & 13.03

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    7.01

	
 
	
 
	
 
	
 
	
    (d)
	
 
	
    7.01

	
 
	
 
	
 
	
 
	
    (e)
	
 
	
    6.08

	
 
	
    316
	
 
	
 
	
    (a) (last sentence)
	
 
	
    1.01

	
 
	
 
	
 
	
 
	
    (a)(1)(A)
	
 
	
    6.06

	
 
	
 
	
 
	
 
	
    (a)(1)(B)
	
 
	
    6.06

	
 
	
 
	
 
	
 
	
    (a)(2) 
	
 
	
    9.01(d)

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    6.04

	
 
	
 
	
 
	
 
	
    (c)
	
 
	
    5.04

	
 
	
    317
	
 
	
 
	
    (a)(1) 
	
 
	
    6.02

	
 
	
 
	
 
	
 
	
    (a)(2) 
	
 
	
    6.02

	
 
	
 
	
 
	
 
	
    (b)
	
 
	
    4.04

	
 
	
    318
	
 
	
 
	
    (a)
	
 
	
    13.07









 



    N.A. means Not Applicable



 



    NOTE:  This Cross-Reference table shall not, for any
    purpose, be deemed part of this Indenture.














 








    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE I 

    DEFINITIONS AND INCORPORATION BY REFERENCE



	

    Section 1.01


	
 
	
    Definitions
	
 
	 
	
    1
	 

	

    Section 1.02


	
 
	
    Other Definitions
	
 
	 
	
    5
	 

	

    Section 1.03


	
 
	
    Incorporation by Reference of Trust Indenture Act
	
 
	 
	
    5
	 

	

    Section 1.04


	
 
	
    Rules of Construction
	
 
	 
	
    6
	 

	

    ARTICLE II 

    DEBT SECURITIES



	

    Section 2.01


	
 
	
    Forms Generally
	
 
	 
	
    6
	 

	

    Section 2.02


	
 
	
    Form of Trustee’s Certificate of Authentication
	
 
	 
	
    6
	 

	

    Section 2.03


	
 
	
    Principal Amount; Issuable in Series
	
 
	 
	
    7
	 

	

    Section 2.04


	
 
	
    Execution of Debt Securities
	
 
	 
	
    9
	 

	

    Section 2.05


	
 
	
    Authentication and Delivery of Debt Securities
	
 
	 
	
    9
	 

	

    Section 2.06


	
 
	
    Denomination of Debt Securities
	
 
	 
	
    10
	 

	

    Section 2.07


	
 
	
    Registration of Transfer and Exchange
	
 
	 
	
    10
	 

	

    Section 2.08


	
 
	
    Temporary Debt Securities
	
 
	 
	
    11
	 

	

    Section 2.09


	
 
	
    Mutilated, Destroyed, Lost or Stolen Debt Securities
	
 
	 
	
    11
	 

	

    Section 2.10


	
 
	
    Cancellation of Surrendered Debt Securities
	
 
	 
	
    12
	 

	

    Section 2.11


	
 
	
    Provisions of the Indenture and Debt Securities for the Sole
    Benefit of the Parties and the Holders
	
 
	 
	
    12
	 

	

    Section 2.12


	
 
	
    Payment of Interest; Interest Rights Preserved
	
 
	 
	
    12
	 

	

    Section 2.13


	
 
	
    Securities Denominated in Dollars
	
 
	 
	
    13
	 

	

    Section 2.14


	
 
	
    Wire Transfers
	
 
	 
	
    13
	 

	

    Section 2.15


	
 
	
    Securities Issuable in the Form of a Global Security
	
 
	 
	
    13
	 

	

    Section 2.16


	
 
	
    Medium Term Securities
	
 
	 
	
    15
	 

	

    Section 2.17


	
 
	
    Defaulted Interest
	
 
	 
	
    26
	 

	

    Section 2.18


	
 
	
    CUSIP Numbers
	
 
	 
	
    16
	 

	

    ARTICLE III 

    REDEMPTION OF DEBT SECURITIES



	

    Section 3.01


	
 
	
    Applicability of Article
	
 
	 
	
    16
	 

	

    Section 3.02


	
 
	
    Notice of Redemption; Selection of Debt Securities
	
 
	 
	
    16
	 

	

    Section 3.03


	
 
	
    Payment of Debt Securities Called for Redemption
	
 
	 
	
    17
	 

	

    Section 3.04


	
 
	
    Mandatory and Optional Sinking Funds
	
 
	 
	
    18
	 

	

    Section 3.05


	
 
	
    Redemption of Debt Securities for Sinking Fund
	
 
	 
	
    18
	 

	

    ARTICLE IV 

    PARTICULAR COVENANTS OF THE ISSUERS



	

    Section 4.01


	
 
	
    Payment of Principal of, and Premium, If Any, and Interest on,
    Debt Securities
	
 
	 
	
    19
	 

	

    Section 4.02


	
 
	
    Maintenance of Offices or Agencies for Registration of Transfer,
    Exchange and Payment of Debt Securities
	
 
	 
	
    19
	 

	

    Section 4.03


	
 
	
    Appointment to Fill a Vacancy in the Office of Trustee
	
 
	 
	
    20
	 

	

    Section 4.04


	
 
	
    Duties of Paying Agents, etc. 
	
 
	 
	
    20
	 

	

    Section 4.05


	
 
	
    SEC Reports; Financial Statements
	
 
	 
	
    21
	 

	

    Section 4.06


	
 
	
    Compliance Certificate
	
 
	 
	
    21
	 

	

    Section 4.07


	
 
	
    Further Instruments and Acts
	
 
	 
	
    21
	 

	

    Section 4.08


	
 
	
    Existence
	
 
	 
	
    21
	 






    

    -ii-








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 4.09


	
 
	
    Maintenance of Properties
	
 
	 
	
    22
	 

	

    Section 4.10


	
 
	
    Payment of Taxes and Other Claims
	
 
	 
	
    22
	 

	

    Section 4.11


	
 
	
    Waiver of Certain Covenants
	
 
	 
	
    22
	 

	

    ARTICLE V 

    HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE



	

    Section 5.01


	
 
	
    Issuers to Furnish Trustee Information as to Names and Addresses
    of Holders; Preservation of Information
	
 
	 
	
    22
	 

	

    Section 5.02


	
 
	
    Communications to Holders
	
 
	 
	
    23
	 

	

    Section 5.03


	
 
	
    Reports by Trustee
	
 
	 
	
    23
	 

	

    Section 5.04


	
 
	
    Record Dates for Action by Holders
	
 
	 
	
    23
	 

	

    ARTICLE VI 

    REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT



	

    Section 6.01


	
 
	
    Events of Default
	
 
	 
	
    25
	 

	

    Section 6.02


	
 
	
    Collection of Debt by Trustee, etc.
	
 
	 
	
    25
	 

	

    Section 6.03


	
 
	
    Application of Moneys Collected by Trustee
	
 
	 
	
    26
	 

	

    Section 6.04


	
 
	
    Limitation on Suits by Holders
	
 
	 
	
    26
	 

	

    Section 6.05


	
 
	
    Remedies Cumulative; Delay or Omission in Exercise of Rights Not
    a Waiver of Default
	
 
	 
	
    27
	 

	

    Section 6.06


	
 
	
    Rights of Holders of Majority in Principal Amount of Debt
    Securities to Direct Trustee and to Waive Default
	
 
	 
	
    27
	 

	

    Section 6.07


	
 
	
    Trustee to Give Notice of Events of Defaults Known to It, but
    May Withhold Such Notice in Certain Circumstances
	
 
	 
	
    27
	 

	

    Section 6.08


	
 
	
    Requirement of an Undertaking to Pay Costs in Certain Suits
    under the Indenture or Against the Trustee
	
 
	 
	
    28
	 

	

    ARTICLE VII 

    CONCERNING THE TRUSTEE



	

    Section 7.01


	
 
	
    Certain Duties and Responsibilities
	
 
	 
	
    28
	 

	

    Section 7.02


	
 
	
    Certain Rights of Trustee
	
 
	 
	
    29
	 

	

    Section 7.03


	
 
	
    Trustee Not Liable for Recitals in Indenture or in Debt
    Securities
	
 
	 
	
    30
	 

	

    Section 7.04


	
 
	
    Trustee, Paying Agent or Registrar May Own Debt Securities
	
 
	 
	
    30
	 

	

    Section 7.05


	
 
	
    Moneys Received by Trustee to Be Held in Trust
	
 
	 
	
    30
	 

	

    Section 7.06


	
 
	
    Compensation and Reimbursement
	
 
	 
	
    31
	 

	

    Section 7.07


	
 
	
    Right of Trustee to Rely on an Officers’ Certificate Where
    No Other Evidence Specifically Prescribed
	
 
	 
	
    31
	 

	

    Section 7.08


	
 
	
    Separate Trustee; Replacement of Trustee
	
 
	 
	
    32
	 

	

    Section 7.09


	
 
	
    Successor Trustee by Merger
	
 
	 
	
    32
	 

	

    Section 7.10


	
 
	
    Eligibility; Disqualification
	
 
	 
	
    32
	 

	

    Section 7.11


	
 
	
    Preferential Collection of Claims Against Issuers
	
 
	 
	
    32
	 

	

    Section 7.12


	
 
	
    Compliance with Tax Laws
	
 
	 
	
    32
	 

	

    ARTICLE VIII 

    CONCERNING THE HOLDERS



	

    Section 8.01


	
 
	
    Evidence of Action by Holders
	
 
	 
	
    32
	 

	

    Section 8.02


	
 
	
    Proof of Execution of Instruments and of Holding of Debt
    Securities
	
 
	 
	
    33
	 

	

    Section 8.03


	
 
	
    Who May Be Deemed Owner of Debt Securities
	
 
	 
	
    33
	 

	

    Section 8.04


	
 
	
    Instruments Executed by Holders Bind Future Holders
	
 
	 
	
    33
	 






    -iii-








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    ARTICLE IX 

    SUPPLEMENTAL INDENTURES



	

    Section 9.01


	
 
	
    Purposes for Which Supplemental Indenture May Be Entered into
    Without Consent of Holders
	
 
	 
	
    33
	 

	

    Section 9.02


	
 
	
    Modification of Indenture with Consent of Holders of Debt
    Securities
	
 
	 
	
    35
	 

	

    Section 9.03


	
 
	
    Effect of Supplemental Indentures
	
 
	 
	
    36
	 

	

    Section 9.04


	
 
	
    Debt Securities May Bear Notation of Changes by Supplemental
    Indentures
	
 
	 
	
    36
	 

	

    ARTICLE X 

    CONSOLIDATION, MERGER, SALE OR CONVEYANCE



	

    Section 10.01


	
 
	
    Consolidations and Mergers of the Issuers
	
 
	 
	
    36
	 

	

    Section 10.02


	
 
	
    Rights and Duties of Successor Company
	
 
	 
	
    37
	 

	

    ARTICLE XI 

    SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;

    UNCLAIMED MONEYS



	

    Section 11.01


	
 
	
    Applicability of Article
	
 
	 
	
    37
	 

	

    Section 11.02


	
 
	
    Satisfaction and Discharge of Indenture; Defeasance
	
 
	 
	
    37
	 

	

    Section 11.03


	
 
	
    Conditions of Defeasance
	
 
	 
	
    38
	 

	

    Section 11.04


	
 
	
    Application of Trust Money
	
 
	 
	
    39
	 

	

    Section 11.05


	
 
	
    Repayment to Issuers
	
 
	 
	
    39
	 

	

    Section 11.06


	
 
	
    Indemnity for U.S. Government Obligations
	
 
	 
	
    39
	 

	

    Section 11.07


	
 
	
    Reinstatement
	
 
	 
	
    39
	 

	

    ARTICLE XII 

    SUBORDINATION OF DEBT SECURITIES AND GUARANTEE



	

    Section 12.01


	
 
	
    Applicability of Article; Agreement to Subordinate
	
 
	 
	
    39
	 

	

    Section 12.02


	
 
	
    Liquidation, Dissolution, Bankruptcy
	
 
	 
	
    40
	 

	

    Section 12.03


	
 
	
    Default on Senior Indebtedness
	
 
	 
	
    40
	 

	

    Section 12.04


	
 
	
    Acceleration of Payment of Debt Securities
	
 
	 
	
    41
	 

	

    Section 12.05


	
 
	
    When Distribution Must Be Paid Over
	
 
	 
	
    41
	 

	

    Section 12.06


	
 
	
    Subrogation
	
 
	 
	
    41
	 

	

    Section 12.07


	
 
	
    Relative Rights
	
 
	 
	
    41
	 

	

    Section 12.08


	
 
	
    Subordination May Not Be Impaired by Issuers
	
 
	 
	
    41
	 

	

    Section 12.09


	
 
	
    Rights of Trustee and Paying Agent
	
 
	 
	
    41
	 

	

    Section 12.10


	
 
	
    Distribution or Notice to Representative
	
 
	 
	
    42
	 

	

    Section 12.11


	
 
	
    Article XII Not to Prevent Defaults or Limit Right to
    Accelerate
	
 
	 
	
    42
	 

	

    Section 12.12


	
 
	
    Trust Moneys Not Subordinated
	
 
	 
	
    42
	 

	

    Section 12.13


	
 
	
    Trustee Entitled to Rely
	
 
	 
	
    42
	 

	

    Section 12.14


	
 
	
    Trustee to Effectuate Subordination
	
 
	 
	
    42
	 

	

    Section 12.15


	
 
	
    Trustee Not Fiduciary for Holders of Senior Indebtedness
	
 
	 
	
    42
	 

	

    Section 12.16


	
 
	
    Reliance by Holders of Senior Indebtedness on Subordination
    Provisions
	
 
	 
	
    43
	 

	

    ARTICLE XIII 

    MISCELLANEOUS PROVISIONS



	

    Section 13.01


	
 
	
    Successors and Assigns of Issuers Bound by Indenture
	
 
	 
	
    43
	 

	

    Section 13.02


	
 
	
    Acts of Board, Committee or Officer of Successor Issuer Valid
	
 
	 
	
    43
	 

	

    Section 13.03


	
 
	
    Required Notices or Demands
	
 
	 
	
    43
	 

	

    Section 13.04


	
 
	
    Indenture and Debt Securities to Be Construed in Accordance with
    the Laws of the State of New York
	
 
	 
	
    44
	 






    -iv-








 







	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Page

	 

	

    Section 13.05


	
 
	
    Officers’ Certificate and Opinion of Counsel to Be
    Furnished upon Application or Demand by the Issuers
	
 
	 
	
    44
	 

	

    Section 13.06


	
 
	
    Payments Due on Legal Holidays
	
 
	 
	
    44
	 

	

    Section 13.07


	
 
	
    Provisions Required by TIA to Control
	
 
	 
	
    44
	 

	

    Section 13.08


	
 
	
    Computation of Interest on Debt Securities
	
 
	 
	
    44
	 

	

    Section 13.09


	
 
	
    Rules by Trustee, Paying Agent and Registrar
	
 
	 
	
    44
	 

	

    Section 13.10


	
 
	
    No Recourse Against Others
	
 
	 
	
    45
	 

	

    Section 13.11


	
 
	
    Severability
	
 
	 
	
    45
	 

	

    Section 13.12


	
 
	
    Effect of Headings
	
 
	 
	
    45
	 

	

    Section 13.13


	
 
	
    Indenture May Be Executed in Counterparts
	
 
	 
	
    45
	 

	

    ARTICLE XIV

    GUARANTEE



	

    Section 14.01


	
 
	
    Unconditional Guarantee
	
 
	 
	
    45
	 

	

    Section 14.02


	
 
	
    Execution and Delivery of Guarantee
	
 
	 
	
    46
	 

	

    Section 14.03


	
 
	
    Limitation on Subsidiary Guarantors’ Liability
	
 
	 
	
    47
	 

	

    Section 14.04


	
 
	
    Release of Subsidiary Guarantors from Guarantee
	
 
	 
	
    47
	 

	

    Section 14.05


	
 
	
    Subsidiary Guarantor Contribution
	
 
	 
	
    47
	 

	

    Notation of Guarantee


	
 
	 
	
    A-1
	 











    -v-








 







    THIS INDENTURE dated as
    of          
    is among Calumet Specialty Products Partners, L.P., a Delaware
    limited partnership (the “Partnership”), Calumet
    Finance Corp. (“Finance Corp.,” and together with the
    Partnership, the “Issuers”), any Subsidiary Guarantors
    (as defined herein party hereto and
    [          ],
    a          ,
    as trustee (the “Trustee”).



 




    RECITALS
    OF THE ISSUERS AND ANY SUBSIDIARY GUARANTORS



 



    The Issuers and any Subsidiary Guarantors have duly authorized
    the execution and delivery of this Indenture to provide for the
    issuance from time to time of the Issuers’ debentures,
    notes, bonds or other evidences of indebtedness to be issued in
    one or more series unlimited as to principal amount (herein
    called the “Debt Securities”), which Debt Securities
    may be guaranteed by each of the Subsidiary Guarantors and may
    be subordinated in right of payment to Senior Indebtedness, as
    in this Indenture provided.



 



    All things necessary to make this Indenture a valid agreement of
    the Issuers and any Subsidiary Guarantors, in accordance with
    its terms, have been done.



 




    NOW,
    THEREFORE, THIS INDENTURE WITNESSETH



 



    That in order to declare the terms and conditions upon which the
    Debt Securities are authenticated, issued and delivered, and in
    consideration of the premises, and of the purchase and
    acceptance of the Debt Securities by the Holders thereof, the
    Issuers, any Subsidiary Guarantor and the Trustee covenant and
    agree with each other, for the benefit of the respective Holders
    from time to time of the Debt Securities or any series thereof,
    as follows:



 




    ARTICLE I

    



 




    DEFINITIONS
    AND INCORPORATION BY REFERENCE
    



 



    Section 1.01  Definitions.



 



    “Affiliate” of any specified Person means any other
    Person directly or indirectly controlling or controlled by or
    under direct or indirect common control with such specified
    Person. For the purposes of this definition, “control”
    when used with respect to any specified Person means the power
    to direct the management and policies of such Person, directly
    or indirectly, whether through the ownership of voting
    securities, by contract or otherwise; and the terms
    “controlling” and “controlled” have meanings
    correlative to the foregoing. The Trustee may request and may
    conclusively rely upon an Officers’ Certificate to
    determine whether any Person is an Affiliate of any specified
    Person.



 



    “Agent” means any Registrar or paying agent.



 



    “Bankruptcy Law” means Title 11, U.S. Code
    or any similar federal or state law for the relief of debtors.



 



    “Board of Directors” means, (i) with respect to
    Finance Corp., the board of directors of the corporation or any
    committee thereof duly authorized to act on behalf of such
    board, (ii) with respect to the Partnership, the Board of
    Directors of the General Partner or any authorized committee of
    the Board of Directors of the General Partner or any directors
    and/or
    officers of the General Partner to whom such Board of Directors
    or such committee shall have duly delegated its authority to act
    hereunder. If the Partnership shall change its form of entity to
    other than a limited partnership, the references to the Board of
    Directors of the General Partner shall mean the Board of
    Directors (or other comparable governing body) of the
    Partnership.



 



    “Business Day” means any day other than a Legal
    Holiday.



 



    “capital stock” of any Person means and includes any
    and all shares, rights to purchase, warrants or options (whether
    or not currently exercisable), participations or other
    equivalents of or interests in (however designated) the equity
    (which includes, but is not limited to, common stock, preferred
    stock and partnership and joint venture interests) of such
    Person (excluding any debt securities that are convertible into,
    or exchangeable for, such equity).





    

    -1-








 







    “Custodian” means any receiver, trustee, assignee,
    liquidator or similar official under any Bankruptcy Law.



 



    “Debt” of any Person at any date means any obligation
    created or assumed by such Person for the repayment of borrowed
    money and any guarantee thereof.



 



    “Debt Security” or “Debt Securities” has the
    meaning stated in the first recital of this Indenture and more
    particularly means any debt security or debt securities, as the
    case may be of any series authenticated and delivered under this
    Indenture.



 



    “Default” means any event, act or condition that is,
    or after notice or the passage of time or both would be, an
    Event of Default.



 



    “Depositary” means, unless otherwise specified by the
    Issuers pursuant to either Section 2.03 or 2.15, with
    respect to Debt Securities of any series issuable or issued in
    whole or in part in the form of one or more Global Securities,
    The Depository Trust Company, New York, New York, or any
    successor thereto registered as a clearing agency under the
    Exchange Act or other applicable statute or regulations.



 



    “Designated Senior Indebtedness” means (i) any
    Senior Indebtedness which, at the date of determination, has an
    aggregate principal amount outstanding of, or under which, at
    the date of determination, the holders thereof are committed to
    lend up to, at least $100 million and (ii) any other
    Senior Indebtedness designated, as provided in
    Section 2.03, in respect of any series of Debt Securities.



 



    “Dollar” or “$” means such currency of the
    United States as at the time of payment is legal tender for the
    payment of public and private debts.



 



    “Exchange Act” means the Securities Exchange Act of
    1934, as amended, and any successor statute.



 



    “Finance Corp.” means the Person named as
    “Finance Corp.” in the first paragraph of this
    instrument until a successor Person shall have become such
    pursuant to the applicable terms of this Indenture, and
    thereafter “Finance Corp.” shall mean such successor
    Person.



 



    “Floating Rate Security” means a Debt Security that
    provides for the payment of interest at a variable rate
    determined periodically by reference to an interest rate index
    specified pursuant to Section 2.03.



 



    “GAAP” means generally accepted accounting principles
    in the United States, as in effect from time to time.



 



    “General Partner” means Calumet GP, LLC, a Delaware
    limited liability company, and its successors and permitted
    assigns as general partner of the Partnership or as the business
    entity with the ultimate authority to manage the business and
    operations of the Partnership.



 



    “Global Security” means with respect to any series of
    Debt Securities issued hereunder, a Debt Security which is
    executed by the Issuers and authenticated and delivered by the
    Trustee to the Depositary or pursuant to the Depositary’s
    instruction, all in accordance with this Indenture and any
    Indentures supplemental hereto, or resolution of the Board of
    Directors and set forth in an Officers’ Certificate, which
    shall be registered in the name of the Depositary or its nominee
    and which shall represent, and shall be denominated in an amount
    equal to the aggregate principal amount of, all the Outstanding
    Debt Securities of such series or any portion thereof, in either
    case having the same terms, including, without limitation, the
    same original issue date, date or dates on which principal is
    due and interest rate or method of determining interest.



 



    “guarantee” means any obligation, contingent or
    otherwise, of any Person directly or indirectly guaranteeing any
    Debt or other obligation of any other Person and any obligation,
    direct or indirect, contingent or otherwise, of such Person
    (a) to purchase or pay (or advance or supply funds for the
    purchase or payment of) such Debt or other obligation of such
    other Person (whether arising by virtue of partnership
    arrangements, or by agreement to keep-well, to purchase assets,
    goods, securities or services, to take-or-pay, or to maintain
    financial statement conditions or otherwise) or (b) entered
    into for purposes of assuring in any other manner the obligee of
    such Debt or other obligation of the payment thereof or to
    protect such obligee against loss in respect thereof (in whole
    or in part); provided, however, that the term
    “guarantee” shall not include






    

    -2-








 







    endorsements for collection or deposit in the ordinary course of
    business. The term “guarantee” used as a verb has a
    corresponding meaning.



 



    “Holder,” “Holder of Debt Securities” or
    other similar terms means, a Person in whose name a Debt
    Security is registered in the Debt Security Register (as defined
    in Section 2.07(a)).



 



    “Indenture” means this instrument as originally
    executed, or, if amended or supplemented as herein provided, as
    so amended or supplemented and shall include the form and terms
    of particular series of Debt Securities as contemplated
    hereunder, whether or not a supplemental Indenture is entered
    into with respect thereto.



 



    “Issuers” means the Partnership and Finance Corp.



 



    “Issuer Order” means a written request or order signed
    on behalf of each of the Issuers by one of its Officers and
    delivered to the Trustee.



 



    “Legal Holiday” means a Saturday, a Sunday or a day on
    which banking institutions in the City of Houston, Texas, City
    of New York, New York or at a Place of Payment are authorized by
    law, regulation or executive order to remain closed. If a
    payment date is a Legal Holiday at a Place of Payment, payment
    may be made at that place on the next succeeding day that is not
    a Legal Holiday, and no interest shall accrue for the
    intervening period.



 



    “Lien” means, with respect to any asset, any mortgage,
    lien, security interest, pledge, charge or other encumbrance of
    any kind in respect of such asset, whether or not filed,
    recorded or otherwise perfected under applicable law.



 



    “Officer” means, with respect to any Person, the
    Chairman of the Board, the Chief Executive Officer, the
    President, the Chief Operating Officer, the Chief Financial
    Officer, the Treasurer, any Assistant Treasurer, the Controller,
    the Secretary or any Vice President of such Person (or, if such
    Person is a limited partnership, the general partner of such
    Person, except it shall be the General Partner in the case of
    the Partnership so long as it is a limited partnership).



 



    “Officers’ Certificate” means a certificate
    signed on behalf of each Issuer by any two of its Officers, one
    of whom must be the principal executive officer, the principal
    financial officer or the principal accounting officer of such
    Issuer, that meets the requirements of Section 13.05 hereof.



 



    “Opinion of Counsel” means a written opinion from
    legal counsel who is acceptable to the Trustee. The counsel may
    be an employee of or counsel to the Partnership or the Trustee.



 



    “Original Issue Discount Debt Security” means any Debt
    Security which provides for an amount less than the principal
    amount thereof to be due and payable upon a declaration of
    acceleration of the maturity thereof pursuant to
    Section 6.01.



 



    “Outstanding,” when used with respect to any series of
    Debt Securities, means, as of the date of determination, all
    Debt Securities of that series theretofore authenticated and
    delivered under this Indenture, except:



 



    (a) Debt Securities of that series theretofore canceled by
    the Trustee or delivered to the Trustee for cancellation;



 



    (b) Debt Securities of that series for whose payment or
    redemption money in the necessary amount has been theretofore
    deposited with the Trustee or any paying agent (other than an
    Issuer) in trust or set aside and segregated in trust by the
    Issuers (if an Issuer shall act as its own paying agent) for the
    Holders of such Debt Securities; provided, that, if such Debt
    Securities are to be redeemed, notice of such redemption has
    been duly given pursuant to this Indenture or provision therefor
    satisfactory to the Trustee has been made; and



 



    (c) Debt Securities of that series which have been paid
    pursuant to Section 2.09 or in exchange for or in lieu of
    which other Debt Securities have been authenticated and
    delivered pursuant to this Indenture, other than any such Debt
    Securities in respect of which there shall have been presented
    to the Trustee






    

    -3-








 







    proof satisfactory to it that such Debt Securities are held by a
    protected purchaser in whose hands such Debt Securities are
    valid obligations of the Issuers;



 



    provided, however, that in determining whether the Holders of
    the requisite principal amount of the Outstanding Debt
    Securities of any series have given any request, demand,
    authorization, direction, notice, consent or waiver hereunder,
    Debt Securities owned by either of the Issuers or any other
    obligor upon the Debt Securities or any Affiliate of the
    Partnership or of such other obligor shall be disregarded and
    deemed not to be Outstanding, except that, in determining
    whether the Trustee shall be protected in relying upon any such
    request, demand, authorization, direction, notice, consent or
    waiver, only Debt Securities which a Trust Officer actually
    knows to be so owned shall be so disregarded. Debt Securities so
    owned which have been pledged in good faith may be regarded as
    Outstanding if the pledgee establishes to the satisfaction of
    the Trustee the pledgee’s right so to act with respect to
    such Debt Securities and that the pledgee is not an Issuer or
    any other obligor upon the Debt Securities or an Affiliate of
    the Partnership or of such other obligor. In determining whether
    the Holders of the requisite principal amount of Outstanding
    Debt Securities have given any request, demand, authorization,
    direction, notice, consent or waiver hereunder, the principal
    amount of an Original Issue Discount Debt Security that shall be
    deemed to be Outstanding for such purposes shall be the amount
    of the principal thereof that would be due and payable as of the
    date of such determination upon a declaration of acceleration of
    the maturity thereof pursuant to Section 6.01.



 



    “Partnership” means the Person named as the
    “Partnership” in the first paragraph of this
    instrument until a successor Person shall have become such
    pursuant to the applicable provisions of this Indenture, and
    thereafter “Partnership” shall mean such successor
    Person.



 



    “Person” means any individual, corporation,
    partnership, joint venture, limited liability company,
    incorporated or unincorporated association, joint-stock company,
    trust, unincorporated organization or government or other agency
    or political subdivision thereof or other entity of any kind.



 



    “Redemption Date,” when used with respect to any
    Debt Security to be redeemed, means the date fixed for such
    redemption by or pursuant to this Indenture.



 



    “Representative” means the trustee, agent or
    representative (if any) for an issue of Senior Debt.



 



    “SEC” means the Securities and Exchange Commission.



 



    “Securities Act” means the Securities Act of 1933, as
    amended, and any successor statute.



 



    “Senior Indebtedness,” unless otherwise provided with
    respect to the Debt Securities of a series as contemplated by
    Section 2.03, means (1) all Debt of the Subsidiary
    Guarantors or the Issuers, whether currently outstanding or
    hereafter issued, unless, by the terms of the instrument
    creating or evidencing such Debt, it is provided that such Debt
    is subordinate or not superior in right of payment to the Debt
    Securities, in the case of the Issuers, or the Guarantee, in the
    case of the Subsidiary Guarantors, or to other Debt which is
    pari passu with or subordinated to the Debt Securities, in the
    case of the Issuers, or the Guarantee, in the case of the
    Subsidiary Guarantors, and (2) any modifications,
    refunding, deferrals, renewals, or extensions of any such Debt
    or securities, notes or other evidence of Debt issued in
    exchange for such Debt; provided that in no event shall
    “Senior Indebtedness” include (a) Debt evidenced
    by the Debt Securities or any Guarantee, (b) Debt of any of
    the Subsidiary Guarantors or the Issuers owed or owing to any
    Subsidiary of the Partnership, (c) Debt of any of the
    Subsidiary Guarantors owed or owing to the Issuers,
    (d) Debt to trade creditors, (e) any liability for
    taxes owed or owing by any of the Subsidiary Guarantors or the
    Issuers or (f) Debt of any Subsidiary Guarantor in the
    event there is no series of Debt Securities Outstanding that is
    entitled to the benefits of a Guarantee.



 



    “Stated Maturity” means, with respect to any security,
    the date specified in such security as the fixed date on which
    the payment of principal of such security is due and payable,
    including pursuant to any mandatory redemption provision (but
    excluding any provision providing for the repurchase of such
    security at the option of the holder thereof upon the happening
    of any contingency beyond the control of the issuer unless such
    contingency has occurred).





    

    -4-








 







    “Subsidiary” of any Person means:



 



    (1) any corporation, association or other business entity
    of which more than 50% of the total voting power of equity
    interests entitled, without regard to the occurrence of any
    contingency, to vote in the election of directors, managers,
    trustees or equivalent Persons thereof is at the time of
    determination owned or controlled, directly or indirectly, by
    such Person or one or more of the other Subsidiaries of such
    Person or combination thereof; or



 



    (2) in the case of a partnership, more than 50% of the
    partners’ equity interests, considering all partners’
    equity interests as a single class, is at such time of
    determination owned or controlled, directly or indirectly, by
    such Person or one or more of the other Subsidiaries of such
    Person or combination thereof.



 



    “Subsidiary Guarantors” means any Subsidiary of the
    Partnership (except Finance Corp.) who may execute this
    Indenture, or a supplement hereto, for the purpose of providing
    a Guarantee of Debt Securities pursuant to this Indenture until
    a successor Person shall have become such pursuant to the
    applicable provisions of this Indenture, and thereafter
    “Subsidiary Guarantors” shall mean such successor
    Person.



 



    “TIA” means the Trust Indenture Act of 1939, as
    amended (15 U.S.C.
    §§ 77aaa-77bbbb),
    as in effect on the date of this Indenture as originally
    executed and, to the extent required by law, as amended.



 



    “Trustee” initially means
    [          ]
    and any other Person or Persons appointed as such from time to
    time pursuant to Section 7.08, and, subject to the
    provisions of Article VII, includes its or their successors
    and assigns. If at any time there is more than one such Person,
    “Trustee” as used with respect to the Debt Securities
    of any series shall mean the Trustee with respect to the Debt
    Securities of that series.



 



    “Trust Officer” means any officer or assistant
    officer of the Trustee assigned by the Trustee to administer its
    corporate trust matters.



 



    “United States” means the United States of America
    (including the States and the District of Columbia), its
    territories, its possessions and other areas subject to its
    jurisdiction.



 



    “U.S. Government Obligations” means direct
    obligations of the United States of America, obligations on
    which the payment of principal and interest is fully guaranteed
    by the United States of America or obligations or guarantees for
    the payment of which the full faith and credit of the United
    States of America is pledged.



 



    “Yield to Maturity” means the yield to maturity,
    calculated at the time of issuance of a series of Debt
    Securities, or, if applicable, at the most recent
    redetermination of interest on such series and calculated in
    accordance with accepted financial practice.



 



    Section 1.02  Other
    Definitions.



 


	 	 	 	 	 
	

    Term


	
 
	
    Defined in Section

	 

	

    “Debt Security Register”


	
 
	
 
	
    2.07
	
 

	

    “Defaulted Interest”


	
 
	
 
	
    2.17
	
 

	

    “Event of Default”


	
 
	
 
	
    6.01
	
 

	

    “Funding Guarantor”


	
 
	
 
	
    14.05
	
 

	

    “Guarantee”


	
 
	
 
	
    14.01
	
 

	

    “Place of Payment”


	
 
	
 
	
    2.03
	
 

	

    “Registrar”


	
 
	
 
	
    2.07
	
 

	

    “Subordinated Debt Securities”


	
 
	
 
	
    12.01
	
 

	

    “Successor Company”


	
 
	
 
	
    10.01
	
 









 



    Section 1.03  Incorporation
    by Reference of Trust Indenture
    Act.  Whenever this Indenture refers to a
    provision of the TIA, the provision is incorporated by reference
    in and made a part of this Indenture.



 



    All terms used in this Indenture that are defined by the TIA,
    defined by TIA reference to another statute or defined by SEC
    rule under the TIA have the meanings so assigned to them.





    

    -5-








 







    Section 1.04  Rules
    of Construction.  Unless the context otherwise
    requires:



 



    (a) a term has the meaning assigned to it;



 



    (b) an accounting term not otherwise defined has the
    meaning assigned to it in accordance with GAAP;



 



    (c) “or” is not exclusive;



 



    (d) words in the singular include the plural, and in the
    plural include the singular;



 



    (e) provisions apply to successive events and transactions;



 



    (f) if the applicable series of Debt Securities are
    subordinated pursuant to Article XII, unsecured Debt shall
    not be deemed to be subordinate or junior to secured Debt merely
    by virtue of its nature as unsecured Debt; and



 



    (g) the principal amount of any noninterest bearing or
    other discount security at any date shall be the principal
    amount thereof that would be shown on a balance sheet of the
    issuer dated such date prepared in accordance with GAAP.



 




    ARTICLE II

    



 




    DEBT
    SECURITIES
    



 



    Section 2.01  Forms Generally.  The
    Debt Securities of each series shall be in substantially the
    form established without the approval of any Holder by or
    pursuant to a resolution of the Board of Directors of each
    Issuer or in one or more Indentures supplemental hereto, in each
    case with such appropriate insertions, omissions, substitutions
    and other variations as are required or permitted by this
    Indenture, and may have such letters, numbers or other marks of
    identification and such legends or endorsements placed thereon
    as the Issuers may deem appropriate (and, if not contained in a
    supplemental Indenture entered into in accordance with
    Article IX, as are not prohibited by the provisions of this
    Indenture) or as may be required or appropriate to comply with
    any law or with any rules made pursuant thereto or with any
    rules of any securities exchange on which such series of Debt
    Securities may be listed, or to conform to general usage, or as
    may, consistently herewith, be determined by the officers
    executing such Debt Securities as evidenced by their execution
    of the Debt Securities.



 



    The definitive Debt Securities of each series shall be printed,
    lithographed or engraved on steel engraved borders or may be
    produced in any other manner, all as determined by the officers
    executing such Debt Securities, as evidenced by their execution
    of such Debt Securities.



 



    Section 2.02  Form
    of Trustee’s Certificate of
    Authentication.  The Trustee’s
    certificate of authentication on all Debt Securities
    authenticated by the Trustee shall be in substantially the
    following form:



 




    

    -6-








 








    TRUSTEE’S
    CERTIFICATE OF AUTHENTICATION



 



    This is one of the Debt Securities of the series designated
    therein referred to in the within-mentioned Indenture.



 



    [                    ],
    

    As Trustee



 


			
	 	    By: 
	
        


    
Authorized
    Signatory




 



    Section 2.03  Principal
    Amount; Issuable in Series.  The aggregate
    principal amount of Debt Securities which may be issued,
    executed, authenticated, delivered and outstanding under this
    Indenture is unlimited.



 



    The Debt Securities may be issued in one or more series in fully
    registered form. There shall be established, without the
    approval of any Holders, in or pursuant to a resolution of the
    Board of Directors of each Issuer and set forth in an
    Officers’ Certificate, or established in one or more
    Indentures supplemental hereto, prior to the issuance of Debt
    Securities of any series any or all of the following:



 



    (a) the title of the Debt Securities of the series (which
    shall distinguish the Debt Securities of the series from all
    other Debt Securities);



 



    (b) any limit upon the aggregate principal amount of the
    Debt Securities of the series which may be authenticated and
    delivered under this Indenture (except for Debt Securities
    authenticated and delivered upon registration of transfer of, or
    in exchange for, or in lieu of, other Debt Securities of the
    series pursuant to this Article II);



 



    (c) the date or dates on which the principal of and
    premium, if any, on the Debt Securities of the series are
    payable;



 



    (d) the rate or rates (which may be fixed or variable) at
    which the Debt Securities of the series shall bear interest, if
    any, or the method of determining such rate or rates, the date
    or dates from which such interest shall accrue, the interest
    payment dates on which such interest shall be payable, or the
    method by which such date will be determined, the record dates
    for the determination of Holders thereof to whom such interest
    is payable; and the basis upon which interest will be calculated
    if other than that of a
    360-day year
    of twelve
    thirty-day
    months;



 



    (e) the place or places, if any, in addition to or instead
    of the corporate trust office of the Trustee, where the
    principal of, and premium, if any, and interest on, Debt
    Securities of the series shall be payable (“Place of
    Payment”);



 



    (f) the price or prices at which, the period or periods
    within which and the terms and conditions upon which Debt
    Securities of the series may be redeemed, in whole or in part,
    at the option of the Issuers or otherwise;



 



    (g) whether Debt Securities of the series are entitled to
    the benefits of any Guarantee of any Subsidiary Guarantors
    pursuant to this Indenture;



 



    (h) the obligation, if any, of the Issuers to redeem,
    purchase or repay Debt Securities of the series pursuant to any
    sinking fund or analogous provisions or at the option of a
    Holder thereof, and the price or prices at which and the period
    or periods within which and the terms and conditions upon which
    Debt Securities of the series shall be redeemed, purchased or
    repaid, in whole or in part, pursuant to such obligations;



 



    (i) the terms, if any, upon which the Debt Securities of
    the series may be convertible into or exchanged for capital
    stock (which may be represented by depositary shares), other
    Debt Securities or warrants for capital stock or Debt or other
    securities of any kind of either of the Issuers or any other
    obligor and the terms and conditions upon which such conversion
    or exchange shall be effected, including






    -7-








 







    the initial conversion or exchange price or rate, the conversion
    or exchange period and any other provision in addition to or in
    lieu of those described herein;



 



    (j) if other than denominations of $1,000 and any integral
    multiple thereof, the denominations in which Debt Securities of
    the series shall be issuable;



 



    (k) if the amount of principal of or any premium or
    interest on Debt Securities of the series may be determined with
    reference to an index or pursuant to a formula, the manner in
    which such amounts will be determined;



 



    (l) if the principal amount payable at the Stated Maturity
    of Debt Securities of the series will not be determinable as of
    any one or more dates prior to such Stated Maturity, the amount
    which will be deemed to be such principal amount as of any such
    date for any purpose, including the principal amount thereof
    which will be due and payable upon any maturity other than the
    Stated Maturity or which will be deemed to be Outstanding as of
    any such date (or, in any such case, the manner in which such
    deemed principal amount is to be determined);



 



    (m) any changes or additions to Article XI, including
    the addition of additional covenants that may be subject to the
    covenant defeasance option pursuant to Section 11.02(b);



 



    (n) if other than the principal amount thereof, the portion
    of the principal amount of Debt Securities of the series which
    shall be payable upon declaration of acceleration of the
    maturity thereof pursuant to Section 6.01 or provable in
    bankruptcy pursuant to Section 6.02;



 



    (o) the terms, if any, of the transfer, mortgage, pledge or
    assignment as security for the Debt Securities of the series of
    any properties, assets, moneys, proceeds, securities or other
    collateral, including whether certain provisions of the TIA are
    applicable and any corresponding changes to provisions of this
    Indenture as currently in effect;



 



    (p) any addition to or change in the Events of Default with
    respect to the Debt Securities of the series and any change in
    the right of the Trustee or the Holders to declare the principal
    of, and premium and interest on, such Debt Securities due and
    payable;



 



    (q) if the Debt Securities of the series shall be issued in
    whole or in part in the form of a Global Security or Securities,
    the terms and conditions, if any, upon which such Global
    Security or Securities may be exchanged in whole or in part for
    other individual Debt Securities in definitive registered form;
    and the Depositary for such Global Security or Securities and
    the form of any legend or legends to be borne by any such Global
    Security or Securities in addition to or in lieu of the legend
    referred to in Section 2.15(a);



 



    (r) any trustees, authenticating or paying agents, transfer
    agents or registrars;



 



    (s) the applicability of, and any addition to or change in
    the covenants and definitions currently set forth in this
    Indenture or in the terms currently set forth in Article X,
    including conditioning any merger, conveyance, transfer or lease
    permitted by Article X upon the satisfaction of any Debt
    coverage standard by the Issuers and Successor Company (as
    defined in Article X);



 



    (t) the subordination, if any, of the Debt Securities of
    the series pursuant to Article XII and any changes or
    additions to Article XII or designation of any Designated
    Senior Indebtedness;



 



    (u) with regard to Debt Securities of the series that do
    not bear interest, the dates for certain required reports to the
    Trustee; and



 



    (v) any other terms of the Debt Securities of the series
    (which terms shall not be prohibited by the provisions of this
    Indenture).



 



    All Debt Securities of any one series shall be substantially
    identical except as to denomination and except as may otherwise
    be provided in or pursuant to such resolution of the Board of
    Directors and as set forth in such Officers’ Certificate or
    in any such Indenture supplemental hereto.





    

    -8-








 







    Section 2.04  Execution
    of Debt Securities.  The Debt Securities shall
    be signed on behalf of each of the Issuers by at least one of
    its Officers. Such signatures upon the Debt Securities may be
    the manual or facsimile signatures of the present or any future
    such authorized officers and may be imprinted or otherwise
    reproduced on the Debt Securities.



 



    Only such Debt Securities as shall bear thereon a certificate of
    authentication substantially in the form hereinbefore recited,
    signed manually by the Trustee, shall be entitled to the
    benefits of this Indenture or be valid or obligatory for any
    purpose. Such certificate by the Trustee upon any Debt Security
    executed on behalf of each of the Issuers by at least one of its
    Officers shall be conclusive evidence that the Debt Security so
    authenticated has been duly authenticated and delivered
    hereunder.



 



    In case any Officer of either Issuer who shall have signed any
    of the Debt Securities shall cease to be such Officer before the
    Debt Securities so signed shall have been authenticated and
    delivered by the Trustee, or disposed of by the Issuers, such
    Debt Securities nevertheless may be authenticated and delivered
    or disposed of as though the Person who signed such Debt
    Securities had not ceased to be such Officer; and any Debt
    Security may be signed on behalf of either Issuer by such
    Persons as, at the actual date of the execution of such Debt
    Security, shall be the proper Officers of such Issuer, although
    at the date of such Debt Security or of the execution of this
    Indenture any such Person was not such Officer.



 



    Section 2.05  Authentication
    and Delivery of Debt Securities.  At any time
    and from time to time after the execution and delivery of this
    Indenture, the Issuers may deliver to the Trustee for
    authentication Debt Securities of any series executed by the
    Issuers, and the Trustee shall thereupon authenticate and
    deliver said Debt Securities to or upon an Issuer Order. In
    authenticating such Debt Securities, and accepting the
    additional responsibilities under this Indenture in relation to
    such Debt Securities, the Trustee shall be entitled to receive,
    and (subject to Section 7.01) shall be fully protected in
    relying upon:



 



    (a) a copy of any resolution or resolutions of the Board of
    Directors of each Issuer, certified by the Secretary or
    Assistant Secretary of each of the General Partner and Finance
    Corp., authorizing the terms of issuance of any series of Debt
    Securities;



 



    (b) an executed supplemental Indenture, if any;



 



    (c) an Officers’ Certificate; and



 



    (d) an Opinion of Counsel prepared in accordance with
    Section 13.05 which shall also state:



 



    (i) that the form of such Debt Securities has been
    established by or pursuant to a resolution of the Board of
    Directors of each Issuer or by a supplemental Indenture as
    permitted by Section 2.01 in conformity with the provisions
    of this Indenture;



 



    (ii) that the terms of such Debt Securities have been
    established by or pursuant to a resolution of the Board of
    Directors or by a supplemental Indenture as permitted by
    Section 2.03 in conformity with the provisions of this
    Indenture;



 



    (iii) that such Debt Securities, when authenticated and
    delivered by the Trustee and issued by the Issuers in the manner
    and subject to any conditions specified in such Opinion of
    Counsel, will constitute valid and legally binding obligations
    of the Issuers, enforceable in accordance with their terms
    except as the enforceability thereof may be limited by
    bankruptcy, insolvency or similar laws affecting the enforcement
    of creditors’ rights generally and rights of acceleration
    and the availability of equitable remedies may be limited by
    equitable principles of general applicability;



 



    (iv) that the Issuers have the power to issue such Debt
    Securities and has duly taken all necessary action with respect
    to such issuance;



 



    (v) that the issuance of such Debt Securities will not
    contravene the organizational documents of the Issuers or result
    in any material violation of any of the terms or provisions of
    any law or regulation or of any material indenture, mortgage or
    other agreement known to such counsel by which the Issuers are
    bound;





    

    -9-








 







    (vi) that authentication and delivery of such Debt
    Securities and the execution and delivery of any supplemental
    Indenture will not violate the terms of this Indenture; and



 



    (vii) such other matters as the Trustee may reasonably
    request.



 



    Such Opinion of Counsel need express no opinion as to whether a
    court in the United States would render a money judgment in a
    currency other than that of the United States.



 



    The Trustee shall have the right to decline to authenticate and
    deliver any Debt Securities under this Section 2.05 if the
    Trustee, being advised by counsel, determines that such action
    may not lawfully be taken or if the Trustee in good faith by its
    board of directors or trustees, executive committee or a trust
    committee of directors, trustees or Officers (or any combination
    thereof) shall determine that such action would expose the
    Trustee to personal liability to existing Holders.



 



    The Trustee may appoint an authenticating agent reasonably
    acceptable to the Issuers to authenticate Debt Securities of any
    series. Unless limited by the terms of such appointment, an
    authenticating agent may authenticate Debt Securities whenever
    the Trustee may do so. Each reference in this Indenture to
    authentication by the Trustee includes authentication by such
    agent. An authenticating agent has the same rights as any
    Registrar, paying agent or agent for service of notices and
    demands.



 



    Unless otherwise provided in the form of Debt Security for any
    series, each Debt Security shall be dated the date of its
    authentication.



 



    Section 2.06  Denomination
    of Debt Securities.  Unless otherwise provided
    in the form of Debt Security for any series, the Debt Securities
    of each series shall be issuable only as fully registered Debt
    Securities in such Dollar denominations as shall be specified or
    contemplated by Section 2.03. In the absence of any such
    specification with respect to the Debt Securities of any series,
    the Debt Securities of such series shall be issuable in
    denominations of $1,000 and any integral multiple thereof.



 



    Section 2.07  Registration
    of Transfer and Exchange.



 



    (a) The Issuers shall keep or cause to be kept a register
    for each series of Debt Securities issued hereunder (hereinafter
    collectively referred to as the “Debt Security
    Register”), in which, subject to such reasonable
    regulations as it may prescribe, the Issuers shall provide for
    the registration of all Debt Securities and the transfer of Debt
    Securities as in this Article II provided. At all
    reasonable times the Debt Security Register shall be open for
    inspection by the Trustee. Subject to Section 2.15, upon
    due presentment for registration of transfer of any Debt
    Security at any office or agency to be maintained by the Issuers
    in accordance with the provisions of Section 4.02, the
    Issuers shall execute and the Trustee shall authenticate and
    deliver in the name of the transferee or transferees a new Debt
    Security or Debt Securities of authorized denominations for a
    like aggregate principal amount. In no event may Debt Securities
    be issued as, or exchanged for, bearer securities.



 



    Unless and until otherwise determined by the Issuers by
    resolutions of each Issuer’s Board of Directors, the Debt
    Security Register shall be kept at the principal corporate trust
    office of the Trustee and, for this purpose, the Trustee shall
    be designated “Registrar.”



 



    Debt Securities of any series (other than a Global Security,
    except as set forth below) may be exchanged for a like aggregate
    principal amount of Debt Securities of the same series of other
    authorized denominations. Subject to Section 2.15, Debt
    Securities to be exchanged shall be surrendered at the office or
    agency to be maintained by the Issuers as provided in
    Section 4.02, and the Issuers shall execute and the Trustee
    shall authenticate and deliver in exchange therefor the Debt
    Security or Debt Securities which the Holder making the exchange
    shall be entitled to receive.



 



    (b) All Debt Securities presented or surrendered for
    registration of transfer, exchange or payment shall (if so
    required by the Issuers, the Trustee or the Registrar) be duly
    endorsed or be accompanied by a written instrument or
    instruments of transfer, in form satisfactory to the Issuers,
    the Trustee and the Registrar, duly executed by the Holder or
    his attorney duly authorized in writing.





    

    -10-








 







    All Debt Securities issued in exchange for or upon transfer of
    Debt Securities shall be the valid obligations of the Issuers,
    evidencing the same debt, and entitled to the same benefits
    under this Indenture as the Debt Securities surrendered for such
    exchange or transfer.



 



    No service charge shall be made for any exchange or registration
    of transfer of Debt Securities (except as provided by
    Section 2.09), but the Issuers may require payment of a sum
    sufficient to cover any tax, fee, assessment or other
    governmental charge that may be imposed in relation thereto,
    other than those expressly provided in this Indenture to be made
    at the Issuers’ own expense or without expense or without
    charge to the Holders.



 



    The Issuers shall not be required (i) to issue, register
    the transfer of or exchange any Debt Securities for a period of
    15 days next preceding any mailing of notice of redemption
    of Debt Securities of such series or (ii) to register the
    transfer of or exchange any Debt Securities selected, called or
    being called for redemption.



 



    Prior to the due presentation for registration of transfer of
    any Debt Security, the Issuers, the Subsidiary Guarantors, the
    Trustee, any paying agent or any Registrar may deem and treat
    the Person in whose name a Debt Security is registered as the
    absolute owner of such Debt Security for the purpose of
    receiving payment of or on account of the principal of, and
    premium, if any, and (subject to Section 2.12) interest on,
    such Debt Security and for all other purposes whatsoever,
    whether or not such Debt Security is overdue, and none of the
    Issuers, the Subsidiary Guarantors, the Trustee, any paying
    agent or any Registrar shall be affected by notice to the
    contrary.



 



    None of the Issuers, the Subsidiary Guarantors, the Trustee, any
    agent of the Trustee, any paying agent or any Registrar will
    have any responsibility or liability for any aspect of the
    records relating to, or payments made on account of, beneficial
    ownership interests of a Global Security or for maintaining,
    supervising or reviewing any records relating to such beneficial
    ownership interests.



 



    Section 2.08  Temporary
    Debt Securities.  Pending the preparation of
    definitive Debt Securities of any series, the Issuers may
    execute and the Trustee shall authenticate and deliver temporary
    Debt Securities (printed, lithographed, photocopied, typewritten
    or otherwise produced) of any authorized denomination, and
    substantially in the form of the definitive Debt Securities in
    lieu of which they are issued, in registered form with such
    omissions, insertions and variations as may be appropriate for
    temporary Debt Securities, all as may be determined by the
    Issuers with the concurrence of the Trustee. Temporary Debt
    Securities may contain such reference to any provisions of this
    Indenture as may be appropriate. Every temporary Debt Security
    shall be executed by the Issuers and be authenticated by the
    Trustee upon the same conditions and in substantially the same
    manner, and with like effect, as the definitive Debt Securities.



 



    If temporary Debt Securities of any series are issued, the
    Issuers will cause definitive Debt Securities of such series to
    be prepared without unreasonable delay. After the preparation of
    definitive Debt Securities of such series, the temporary Debt
    Securities of such series shall be exchangeable for definitive
    Debt Securities of such series upon surrender of the temporary
    Debt Securities of such series at the office or agency of the
    Issuers at a Place of Payment for such series, without charge to
    the Holder thereof, except as provided in Section 2.07 in
    connection with a transfer. Upon surrender for cancellation of
    any one or more temporary Debt Securities of any series, the
    Issuers shall execute and the Trustee shall authenticate and
    deliver in exchange therefor a like principal amount of
    definitive Debt Securities of the same series of authorized
    denominations and of like tenor. Until so exchanged, temporary
    Debt Securities of any series shall in all respects be entitled
    to the same benefits under this Indenture as definitive Debt
    Securities of such series.



 



    Upon any exchange of a portion of a temporary Global Security
    for a definitive Global Security or for the individual Debt
    Securities represented thereby pursuant to Section 2.07 or
    this Section 2.08, the temporary Global Security shall be
    endorsed by the Trustee to reflect the reduction of the
    principal amount evidenced thereby, whereupon the principal
    amount of such temporary Global Security shall be reduced for
    all purposes by the amount to be exchanged and endorsed.



 



    Section 2.09  Mutilated,
    Destroyed, Lost or Stolen Debt Securities.  If
    (a) any mutilated Debt Security is surrendered to the
    Trustee at its corporate trust office or (b) the Issuers
    and the Trustee receive evidence to their satisfaction of the
    destruction, loss or theft of any Debt Security, and there is
    delivered to the Issuers and






    

    -11-








 







    the Trustee such security or indemnity as may be required by
    them to save each of them and any paying agent harmless, and
    neither the Issuers nor the Trustee receives notice that such
    Debt Security has been acquired by a protected purchaser, then
    the Issuers shall execute and, upon an Issuer Order, the Trustee
    shall authenticate and deliver, in exchange for or in lieu of
    any such mutilated, destroyed, lost or stolen Debt Security, a
    new Debt Security of the same series of like tenor, form, terms
    and principal amount, bearing a number not contemporaneously
    Outstanding. Upon the issuance of any substituted Debt Security,
    the Issuers or the Trustee may require the payment of a sum
    sufficient to cover any tax, fee, assessment or other
    governmental charge that may be imposed in relation thereto and
    any other expenses connected therewith. In case any Debt
    Security which has matured or is about to mature or which has
    been called for redemption shall become mutilated or be
    destroyed, lost or stolen, the Issuers may, instead of issuing a
    substituted Debt Security, pay or authorize the payment of the
    same (without surrender thereof except in the case of a
    mutilated Debt Security) if the applicant for such payment shall
    furnish the Issuers and the Trustee with such security or
    indemnity as either may require to save it harmless from all
    risk, however remote, and, in case of destruction, loss or
    theft, evidence to the satisfaction of the Issuers and the
    Trustee of the destruction, loss or theft of such Debt Security
    and of the ownership thereof.



 



    Every substituted Debt Security of any series issued pursuant to
    the provisions of this Section 2.09 by virtue of the fact
    that any Debt Security is destroyed, lost or stolen shall
    constitute an original additional contractual obligation of the
    Issuers, whether or not the destroyed, lost or stolen Debt
    Security shall be found at any time, and shall be entitled to
    all the benefits of this Indenture equally and proportionately
    with any and all other Debt Securities of that series duly
    issued hereunder. All Debt Securities shall be held and owned
    upon the express condition that the foregoing provisions are
    exclusive with respect to the replacement or payment of
    mutilated, destroyed, lost or stolen Debt Securities, and shall
    preclude any and all other rights or remedies, notwithstanding
    any law or statute existing or hereafter enacted to the contrary
    with respect to the replacement or payment of negotiable
    instruments or other securities without their surrender.



 



    Section 2.10  Cancellation
    of Surrendered Debt Securities.  All Debt
    Securities surrendered for payment, redemption, registration of
    transfer or exchange shall, if surrendered to an Issuer or any
    paying agent or a Registrar, be delivered to the Trustee for
    cancellation by it, or if surrendered to the Trustee, shall be
    canceled by it, and no Debt Securities shall be issued in lieu
    thereof except as expressly permitted by any of the provisions
    of this Indenture. All canceled Debt Securities held by the
    Trustee shall be destroyed (subject to the record retention
    requirements of the Exchange Act) and certification of their
    destruction delivered to the Issuers, unless otherwise directed.
    On request of the Issuers, the Trustee shall deliver to the
    Issuers canceled Debt Securities held by the Trustee. If either
    of the Issuers shall acquire any of the Debt Securities,
    however, such acquisition shall not operate as a redemption or
    satisfaction of the Debt represented thereby unless and until
    the same are delivered or surrendered to the Trustee for
    cancellation. The Issuers may not issue new Debt Securities to
    replace Debt Securities it has redeemed, paid or delivered to
    the Trustee for cancellation.



 



    Section 2.11  Provisions
    of the Indenture and Debt Securities for the Sole Benefit of the
    Parties and the Holders.  Nothing in this
    Indenture or in the Debt Securities, expressed or implied, shall
    give or be construed to give to any Person, other than the
    parties hereto, the holders of any Senior Indebtedness, the
    Holders or any Registrar or paying agent, any legal or equitable
    right, remedy or claim under or in respect of this Indenture, or
    under any covenant, condition or provision herein contained; all
    its covenants, conditions and provisions being for the sole
    benefit of the parties hereto, the Holders and any Registrar and
    paying agents.



 



    Section 2.12  Payment
    of Interest; Interest Rights Preserved.



 



    (a) Interest on any Debt Security that is payable and is
    punctually paid or duly provided for on any interest payment
    date shall be paid to the Person in whose name such Debt
    Security is registered at the close of business on the regular
    record date for such interest notwithstanding the cancellation
    of such Debt Security upon any transfer or exchange subsequent
    to the regular record date. Payment of interest on Debt
    Securities shall be made at the corporate trust office of the
    Trustee (except as otherwise specified pursuant to
    Section 2.03), or at the option of the Issuers, by check
    mailed to the address of the Person entitled thereto as such
    address shall appear in the Debt Security Register or, if
    provided pursuant to Section 2.03 and in






    

    -12-








 







    accordance with arrangements satisfactory to the Trustee, at the
    option of the Holder by wire transfer to an account designated
    by the Holder.



 



    (b) Subject to the foregoing provisions of this
    Section 2.12 and Section 2.17, each Debt Security of a
    particular series delivered under this Indenture upon
    registration of transfer of or in exchange for or in lieu of any
    other Debt Security of the same series shall carry the rights to
    interest accrued and unpaid, and to accrue, which were carried
    by such other Debt Security.



 



    Section 2.13  Securities
    Denominated in Dollars.  Except as otherwise
    specified pursuant to Section 2.03 for Debt Securities of
    any series, payment of the principal of, and premium, if any,
    and interest on, Debt Securities of such series will be made in
    Dollars.



 



    Section 2.14  Wire
    Transfers.  Notwithstanding any other
    provision to the contrary in this Indenture, the Issuers may
    make any payment of moneys required to be deposited with the
    Trustee on account of principal of, or premium, if any, or
    interest on, the Debt Securities (whether pursuant to optional
    or mandatory redemption payments, interest payments or
    otherwise) by wire transfer in immediately available funds to an
    account designated by the Trustee before 11:00 a.m., New
    York City time, on the date such moneys are to be paid to the
    Holders of the Debt Securities in accordance with the terms
    hereof.



 



    Section 2.15  Securities
    Issuable in the Form of a Global Security.



 



    (a) If the Issuers shall establish pursuant to
    Sections 2.01 and 2.03 that the Debt Securities of a
    particular series are to be issued in whole or in part in the
    form of one or more Global Securities, then the Issuers shall
    execute and the Trustee or its agent shall, in accordance with
    Section 2.05, authenticate and deliver, such Global
    Security or Securities, which shall represent, and shall be
    denominated in an amount equal to the aggregate principal amount
    of, the Outstanding Debt Securities of such series to be
    represented by such Global Security or Securities, or such
    portion thereof as the Issuers shall specify in an
    Officers’ Certificate, shall be registered in the name of
    the Depositary for such Global Security or Securities or its
    nominee, shall be delivered by the Trustee or its agent to the
    Depositary or pursuant to the Depositary’s instruction and
    shall bear a legend substantially to the following effect:



 



    “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
    REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
    CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
    ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
    PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
    CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
    AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
    CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
    AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
    OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
    WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
    CEDE & CO., HAS AN INTEREST HEREIN.



 



    TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
    IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
    THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
    PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
    MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
    INDENTURE REFERRED TO HEREIN.”



 



    or such other legend as may then be required by the Depositary
    for such Global Security or Securities.



 



    (b) Notwithstanding any other provision of this
    Section 2.15 or of Section 2.07 to the contrary, and
    subject to the provisions of paragraph (c) below, unless
    the terms of a Global Security expressly permit such Global
    Security to be exchanged in whole or in part for definitive Debt
    Securities in registered form, a Global Security may be
    transferred, in whole but not in part and in the manner provided
    in Section 2.07, only by the Depositary to a nominee of the
    Depositary for such Global Security, or by a nominee of the
    Depositary to the Depositary or another nominee of the
    Depositary, or by the Depositary or a nominee of the Depositary
    to a






    

    -13-








 







    successor Depositary for such Global Security selected or
    approved by the Issuers, or to a nominee of such successor
    Depositary.



 



    (c) (i) If at any time the Depositary for a Global
    Security or Securities notifies the Issuers that it is unwilling
    or unable to continue as Depositary for such Global Security or
    Securities or if at any time the Depositary for the Debt
    Securities for such series shall no longer be eligible or in
    good standing under the Exchange Act or other applicable
    statute, rule or regulation, the Issuers shall appoint a
    successor Depositary with respect to such Global Security or
    Securities. If a successor Depositary for such Global Security
    or Securities is not appointed by the Issuers within
    90 days after the Issuers receive such notice or becomes
    aware of such ineligibility, the Issuers shall execute, and the
    Trustee or its agent, upon receipt of an Issuer Order for the
    authentication and delivery of such individual Debt Securities
    of such series in exchange for such Global Security or
    Securities, will authenticate and deliver, individual Debt
    Securities of such series of like tenor and terms in definitive
    form in an aggregate principal amount equal to the principal
    amount of the Global Security or Securities in exchange for such
    Global Security or Securities.



 



    (ii) If an Event of Default occurs and the Depositary for a
    Global Security or Securities notifies the Trustee of its
    decision to require that the Debt Securities of any series or
    portion thereof issued or issuable in the form of one or more
    Global Securities shall no longer be represented by such Global
    Security or Securities, the Issuers shall appoint a successor
    Depositary with respect to such Global Security or Securities.
    In such event the Issuers will execute, and the Trustee, upon
    receipt of an Issuer Order for the authentication and delivery
    of individual Debt Securities of such series in exchange in
    whole or in part for such Global Security or Securities, will
    authenticate and deliver individual Debt Securities of such
    series of like tenor and terms in definitive form in an
    aggregate principal amount equal to the principal amount of such
    series or portion thereof in exchange for such Global Security
    or Securities.



 



    (iii) If specified by the Issuers pursuant to
    Sections 2.01 and 2.03 with respect to Debt Securities
    issued or issuable in the form of a Global Security, the
    Depositary for such Global Security may surrender such Global
    Security in exchange in whole or in part for individual Debt
    Securities of such series of like tenor and terms in definitive
    form on such terms as are acceptable to the Issuers, the Trustee
    and such Depositary. Thereupon the Issuers shall execute, and
    the Trustee or its agent upon receipt of an Issuer Order for the
    authentication and delivery of definitive Debt Securities of
    such series shall authenticate and deliver, without service
    charge, to each Person specified by such Depositary a new Debt
    Security or Securities of the same series of like tenor and
    terms and of any authorized denomination as requested by such
    Person in aggregate principal amount equal to and in exchange
    for such Person’s beneficial interest in the Global
    Security; and to such Depositary a new Global Security of like
    tenor and terms and in an authorized denomination equal to the
    difference, if any, between the principal amount of the
    surrendered Global Security and the aggregate principal amount
    of Debt Securities delivered to Holders thereof.



 



    (iv) In any exchange provided for in any of the preceding
    three paragraphs, the Issuers will execute and the Trustee or
    its agent will authenticate and deliver individual Debt
    Securities. Upon the exchange of the entire principal amount of
    a Global Security for individual Debt Securities, such Global
    Security shall be canceled by the Trustee or its agent. Except
    as provided in the preceding paragraph, Debt Securities issued
    in exchange for a Global Security pursuant to this
    Section 2.15 shall be registered in such names and in such
    authorized denominations as the Depositary for such Global
    Security, pursuant to instructions from its direct or indirect
    participants or otherwise, shall instruct the Trustee or the
    Registrar. The Trustee or the Registrar shall deliver such Debt
    Securities to the Persons in whose names such Debt Securities
    are so registered.



 



    (v) Payments in respect of the principal of and interest on
    any Debt Securities registered in the name of the Depositary or
    its nominee will be payable to the Depositary or such nominee in
    its capacity as the registered owner of such Global Security.
    The Issuers, any Subsidiary Guarantors and the Trustee may treat
    the Person in whose name the Debt Securities, including the
    Global Security, are registered as the owner thereof for the
    purpose of receiving such payments and for any and all other
    purposes whatsoever. None of the Issuers, any Subsidiary
    Guarantors, the Trustee, any Registrar, the paying agent or any
    agent






    

    -14-








 







    of the Issuers, any Subsidiary Guarantors or the Trustee will
    have any responsibility or liability for any aspect of the
    records relating to or payments made on account of the
    beneficial ownership interests of the Global Security by the
    Depositary or its nominee or any of the Depositary’s direct
    or indirect participants, or for maintaining, supervising or
    reviewing any records of the Depositary, its nominee or any of
    its direct or indirect participants relating to the beneficial
    ownership interests of the Global Security, the payments to the
    beneficial owners of the Global Security of amounts paid to the
    Depositary or its nominee, or any other matter relating to the
    actions and practices of the Depositary, its nominee or any of
    its direct or indirect participants. None of the Issuers, any
    Subsidiary Guarantors, the Trustee or any such agent will be
    liable for any delay by the Depositary, its nominee, or any of
    its direct or indirect participants in identifying the
    beneficial owners of the Debt Securities, and the Issuers, any
    Subsidiary Guarantors and the Trustee may conclusively rely on,
    and will be protected in relying on, instructions from the
    Depositary or its nominee for all purposes (including with
    respect to the registration and delivery, and the respective
    principal amounts, of the Debt Securities to be issued).



 



    Section 2.16  Medium
    Term Securities.  Notwithstanding any contrary
    provision herein, if all Debt Securities of a series are not to
    be originally issued at one time, it shall not be necessary for
    each of the Issuers to deliver to the Trustee an Officers’
    Certificate, resolutions of each such Issuer’s Board of
    Directors, supplemental Indenture, Opinion of Counsel or written
    order or any other document otherwise required pursuant to
    Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time
    of authentication of each Debt Security of such series if such
    documents are delivered to the Trustee or its agent at or prior
    to the authentication upon original issuance of the first such
    Debt Security of such series to be issued; provided, that any
    subsequent request by the Issuers to the Trustee to authenticate
    Debt Securities of such series upon original issuance shall
    constitute a representation and warranty by the Issuers that, as
    of the date of such request, the statements made in the
    Officers’ Certificate delivered pursuant to
    Section 2.05 or 13.05 shall be true and correct as if made
    on such date and that the Opinion of Counsel delivered at or
    prior to such time of authentication of an original issuance of
    Debt Securities shall specifically state that it shall relate to
    all subsequent issuances of Debt Securities of such series that
    are identical to the Debt Securities issued in the first
    issuance of Debt Securities of such series.



 



    An Issuer Order delivered by the Issuers to the Trustee in the
    circumstances set forth in the preceding paragraph, may provide
    that Debt Securities which are the subject thereof will be
    authenticated and delivered by the Trustee or its agent on
    original issue from time to time upon the telephonic or written
    order of Persons designated in such written order (any such
    telephonic instructions to be promptly confirmed in writing by
    such Person) and that such Persons are authorized to determine,
    consistent with the Officers’ Certificate, supplemental
    Indenture or resolution of the Board of Directors relating to
    such written order, such terms and conditions of such Debt
    Securities as are specified in such Officers’ Certificate,
    supplemental Indenture or such resolution.



 



    Section 2.17  Defaulted
    Interest.  Any interest on any Debt Security
    of a particular series which is payable, but is not punctually
    paid or duly provided for, on the dates and in the manner
    provided in the Debt Securities of such series and in this
    Indenture (herein called “Defaulted Interest”) shall
    forthwith cease to be payable to the Holder thereof on the
    relevant record date by virtue of having been such Holder, and
    such Defaulted Interest may be paid by the Issuers, at their
    election in each case, as provided in clause (i) or
    (ii) below:



 



    (i) The Issuers may elect to make payment of any Defaulted
    Interest to the Persons in whose names the Debt Securities of
    such series are registered at the close of business on a special
    record date for the payment of such Defaulted Interest, which
    shall be fixed in the following manner. The Issuers shall notify
    the Trustee in writing of the amount of Defaulted Interest
    proposed to be paid on each such Debt Security of such series
    and the date of the proposed payment, and at the same time the
    Issuers shall deposit with the Trustee an amount of money equal
    to the aggregate amount proposed to be paid in respect of such
    Defaulted Interest or shall make arrangements satisfactory to
    the Trustee for such deposit prior to the date of the proposed
    payment, such money when deposited to be held in trust for the
    benefit of the Persons entitled to such Defaulted Interest as in
    this clause provided. Thereupon the Trustee shall fix a special
    record date for the payment of such Defaulted Interest which
    shall be not more than 15 days and not less






    

    -15-








 







    than 10 days prior to the date of the proposed payment and
    not less than 10 days after the receipt by the Trustee of
    the notice of the proposed payment. The Trustee shall promptly
    notify the Issuers of such special record date and, in the name
    and at the expense of the Issuers, shall cause notice of the
    proposed payment of such Defaulted Interest and the special
    record date therefor to be mailed, first class postage pre-paid,
    to each Holder thereof at its address as it appears in the Debt
    Security Register, not less than 10 days prior to such
    special record date. Notice of the proposed payment of such
    Defaulted Interest and the special record date therefor having
    been so mailed, such Defaulted Interest shall be paid to the
    Persons in whose names the Debt Securities of such series are
    registered at the close of business on such special record date.



 



    (ii) The Issuers may make payment of any Defaulted Interest
    on the Debt Securities of such series in any other lawful manner
    not inconsistent with the requirements of any securities
    exchange on which the Debt Securities of such series may be
    listed, and upon such notice as may be required by such
    exchange, if, after notice given by the Issuers to the Trustee
    of the proposed payment pursuant to this clause, such manner of
    payment shall be deemed practicable by the Trustee.



 



    Section 2.18  CUSIP
    Numbers.  The Issuers in issuing the Debt
    Securities may use “CUSIP” numbers (if then generally
    in use), and, if so, the Trustee shall use “CUSIP”
    numbers in notices of redemption as a convenience to Holders;
    provided that any such notice may state that no representation
    is made as to the accuracy of such numbers either as printed on
    the Debt Securities or as contained in any notice of a
    redemption and that reliance may be placed only on the other
    identification numbers printed on the Debt Securities, and any
    such redemption shall not be affected by any defect in or
    omission of such numbers. The Issuers will promptly notify the
    Trustee in writing of any change in the “CUSIP”
    numbers.



 




    ARTICLE III

    



 




    REDEMPTION OF
    DEBT SECURITIES
    



 



    Section 3.01  Applicability
    of Article.  The provisions of this Article
    shall be applicable to the Debt Securities of any series which
    are redeemable before their Stated Maturity except as otherwise
    specified as contemplated by Section 2.03 for Debt
    Securities of such series.



 



    Section 3.02  Notice
    of Redemption; Selection of Debt
    Securities.  In case the Issuers shall desire
    to exercise the right to redeem all or, as the case may be, any
    part of the Debt Securities of any series in accordance with
    their terms, by resolution of the Board of Directors of each
    Issuer or a supplemental Indenture, the Issuers shall fix a date
    for redemption and shall give notice of such redemption at least
    30 and not more than 60 days prior to the date fixed for
    redemption to the Holders of Debt Securities of such series so
    to be redeemed as a whole or in part, in the manner provided in
    Section 13.03. The notice if given in the manner herein
    provided shall be conclusively presumed to have been duly given,
    whether or not the Holder receives such notice. In any case,
    failure to give such notice or any defect in the notice to the
    Holder of any Debt Security of a series designated for
    redemption as a whole or in part shall not affect the validity
    of the proceedings for the redemption of any other Debt Security
    of such series.



 



    Each such notice of redemption shall specify (i) the date
    fixed for redemption, (ii) the redemption price at which
    Debt Securities of such series are to be redeemed (or the method
    of calculating such redemption price), (iii) the Place or
    Places of Payment that payment will be made upon presentation
    and surrender of such Debt Securities, (iv) that any
    interest accrued to the date fixed for redemption will be paid
    as specified in said notice, (v) that the redemption is for
    a sinking fund payment (if applicable), (vi) that, unless
    otherwise specified in such notice, if the Issuers default in
    making such redemption payment or if the Debt Securities of that
    series are subordinated pursuant to the terms of
    Article XII, the paying agent is prohibited from making
    such payment pursuant to the terms of this Indenture,
    (vii) that on and after said date any interest thereon or
    on the portions thereof to be redeemed will cease to accrue,
    (viii) that in the case of Original Issue Discount
    Securities original issue discount accrued after the date fixed
    for redemption will cease to accrue, (ix) the terms of the
    Debt Securities of that series pursuant to which the Debt
    Securities of that series are being redeemed and (x) that
    no representation is made as to the correctness or accuracy of
    the CUSIP number, if






    

    -16-








 







    any, listed in such notice or printed on the Debt Securities of
    that series. If less than all the Debt Securities of a series
    are to be redeemed the notice of redemption shall specify the
    certificate numbers of any Debt Securities of that series to be
    redeemed that are not in global form. In case any Debt Security
    of a series is to be redeemed in part only, the notice of
    redemption shall state the portion of the principal amount
    thereof to be redeemed and shall state that on and after the
    date fixed for redemption, upon surrender of such Debt Security,
    a new Debt Security or Debt Securities of that series in
    principal amount equal to the unredeemed portion thereof, will
    be issued.



 



    At least five days before the giving of any notice of
    redemption, unless the Trustee consents to a shorter period, the
    Issuers shall give written notice to the Trustee of the
    Redemption Date, the principal amount of Debt Securities to
    be redeemed and the series and terms of the Debt Securities
    pursuant to which such redemption will occur. Such notice shall
    be accompanied by an Officers’ Certificate and an Opinion
    of Counsel from the Issuers to the effect that such redemption
    will comply with the conditions herein, and such notice may be
    revoked at any time prior to the giving of a notice of
    redemption to the Holders pursuant to this Section 3.02. If
    fewer than all the Debt Securities of a series are to be
    redeemed, the record date relating to such redemption shall be
    selected by the Issuers and given in writing to the Trustee,
    which record date shall be not less than three days after the
    date of notice to the Trustee.



 



    By 11 a.m., New York City time, on the Redemption Date
    for any Debt Securities, the Issuers shall deposit with the
    Trustee or with a paying agent (or, if an Issuer is acting as
    its own paying agent, segregate and hold in trust) an amount of
    money in Dollars (except as provided pursuant to
    Section 2.03) sufficient to pay the redemption price of
    such Debt Securities or any portions thereof that are to be
    redeemed on that date, together with any interest accrued to the
    Redemption Date.



 



    If less than all the Debt Securities of like tenor and terms of
    a series are to be redeemed (other than pursuant to mandatory
    sinking fund redemptions), the Trustee shall select, on a pro
    rata basis, by lot or by such other method as in its sole
    discretion it shall deem appropriate and fair, the Debt
    Securities of that series or portions thereof (in multiples of
    $1,000) to be redeemed. In any case where more than one Debt
    Security of such series is registered in the same name, the
    Trustee in its discretion may treat the aggregate principal
    amount so registered as if it were represented by one Debt
    Security of such series. The Trustee shall promptly notify the
    Issuers in writing of the Debt Securities selected for
    redemption and, in the case of any Debt Securities selected for
    partial redemption, the principal amount thereof to be redeemed.
    If any Debt Security called for redemption shall not be so paid
    upon surrender thereof on such Redemption Date, the
    principal, premium, if any, and interest shall bear interest
    until paid from the Redemption Date at the rate borne by
    the Debt Securities of that series. If less than all the Debt
    Securities of unlike tenor and terms of a series are to be
    redeemed, the particular Debt Securities to be redeemed shall be
    selected by the Issuers. Provisions of this Indenture that apply
    to Debt Securities called for redemption also apply to portions
    of Debt Securities called for redemption.



 



    Section 3.03  Payment
    of Debt Securities Called for Redemption.  If
    notice of redemption has been given as provided in
    Section 3.02, the Debt Securities or portions of Debt
    Securities of the series with respect to which such notice has
    been given shall become due and payable on the date and at the
    Place or Places of Payment stated in such notice at the
    applicable redemption price, together with any interest accrued
    to the date fixed for redemption, and on and after said date
    (unless the Issuers shall default in the payment of such Debt
    Securities at the applicable redemption price, together with any
    interest accrued to said date) any interest on the Debt
    Securities or portions of Debt Securities of any series so
    called for redemption shall cease to accrue, and any original
    issue discount in the case of Original Issue Discount Securities
    shall cease to accrue. On presentation and surrender of such
    Debt Securities at the Place or Places of Payment in said notice
    specified, the said Debt Securities or the specified portions
    thereof shall be paid and redeemed by the Issuers at the
    applicable redemption price, together with any interest accrued
    thereon to the date fixed for redemption.



 



    Any Debt Security that is to be redeemed only in part shall be
    surrendered at the Place of Payment with, if the Issuers, the
    Registrar or the Trustee so requires, due endorsement by, or a
    written instrument of transfer in form satisfactory to the
    Issuers, the Registrar and the Trustee duly executed by, the
    Holder thereof or his attorney duly authorized in writing, and
    the Issuers shall execute, and the Trustee shall authenticate
    and deliver






    

    -17-








 







    to the Holder of such Debt Security without service charge, a
    new Debt Security or Debt Securities of the same series, of like
    tenor and form, of any authorized denomination as requested by
    such Holder in aggregate principal amount equal to and in
    exchange for the unredeemed portion of the principal of the Debt
    Security so surrendered; except that if a Global Security is so
    surrendered, the Issuers shall execute, and the Trustee shall
    authenticate and deliver to the Depositary for such Global
    Security, without service charge, a new Global Security in a
    denomination equal to and in exchange for the unredeemed portion
    of the principal of the Global Security so surrendered. In the
    case of a Debt Security providing appropriate space for such
    notation, at the option of the Holder thereof, the Trustee, in
    lieu of delivering a new Debt Security or Debt Securities as
    aforesaid, may make a notation on such Debt Security of the
    payment of the redeemed portion thereof.



 



    Section 3.04  Mandatory
    and Optional Sinking Funds.  The minimum
    amount of any sinking fund payment provided for by the terms of
    Debt Securities of any series, resolution of the Board of
    Directors or a supplemental Indenture is herein referred to as a
    “mandatory sinking fund payment,” and any payment in
    excess of such minimum amount provided for by the terms of Debt
    Securities of any series, resolution of the Board of Directors
    or a supplemental Indenture is herein referred to as an
    “optional sinking fund payment.”



 



    In lieu of making all or any part of any mandatory sinking fund
    payment with respect to any Debt Securities of a series in cash,
    the Issuers may at their option (a) deliver to the Trustee
    Debt Securities of that series theretofore purchased or
    otherwise acquired by the Issuers or (b) receive credit for
    the principal amount of Debt Securities of that series which
    have been redeemed either at the election of the Issuers
    pursuant to the terms of such Debt Securities or through the
    application of permitted optional sinking fund payments pursuant
    to the terms of such Debt Securities, resolution or supplemental
    Indenture; provided, that such Debt Securities have not been
    previously so credited. Such Debt Securities shall be received
    and credited for such purpose by the Trustee at the redemption
    price specified in such Debt Securities, resolution or
    supplemental Indenture for redemption through operation of the
    sinking fund and the amount of such mandatory sinking fund
    payment shall be reduced accordingly.



 



    Section 3.05  Redemption
    of Debt Securities for Sinking Fund.  Not less
    than 60 days prior to each sinking fund payment date for
    any series of Debt Securities, the Issuers will deliver to the
    Trustee an Officers’ Certificate specifying the amount of
    the next ensuing sinking fund payment for that series pursuant
    to the terms of that series, any resolution or supplemental
    Indenture, the portion thereof, if any, which is to be satisfied
    by payment of cash and the portion thereof, if any, which is to
    be satisfied by delivering and crediting Debt Securities of that
    series pursuant to this Section 3.05 (which Debt
    Securities, if not previously redeemed, will accompany such
    certificate) and whether the Issuers intend to exercise its
    right to make any permitted optional sinking fund payment with
    respect to such series. Such certificate shall also state that
    no Event of Default has occurred and is continuing with respect
    to such series. Such certificate shall be irrevocable and upon
    its delivery the Issuers shall be obligated to make the cash
    payment or payments therein referred to, if any, by
    11 a.m., New York City time, on the next succeeding sinking
    fund payment date. Failure of the Issuers to deliver such
    certificate (or to deliver the Debt Securities specified in this
    paragraph) shall not constitute a Default, but such failure
    shall require that the sinking fund payment due on the next
    succeeding sinking fund payment date for that series shall be
    paid entirely in cash and shall be sufficient to redeem the
    principal amount of such Debt Securities subject to a mandatory
    sinking fund payment without the option to deliver or credit
    Debt Securities as provided in this Section 3.05 and
    without the right to make any optional sinking fund payment, if
    any, with respect to such series.



 



    Any sinking fund payment or payments (mandatory or optional)
    made in cash plus any unused balance of any preceding sinking
    fund payments made in cash which shall equal or exceed $100,000
    (or a lesser sum if the Issuers shall so request) with respect
    to the Debt Securities of any particular series shall be applied
    by the Trustee on the sinking fund payment date on which such
    payment is made (or, if such payment is made before a sinking
    fund payment date, on the sinking fund payment date following
    the date of such payment) to the redemption of such Debt
    Securities at the redemption price specified in such Debt
    Securities, resolution or supplemental Indenture for operation
    of the sinking fund together with any accrued interest to the
    date fixed for redemption. Any sinking fund moneys not so
    applied or allocated by the Trustee to the redemption of Debt
    Securities shall be added to the next cash sinking fund payment
    received by the Trustee for such series and, together with such
    payment, shall be applied in accordance with the provisions of
    this Section 3.05. Any and






    

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    all sinking fund moneys with respect to the Debt Securities of
    any particular series held by the Trustee on the last sinking
    fund payment date with respect to Debt Securities of such series
    and not held for the payment or redemption of particular Debt
    Securities shall be applied by the Trustee, together with other
    moneys, if necessary, to be deposited sufficient for the
    purpose, to the payment of the principal of the Debt Securities
    of that series at its Stated Maturity.



 



    The Trustee shall select the Debt Securities to be redeemed upon
    such sinking fund payment date in the manner specified in the
    last paragraph of Section 3.02 and the Issuers shall cause
    notice of the redemption thereof to be given in the manner
    provided in Section 3.02 except that the notice of
    redemption shall also state that the Debt Securities are being
    redeemed by operation of the sinking fund. Such notice having
    been duly given, the redemption of such Debt Securities shall be
    made upon the terms and in the manner stated in
    Section 3.03.



 



    The Trustee shall not redeem any Debt Securities of a series
    with sinking fund moneys or mail any notice of redemption of
    such Debt Securities by operation of the sinking fund for such
    series during the continuance of a Default in payment of
    interest on such Debt Securities or of any Event of Default
    (other than an Event of Default occurring as a consequence of
    this paragraph) with respect to such Debt Securities, except
    that if the notice of redemption of any such Debt Securities
    shall theretofore have been mailed in accordance with the
    provisions hereof, the Trustee shall redeem such Debt Securities
    if cash sufficient for that purpose shall be deposited with the
    Trustee for that purpose in accordance with the terms of this
    Article III. Except as aforesaid, any moneys in the sinking
    fund for such series at the time when any such Default or Event
    of Default shall occur and any moneys thereafter paid into such
    sinking fund shall, during the continuance of such Default or
    Event of Default, be held as security for the payment of such
    Debt Securities; provided, however, that in case such Default or
    Event of Default shall have been cured or waived as provided
    herein, such moneys shall thereafter be applied on the next
    sinking fund payment date for such Debt Securities on which such
    moneys may be applied pursuant to the provisions of this
    Section 3.05.



 




    ARTICLE IV

    



 




    PARTICULAR
    COVENANTS OF THE ISSUERS
    



 



    Section 4.01  Payment
    of Principal of, and Premium, If Any, and Interest on, Debt
    Securities.  The Issuers, for the benefit of
    each series of Debt Securities, will duly and punctually pay or
    cause to be paid the principal of, and premium, if any, and
    interest on, each of the Debt Securities at the place, at the
    respective times and in the manner provided herein or in the
    Debt Securities. Each installment of interest on any Debt
    Securities not in global form may at the Issuers’ option be
    paid by mailing checks for such interest payable to the Person
    entitled thereto pursuant to Section 2.07(a) to the address
    of such Person as it appears on the Debt Security Register.



 



    Principal of and premium and interest on Debt Securities of any
    series shall be considered paid on the date due if, by
    11 a.m., New York City time, on such date the Trustee or
    any paying agent holds in accordance with this Indenture money
    sufficient to pay all principal, premium and interest then due
    and, in the case of Debt Securities subordinated pursuant to the
    terms of Article XII, the Trustee or such paying agent, as
    the case may be, is not prohibited from paying such money to the
    Holders on that date pursuant to the terms of this Indenture.



 



    The Issuers shall pay interest on overdue principal or premium,
    if any, at the rate specified therefor in the Debt Securities,
    and it shall pay interest on overdue installments of interest at
    the same rate to the extent lawful.



 



    Section 4.02  Maintenance
    of Offices or Agencies for Registration of Transfer, Exchange
    and Payment of Debt Securities.  The Issuers
    will maintain in each Place of Payment for any series of Debt
    Securities an office or agency where Debt Securities of such
    series may be presented or surrendered for payment, and it shall
    also maintain (in or outside such Place of Payment) an office or
    agency where Debt Securities of such series may be surrendered
    for transfer or exchange and where notices and demands to or
    upon the Issuers in respect of the Debt Securities of such
    series and this Indenture may be served. The Issuers will give
    prompt






    

    -19-








 







    written notice to the Trustee of the location, and any change in
    the location, of such office or agency. If at any time the
    Issuers shall fail to maintain any such required office or
    agency or shall fail to furnish the Trustee with the address
    thereof, such presentations, surrenders, notices and demands may
    be made or served at the office of the Trustee where its
    corporate trust business is principally administered in the
    United States, and the Issuers hereby appoint the Trustee as
    their agent to receive all presentations, surrenders, notices
    and demands.



 



    The Issuers may also from time to time designate different or
    additional offices or agencies to be maintained for such
    purposes (in or outside of such Place of Payment), and may from
    time to time rescind any such designation; provided, however,
    that no such designation or rescission shall in any manner
    relieve the Issuers of their obligations described in the
    preceding paragraph. The Issuers will give prompt written notice
    to the Trustee of any such additional designation or rescission
    of designation and any change in the location of any such
    different or additional office or agency.



 



    Section 4.03  Appointment
    to Fill a Vacancy in the Office of
    Trustee.  The Issuers, whenever necessary to
    avoid or fill a vacancy in the office of Trustee, will appoint,
    in the manner provided in Section 7.08, a Trustee, so that
    there shall at all times be a Trustee hereunder with respect to
    each series of Debt Securities.



 



    Section 4.04  Duties
    of Paying Agents, etc.



 



    (a) The Issuers shall cause each paying agent, if any,
    other than the Trustee, to execute and deliver to the Trustee an
    instrument in which such agent shall agree with the Trustee,
    subject to the provisions of this Section 4.04,



 



    (i) that it will hold all sums held by it as such agent for
    the payment of the principal of, and premium, if any, or
    interest on, the Debt Securities of any series (whether such
    sums have been paid to it by the Issuers or by any other obligor
    on the Debt Securities of such series) in trust for the benefit
    of the Holders of the Debt Securities of such series;



 



    (ii) that it will give the Trustee notice of any failure by
    the Issuers (or by any other obligor on the Debt Securities of
    such series) to make any payment of the principal of, and
    premium, if any, or interest on, the Debt Securities of such
    series when the same shall be due and payable; and



 



    (iii) that it will at any time during the continuance of an
    Event of Default, upon the written request of the Trustee,
    forthwith pay to the Trustee all sums so held by it as such
    agent.



 



    (b) If either of the Issuers shall act as its own paying
    agent, it will, on or before each due date of the principal of,
    and premium, if any, or interest on, the Debt Securities of any
    series, set aside, segregate and hold in trust for the benefit
    of the Holders of the Debt Securities of such series a sum
    sufficient to pay such principal, premium, if any, or interest
    so becoming due. The Issuers will promptly notify the Trustee of
    any failure by either of the Issuers to take such action or the
    failure by any other obligor on such Debt Securities to make any
    payment of the principal of, and premium, if any, or interest
    on, such Debt Securities when the same shall be due and payable.



 



    (c) Anything in this Section 4.04 to the contrary
    notwithstanding, either of the Issuers may, at any time, for the
    purpose of obtaining a satisfaction and discharge of this
    Indenture, or for any other reason, pay or cause to be paid to
    the Trustee all sums held in trust by it or any paying agent, as
    required by this Section 4.04, such sums to be held by the
    Trustee upon the same trusts as those upon which such sums were
    held by such Issuer or such paying agent.



 



    (d) Whenever the Issuers shall have one or more paying
    agents with respect to any series of Debt Securities, they will,
    prior to each due date of the principal of, and premium, if any,
    or interest on, any Debt Securities of such series, deposit with
    any such paying agent a sum sufficient to pay the principal,
    premium or interest so becoming due, such sum to be held in
    trust for the benefit of the Persons entitled thereto, and
    (unless any such paying agent is the Trustee) the Issuers will
    promptly notify the Trustee of its action or failure so to act.



 



    (e) Anything in this Section 4.04 to the contrary
    notwithstanding, the agreement to hold sums in trust as provided
    in this Section 4.04 is subject to the provisions of
    Section 11.05.





    

    -20-








 







    Section 4.05  SEC
    Reports; Financial Statements.



 



    (a) The Partnership shall, so long as any of the Debt
    Securities are Outstanding, file with the Trustee, within
    30 days after it files the same with the SEC, copies of the
    annual reports and the information, documents and other reports
    (or copies of such portions of any of the foregoing as the SEC
    may by rules and regulations prescribe) that the Partnership is
    required to file with the SEC pursuant to Section 13 or
    15(d) of the Exchange Act. If the Partnership is not subject to
    the requirements of such Section 13 or 15(d), the
    Partnership shall file with the Trustee, within 30 days
    after it would have been required to file the same with the SEC,
    financial statements, including any notes thereto (and with
    respect to annual reports, an auditors’ report by a firm of
    established national reputation), and a “Management’s
    Discussion and Analysis of Financial Condition and Results of
    Operations,” both comparable to that which the Partnership
    would have been required to include in such annual reports,
    information, documents or other reports if the Partnership had
    been subject to the requirements of such Section 13 or 15
    (d). The Issuers shall also comply with the provisions of TIA
    Section 314 (a).



 



    (b) The Partnership shall provide the Trustee with a
    sufficient number of copies of all reports and other documents
    and information that the Trustee may be required to deliver to
    Holders under this Section.



 



    (c) The Partnership shall, so long as any of the Notes are
    Outstanding, deliver to the Trustee, within 30 days of any
    Officer of the Partnership becoming aware of the occurrence of
    any Event of Default, an Officers’ Certificate specifying
    such Event of Default and what action the Partnership is taking
    or proposes to take with respect thereto.



 



    Section 4.06  Compliance
    Certificate.



 



    (a) Each of the Issuers and any Subsidiary Guarantor shall,
    so long as any of the Debt Securities are Outstanding, deliver
    to the Trustee, within 120 days after the end of each
    fiscal year of the Partnership, an Officers’ Certificate
    stating that a review of the activities of the Partnership and
    its Subsidiaries during the preceding fiscal year has been made
    under the supervision of the Officers signing the certificate
    with a view to determining whether each of the Issuers and any
    Subsidiary Guarantor has kept, observed, performed and fulfilled
    its obligations under this Indenture, and further stating, as to
    each such Officer signing such certificate, that to the best of
    his knowledge each of the Issuers and any Subsidiary Guarantor
    has kept, observed, performed and fulfilled each and every
    covenant contained in this Indenture and is not in default in
    the performance or observance of any of the terms, provisions
    and conditions hereof, without regard to any grace period or
    requirement of notice required by this Indenture (or, if a
    Default or Event of Default shall have occurred, describing all
    such Defaults or Events of Default of which such Officer may
    have knowledge and what action the Issuers or any Subsidiary
    Guarantor is taking or proposes to take with respect thereto)
    and that to the best of his knowledge no event has occurred and
    remains in existence by reason of which payments on account of
    the principal of, or premium, if any, or interest, if any, on
    the Debt Securities are prohibited or, if such event has
    occurred, a description of the event and what action the
    Partnership or any Subsidiary Guarantor is taking or proposes to
    take with respect thereto.



 



    (b) The Partnership shall, so long as any of the Debt
    Securities are Outstanding, deliver to the Trustee within
    30 days after the occurrence of any Default or Event of
    Default under this Indenture, an Officers’ Certificate
    specifying such Default or Event of Default, the status thereof
    and what action the Partnership is taking or proposes to take
    with respect thereto.



 



    Section 4.07  Further
    Instruments and Acts.  The Partnership will,
    upon request of the Trustee, execute and deliver such further
    instruments and do such further acts as may reasonably be
    necessary or proper to carry out more effectually the purposes
    of this Indenture.



 



    Section 4.08  Existence.  Except
    as permitted by Article X hereof, the Partnership shall do
    or cause to be done all things necessary to preserve and keep in
    full force and effect its existence and all rights (charter and
    statutory) and franchises of the Partnership, provided that the
    Partnership shall not be required to preserve any such right or
    franchise, if its Board of Directors shall determine that the
    preservation thereof is no longer desirable in the conduct of
    the business of the Partnership.





    

    -21-








 







    Section 4.09  Maintenance
    of Properties.  The Partnership shall cause
    all properties owned by the Partnership or any of its
    Subsidiaries or used or held for use in the conduct of its
    business or the business of any such Subsidiary to be maintained
    and kept in good condition, repair and working order (reasonable
    wear and tear excepted) and supplied with all necessary
    equipment and will cause to be made all necessary repairs,
    renewals, replacements, betterments and improvements thereof,
    all as in the judgment of the Partnership may be necessary so
    that the business carried on in connection therewith may be
    properly and advantageously conducted at all times; provided
    that nothing in this Section shall prevent the Partnership from
    discontinuing the operation or maintenance of any of such
    properties if such discontinuance is, in the judgment of the
    Partnership, desirable in the conduct of its business or the
    business of any such Subsidiary and not disadvantageous in any
    material respect to the Holders.



 



    Section 4.10  Payment
    of Taxes and Other Claims.  The Partnership
    shall pay or discharge or cause to be paid or discharged, before
    the same shall become delinquent, (i) all taxes,
    assessments and governmental charges levied or imposed upon the
    Partnership or any of its Subsidiaries or upon the income,
    profits or property of the Partnership or any of its
    Subsidiaries, and (ii) all lawful claims for labor,
    materials and supplies which, if unpaid, might by law become a
    Lien upon the property of the Partnership or any of its
    Subsidiaries; provided that the Partnership shall not be
    required to pay or discharge or cause to be paid or discharged
    any such tax, assessment, charge or claim whose amount,
    applicability or validity is being contested in good faith by
    appropriate proceedings.



 



    Section 4.11  Waiver
    of Certain Covenants.  The Issuers and the
    Subsidiary Guarantors may, with respect to the Debt Securities
    of any series, omit in any particular instance to comply with
    any covenant set forth in this Article IV (except
    Sections 4.01 through 4.08) or made applicable to such Debt
    Securities pursuant to Section 2.03, if, before or after
    the time for such compliance, the Holders of at least a majority
    in principal amount of the Outstanding Debt Securities of each
    series affected, waive such compliance in such instance with
    such covenant, but no such waiver shall extend to or affect such
    covenant except to the extent so expressly waived, and, until
    such waiver shall become effective, the obligations of the
    Issuers and the Subsidiary Guarantors and the duties of the
    Trustee in respect of any such covenant shall remain in full
    force and effect.



 




    ARTICLE V

    



 




    HOLDERS’
    LISTS AND REPORTS BY THE TRUSTEE
    



 



    Section 5.01  Issuers
    to Furnish Trustee Information as to Names and Addresses of
    Holders; Preservation of Information.  The
    Issuers covenant and agree that they will furnish or cause to be
    furnished to the Trustee with respect to the Debt Securities of
    each series:



 



    (a) not more than 10 days after each record date with
    respect to the payment of interest, if any, a list, in such form
    as the Trustee may reasonably require, of the names and
    addresses of the Holders as of such record date, and



 



    (b) at such other times as the Trustee may request in
    writing, within 30 days after the receipt by the Issuers of
    any such request, a list of similar form and contents as of a
    date not more than 15 days prior to the time such list is
    furnished;



 



    provided, however, that so long as the Trustee shall be the
    Registrar, such lists shall not be required to be furnished.



 



    The Trustee shall preserve, in as current a form as is
    reasonably practicable, all information as to the names and
    addresses of the Holders (i) contained in the most recent
    list furnished to it as provided in this Section 5.01 or
    (ii) received by it in the capacity of paying agent or
    Registrar (if so acting) hereunder.



 



    The Trustee may destroy any list furnished to it as provided in
    this Section 5.01 upon receipt of a new list so furnished.





    

    -22-








 







    Section 5.02  Communications
    to Holders.  Holders may communicate pursuant
    to Section 312(b) of the TIA with other Holders with
    respect to their rights under this Indenture or the Debt
    Securities. The Issuers, the Trustee, the Registrar and anyone
    else shall have the protection of Section 312(c) of the TIA.



 



    Section 5.03  Reports
    by Trustee.  Within 60 days after each
    January 31, beginning with the first January 31 following
    the date of this Indenture, and in any event on or before April
    1 in each year, the Trustee shall mail to Holders a brief report
    dated as of such January 31 that complies with TIA
    Section 313 (a); provided, however, that if no event
    described in TIA Section 313 (a) has occurred within
    the twelve months preceding the reporting date, no report need
    be transmitted. The Trustee also shall comply with TIA
    Section 313 (b).



 



    Reports pursuant to this Section 5.03 shall be transmitted
    by mail:



 



    (a) to all Holders, as the names and addresses of such
    Holders appear in the Debt Security Register; and



 



    (b) except in the cases of reports under
    Section 313(b)(2) of the TIA, to each Holder of a Debt
    Security of any series whose name and address appear in the
    information preserved at the time by the Trustee in accordance
    with Section 5.01.



 



    A copy of each report at the time of its mailing to Holders
    shall be filed with the Securities and Exchange Commission and
    each stock exchange (if any) on which the Debt Securities of any
    series are listed. The Issuers agree to notify promptly the
    Trustee whenever the Debt Securities of any series become listed
    on any stock exchange and of any delisting thereof.



 



    Section 5.04  Record
    Dates for Action by Holders.  If the Issuers
    shall solicit from the Holders of Debt Securities of any series
    any action (including the making of any demand or request, the
    giving of any direction, notice, consent or waiver or the taking
    of any other action), the Issuers may, at their option, by
    resolution of their respective Boards of Directors, fix in
    advance a record date for the determination of Holders of Debt
    Securities entitled to take such action, but the Issuers shall
    have no obligation to do so. Any such record date shall be fixed
    at the Issuers’ discretion. If such a record date is fixed,
    such action may be sought or given before or after the record
    date, but only the Holders of Debt Securities of record at the
    close of business on such record date shall be deemed to be
    Holders of Debt Securities for the purpose of determining
    whether Holders of the requisite proportion of Debt Securities
    of such series Outstanding have authorized or agreed or
    consented to such action, and for that purpose the Debt
    Securities of such series Outstanding shall be computed as
    of such record date.



 




    ARTICLE VI

    



 




    REMEDIES OF
    THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT
    



 



    Section 6.01  Events
    of Default.  If any one or more of the
    following shall have occurred and be continuing with respect to
    Debt Securities of any series (each of the following, an
    “Event of Default”):



 



    (a) default in the payment of any installment of interest
    upon any Debt Securities of that series as and when the same
    shall become due and payable, whether or not such payment shall
    be prohibited by Article XII, if applicable, and
    continuance of such default for a period of 30 days; or



 



    (b) default in the payment of the principal of or premium,
    if any, on any Debt Securities of that series as and when the
    same shall become due and payable, whether at Stated Maturity,
    upon redemption, by declaration, upon required repurchase or
    otherwise, whether or not such payment shall be prohibited by
    Article XII, if applicable; or



 



    (c) default in the payment of any sinking fund payment with
    respect to any Debt Securities of that series as and when the
    same shall become due and payable; or



 



    (d) failure on the part of the Issuers, or if any series of
    Debt Securities Outstanding under this Indenture is entitled to
    the benefits of the Guarantee, any of the Subsidiary Guarantors,
    duly to observe or






    

    -23-








 







    perform any other of the covenants or agreements on the part of
    the Issuers, or if applicable, any of the Subsidiary Guarantors,
    in the Debt Securities of that series, in any resolution of the
    Board of Directors authorizing the issuance of that series of
    Debt Securities, in this Indenture with respect to such series
    or in any supplemental Indenture with respect to such series
    (other than a covenant a default in the performance of which is
    elsewhere in this Section specifically dealt with), continuing
    for a period of 60 days after the date on which written
    notice specifying such failure and requiring the Issuers, or if
    applicable, the Subsidiary Guarantors, to remedy the same shall
    have been given to the Issuers, or if applicable, the Subsidiary
    Guarantors, by the Trustee or to the Issuers, or if applicable,
    the Subsidiary Guarantors, and the Trustee by the Holders of at
    least 25% in aggregate principal amount of the Debt Securities
    of that series at the time Outstanding; or



 



    (e) either of the Issuers, or if any series of Debt
    Securities Outstanding under this Indenture is entitled to the
    benefits of the Guarantee, any of the Subsidiary Guarantors,
    pursuant to or within the meaning of any Bankruptcy Law,



 



    (i) commences a voluntary case,



 



    (ii) consents to the entry of an order for relief against
    it in an involuntary case,



 



    (iii) consents to the appointment of a Custodian of it or
    for all or substantially all of its property; or



 



    (iv) makes a general assignment for the benefit of its
    creditors;



 



    (f) a court of competent jurisdiction enters an order or
    decree under any Bankruptcy Law that:



 



    (i) is for relief against either of the Issuers, or if any
    series of Debt Securities Outstanding under this Indenture is
    entitled to the benefits of the Guarantee, any of the Subsidiary
    Guarantors, as debtor in an involuntary case,



 



    (ii) appoints a Custodian of either of the Issuers, or if
    any series of Debt Securities Outstanding under this Indenture
    is entitled to the benefits of the Guarantee, any of the
    Subsidiary Guarantors, or a Custodian for all or substantially
    all of the property of either of the Issuers, or if applicable,
    any of the Subsidiary Guarantors, or



 



    (iii) orders the liquidation of either of the Issuers, or
    if any series of Debt Securities Outstanding under this
    Indenture is entitled to the benefits of the Guarantee, any of
    the Subsidiary Guarantors, and the order or decree remains
    unstayed and in effect for 60 days;



 



    (g) if any series of Debt Securities Outstanding under this
    Indenture is entitled to the benefits of the Guarantee, the
    Guarantee of any of the Subsidiary Guarantors ceases to be in
    full force and effect with respect to Debt Securities of that
    series (except as otherwise provided in this Indenture) or is
    declared null and void in a judicial proceeding or any of the
    Subsidiary Guarantors denies or disaffirms its obligations under
    this Indenture or such Guarantee; or



 



    (h) any other Event of Default provided with respect to
    Debt Securities of that series;



 



    then and in each and every case that an Event of Default
    described in clause (a), (b), (c), (d), (g), or (h) with
    respect to Debt Securities of that series at the time
    Outstanding occurs and is continuing, unless the principal of,
    premium, if any, and accrued and unpaid interest on all the Debt
    Securities of that series shall have already become due and
    payable, either the Trustee or the Holders of not less than 25%
    in aggregate principal amount of the Debt Securities of that
    series then Outstanding hereunder, by notice in writing to the
    Issuers (and to the Trustee if given by Holders), may declare
    the principal of (or, if the Debt Securities of that series are
    Original Issue Discount Debt Securities, such portion of the
    principal amount as may be specified in the terms of that
    series), premium, if any, and interest on all the Debt
    Securities of that series to be due and payable immediately, and
    upon any such declaration the same shall become and shall be
    immediately due and payable, anything in this Indenture or in
    the Debt Securities of that series contained to the contrary
    notwithstanding. If an Event of Default described in
    clause (e) or (f) occurs with respect to either of the
    Issuers, then and in each and every such case, unless the
    principal of and accrued and unpaid interest on all the Debt
    Securities shall






    

    -24-








 







    have become due and payable, the principal of (or, if the Debt
    Securities of that series are Original Issue Discount Debt
    Securities, such portion of the principal amount as may be
    specified in the terms thereof), premium, if any, and interest
    on all the Debt Securities then Outstanding hereunder shall ipso
    facto become and be immediately due and payable without any
    declaration or other act on the part of the Trustee or any
    Holders, anything in this Indenture or in the Debt Securities
    contained to the contrary notwithstanding.



 



    The Holders of a majority in aggregate principal amount of the
    Debt Securities of a particular series by written notice to the
    Trustee may rescind an acceleration and its consequences if the
    rescission would not conflict with any judgment or decree of a
    court of competent jurisdiction already rendered and if all
    existing Events of Default with respect to that series have been
    cured or waived except nonpayment of principal, premium, if any,
    or interest that has become due solely because of acceleration.
    Upon any such rescission, the parties hereto shall be restored
    respectively to their several positions and rights hereunder,
    and all rights, remedies and powers of the parties hereto shall
    continue as though no such proceeding had been taken.



 



    Section 6.02  Collection
    of Debt by Trustee, etc.  If an Event of
    Default occurs and is continuing, the Trustee, in its own name
    and as trustee of an express trust, shall be entitled and
    empowered to institute any action or proceedings at law or in
    equity for the collection of the sums so due and unpaid or
    enforce the performance of any provision of the Debt Securities
    of the affected series or this Indenture, and may prosecute any
    such action or proceedings to judgment or final decree, and may
    enforce any such judgment or final decree against any of the
    Subsidiary Guarantors or the Issuers or any other obligor upon
    the Debt Securities of such series (and collect in the manner
    provided by law out of the property of any of the Subsidiary
    Guarantors or the Issuers or any other obligor upon the Debt
    Securities of such series wherever situated the moneys adjudged
    or decreed to be payable).



 



    In case there shall be pending proceedings for the bankruptcy or
    for the reorganization of any of the Subsidiary Guarantors or
    the Issuers or any other obligor upon the Debt Securities of any
    series under any Bankruptcy Law, or in case a Custodian shall
    have been appointed for its property, or in case of any other
    similar judicial proceedings relative to any of the Subsidiary
    Guarantors or the Issuers or any other obligor upon the Debt
    Securities of any series, its creditors or its property, the
    Trustee, irrespective of whether the principal of Debt
    Securities of any series shall then be due and payable as
    therein expressed or by declaration or otherwise and
    irrespective of whether the Trustee shall have made any demand
    pursuant to the provisions of this Section 6.02, shall be
    entitled and empowered, by intervention in such proceedings or
    otherwise, to file and prove a claim or claims for the whole
    amount of principal, premium, if any, and interest (or, if the
    Debt Securities of such series are Original Issue Discount Debt
    Securities, such portion of the principal amount as may be
    specified in the terms of such series) owing and unpaid in
    respect of the Debt Securities of such series, and to file such
    other papers or documents as may be necessary or advisable in
    order to have the claims of the Trustee (including any claim for
    reasonable compensation to the Trustee, its agents, attorneys
    and counsel, and for reimbursement of all expenses and
    liabilities incurred, and all advances made, by the Trustee
    except as a result of its negligence or bad faith) and of the
    Holders thereof allowed in any such judicial proceedings
    relative to any of the Subsidiary Guarantors or the Issuers, or
    any other obligor upon the Debt Securities of such series, its
    creditors or its property, and to collect and receive any moneys
    or other property payable or deliverable on any such claims, and
    to distribute all amounts received with respect to the claims of
    such Holders and of the Trustee on their behalf, and any
    receiver, assignee or trustee in bankruptcy or reorganization is
    hereby authorized by each of such Holders to make payments to
    the Trustee, and, in the event that the Trustee shall consent to
    the making of payments directly to such Holders, to pay to the
    Trustee such amount as shall be sufficient to cover reasonable
    compensation to the Trustee, its agents, attorneys and counsel,
    and all other reasonable expenses and liabilities incurred, and
    all advances made, by the Trustee except as a result of its
    negligence or bad faith.



 



    All rights of action and of asserting claims under this
    Indenture, or under any of the Debt Securities of any series,
    may be enforced by the Trustee without the possession of any
    such Debt Securities, or the production thereof in any trial or
    other proceedings relative thereto, and any such action or
    proceedings instituted by the Trustee shall be brought in its
    own name as trustee of an express trust, and any recovery of
    judgment (except for any amounts payable to the Trustee pursuant
    to Section 7.06) shall be for the ratable benefit of the
    Holders of all the Debt Securities in respect of which such
    action was taken.





    

    -25-








 







    In case of an Event of Default hereunder the Trustee may in its
    discretion proceed to protect and enforce the rights vested in
    it by this Indenture by such appropriate judicial proceedings as
    the Trustee shall deem most effectual to protect and enforce any
    of such rights, either at law or in equity or in bankruptcy or
    otherwise, whether for the specific enforcement of any covenant
    or agreement contained in this Indenture or in aid of the
    exercise of any power granted in this Indenture, or to enforce
    any other legal or equitable right vested in the Trustee by this
    Indenture or by law.



 



    Section 6.03  Application
    of Moneys Collected by Trustee.  Any moneys or
    other property collected by the Trustee pursuant to
    Section 6.02 with respect to Debt Securities of any series
    shall be applied, after giving effect to the provisions of
    Article XII, if applicable, in the order following, at the
    date or dates fixed by the Trustee for the distribution of such
    moneys or other property, upon presentation of the several Debt
    Securities of such series in respect of which moneys or other
    property have been collected, and the notation thereon of the
    payment, if only partially paid, and upon surrender thereof if
    fully paid:



 



    FIRST:  To the payment of all money due the
    Trustee pursuant to Section 7.06;



 



    SECOND:  In case the principal of the
    Outstanding Debt Securities in respect of which such moneys have
    been collected shall not have become due, to the payment of
    interest on the Debt Securities of such series in the order of
    the maturity of the installments of such interest, with interest
    (to the extent that such interest has been collected by the
    Trustee) upon the overdue installments of interest at the rate
    or Yield to Maturity (in the case of Original Issue Discount
    Debt Securities) borne by the Debt Securities of such series,
    such payments to be made ratably to the Persons entitled
    thereto, without discrimination or preference;



 



    THIRD:  In case the principal of the
    Outstanding Debt Securities in respect of which such moneys have
    been collected shall have become due, by declaration or
    otherwise, to the payment of the whole amount then owing and
    unpaid upon the Debt Securities of such series for principal and
    premium, if any, and interest, with interest on the overdue
    principal and premium, if any, and (to the extent that such
    interest has been collected by the Trustee) upon overdue
    installments of interest at the rate or Yield to Maturity (in
    the case of Original Issue Discount Debt Securities) borne by
    the Debt Securities of such series; and, in case such moneys
    shall be insufficient to pay in full the whole amount so due and
    unpaid upon the Debt Securities of such series, then to the
    payment of such principal and premium, if any, and interest,
    without preference or priority of principal and premium, if any,
    over interest, or of interest over principal and premium, if
    any, or of any installment of interest over any other
    installment of interest, or of any Debt Security of such series
    over any Debt Security of such series, ratably to the aggregate
    of such principal and premium, if any, and interest; and



 



    FOURTH:  The remainder, if any, shall be paid
    to the Subsidiary Guarantors or the Issuers, as applicable, or
    to whomsoever may be lawfully entitled to receive the same, or
    as a court of competent jurisdiction may direct.



 



    The Trustee may fix a record date and payment date for any
    payment to Holders pursuant to this Section 6.03. At least
    15 days before such record date, the Issuers shall mail to
    each Holder and the Trustee a notice that states the record
    date, the payment date and amount to be paid.



 



    Section 6.04  Limitation
    on Suits by Holders.  No Holder of any Debt
    Security of any series shall have any right by virtue or by
    availing of any provision of this Indenture to institute any
    action or proceeding at law or in equity or in bankruptcy or
    otherwise, upon or under or with respect to this Indenture, or
    for the appointment of a receiver or trustee, or for any other
    remedy hereunder, unless such Holder previously shall have given
    to the Trustee written notice of an Event of Default with
    respect to Debt Securities of that same series and of the
    continuance thereof and unless the Holders of not less than 25%
    in aggregate principal amount of the Outstanding Debt Securities
    of that series shall have made written request upon the Trustee
    to institute such action or proceedings in respect of such Event
    of Default in its own name as Trustee hereunder and shall have
    offered to the Trustee such reasonable indemnity or security as
    it may require against the costs, expenses and liabilities to be
    incurred therein or thereby, and the Trustee, for 60 days
    after its receipt of such notice, request and offer of indemnity
    or security shall have failed to institute any such action or
    proceedings






    

    -26-








 







    and no direction inconsistent with such written request shall
    have been given to the Trustee pursuant to Section 6.06; it
    being understood and intended, and being expressly covenanted by
    the Holder of every Debt Security with every other Holder and
    the Trustee, that no one or more Holders shall have any right in
    any manner whatever by virtue or by availing of any provision of
    this Indenture to affect, disturb or prejudice the rights of any
    Holders, or to obtain or seek to obtain priority over or
    preference to any other such Holder, or to enforce any right
    under this Indenture, except in the manner herein provided and
    for the equal, ratable and common benefit of all such Holders.
    For the protection and enforcement of the provisions of this
    Section 6.04, each and every Holder and the Trustee shall
    be entitled to such relief as can be given either at law or in
    equity.



 



    Notwithstanding any other provision in this Indenture, however,
    the right of any Holder of any Debt Security to receive payment
    of the principal of, and premium, if any, and (subject to
    Section 2.12) interest on, such Debt Security, on or after
    the respective due dates expressed in such Debt Security, and to
    institute suit for the enforcement of any such payment on or
    after such respective dates, shall not be impaired or affected
    without the consent of such Holder.



 



    Section 6.05  Remedies
    Cumulative; Delay or Omission in Exercise of Rights Not a Waiver
    of Default.  All powers and remedies given by
    this Article VI to the Trustee or to the Holders shall, to
    the extent permitted by law, be deemed cumulative and not
    exclusive of any thereof or of any other powers and remedies
    available to the Trustee or the Holders, by judicial proceedings
    or otherwise, to enforce the performance or observance of the
    covenants and agreements contained in this Indenture, and no
    delay or omission of the Trustee or of any Holder to exercise
    any right or power accruing upon any Default occurring and
    continuing as aforesaid, shall impair any such right or power,
    or shall be construed to be a waiver of any such Default or an
    acquiescence therein; and, subject to the provisions of
    Section 6.04, every power and remedy given by this
    Article VI or by law to the Trustee or to the Holders may
    be exercised from time to time, and as often as shall be deemed
    expedient, by the Trustee or by the Holders.



 



    Section 6.06  Rights
    of Holders of Majority in Principal Amount of Debt Securities to
    Direct Trustee and to Waive Default.  The
    Holders of not less than a majority in aggregate principal
    amount of the Debt Securities of any series at the time
    Outstanding shall have the right to direct the time, method and
    place of conducting any proceeding for any remedy available to
    the Trustee, or of exercising any right, trust or power
    conferred on the Trustee, with respect to the Debt Securities of
    such series; provided, however, that such direction shall not be
    otherwise than in accordance with law and the provisions of this
    Indenture, and that subject to the provisions of
    Section 7.01, the Trustee shall have the right to decline
    to follow any such direction if the Trustee being advised by
    counsel shall determine that the action so directed may not
    lawfully be taken or is inconsistent with any provision of this
    Indenture, or if the Trustee shall by a responsible officer or
    officers determine that the action so directed would involve it
    in personal liability or would be unduly prejudicial to Holders
    of Debt Securities of such series not taking part in such
    direction; and provided, further, however, that nothing in this
    Indenture contained shall impair the right of the Trustee to
    take any action deemed proper by the Trustee and which is not
    inconsistent with such direction by such Holders. The Holders of
    not less than a majority in aggregate principal amount of the
    Debt Securities of any series at the time Outstanding may on
    behalf of the Holders of all the Debt Securities of that series
    waive any past Default or Event of Default and its consequences
    for that series, except a Default or Event of Default in the
    payment of the principal of, and premium, if any, or interest
    on, any of the Debt Securities and a Default or Event of Default
    in respect of a provision that under Section 9.02 cannot be
    amended without the consent of each Holder affected thereby. In
    case of any such waiver, such Default shall cease to exist, any
    Event of Default arising therefrom shall be deemed to have been
    cured for every purpose of this Indenture, and the Subsidiary
    Guarantors, the Issuers, the Trustee and the Holders of the Debt
    Securities of that series shall be restored to their former
    positions and rights hereunder, respectively; but no such waiver
    shall extend to any subsequent or other Default or Event of
    Default or impair any right consequent thereon.



 



    Section 6.07  Trustee
    to Give Notice of Events of Defaults Known to It, but May
    Withhold Such Notice in Certain
    Circumstances.  The Trustee shall, within
    90 days after the occurrence of an Event of Default, or if
    later, within 30 days after the Trustee obtains actual
    knowledge of the Event of Default, with respect to a series of
    Debt Securities give to the Holders thereof, in the manner
    provided in Section 13.03, notice of all






    

    -27-








 







    Events of Default with respect to such series known to the
    Trustee, unless such Events of Default shall have been cured or
    waived before the giving of such notice; provided, that, except
    in the case of an Event of Default in the payment of the
    principal of, or premium, if any, or interest on, any of the
    Debt Securities of such series or in the making of any sinking
    fund payment with respect to the Debt Securities of such series,
    the Trustee shall be protected in withholding such notice if and
    so long as the board of directors, the executive committee or a
    committee of directors or responsible officers of the Trustee in
    good faith determines that the withholding of such notice is in
    the interests of the Holders thereof.



 



    Section 6.08  Requirement
    of an Undertaking to Pay Costs in Certain Suits under the
    Indenture or Against the Trustee.  All parties
    to this Indenture agree, and each Holder of any Debt Security by
    his acceptance thereof shall be deemed to have agreed, that any
    court may in its discretion require, in any suit for the
    enforcement of any right or remedy under this Indenture, or in
    any suit against the Trustee for any action taken or omitted by
    it as Trustee, the filing by any party litigant in such suit of
    an undertaking to pay the costs of such suit in the manner and
    to the extent provided in the TIA, and that such court may in
    its discretion assess reasonable costs, including reasonable
    attorneys’ fees and expenses, against any party litigant in
    such suit, having due regard to the merits and good faith of the
    claims or defenses made by such party litigant; but the
    provisions of this Section 6.08 shall not apply to any suit
    instituted by the Trustee, to any suit instituted by any Holder,
    or group of Holders, holding in the aggregate more than
    25 percent in principal amount of the Outstanding Debt
    Securities of that series or to any suit instituted by any
    Holder for the enforcement of the payment of the principal of,
    or premium, if any, or interest on, any Debt Security on or
    after the due date for such payment expressed in such Debt
    Security.



 




    ARTICLE VII

    



 




    CONCERNING
    THE TRUSTEE
    



 



    Section 7.01  Certain
    Duties and Responsibilities.  The Trustee,
    prior to the occurrence of an Event of Default and after the
    curing or waiving of all Events of Default which may have
    occurred, undertakes to perform such duties and only such duties
    as are specifically set forth in this Indenture. In case an
    Event of Default has occurred (which has not been cured or
    waived), the Trustee shall exercise such of the rights and
    powers vested in it by this Indenture, and use the same degree
    of care and skill in their exercise, as a prudent man would
    exercise or use under the circumstances in the conduct of his
    own affairs.



 



    No provision of this Indenture shall be construed to relieve the
    Trustee from liability for its own negligent action, its own
    negligent failure to act, its own bad faith or its own willful
    misconduct, except that:



 



    (a) this paragraph shall not be construed to limit the
    effect of the first paragraph of this Section 7.01;



 



    (b) prior to the occurrence of an Event of Default with
    respect to the Debt Securities of a series and after the curing
    or waiving of all Events of Default with respect to such series
    which may have occurred:



 



    (i) the duties and obligations of the Trustee with respect
    to Debt Securities of any series shall be determined solely by
    the express provisions of this Indenture, and the Trustee shall
    not be liable except for the performance of such duties and
    obligations with respect to such series as are specifically set
    forth in this Indenture, and no implied covenants or obligations
    with respect to such series shall be read into this Indenture
    against the Trustee;



 



    (ii) in the absence of bad faith on the part of the
    Trustee, the Trustee may conclusively rely, as to the truth of
    the statements and the correctness of the opinions expressed
    therein, upon any certificates or opinions furnished to the
    Trustee and conforming to the requirements of this Indenture;
    but in the case of any such certificates or opinions which by
    any provision hereof are specifically required to be furnished
    to the Trustee, the Trustee shall be under a duty to examine the
    same to determine whether or not they conform to the
    requirements of this Indenture; but the Trustee shall examine
    the evidence furnished to it pursuant to Sections 4.05 and
    4.06 to determine whether or not such evidence conforms to the
    requirement of this Indenture;





    

    -28-








 







    (iii) the Trustee shall not be liable for an error of
    judgment made in good faith by a responsible officer, unless it
    shall be proved that the Trustee was negligent in ascertaining
    the pertinent facts; and



 



    (iv) the Trustee shall not be liable with respect to any
    action taken or omitted to be taken by it with respect to Debt
    Securities of any series in good faith in accordance with the
    direction of the Holders of not less than a majority in
    aggregate principal amount of the Outstanding Debt Securities of
    that series relating to the time, method and place of conducting
    any proceeding for any remedy available to the Trustee, or
    exercising any trust or power conferred upon the Trustee, under
    this Indenture with respect to Debt Securities of such series.



 



    None of the provisions of this Indenture shall require the
    Trustee to expend or risk its own funds or otherwise incur any
    personal financial liability in the performance of any of its
    duties hereunder, or in the exercise of any of its rights or
    powers, if there shall be reasonable grounds for believing that
    repayment of such funds or adequate indemnity against such risk
    or liability is not reasonably assured to it.



 



    Whether or not therein expressly so provided, every provision of
    this Indenture relating to the conduct or affecting the
    liability of or affording protection to the Trustee shall be
    subject to the provisions of this Section.



 



    Section 7.02  Certain
    Rights of Trustee.  Except as otherwise
    provided in Section 7.01:



 



    (a) the Trustee may rely and shall be protected in acting
    or refraining from acting upon any resolution, certificate,
    statement, instrument, opinion, report, notice, request,
    direction, consent, order, bond, debenture, note or other paper
    or document (whether in its original or facsimile form) believed
    by it to be genuine and to have been signed or presented by the
    proper party or parties;



 



    (b) any request, direction, order or demand of either of
    the Issuers mentioned herein shall be sufficiently; evidenced by
    an Issuer Order (unless other evidence in respect thereof be
    herein specifically prescribed); and any resolution of the Board
    of Directors of an Issuer may be evidenced to the Trustee by a
    copy thereof certified by its Secretary or an Assistant
    Secretary;



 



    (c) the Trustee may consult with counsel, and the advice of
    such counsel or any Opinion of Counsel shall be full and
    complete authorization and protection in respect of any action
    taken or suffered or omitted by it hereunder in good faith and
    in accordance with such advice or Opinion of Counsel;



 



    (d) the Trustee shall be under no obligation to exercise
    any of the rights or powers vested in it by this Indenture at
    the request, order or direction of any of the Holders of Debt
    Securities of any series pursuant to the provisions of this
    Indenture, unless such Holders shall have offered to the Trustee
    reasonable security or indemnity against the costs, expenses and
    liabilities which may be incurred therein or thereby;



 



    (e) the Trustee shall not be liable for any action taken or
    omitted by it in good faith and reasonably believed by it to be
    authorized or within the discretion or rights or powers
    conferred upon it by this Indenture;



 



    (f) prior to the occurrence of an Event of Default and
    after the curing of all Events of Default which may have
    occurred, the Trustee shall not be bound to make any
    investigation into the facts or matters stated in any
    resolution, certificate, statement, instrument, opinion, report,
    notice, request, direction, consent, order, approval or other
    paper or document, unless requested in writing to do so by the
    Holders of a majority in aggregate principal amount of the then
    Outstanding Debt Securities of a series affected by such matter;
    provided, however, that if the payment within a reasonable time
    to the Trustee of the costs, expenses or liabilities likely to
    be incurred by it in the making of such investigation is not, in
    the opinion of the Trustee, reasonably assured to the Trustee by
    the security afforded to it by the terms of this Indenture, the
    Trustee may require reasonable indemnity against such costs,
    expenses or liabilities as a condition to so proceeding, and the
    reasonable expense of every such investigation shall be paid by
    the Issuers or, if paid by the Trustee, shall be repaid by the
    Issuers upon demand;





    

    -29-








 







    (g) the Trustee may execute any of the trusts or powers
    hereunder or perform any duties hereunder either directly or by
    or through agents or attorneys and the Trustee shall not be
    responsible for any misconduct or negligence on the part of any
    agent or attorney appointed by it with due care
    hereunder; and



 



    (h) if any property other than cash shall at any time be
    subject to a Lien in favor of the Holders, the Trustee, if and
    to the extent authorized by a receivership or bankruptcy court
    of competent jurisdiction or by the supplemental instrument
    subjecting such property to such Lien, shall be entitled to make
    advances for the purpose of preserving such property or of
    discharging tax Liens or other prior Liens or encumbrances
    thereon.



 



    Section 7.03  Trustee
    Not Liable for Recitals in Indenture or in Debt
    Securities.  The recitals contained herein, in
    the Debt Securities (except the Trustee’s certificate of
    authentication) shall be taken as the statements of the Issuers,
    and the Trustee assumes no responsibility for the correctness of
    the same. The Trustee makes no representations as to the
    validity or sufficiency of this Indenture or of the Debt
    Securities of any series, except that the Trustee represents
    that it is duly authorized to execute and deliver this
    Indenture, authenticate the Debt Securities and perform its
    obligations hereunder, and that the statements made by it or to
    be made by it in a Statement of Eligibility and Qualification on
    Form T-1
    supplied to the Issuers are true and accurate. The Trustee shall
    not be accountable for the use or application by the Issuers of
    any of the Debt Securities or of the proceeds thereof.



 



    Section 7.04  Trustee,
    Paying Agent or Registrar May Own Debt
    Securities.  The Trustee or any paying agent
    or Registrar, in its individual or any other capacity, may
    become the owner or pledgee of Debt Securities and subject to
    the provisions of the TIA relating to conflicts of interest and
    preferential claims may otherwise deal with the Issuers with the
    same rights it would have if it were not Trustee, paying agent
    or Registrar.



 



    Section 7.05  Moneys
    Received by Trustee to Be Held in
    Trust.  Subject to the provisions of
    Section 11.05, all moneys received by the Trustee shall,
    until used or applied as herein provided, be held in trust for
    the purposes for which they were received, but need not be
    segregated from other funds except to the extent required by
    law. The Trustee shall be under no liability for interest on any
    moneys received by it hereunder. So long as no Event of Default
    shall have occurred and be continuing, all interest allowed on
    any such moneys shall be paid from time to time to the Issuers
    upon an Issuer Order.



 



    Section 7.06  Compensation
    and Reimbursement.  The Issuers covenant and
    agree to pay in Dollars to the Trustee from time to time, and
    the Trustee shall be entitled to, reasonable compensation for
    all services rendered by it hereunder (which shall not be
    limited by any provision of law in regard to the compensation of
    a trustee of an express trust), and, except as otherwise
    expressly provided herein, the Issuers will pay or reimburse in
    Dollars the Trustee upon its request for all reasonable
    expenses, disbursements and advances incurred or made by the
    Trustee in accordance with any of the provisions of this
    Indenture (including the reasonable compensation and the
    expenses and disbursements of its agents, attorneys and counsel
    and of all Persons not regularly in its employ), including
    without limitation, Section 6.02, except any such expense,
    disbursement or advances as may arise from its negligence,
    willful misconduct or bad faith. The Issuers also covenant to
    indemnify in Dollars the Trustee for, and to hold it harmless
    against, any loss, liability or expense incurred without
    negligence, willful misconduct or bad faith on the part of the
    Trustee, arising out of or in connection with the acceptance or
    administration of this trust or trusts hereunder, including the
    reasonable costs and expenses of defending itself against any
    claim of liability in connection with the exercise or
    performance of any of its powers or duties hereunder. The
    obligations of the Issuers under this Section 7.06 to
    compensate and indemnify the Trustee and to pay or reimburse the
    Trustee for expenses, disbursements and advances shall
    constitute additional Debt hereunder and shall survive the
    satisfaction and discharge of this Indenture. The Issuers and
    the Holders agree that such additional Debt shall be secured by
    a Lien prior to that of the Debt Securities upon all property
    and funds held or collected by the Trustee, as such, except
    funds held in trust for the payment of principal of, and
    premium, if any, or interest on, particular Debt Securities.



 



    When the Trustee incurs expenses or renders services after an
    Event of Default specified in Section 6.01(e) or
    (f) occurs, the expenses and the compensation for the
    services are intended to constitute expenses of administration
    under any Bankruptcy Law.





    

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    Section 7.07  Right
    of Trustee to Rely on an Officers’ Certificate Where No
    Other Evidence Specifically
    Prescribed.  Except as otherwise provided in
    Section 7.01, whenever in the administration of the
    provisions of this Indenture the Trustee shall deem it necessary
    or desirable that a matter be proved or established prior to
    taking or suffering or omitting any action hereunder, such
    matter (unless other evidence in respect thereof be herein
    specifically prescribed) may, in the absence of negligence or
    bad faith on the part of the Trustee, be deemed to be
    conclusively proved and established by an Officers’
    Certificate delivered to the Trustee and such certificate, in
    the absence of negligence or bad faith on the part of the
    Trustee, shall be full warrant to the Trustee for any action
    taken, suffered or omitted by it under the provisions of this
    Indenture upon the faith thereof.



 



    Section 7.08  Separate
    Trustee; Replacement of Trustee.  The Issuers
    may, but need not, appoint a separate Trustee for any one or
    more series of Debt Securities. The Trustee may resign with
    respect to one or more or all series of Debt Securities at any
    time by giving notice to the Issuers. The Holders of a majority
    in principal amount of the Debt Securities of a particular
    series may remove the Trustee for such series and only such
    series by so notifying the Trustee and may appoint a successor
    Trustee. The Issuers shall remove the Trustee if:



 



    (a) the Trustee fails to comply with Section 7.10;



 



    (b) the Trustee is adjudged bankrupt or insolvent;



 



    (c) a Custodian takes charge of the Trustee or its
    property; or



 



    (d) the Trustee otherwise becomes incapable of acting.



 



    If the Trustee resigns, is removed by the Issuers or by the
    Holders of a majority in principal amount of the Debt Securities
    of a particular series and such Holders do not reasonably
    promptly appoint a successor Trustee, or if a vacancy exists in
    the office of Trustee for any reason (the Trustee in such event
    being referred to herein as the retiring Trustee), the Issuers
    shall promptly appoint a successor Trustee. No resignation or
    removal of the Trustee and no appointment of a successor Trustee
    shall become effective until the acceptance of appointment by
    the successor Trustee in accordance with the applicable
    requirements of this Section 7.08.



 



    A successor Trustee shall deliver a written acceptance of its
    appointment to the retiring Trustee and to the Issuers.
    Thereupon the resignation or removal of the retiring Trustee
    shall become effective, and the successor Trustee shall have all
    the rights, powers and duties of the Trustee under this
    Indenture. The successor Trustee shall mail a notice of its
    succession to Holders of Debt Securities of each applicable
    series. The retiring Trustee shall promptly transfer all
    property held by it as Trustee to the successor Trustee, subject
    to the Lien provided for in Section 7.06.



 



    If a successor Trustee does not take office within 60 days
    after the retiring Trustee gives notice of resignation or is
    removed, the retiring Trustee or the Holders of 25% in principal
    amount of the Debt Securities of any applicable series may
    petition any court of competent jurisdiction for the appointment
    of a successor Trustee for the Debt Securities of such series.



 



    If the Trustee fails to comply with Section 7.10, any
    Holder of Debt Securities of any applicable series may petition
    any court of competent jurisdiction for the removal of the
    Trustee and the appointment of a successor Trustee for the Debt
    Securities of such series.



 



    Notwithstanding the replacement of the Trustee pursuant to this
    Section 7.08, the Issuers’ obligations under
    Section 7.06 shall continue for the benefit of the retiring
    Trustee.



 



    In the case of the appointment hereunder of a separate or
    successor Trustee with respect to the Debt Securities of one or
    more series, the Issuers, any retiring Trustee and each
    successor or separate Trustee with respect to the Debt
    Securities of any applicable series shall execute and deliver an
    Indenture supplemental hereto (i) which shall contain such
    provisions as shall be deemed necessary or desirable to confirm
    that all the rights, powers, trusts and duties of any retiring
    Trustee with respect to the Debt Securities of any series as to
    which any such retiring Trustee is not retiring shall continue
    to be vested in such retiring Trustee and (ii) that shall
    add to or change any of the provisions of this Indenture as
    shall be necessary to provide for or facilitate






    

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    the administration of the trusts hereunder by more than one
    trustee, it being understood that nothing herein or in such
    supplemental Indenture shall constitute such Trustees
    co-trustees of the same trust and that each such separate,
    retiring or successor Trustee shall be Trustee of a trust or
    trusts hereunder separate and apart from any trust or trusts
    hereunder administered by any other such Trustee.



 



    Section 7.09  Successor
    Trustee by Merger.  If the Trustee
    consolidates with, merges or converts into, or transfers all or
    substantially all its corporate trust business or assets to,
    another corporation or banking association, the resulting,
    surviving or transferee corporation or banking association
    without any further act shall be the successor Trustee.



 



    In case at the time such successor or successors to the Trustee
    by merger, conversion, consolidation or transfer shall succeed
    to the trusts created by this Indenture any of the Debt
    Securities shall have been authenticated but not delivered, any
    such successor to the Trustee may adopt the certificate of
    authentication of any predecessor Trustee, and deliver such Debt
    Securities so authenticated; and in case at that time any of the
    Debt Securities shall not have been authenticated, any successor
    to the Trustee may authenticate such Debt Securities either in
    the name of any predecessor hereunder or in the name of the
    successor to the Trustee; and in all such cases such
    certificates shall have the full force which it is anywhere in
    the Debt Securities or in this Indenture provided that the
    certificate of the Trustee shall have.



 



    Section 7.10  Eligibility;
    Disqualification.  The Trustee shall at all
    times satisfy the requirements of Section 310(a) of the
    TIA. The Trustee shall have a combined capital and surplus of at
    least $50,000,000 as set forth in its most recent published
    annual report of condition. No obligor upon the Debt Securities
    of a particular series or Person directly or indirectly
    controlling, controlled by or under common control with such
    obligor shall serve as Trustee for the Debt Securities of such
    series. The Trustee shall comply with Section 310(b) of the
    TIA; provided, however, that there shall be excluded from the
    operation of Section 310(b)(1) of the TIA this Indenture or
    any indenture or indentures under which other securities or
    certificates of interest or participation in other securities of
    the Issuers are outstanding if the requirements for such
    exclusion set forth in Section 310(b)(1) of the TIA are met.



 



    Section 7.11  Preferential
    Collection of Claims Against Issuers.  The
    Trustee shall comply with Section 311(a) of the TIA,
    excluding any creditor relationship listed in
    Section 311(b) of the TIA. A Trustee who has resigned or
    been removed shall be subject to Section 311(a) of the TIA
    to the extent indicated therein.



 



    Section 7.12  Compliance
    with Tax Laws.  The Trustee hereby agrees to
    comply with all U.S. Federal income tax information
    reporting and withholding requirements applicable to it with
    respect to payments of premium (if any) and interest on the Debt
    Securities, whether acting as Trustee, Registrar, paying agent
    or otherwise with respect to the Debt Securities.



 




    ARTICLE VIII

    



 




    CONCERNING
    THE HOLDERS
    



 



    Section 8.01  Evidence
    of Action by Holders.  Whenever in this
    Indenture it is provided that the Holders of a specified
    percentage in aggregate principal amount of the Debt Securities
    of any or all series may take action (including the making of
    any demand or request, the giving of any direction, notice,
    consent or waiver or the taking of any other action) the fact
    that at the time of taking any such action the Holders of such
    specified percentage have joined therein may be evidenced
    (a) by any instrument or any number of instruments of
    similar tenor executed by Holders in Person or by agent or proxy
    appointed in writing, (b) by the record of the Holders
    voting in favor thereof at any meeting of Holders duly called
    and held in accordance with the provisions of Section 5.02,
    (c) by a combination of such instrument or instruments and
    any such record of such a meeting of Holders or (d) in the
    case of Debt Securities evidenced by a Global Security, by any
    electronic transmission or other message, whether or not in
    written format, that complies with the Depositary’s
    applicable procedures.





    

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    Section 8.02  Proof
    of Execution of Instruments and of Holding of Debt
    Securities.  Subject to the provisions of
    Sections 7.01, 7.02 and 13.09, proof of the execution of
    any instrument by a Holder or his agent or proxy shall be
    sufficient if made in accordance with such reasonable rules and
    regulations as may be prescribed by the Trustee or in such
    manner as shall be satisfactory to the Trustee. The ownership of
    Debt Securities of any series shall be proved by the Debt
    Security Register or by a certificate of the Registrar for such
    series. The Trustee may require such additional proof of any
    matter referred to in this Section 8.02 as it shall deem
    necessary.



 



    Section 8.03  Who
    May Be Deemed Owner of Debt Securities.  Prior
    to due presentment for registration of transfer of any Debt
    Security, the Issuers, the Subsidiary Guarantors, the Trustee,
    any paying agent and any Registrar may deem and treat the Person
    in whose name any Debt Security shall be registered upon the
    books of the Issuers as the absolute owner of such Debt Security
    (whether or not such Debt Security shall be overdue and
    notwithstanding any notation of ownership or other writing
    thereon) for the purpose of receiving payment of or on account
    of the principal of and premium, if any, and (subject to
    Section 2.12) interest on such Debt Security and for all
    other purposes, and none of the Issuers, the Subsidiary
    Guarantors or the Trustee nor any paying agent nor any Registrar
    shall be affected by any notice to the contrary; and all such
    payments so made to any such Holder for the time being, or upon
    his order, shall be valid and, to the extent of the sum or sums
    so paid, effectual to satisfy and discharge the liability for
    moneys payable upon any such Debt Security.



 



    None of the Issuers, the Subsidiary Guarantors, the Trustee, any
    paying agent or any Registrar will have any responsibility or
    liability for any aspect of the records relating to or payments
    made on account of beneficial ownership interests in a Global
    Security or for maintaining, supervising or reviewing any
    records relating to such beneficial ownership interests.



 



    Section 8.04  Instruments
    Executed by Holders Bind Future Holders.  At
    any time prior to (but not after) the evidencing to the Trustee,
    as provided in Section 8.01, of the taking of any action by
    the Holders of the percentage in aggregate principal amount of
    the Debt Securities of any series specified in this Indenture in
    connection with such action and subject to the following
    paragraph, any Holder of a Debt Security which is shown by the
    evidence to be included in the Debt Securities the Holders of
    which have consented to such action may, by filing written
    notice with the Trustee at its corporate trust office and upon
    proof of holding as provided in Section 8.02, revoke such
    action so far as concerns such Debt Security. Except as
    aforesaid any such action taken by the Holder of any Debt
    Security shall be conclusive and binding upon such Holder and
    upon all future Holders and owners of such Debt Security and of
    any Debt Security issued upon transfer thereof or in exchange or
    substitution therefor, irrespective of whether or not any
    notation in regard thereto is made upon such Debt Security or
    such other Debt Securities. Any action taken by the Holders of
    the percentage in aggregate principal amount of the Debt
    Securities of any series specified in this Indenture in
    connection with such action shall be conclusively binding upon
    the Issuers, the Subsidiary Guarantors, the Trustee and the
    Holders of all the Debt Securities of such series.



 



    The Issuers may, but shall not be obligated to, fix a record
    date for the purpose of determining the Holders of Debt
    Securities entitled to give their consent or take any other
    action required or permitted to be taken pursuant to this
    Indenture. If a record date is fixed, then notwithstanding the
    immediately preceding paragraph, those Persons who were Holders
    of Debt Securities at such record date (or their duly designated
    proxies), and only those Persons, shall be entitled to give such
    consent or to revoke any consent previously given or to take any
    such action, whether or not such Persons continue to be Holders
    of Debt Securities after such record date. No such consent shall
    be valid or effective for more than 120 days after such
    record date unless the consent of the Holders of the percentage
    in aggregate principal amount of the Debt Securities of such
    series specified in this Indenture shall have been received
    within such
    120-day
    period.



 




    ARTICLE IX

    



 




    SUPPLEMENTAL
    INDENTURES
    



 



    Section 9.01  Purposes
    for Which Supplemental Indenture May Be Entered into Without
    Consent of Holders.  The Issuers and any
    Subsidiary Guarantors, when authorized by resolutions of each
    Issuer’s Board






    

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    of Directors, and the Trustee may from time to time and at any
    time, without the consent of Holders, enter into an Indenture or
    Indentures supplemental hereto (which shall conform to the
    provisions of the TIA as in force at the date of the execution
    thereof) for one or more of the following purposes:



 



    (a) to evidence the succession pursuant to Article X
    of another Person to either of the Issuers, or successive
    successions, and the assumption by the Successor Company (as
    defined in Section 10.01) of the covenants, agreements and
    obligations of its predecessor Issuer in this Indenture and in
    the Debt Securities;



 



    (b) to surrender any right or power herein conferred upon
    the Issuers or the Subsidiary Guarantors, to add to the
    covenants of the Issuers or the Subsidiary Guarantors such
    further covenants, restrictions, conditions or provisions for
    the protection of the Holders of all or any series of Debt
    Securities (and if such covenants are to be for the benefit of
    less than all series of Debt Securities, stating that such
    covenants are expressly being included solely for the benefit of
    such series) as the Board of Directors shall consider to be for
    the protection of the Holders of such Debt Securities, and to
    make the occurrence, or the occurrence and continuance, of a
    Default in any of such additional covenants, restrictions,
    conditions or provisions a Default or an Event of Default
    permitting the enforcement of all or any of the several remedies
    provided in this Indenture; provided, that in respect of any
    such additional covenant, restriction, condition or provision
    such supplemental Indenture may provide for a particular period
    of grace after Default (which period may be shorter or longer
    than that allowed in the case of other Defaults) or may provide
    for an immediate enforcement upon such Default or may limit the
    remedies available to the Trustee upon such Default or may limit
    the right of the Holders of a majority in aggregate principal
    amount of any or all series of Debt Securities to waive such
    Default;



 



    (c) to cure any ambiguity or omission or to correct or
    supplement any provision contained herein, in any supplemental
    Indenture or in any Debt Securities of any series that may be
    defective or inconsistent with any other provision contained
    herein, in any supplemental Indenture or in the Debt Securities
    of such series; to convey, transfer, assign, mortgage or pledge
    any property to or with the Trustee, or to make such other
    provisions in regard to matters or questions arising under this
    Indenture as shall not adversely affect the interests of any
    Holders of Debt Securities of any series;



 



    (d) to permit the qualification of this Indenture or any
    Indenture supplemental hereto under the TIA as then in effect,
    except that nothing herein contained shall permit or authorize
    the inclusion in any Indenture supplemental hereto of the
    provisions referred to in Section 316(a)(2) of the TIA;



 



    (e) to change or eliminate any restrictions on the payment
    of principal of, or premium, if any, on, Debt Securities;
    provided, that any such action shall not adversely affect the
    interests of the Holders of Debt Securities of any series in any
    material respect or permit or facilitate the issuance of Debt
    Securities of any series in uncertificated form;



 



    (f) to reflect the release of any Subsidiary Guarantor in
    accordance with Article XIV



 



    (g) in the case of any Debt Securities subordinated
    pursuant to Article XII, to make any change in
    Article XII that would limit or terminate the benefits
    available to any holder of Senior Indebtedness (or
    Representatives therefor) under Article XII;



 



    (h) to add Subsidiary Guarantors with respect to any or all
    of the Debt Securities or to secure any or all of the Debt
    Securities or the Guarantee;



 



    (i) to make any change that does not adversely affect the
    rights hereunder of any Holder;



 



    (j) to add to, change or eliminate any of the provisions of
    this Indenture in respect of one or more series of Debt
    Securities; provided, however, that any such addition, change or
    elimination not otherwise permitted under this Section 9.01
    shall neither apply to any Debt Security of any series created
    prior to the execution of such supplemental Indenture and
    entitled to the benefit of such provision nor modify the rights
    of the Holder of any such Debt Security with respect to such
    provision or shall become effective only when there is no such
    Debt Security Outstanding;





    

    -34-








 







    (k) to evidence and provide for the acceptance of
    appointment hereunder by a successor or separate Trustee with
    respect to the Debt Securities of one or more series and to add
    to or change any of the provisions of this Indenture as shall be
    necessary to provide for or facilitate the administration of the
    trusts hereunder by more than one Trustee; and



 



    (l) to establish the form or terms of Debt Securities of
    any series as permitted by Sections 2.01 and 2.03.



 



    The Trustee is hereby authorized to join with the Issuers and
    the Subsidiary Guarantors in the execution of any such
    supplemental Indenture, to make any further appropriate
    agreements and stipulations which may be therein contained and
    to accept the conveyance, transfer, assignment, mortgage or
    pledge of any property thereunder, but the Trustee shall not be
    obligated to enter into any such supplemental Indenture which
    affects the Trustee’s own rights, duties or immunities
    under this Indenture or otherwise.



 



    Any supplemental Indenture authorized by the provisions of this
    Section 9.01 may be executed by the Issuers, the Subsidiary
    Guarantors and the Trustee without the consent of the Holders of
    any of the Debt Securities at the time Outstanding,
    notwithstanding any of the provisions of Section 9.02.



 



    In the case of Debt Securities subordinated pursuant to
    Article XII, an amendment under this Section 9.01 may
    not make any change that adversely affects the rights under
    Article XII of any holder of Senior Indebtedness then
    outstanding unless the holders of such Senior Indebtedness (or
    any group or Representative thereof authorized to give a
    consent) consent to such change.



 



    Section 9.02  Modification
    of Indenture with Consent of Holders of Debt
    Securities.  Without notice to any Holder but
    with the consent (evidenced as provided in Section 8.01) of
    the Holders of not less than a majority in aggregate principal
    amount of the Outstanding Debt Securities of each series
    affected by such supplemental Indenture (including consents
    obtained in connection with a tender offer or exchange offer for
    any such series of Debt Securities), the Issuers and the
    Subsidiary Guarantors, when authorized by resolutions of each
    Issuer’s Board of Directors, and the Trustee may from time
    to time and at any time enter into an Indenture or Indentures
    supplemental hereto (which shall conform to the provisions of
    the TIA as in force at the date of execution thereof) for the
    purpose of adding any provisions to or changing in any manner or
    eliminating any of the provisions of this Indenture or of any
    supplemental Indenture or of modifying in any manner the rights
    of the Holders of the Debt Securities of such series; provided,
    that no such supplemental Indenture, without the consent of the
    Holders of each Debt Security so affected, shall: reduce the
    percentage in principal amount of Debt Securities of any series
    whose Holders must consent to an amendment; reduce the rate of
    or extend the time for payment of interest on any Debt Security;
    reduce the principal of or extend the Stated Maturity of any
    Debt Security; reduce any premium payable upon the redemption of
    any Debt Security or change the time at which any Debt Security
    may or shall be redeemed in accordance with Article III;
    make any Debt Security payable in currency other than the
    Dollar; impair the right of any Holder to receive payment of
    premium, if any, principal of and interest on such Holder’s
    Debt Securities on or after the due dates therefor or to
    institute suit for the enforcement of any payment on or with
    respect to such Holder’s Debt Securities; in the case of
    any Debt Security subordinated pursuant to Article XII,
    make any change in Article XII that adversely affects the
    rights of any Holder under Article XII; release any
    security that may have been granted in respect of the Debt
    Securities, other than in accordance with this Indenture; make
    any change in Section 6.06 or this Section 9.02; or,
    except as provided in Section 11.02(b) or
    Section 14.04, release the Subsidiary Guarantors other than
    as provided in this Indenture or modify the Guarantee in any
    manner adverse to the Holders.



 



    A supplemental Indenture which changes or eliminates any
    covenant or other provision of this Indenture which has been
    expressly included solely for the benefit of one or more
    particular series of Debt Securities or which modifies the
    rights of the Holders of Debt Securities of such series with
    respect to such covenant or other provision, shall be deemed not
    to affect the rights under this Indenture of the Holders of Debt
    Securities of any other series.



 



    Upon the request of the Issuers, accompanied by a copy of
    resolutions of the Board of Directors of each Issuer authorizing
    the execution of any such supplemental Indenture, and upon the
    filing with the Trustee of






    

    -35-








 







    evidence of the consent of Holders as aforesaid, the Trustee
    shall join with the Issuers and the Subsidiary Guarantors in the
    execution of such supplemental Indenture unless such
    supplemental Indenture affects the Trustee’s own rights,
    duties or immunities under this Indenture or otherwise, in which
    case the Trustee may in its discretion but shall not be
    obligated to enter into such supplemental Indenture.



 



    It shall not be necessary for the consent of the Holders under
    this Section 9.02 to approve the particular form of any
    proposed supplemental Indenture, but it shall be sufficient if
    such consent shall approve the substance thereof.



 



    In the case of any Debt Securities subordinated pursuant to
    Article XII, an amendment under this Section 9.02 may
    not make any change that adversely affects the rights under
    Article XII of any holder of Senior Indebtedness then
    outstanding unless the holders of such Senior Indebtedness (or
    any group or Representative thereof authorized to give a
    consent) consent to such change.



 



    After an amendment under this Section 9.02 requiring the
    consent of the Holders of any series of Debt Securities becomes
    effective, the Issuers shall mail to Holders of that series of
    Debt Securities of each series affected thereby a notice briefly
    describing such amendment. The failure to give such notice to
    any such Holders, or any defect therein, shall not impair or
    affect the validity of an amendment under this Section 9.02
    with respect to other Holders.



 



    Section 9.03  Effect
    of Supplemental Indentures.  Upon the
    execution of any supplemental Indenture pursuant to the
    provisions of this Article IX, this Indenture shall be and
    be deemed to be modified and amended in accordance therewith and
    the respective rights, limitations of rights, obligations,
    duties and immunities under this Indenture of the Trustee, the
    Issuers, the Subsidiary Guarantors and the Holders shall
    thereafter be determined, exercised and enforced hereunder
    subject in all respects to such modifications and amendments,
    and all the terms and conditions of any such supplemental
    Indenture shall be and be deemed to be part of the terms and
    conditions of this Indenture for any and all purposes.



 



    The Trustee, subject to the provisions of Sections 7.01 and
    7.02, may receive an Officers’ Certificate and an Opinion
    of Counsel as conclusive evidence that any such supplemental
    Indenture complies with the provisions of this Article IX.



 



    Section 9.04  Debt
    Securities May Bear Notation of Changes by Supplemental
    Indentures.  Debt Securities of any series
    authenticated and delivered after the execution of any
    supplemental Indenture pursuant to the provisions of this
    Article IX may, and shall if required by the Trustee, bear
    a notation in form approved by the Trustee as to any matter
    provided for in such supplemental Indenture. New Debt Securities
    of any series so modified as to conform, in the opinion of the
    Trustee and the Board of Directors, to any modification of this
    Indenture contained in any such supplemental Indenture may be
    prepared and executed by the Issuers, authenticated by the
    Trustee and delivered in exchange for the Debt Securities of
    such series then Outstanding. Failure to make the appropriate
    notation or to issue a new Debt Security of such series shall
    not affect the validity of such amendment.



 




    ARTICLE X

    



 




    CONSOLIDATION,
    MERGER, SALE OR CONVEYANCE
    



 



    Section 10.01  Consolidations
    and Mergers of the Issuers.  Neither of the
    Issuers may consolidate or amalgamate with or merge with or into
    any Person, or sell, convey, transfer, lease or otherwise
    dispose of all or substantially all its assets to any Person,
    whether in a single transaction or a series of related
    transactions, unless: (a) either (i) such Issuer shall
    be the surviving Person in the case of a merger or (ii) the
    resulting, surviving or transferee Person if other than such
    Issuer (the “Successor Company”), shall be a
    partnership, limited liability company or corporation organized
    and existing under the laws of the United States, any State
    thereof or the District of Columbia and the Successor Company
    shall expressly assume, by an Indenture supplemental hereto,
    executed and delivered to the Trustee, in form satisfactory to
    the Trustee, all the obligations of such Issuer under this
    Indenture and the Debt Securities according to their tenor;
    (b) immediately after giving effect to such transaction or
    series of transactions (and treating any Debt which becomes an






    

    -36-








 







    obligation of the Successor Company or any Subsidiary of such
    Issuer as a result of such transaction as having been incurred
    by the Successor Company or such Subsidiary at the time of such
    transaction or series of transactions), no Default or Event of
    Default would occur or be continuing; (c) if such Issuer is
    not the continuing Person, then each Subsidiary Guarantor,
    unless it has become the Successor Company, shall confirm that
    its Guarantee shall continue to apply to the obligations under
    the Debt Securities and this Indenture; and (d) the Issuers
    shall have delivered to the Trustee an Officers’
    Certificate and an Opinion of Counsel, each stating that such
    consolidation, amalgamation, merger or disposition and such
    supplemental Indenture (if any) comply with this Indenture.



 



    Section 10.02  Rights
    and Duties of Successor Company.  In case of
    any consolidation, amalgamation or merger where such Issuer is
    not the continuing Person, or disposition of all or
    substantially all of the assets of such Issuer in accordance
    with Section 10.01, the Successor Company shall succeed to
    and be substituted for such Issuer with the same effect as if it
    had been named herein as the respective party to this Indenture,
    and the predecessor entity shall be released from all
    liabilities and obligations under this Indenture and the Debt
    Securities, except that no such release will occur in the case
    of a lease of all or substantially all of such Issuer’s
    assets. The Successor Company thereupon may cause to be signed,
    and may issue either in its own name or in the name of such
    Issuer, any or all the Debt Securities issuable hereunder which
    theretofore shall not have been signed by or on behalf of such
    Issuer and delivered to the Trustee; and, upon the order of the
    Successor Company, instead of such Issuer, and subject to all
    the terms, conditions and limitations in this Indenture
    prescribed, the Trustee shall authenticate and shall deliver any
    Debt Securities which previously shall have been signed and
    delivered by or on behalf of such Issuer to the Trustee for
    authentication, and any Debt Securities which the Successor
    Company thereafter shall cause to be signed and delivered to the
    Trustee for that purpose. All the Debt Securities so issued
    shall in all respects have the same legal rank and benefit under
    this Indenture as the Debt Securities theretofore or thereafter
    issued in accordance with the terms of this Indenture as though
    all such Debt Securities had been issued at the date of the
    execution hereof.



 



    In case of any such consolidation, amalgamation, merger, sale or
    disposition such changes in phraseology and form (but not in
    substance) may be made in the Debt Securities thereafter to be
    issued as may be appropriate.



 




    ARTICLE XI

    



 




    SATISFACTION
    AND DISCHARGE OF

    





    INDENTURE;
    DEFEASANCE; UNCLAIMED MONEYS
    



 



    Section 11.01  Applicability
    of Article.  The provisions of this
    Article XI relating to discharge or defeasance of Debt
    Securities shall be applicable to each series of Debt Securities
    except as otherwise specified pursuant to Section 2.03 for
    Debt Securities of such series.



 



    Section 11.02  Satisfaction
    and Discharge of Indenture; Defeasance.



 



    (a) If at any time the Issuers shall have delivered to the
    Trustee for cancellation all Debt Securities of any series
    theretofore authenticated and delivered (other than any Debt
    Securities of such series which shall have been destroyed, lost
    or stolen and which shall have been replaced or paid as provided
    in Section 2.09 and Debt Securities for whose payment money
    has theretofore been deposited in trust and thereafter repaid to
    the Issuers as provided in Section 11.05) or all Debt
    Securities of such series not theretofore delivered to the
    Trustee for cancellation shall have become due and payable, or
    are by their terms to become due and payable within one year or
    are to be called for redemption within one year under
    arrangements satisfactory to the Trustee for the giving of
    notice of redemption, and the Issuers shall deposit with the
    Trustee as trust funds the entire amount in cash sufficient to
    pay at final maturity or upon redemption all Debt Securities of
    such series not theretofore delivered to the Trustee for
    cancellation, including principal and premium, if any, and
    interest due or to become due on such date of maturity or
    Redemption Date, as the case may be, and if in either case
    the Issuers shall also pay or cause to be paid all other sums
    payable hereunder by the Issuers, then this Indenture shall
    cease to be of further effect (except as to any surviving rights
    of registration of transfer or exchange of such Debt Securities
    herein expressly provided for) with respect to the Debt
    Securities of such






    

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    series, and the Trustee, on demand of the Issuers accompanied by
    an Officers’ Certificate and an Opinion of Counsel and at
    the cost and expense of the Issuers, shall execute proper
    instruments acknowledging satisfaction of and discharging this
    Indenture with respect to the Debt Securities of such series.



 



    (b) Subject to Sections 11.02(c), 11.03 and 11.07, the
    Issuers at any time may terminate, with respect to Debt
    Securities of a particular series, all its obligations under the
    Debt Securities of such series and this Indenture with respect
    to the Debt Securities of such series (“legal defeasance
    option”) or the operation of (w) Sections 4.09
    and 4.10, (x) any covenant made applicable to such Debt
    Securities pursuant to Section 2.03,
    (y) Sections 6.01(d), (g) and (h) and
    (z) as they relate to the Subsidiary Guarantors only,
    Sections 6.01(e) and (f) (“covenant defeasance
    option”). If the Issuers exercise either their legal
    defeasance option or their covenant defeasance option with
    respect to Debt Securities of a particular series that are
    entitled to the benefit of the Guarantee, the Guarantee will
    terminate with respect to that series of Debt Securities. The
    Issuers may exercise their legal defeasance option
    notwithstanding its prior exercise of its covenant defeasance
    option.



 



    If the Issuers exercise their legal defeasance option, payment
    of the Debt Securities of the defeased series may not be
    accelerated because of an Event of Default. If the Issuers
    exercise their covenant defeasance option, payment of the Debt
    Securities of the defeased series may not be accelerated because
    of an Event of Default specified in Sections 6.01(d),
    (g) and (h) and, with respect to the Subsidiary
    Guarantors only, Sections 6.01(e) and (f).



 



    Upon satisfaction of the conditions set forth herein and upon
    request of the Issuers, the Trustee shall acknowledge in writing
    the discharge of those obligations that the Issuers terminate.



 



    (c) Notwithstanding clauses (a) and (b) above,
    the Issuers’ obligations in Sections 2.07, 2.09, 4.02,
    4.03, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06,
    11.05, 11.06 and 11.07 shall survive until the Debt Securities
    of the defeased series have been paid in full. Thereafter, the
    Issuers’ obligations in Sections 7.06, 11.05 and 11.06
    shall survive.



 



    Section 11.03  Conditions
    of Defeasance.  The Issuers may exercise their
    legal defeasance option or its covenant defeasance option with
    respect to Debt Securities of a particular series only if:



 



    (a) the Issuers irrevocably deposit in trust with the
    Trustee money or U.S. Government Obligations for the
    payment of principal of, and premium, if any, and interest on,
    the Debt Securities of such series to final maturity or
    redemption, as the case may be;



 



    (b) the Issuers deliver to the Trustee a certificate from a
    nationally recognized firm of independent accountants expressing
    their opinion that the payments of principal and interest when
    due and without reinvestment on the deposited
    U.S. Government Obligations plus any deposited money
    without investment will provide cash at such times and in such
    amounts as will be sufficient to pay the principal, premium, if
    any, and interest when due on all the Debt Securities of such
    series to final maturity or redemption, as the case may be;



 



    (c) 91 days pass after the deposit is made and during
    the 91-day
    period no Default specified in Section 6.01(e) or
    (f) with respect to the Issuers occurs which is continuing
    at the end of the period;



 



    (d) no Default has occurred and is continuing on the date
    of such deposit and after giving effect thereto;



 



    (e) the deposit does not constitute a default under any
    other agreement binding on the Issuers and, if the Debt
    Securities of such series are subordinated pursuant to
    Article XII, is not prohibited by Article XII;



 



    (f) the Issuers deliver to the Trustee an Opinion of
    Counsel to the effect that the trust resulting from the deposit
    does not constitute, or is qualified as, a regulated investment
    company under the Investment Company Act of 1940;



 



    (g) in the event of the legal defeasance option, the
    Issuers shall have delivered to the Trustee an Opinion of
    Counsel stating that the Issuers have received from the Internal
    Revenue Service a ruling, or since the date of this Indenture
    there has been a change in the applicable Federal income tax
    law, in






    

    -38-








 







    either case to the effect that, and based thereon such Opinion
    of Counsel shall confirm that, the Holders of Debt Securities of
    such series will not recognize income, gain or loss for Federal
    income tax purposes as a result of such defeasance and will be
    subject to Federal income tax on the same amounts, in the same
    manner and at the same times as would have been the case if such
    defeasance had not occurred;



 



    (h) in the event of the covenant defeasance option, the
    Issuers shall have delivered to the Trustee an Opinion of
    Counsel to the effect that the Holders of Debt Securities of
    such series will not recognize income, gain or loss for Federal
    income tax purposes as a result of such covenant defeasance and
    will be subject to Federal income tax on the same amounts, in
    the same manner and at the same times as would have been the
    case if such covenant defeasance had not occurred; and



 



    (i) the Issuers deliver to the Trustee an Officers’
    Certificate and an Opinion of Counsel, each stating that all
    conditions precedent to the defeasance and discharge of the Debt
    Securities of such series as contemplated by this
    Article XI have been complied with.



 



    Before or after a deposit, the Issuers may make arrangements
    satisfactory to the Trustee for the redemption of Debt
    Securities of such series at a future date in accordance with
    Article III.



 



    Section 11.04  Application
    of Trust Money.  The Trustee shall hold
    in trust money or U.S. Government Obligations deposited
    with it pursuant to this Article XI. It shall apply the
    deposited money and the money from U.S. Government
    Obligations through any paying agent and in accordance with this
    Indenture to the payment of principal of, and premium, if any,
    and interest on, the Debt Securities of the defeased series. In
    the event the Debt Securities of the defeased series are
    subordinated pursuant to Article XII, money and securities
    so held in trust are not subject to Article XII.



 



    Section 11.05  Repayment
    to Issuers.  The Trustee and any paying agent
    shall promptly turn over to the Issuers upon request any excess
    money or securities held by them at any time.



 



    Subject to any applicable abandoned property law, the Trustee
    and any paying agent shall pay to the Issuers upon request any
    money held by them for the payment of principal, premium or
    interest that remains unclaimed for two years, and, thereafter,
    Holders entitled to such money must look to the Issuers for
    payment as general creditors.



 



    Section 11.06  Indemnity
    for U.S. Government Obligations.  The
    Issuers shall pay and shall indemnify the Trustee and the
    Holders against any tax, fee or other charge imposed on or
    assessed against deposited U.S. Government Obligations or
    the principal and interest received on such U.S. Government
    Obligations.



 



    Section 11.07  Reinstatement.  If
    the Trustee or any paying agent is unable to apply any money or
    U.S. Government Obligations in accordance with this
    Article XI by reason of any legal proceeding or by reason
    of any order or judgment of any court or government authority
    enjoining, restraining or otherwise prohibiting such
    application, the Issuers’ obligations under this Indenture
    and the Debt Securities of the defeased series shall be revived
    and reinstated as though no deposit had occurred pursuant to
    this Article XI until such time as the Trustee or any
    paying agent is permitted to apply all such money or
    U.S. Government Obligations in accordance with this
    Article XI.



 




    ARTICLE XII

    



 




    SUBORDINATION
    OF DEBT SECURITIES AND GUARANTEE
    



 



    Section 12.01  Applicability
    of Article; Agreement to Subordinate.  The
    provisions of this Article XII shall only be applicable to
    the Debt Securities of any series (Debt Securities of such
    series referred to in this Article XII as
    “Subordinated Debt Securities”) designated, pursuant
    to Section 2.03, as subordinated to Senior Indebtedness and
    any related Guarantee of such Subordinated Debt Securities. Each
    Holder by accepting a Subordinated Debt Security agrees that the
    Debt evidenced by such Subordinated Debt Security and any
    related Guarantee of such Subordinated Debt Security is
    subordinated in right of payment, to the extent and in the
    manner provided in this Article XII, to the prior payment
    of all Senior Indebtedness and that the






    

    -39-








 







    subordination is for the benefit of and enforceable by the
    holders of Senior Indebtedness. All provisions of this
    Article XII shall be subject to Section 12.12.



 



    Section 12.02  Liquidation,
    Dissolution, Bankruptcy.  Upon any payment or
    distribution of the assets of any of the Issuers or the
    Subsidiary Guarantors to creditors (i) upon a liquidation
    or a dissolution of any of the Issuers or the Subsidiary
    Guarantors or (ii) in a bankruptcy, reorganization,
    insolvency, receivership or similar proceeding relating to any
    of the Issuers or the Subsidiary Guarantors or its property:



 



    (a) holders of Senior Indebtedness of the Issuers or any
    Subsidiary Guarantor, as the case may be, shall be entitled to
    receive payment in full in cash of such Senior Indebtedness of
    such Person (including interest (if any), accruing on or after
    the commencement of a proceeding in bankruptcy, whether or not
    allowed as a claim against any of the Issuers or the Subsidiary
    Guarantors, as the case may be, in such bankruptcy proceeding)
    before Holders of Subordinated Debt Securities and any related
    Guarantee shall be entitled to receive any payment of principal
    of, or premium, if any, or interest on, the Subordinated Debt
    Securities from the Issuers, or any payment in respect of the
    Guarantee from the Subsidiary Guarantors; and



 



    (b) until the Senior Indebtedness of the Issuers or any
    Subsidiary Guarantor, as the case may be, is paid in full, any
    distribution to which Holders of Subordinated Debt Securities
    and any related Guarantee would be entitled but for this
    Article XII shall be made to holders of Senior Indebtedness
    of the Issuers or the Subsidiary Guarantors, as the case may be,
    as their interests may appear, except that such Holders may
    receive capital stock and any debt securities that are
    subordinated to Senior Indebtedness of any of the Issuers or the
    Subsidiary Guarantors, as the case may be, to at least the same
    extent as the Subordinated Debt Securities of the Issuers or the
    related Guarantee of any Subsidiary Guarantor, respectively.



 



    Section 12.03  Default
    on Senior Indebtedness.  The Issuers and the
    Subsidiary Guarantors may not pay the principal of, or premium,
    if any, or interest on, the Subordinated Debt Securities or any
    related Guarantee or make any deposit pursuant to
    Article XI and may not repurchase, redeem or otherwise
    retire (except, in the case of Subordinated Debt Securities that
    provide for a mandatory sinking fund pursuant to
    Section 3.05, by the delivery of Subordinated Debt
    Securities by the Issuers to the Trustee pursuant to the first
    paragraph of Section 3.05) any Subordinated Debt Securities
    (collectively, “pay the Subordinated Debt Securities”)
    if any principal, premium or interest in respect of Senior
    Indebtedness of such Person is not paid within any applicable
    grace period (including at maturity) or any other default on
    Senior Indebtedness of such Person occurs and the maturity of
    such Senior Indebtedness is accelerated in accordance with its
    terms unless and until the default has been cured or waived and
    any such acceleration has been rescinded or such Senior
    Indebtedness has been paid in full in cash; provided, however,
    that the Issuers and the Subsidiary Guarantors may make payments
    on the Subordinated Debt Securities or any related Guarantee
    without regard to the foregoing if the Issuers and the Trustee
    receive written notice approving such payment from the
    Representative of each issue of Designated Senior Indebtedness.
    During the continuance of any other default with respect to any
    Designated Senior Indebtedness pursuant to which the maturity
    thereof may be accelerated immediately without further notice
    (except such notice as may be required to effect such
    acceleration) or the expiration of any applicable grace periods,
    the Issuers and the Subsidiary Guarantors may not make payments
    on the Subordinated Debt Securities or any related Guarantee for
    a period (a “Payment Blockage Period”) commencing upon
    the receipt by the Issuers and the Trustee (and if such
    Designated Senior Indebtedness is Debt of a Subsidiary
    Guarantor, the Subsidiary Guarantor) of written notice of such
    default from the Representative of any Designated Senior
    Indebtedness specifying an election to effect a Payment Blockage
    Period (a “Blockage Notice”) and ending 179 days
    thereafter (or earlier if such Payment Blockage Period is
    terminated by written notice to the Trustee and the Issuers (and
    if such Designated Senior Indebtedness is Debt of a Subsidiary
    Guarantor, the Subsidiary Guarantor) from the Person or Persons
    who gave such Blockage Notice, by repayment in full in cash of
    such Designated Senior Indebtedness or because the default
    giving rise to such Blockage Notice is no longer continuing).
    Notwithstanding the provisions described in the immediately
    preceding sentence (but subject to the provisions contained in
    Section 12.02 and the first sentence of this
    Section 12.03), unless the holders of such Designated
    Senior Indebtedness or the Representative of such holders shall
    have accelerated the maturity of such Designated Senior
    Indebtedness, the Issuers and the






    

    -40-








 







    Subsidiary Guarantors may resume payments on the Subordinated
    Debt Securities and related Guarantees after such Payment
    Blockage Period. Not more than one Blockage Notice may be given
    in any consecutive
    360-day
    period, irrespective of the number of defaults with respect to
    any number of issues of Designated Senior Indebtedness during
    such period, unless otherwise specified pursuant to
    Section 2.03 for the Subordinated Debt Securities of a
    series; provided, however, that in no event may the total number
    of days during which any Payment Blockage Period or Periods is
    in effect exceed 179 days in the aggregate during any 360
    consecutive day period. For purposes of this Section 12.03,
    no default or event of default which existed or was continuing
    on the date of the commencement of any Payment Blockage Period
    with respect to the Designated Senior Indebtedness initiating
    such Payment Blockage Perio d shall be, or be made, the basis of
    the commencement of a subsequent Payment Blockage Period by the
    Representative of such Designated Senior Indebtedness, whether
    or not within a period of 360 consecutive days, unless such
    default or event of default shall have been cured or waived for
    a period of not less than 90 consecutive days.



 



    Section 12.04  Acceleration
    of Payment of Debt Securities.  If payment of
    the Subordinated Debt Securities is accelerated because of an
    Event of Default, the Issuers shall promptly notify the holders
    of the Designated Senior Indebtedness (or their Representatives)
    of the acceleration.



 



    Section 12.05  When
    Distribution Must Be Paid Over.  If a
    distribution is made to Holders of Subordinated Debt Securities
    or a related Guarantee that because of this Article XII
    should not have been made to them, the Holders who receive such
    distribution shall hold it in trust for holders of Senior
    Indebtedness and pay it over to them as their interests may
    appear.



 



    Section 12.06  Subrogation.  After
    all Senior Indebtedness is paid in full and until the
    Subordinated Debt Securities are paid in full, Holders thereof
    shall be subrogated to the rights of holders of Senior
    Indebtedness to receive distributions applicable to Senior
    Indebtedness. A distribution made under this Article XII to
    holders of Senior Indebtedness which otherwise would have been
    made to Holders of Subordinated Debt Securities is not, as
    between the Issuers or the Subsidiary Guarantors, as the case
    may be, and such Holders, a payment by the Issuers or the
    Subsidiary Guarantors, as the case may be, on Senior
    Indebtedness.



 



    Section 12.07  Relative
    Rights.  This Article XII defines the
    relative rights of Holders of Subordinated Debt Securities and
    holders of Senior Indebtedness. Nothing in this Indenture shall:



 



    (a) impair, as between the Issuers or the Subsidiary
    Guarantors, as the case may be, and Holders of Subordinated Debt
    Securities, the obligation of the Issuers or the Subsidiary
    Guarantors, as the case may be, which is absolute and
    unconditional, to pay principal of, and premium, if any, and
    interest on, the Subordinated Debt Securities in accordance with
    their terms; or



 



    (b) prevent the Trustee or any Holder of Subordinated Debt
    Securities from exercising its available remedies upon an Event
    of Default, subject to the rights of holders of Senior
    Indebtedness to receive distributions otherwise payable to
    Holders of Subordinated Debt Securities.



 



    Section 12.08  Subordination
    May Not Be Impaired by Issuers.  No right of
    any holder of Senior Indebtedness to enforce the subordination
    of the Debt evidenced by the Subordinated Debt Securities and
    the Guarantee in respect thereof shall be impaired by any act or
    failure to act by any of the Issuers or the Subsidiary
    Guarantors or by its failure to comply with this Indenture.



 



    Section 12.09  Rights
    of Trustee and Paying Agent.  Notwithstanding
    Sections 12.02 and 12.03, the Trustee or any paying agent
    may continue to make payments on Subordinated Debt Securities
    and shall not be charged with knowledge of the existence of
    facts that would prohibit the making of any such payments
    unless, not less than two Business Days prior to the date of
    such payment, a responsible officer of the Trustee receives
    notice satisfactory to it that payments may not be made under
    this Article XII. The Issuers, the Registrar, any paying
    agent, a Representative or a holder of Senior Indebtedness may
    give the notice; provided, however, that, if an issue of Senior
    Indebtedness has a Representative, only the Representative may
    give the notice on behalf of the Holders of the Senior
    Indebtedness of that issue.





    

    -41-








 







    The Trustee in its individual or any other capacity may hold
    Senior Indebtedness with the same rights it would have if it
    were not Trustee. The Registrar and any paying agent may do the
    same with like rights. The Trustee shall be entitled to all the
    rights set forth in this Article XII with respect to any
    Senior Indebtedness which may at any time be held by it, to the
    same extent as any other holder of Senior Indebtedness; and
    nothing in Article VII shall deprive the Trustee of any of
    its rights as such holder. Nothing in this Article XII
    shall apply to claims of, or payments to, the Trustee under or
    pursuant to Section 7.06.



 



    Section 12.10  Distribution
    or Notice to Representative.  Whenever a
    distribution is to be made or a notice given to holders of
    Senior Indebtedness, the distribution may be made and the notice
    given to their Representative (if any).



 



    Section 12.11  Article XII
    Not to Prevent Defaults or Limit Right to
    Accelerate.  The failure to make a payment
    pursuant to the Subordinated Debt Securities, whether directly
    or pursuant to the Guarantee, by reason of any provision in this
    Article XII shall not be construed as preventing the
    occurrence of a Default. Nothing in this Article XII shall
    have any effect on the right of the Holders or the Trustee to
    accelerate the maturity of either the Subordinated Debt
    Securities or the Debt Securities, as the case may be.



 



    Section 12.12  Trust Moneys
    Not Subordinated.  Notwithstanding anything
    contained herein to the contrary, payments from money or the
    proceeds of U.S. Government Obligations held in trust under
    Article XI by the Trustee for the payment of principal of,
    and premium, if any, and interest on, the Subordinated Debt
    Securities or the Debt Securities shall not be subordinated to
    the prior payment of any Senior Indebtedness or subject to the
    restrictions set forth in this Article XII, and none of the
    Holders thereof shall be obligated to pay over any such amount
    to the Issuers, the Subsidiary Guarantors or any holder of
    Senior Indebtedness of the Issuers or the Subsidiary Guarantors
    or any other creditor of the Issuers or the Guarantor.



 



    Section 12.13  Trustee
    Entitled to Rely.  Upon any payment or
    distribution pursuant to this Article XII, the Trustee and
    the Holders shall be entitled to rely upon any order or decree
    of a court of competent jurisdiction in which any proceedings of
    the nature referred to in Section 12.02 are pending, upon a
    certificate of the liquidating trustee or agent or other Person
    making such payment or distribution to the Trustee or to such
    Holders or upon the Representatives for the holders of Senior
    Indebtedness for the purpose of ascertaining the Persons
    entitled to participate in such payment or distribution, the
    holders of the Senior Indebtedness and other Debt of any of the
    Issuers or the Subsidiary Guarantors, the amount thereof or
    payable thereon, the amount or amounts paid or distributed
    thereon and all other facts pertinent thereto or to this
    Article XII. In the event that the Trustee determines, in
    good faith, that evidence is required with respect to the right
    of any Person as a holder of Senior Indebtedness to participate
    in any payment or distribution pursuant to this
    Article XII, the Trustee may request such Person to furnish
    evidence to the reasonable satisfaction of the Trustee as to the
    amount of Senior Indebtedness held by such Person, the extent to
    which such Person is entitled to participate in such payment or
    distribution and other facts pertinent to the rights of such
    Person under this Article XII, and, if such evidence is not
    furnished, the Trustee may defer any payment to such Person
    pending judicial determination as to the right of such Person to
    receive such payment. The provisions of Sections 7.01 and
    7.02 shall be applicable to all actions or omissions of actions
    by the Trustee pursuant to this Article XII.



 



    Section 12.14  Trustee
    to Effectuate Subordination.  Each Holder by
    accepting a Subordinated Debt Security authorizes and directs
    the Trustee on his behalf to take such action as may be
    necessary or appropriate to acknowledge or effectuate the
    subordination between the Holders of Subordinated Debt
    Securities and the holders of Senior Indebtedness as provided in
    this Article XII and appoints the Trustee as
    attorney-in-fact for any and all such purposes.



 



    Section 12.15  Trustee
    Not Fiduciary for Holders of Senior
    Indebtedness.  The Trustee shall not be deemed
    to owe any fiduciary duty to the holders of Senior Indebtedness
    and shall not be liable to any such holders if it shall
    mistakenly pay over or distribute to Holders of Subordinated
    Debt Securities or any of the Issuers or the Subsidiary
    Guarantors or any other Person, money or assets to which any
    holders of Senior Indebtedness shall be entitled by virtue of
    this Article XII or otherwise.





    

    -42-








 







    Section 12.16  Reliance
    by Holders of Senior Indebtedness on Subordination
    Provisions.  Each Holder by accepting a
    Subordinated Debt Security acknowledges and agrees that the
    foregoing subordination provisions are, and are intended to be,
    an inducement and a consideration to each holder of any Senior
    Indebtedness, whether such Senior Indebtedness was created or
    acquired before or after the issuance of the Subordinated Debt
    Securities, to acquire and continue to hold, or to continue to
    hold, such Senior Indebtedness and such holder of Senior
    Indebtedness shall be deemed conclusively to have relied on such
    subordination provisions in acquiring and continuing to hold, or
    in continuing to hold, such Senior Indebtedness.



 




    ARTICLE XIII

    



 




    MISCELLANEOUS
    PROVISIONS
    



 



    Section 13.01  Successors
    and Assigns of Issuers Bound by
    Indenture.  All the covenants, stipulations,
    promises and agreements in this Indenture contained by or in
    behalf of the Issuers, the Subsidiary Guarantors or the Trustee
    shall bind their respective successors and assigns, whether so
    expressed or not.



 



    Section 13.02  Acts
    of Board, Committee or Officer of Successor Issuer
    Valid.  Any act or proceeding by any provision
    of this Indenture authorized or required to be done or performed
    by any board, committee or officer of either of the Issuers
    shall and may be done and performed with like force and effect
    by the like board, committee or officer of any Successor Company.



 



    Section 13.03  Required
    Notices or Demands.  Any notice or
    communication by the Issuers, the Subsidiary Guarantors or the
    Trustee to the others is duly given if in writing in the English
    language and delivered in Person or mailed by registered or
    certified mail (return receipt requested), telecopier or
    overnight air courier guaranteeing next day delivery, to the
    other’s address:



 



    If to the Issuers or any Subsidiary Guarantor:



 



    Calumet Specialty Products Partners, L.P.

    2780 Waterfront Pkwy E. Drive, Suite 200

    Indianapolis, Indiana 46214

    Attention: Jennifer G. Straumins

    Telecopy No.
    (317) 328-5668

    If to the Trustee:



 



    [                    ]



 



    The Issuers, any Subsidiary Guarantor or the Trustee by notice
    to the others may designate additional or different addresses
    for subsequent notices or communications.



 



    All notices and communications shall be deemed to have been duly
    given: at the time delivered by hand, if personally delivered;
    five Business Days after being deposited in the mail, postage
    prepaid, if mailed; on the first Business Day on or after being
    sent, if telecopied and the sender receives confirmation of
    successful transmission; and the next Business Day after timely
    delivery to the courier, if sent by overnight air courier
    guaranteeing next day delivery.



 



    Any notice required or permitted to a Holder by the Issuers, any
    Subsidiary Guarantor or the Trustee pursuant to the provisions
    of this Indenture shall be deemed to be properly mailed by being
    deposited postage prepaid in a post office letter box in the
    United States addressed to such Holder at the address of such
    Holder as shown on the Debt Security Register. Any report
    pursuant to Section 313 of the TIA shall be transmitted in
    compliance with subsection (c) therein.



 



    Notwithstanding the foregoing, any notice to Holders of Floating
    Rate Securities regarding the determination of a periodic rate
    of interest, if such notice is required pursuant to
    Section 2.03, shall be sufficiently given if given in the
    manner specified pursuant to Section 2.03.





    

    -43-








 







    In the event of suspension of regular mail service or by reason
    of any other cause it shall be impracticable to give notice by
    mail, then such notification as shall be given with the approval
    of the Trustee shall constitute sufficient notice for every
    purpose hereunder.



 



    In the event it shall be impracticable to give notice by
    publication, then such notification as shall be given with the
    approval of the Trustee shall constitute sufficient notice for
    every purpose hereunder.



 



    Failure to mail a notice or communication to a Holder or any
    defect in it or any defect in any notice by publication as to a
    Holder shall not affect the sufficiency of such notice with
    respect to other Holders. If a notice or communication is mailed
    or published in the manner provided above, it is conclusively
    presumed duly given.



 



    Section 13.04  Indenture
    and Debt Securities to Be Construed in Accordance with the Laws
    of the State of New York.  THIS INDENTURE,
    EACH DEBT SECURITY AND THE GUARANTEE SHALL BE DEEMED TO BE NEW
    YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
    CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.



 



    Section 13.05  Officers’
    Certificate and Opinion of Counsel to Be Furnished upon
    Application or Demand by the Issuers.  Upon
    any application or demand by the Issuers to the Trustee to take
    any action under any of the provisions of this Indenture, each
    of the Issuers shall furnish to the Trustee an Officers’
    Certificate stating that all conditions precedent provided for
    in this Indenture relating to the proposed action have been
    complied with and an Opinion of Counsel stating that, in the
    opinion of such counsel, all such conditions precedent have been
    complied with, except that in the case of any such application
    or demand as to which the furnishing of such document is
    specifically required by any provision of this Indenture
    relating to such particular application or demand, no additional
    certificate or opinion need be furnished.



 



    Each certificate or opinion provided for in this Indenture and
    delivered to the Trustee with respect to compliance with a
    condition or covenant provided for in this Indenture shall
    include (a) a statement that the Person making such
    certificate or opinion has read such covenant or condition,
    (b) a brief statement as to the nature and scope of the
    examination or investigation upon which the statements or
    opinions contained in such certificate or opinion are based,
    (c) a statement that, in the opinion of such Person, he has
    made such examination or investigation as is necessary to enable
    him to express an informed opinion as to whether or not such
    covenant or condition has been complied with and (d) a
    statement as to whether or not, in the opinion of such Person,
    such condition or covenant has been complied with.



 



    Section 13.06  Payments
    Due on Legal Holidays.  In any case where the
    date of maturity of interest on or principal of and premium, if
    any, on the Debt Securities of a series or the date fixed for
    redemption or repayment of any Debt Security or the making of
    any sinking fund payment shall not be a Business Day at any
    Place of Payment for the Debt Securities of such series, then
    payment of interest or principal and premium, if any, or the
    making of such sinking fund payment need not be made on such
    date at such Place of Payment, but may be made on the next
    succeeding Business Day at such Place of Payment with the same
    force and effect as if made on the date of maturity or the date
    fixed for redemption, and no interest shall accrue for the
    period after such date. If a record date is not a Business Day,
    the record date shall not be affected.



 



    Section 13.07  Provisions
    Required by TIA to Control.  If and to the
    extent that any provision of this Indenture limits, qualifies or
    conflicts with another provision included in this Indenture
    which is required to be included in this Indenture by any of
    Sections 310 to 318, inclusive, of the TIA, such required
    provision shall control.



 



    Section 13.08  Computation
    of Interest on Debt Securities.  Interest, if
    any, on the Debt Securities shall be computed on the basis of a
    360-day year
    of twelve
    30-day
    months, except as may otherwise be provided pursuant to
    Section 2.03.



 



    Section 13.09  Rules
    by Trustee, Paying Agent and Registrar.  The
    Trustee may make reasonable rules for action by or a meeting of
    Holders. The Registrar and any paying agent may make reasonable
    rules for their functions.





    

    -44-








 







    Section 13.10  No
    Recourse Against Others.  The General Partner
    and its directors, officers, employees and members, as such,
    shall have no liability for any obligations of the Subsidiary
    Guarantors or the Issuers under the Debt Securities, this
    Indenture or the Guarantee or for any claim based on, in respect
    of, or by reason of, such obligations or their creation. By
    accepting a Debt Security, each Holder shall be deemed to have
    waived and released all such liability. The waiver and release
    shall be part of the consideration for the issue of the Debt
    Securities.



 



    Section 13.11  Severability.  In
    case any provision in this Indenture or the Debt Securities
    shall be invalid, illegal or unenforceable, the validity,
    legality and enforceability of the remaining provisions shall
    not in any way be affected or impaired thereby.



 



    Section 13.12  Effect
    of Headings.  The article and section headings
    herein and in the Table of Contents are for convenience only and
    shall not affect the construction hereof.



 



    Section 13.13  Indenture
    May Be Executed in Counterparts.  This
    Indenture may be executed in any number of counterparts, each of
    which shall be an original; but such counterparts shall together
    constitute but one and the same instrument.



 




    ARTICLE XIV

    



 




    GUARANTEE
    



 



    Section 14.01  Unconditional
    Guarantee.



 



    (a) Notwithstanding any provision of this Article XIV
    to the contrary, the provisions of this Article XIV shall
    be applicable only to, and inure solely to the benefit of, the
    Debt Securities of any series designated, pursuant to
    Section 2.03, as entitled to the benefits of the Guarantee
    of each of the Subsidiary Guarantors.



 



    (b) For value received, each of the Subsidiary Guarantors
    hereby fully, unconditionally and absolutely guarantees (the
    “Guarantee”) to the Holders and to the Trustee the due
    and punctual payment of the principal of, and premium, if any,
    and interest on the Debt Securities and all other amounts due
    and payable under this Indenture and the Debt Securities by the
    Issuers, when and as such principal, premium, if any, and
    interest shall become due and payable, whether at the Stated
    Maturity or by declaration of acceleration, call for redemption
    or otherwise, according to the terms of the Debt Securities and
    this Indenture, subject to (i) the limitations set forth in
    Section 14.03 and (ii) in the case of the Guarantee of
    the Subordinated Debt Securities, to the subordination
    provisions contained in Article XII.



 



    (c) Failing payment when due of any amount guaranteed
    pursuant to the Guarantee, for whatever reason, each of the
    Subsidiary Guarantors will be jointly and severally obligated to
    pay the same immediately, subject, in the case of the Guarantee
    of the Subordinated Debt Securities, to the subordination
    provisions contained in Article XII. The Guarantee
    hereunder (other than the Guarantee of Subordinated Debt
    Securities) is intended to be a general, unsecured, senior
    obligation of each of the Subsidiary Guarantors and will rank
    pari passu in right of payment with all Debt of each Subsidiary
    Guarantor that is not, by its terms, expressly subordinated in
    right of payment to the Guarantee. Each of the Subsidiary
    Guarantors hereby agrees that its obligations hereunder shall be
    full, unconditional and absolute, irrespective of the validity,
    regularity or enforceability of the Debt Securities, the
    Guarantee (including the Guarantee of any other Subsidiary
    Guarantor) or this Indenture, the absence of any action to
    enforce the same, any waiver or consent by any Holder of the
    Debt Securities with respect to any provisions hereof or
    thereof, the recovery of any judgment against either of the
    Issuers or any other Subsidiary Guarantor, or any action to
    enforce the same or any other circumstances which might
    otherwise constitute a legal or equitable discharge or defense
    of any of the Subsidiary Guarantors. Each of the Subsidiary
    Guarantors hereby agrees that in the event of a default in
    payment of the principal of, or premium, if any, or interest on
    the Debt Securities, whether at the Stated Maturity or by
    declaration of acceleration, call for redemption or otherwise,
    legal proceedings may be instituted by the Trustee on behalf of
    the Holders or, subject to Section 6.04, by the Holders, on
    the terms and conditions set forth in this Indenture, directly
    against such Subsidiary Guarantor to enforce the Guarantee
    without first proceeding against either of the Issuers or any
    other Subsidiary Guarantor.





    

    -45-








 







    (d) The obligations of each of the Subsidiary Guarantors
    under this Article XIV shall be as aforesaid full,
    unconditional and absolute and shall not be impaired, modified,
    released or limited by any occurrence or condition whatsoever,
    including, without limitation, (A) any compromise,
    settlement, release, waiver, renewal, extension, indulgence or
    modification of, or any change in, any of the obligations and
    liabilities of any of the Issuers or the Subsidiary Guarantors
    contained in the Debt Securities or this Indenture, (B) any
    impairment, modification, release or limitation of the liability
    of any of the Issuers or the Subsidiary Guarantors or any of
    their estates in bankruptcy, or any remedy for the enforcement
    thereof, resulting from the operation of any present or future
    provision of any applicable Bankruptcy Law, as amended, or other
    statute or from the decision of any court, (C) the
    assertion or exercise by any of the Issuers, the Subsidiary
    Guarantors or the Trustee of any rights or remedies under the
    Debt Securities or this Indenture or their delay in or failure
    to assert or exercise any such rights or remedies, (D) the
    assignment or the purported assignment of any property as
    security for the Debt Securities, including all or any part of
    the rights of any of the Issuers or the Subsidiary Guarantors
    under this Indenture, (E) the extension of the time for
    payment by any of the Issuers or the Subsidiary Guarantors of
    any payments or other sums or any part thereof owing or payable
    under any of the terms and provisions of the Debt Securities or
    this Indenture or of the time for performance by any of the
    Issuers or the Subsidiary Guarantors of any other obligations
    under or arising out of any such terms and provisions or the
    extension or the renewal of any thereof, (F) the
    modification or amendment (whether material or otherwise) of any
    duty, agreement or obligation of any of the Issuers or the
    Subsidiary Guarantors set forth in this Indenture, (G) the
    voluntary or involuntary liquidation, dissolution, sale or other
    disposition of all or substantially all of the assets,
    marshaling of assets and liabilities, receivership, insolvency,
    bankruptcy, assignment for the benefit of creditors,
    reorganization, arrangement, composition or readjustment of, or
    other similar proceeding affecting, any of the Issuers or the
    Subsidiary Guarantors or any of their respective assets, or the
    disaffirmance of the Debt Securities, the Guarantee or this
    Indenture in any such proceeding, (H) the release or
    discharge of any of the Issuers or the Subsidiary Guarantors
    from the performance or observance of any agreement, covenant,
    term or condition contained in any of such instruments by
    operation of law, (I) the unenforceability of the Debt
    Securities, the Guarantee or this Indenture or (J) any
    other circumstances (other than payment in full or discharge of
    all amounts guaranteed pursuant to the Guarantee) which might
    otherwise constitute a legal or equitable discharge of a surety
    or guarantor.



 



    (e) Each of the Subsidiary Guarantors hereby
    (A) waives diligence, presentment, demand of payment,
    filing of claims with a court in the event of the merger,
    insolvency or bankruptcy of any of the Issuers or the Subsidiary
    Guarantors, and all demands whatsoever, (B) acknowledges
    that any agreement, instrument or document evidencing the
    Guarantee may be transferred and that the benefit of its
    obligations hereunder shall extend to each holder of any
    agreement, instrument or document evidencing the Guarantee
    without notice to it and (C) covenants that the Guarantee
    will not be discharged except by complete performance of the
    Guarantee. Each of the Subsidiary Guarantors further agrees that
    if at any time all or any part of any payment theretofore
    applied by any Person to the Guarantee is, or must be, rescinded
    or returned for any reason whatsoever, including without
    limitation, the insolvency, bankruptcy or reorganization of any
    of the Issuers or the Subsidiary Guarantors, the Guarantee
    shall, to the extent that such payment is or must be rescinded
    or returned, be deemed to have continued in existence
    notwithstanding such application, and the Guarantee shall
    continue to be effective or be reinstated, as the case may be,
    as though such application had not been made.



 



    (f) Each of the Subsidiary Guarantors shall be subrogated
    to all rights of the Holders and the Trustee against the Issuers
    in respect of any amounts paid by such Subsidiary Guarantor
    pursuant to the provisions of this Indenture, provided, however,
    that such Subsidiary Guarantor, shall not be entitled to enforce
    or to receive any payments arising out of, or based upon, such
    right of subrogation until all of the Debt Securities and the
    Guarantee shall have been paid in full or discharged.



 



    Section 14.02  Execution
    and Delivery of Guarantee.  To further
    evidence the Guarantee set forth in Section 14.01, each of
    the Subsidiary Guarantors hereby agrees that a notation relating
    to such Guarantee, substantially in the form attached hereto as
    Annex A, shall be endorsed on each Debt Security entitled
    to the benefits of the Guarantee authenticated and delivered by
    the Trustee and executed by either manual or facsimile signature
    of an Officer of such Subsidiary Guarantor. Each of the
    Subsidiary Guarantors hereby agrees that the Guarantee set forth
    in Section 14.01 shall remain in full force and effect
    notwithstanding any






    

    -46-








 







    failure to endorse on each Debt Security a notation relating to
    the Guarantee. If any Officer of any Subsidiary Guarantor whose
    signature is on this Indenture or a Debt Security no longer
    holds that office at the time the Trustee authenticates such
    Debt Security or at any time thereafter, the Guarantee of such
    Debt Security shall be valid nevertheless. The delivery of any
    Debt Security by the Trustee, after the authentication thereof
    hereunder, shall constitute due delivery of the Guarantee set
    forth in this Indenture on behalf of the Subsidiary Guarantors.



 



    The Trustee hereby accepts the trusts in this Indenture upon the
    terms and conditions herein set forth.



 



    Section 14.03  Limitation
    on Subsidiary Guarantors’
    Liability.  Each Subsidiary Guarantor and by
    its acceptance hereof each Holder of a Debt Security entitled to
    the benefits of the Guarantee hereby confirm that it is the
    intention of all such parties that the guarantee by such
    Subsidiary Guarantor pursuant to the Guarantee not constitute a
    fraudulent transfer or conveyance for purposes of any Federal or
    state law. To effectuate the foregoing intention, the Holders of
    a Debt Security entitled to the benefits of the Guarantee and
    the Subsidiary Guarantors hereby irrevocably agree that the
    obligations of each Subsidiary Guarantor under the Guarantee
    shall be limited to the maximum amount as will, after giving
    effect to all other contingent and fixed liabilities of such
    Subsidiary Guarantor and to any collections from or payments
    made by or on behalf of any other Subsidiary Guarantor in
    respect of the obligations of such other Subsidiary Guarantor
    under the Guarantee, not result in the obligations of such
    Subsidiary Guarantor under the Guarantee constituting a
    fraudulent conveyance or fraudulent transfer under Federal or
    state law.



 



    Section 14.04  Release
    of Subsidiary Guarantors from Guarantee.



 



    (a) Notwithstanding any other provisions of this Indenture,
    the Guarantee of any Subsidiary Guarantor may be released upon
    the terms and subject to the conditions set forth in
    Section 11.02(b) and in this Section 14.04. Provided
    that no Default shall have occurred and shall be continuing
    under this Indenture, the Guarantee incurred by a Subsidiary
    Guarantor pursuant to this Article XIV shall be
    unconditionally released and discharged (i) automatically
    upon (A) any sale, exchange or transfer, whether by way of
    merger or otherwise, to any Person that is not an Affiliate of
    the Partnership, of all of the Partnership’s direct or
    indirect limited partnership or other equity interests in such
    Subsidiary Guarantor (provided such sale, exchange or transfer
    is not prohibited by this Indenture) or (B) the merger of
    such Subsidiary Guarantor into either of the Issuers or any
    other Subsidiary Guarantor or the liquidation and dissolution of
    such Subsidiary Guarantor (in each case to the extent not
    prohibited by this Indenture) or (ii) upon the
    Issuers’ delivery of a written notice to the Trustee of the
    release or discharge of all guarantees by such Subsidiary
    Guarantor of any Debt of the Issuers other than obligations
    arising under this Indenture and any Debt Securities issued
    hereunder, except a discharge or release by or as a result of
    payment under such guarantees.



 



    (b) The Trustee shall deliver an appropriate instrument
    evidencing any release of a Subsidiary Guarantor from the
    Guarantee upon receipt of a written request of the Issuers
    accompanied by an Officers’ Certificate and an Opinion of
    Counsel to the effect that the Subsidiary Guarantor is entitled
    to such release in accordance with the provisions of this
    Indenture. Any Subsidiary Guarantor not so released shall remain
    liable for the full amount of principal of (and premium, if any)
    and interest on the Debt Securities entitled to the benefits of
    the Guarantee as provided in this Indenture, subject to the
    limitations of Section 14.03.



 



    Section 14.05  Subsidiary
    Guarantor Contribution.  In order to provide
    for just and equitable contribution among the Subsidiary
    Guarantors, the Subsidiary Guarantors hereby agree, inter se,
    that in the event any payment or distribution is made by any
    Subsidiary Guarantor (a “Funding Guarantor”) under the
    Guarantee, such Funding Guarantor shall be entitled to a
    contribution from each other Subsidiary Guarantor (if any) in a
    pro rata amount based on the net assets of each Subsidiary
    Guarantor (including the Funding Guarantor) for all payments,
    damages and expenses incurred by that Funding Guarantor in
    discharging the Issuers’ obligations with respect to the
    Debt Securities or any other Subsidiary Guarantor’s
    obligations with respect to the Guarantee.



 




    [Remainder
    of This Page Intentionally Left Blank.]
    





    

    -47-








 







    IN WITNESS WHEREOF, the parties hereto have caused this
    Indenture to be duly executed, all as of the day and year first
    above written.



 



    CALUMET SPECIALTY PRODUCTS

    PARTNERS, L.P.



 


			
	 	    By: 
	
    CALUMET GP, LLC,

    its General Partner









 



    .



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    CALUMET FINANCE CORP.



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    [NAME OF SUBSIDIARY GUARANTOR(S)]



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 



    [                    ],
    as Trustee



 


			
	 	    By: 
	
        









    Name:     



			
	 	    Title: 
	





 




    [Signature
    Page to Subordinated Indenture]
    





    

    -48-








 








    ANNEX A



 




    NOTATION
    OF GUARANTEE



 



    Each of the Subsidiary Guarantors (which term includes any
    successor Person under the Indenture), has fully,
    unconditionally and absolutely guaranteed, to the extent set
    forth in the Indenture and subject to the provisions in the
    Indenture, the due and punctual payment of the principal of, and
    premium, if any, and interest on the Debt Securities and all
    other amounts due and payable under the Indenture and the Debt
    Securities by the Issuers.



 



    The obligations of the Subsidiary Guarantors to the Holders of
    Debt Securities and to the Trustee pursuant to the Guarantee and
    the Indenture are expressly set forth in Article XIV of the
    Indenture and reference is hereby made to the Indenture for the
    precise terms of the Guarantee.



 



    [NAME OF SUBSIDIARY GUARANTOR(S)]



 


			
	 	    By: 
	
        









    Name:     ­
    ­









    Title: ­
    ­










    

    A-1