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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




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CROSS-REFERENCE TABLE
 TIA Section
    
    Indenture Section310
    
    (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)
    
    5.02313
    
    (a)
    
    5.03(b)
    
    5.03(c)
    
    13.03(d)
    
    5.03314
    
    (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)
    
    6.08316
    
    (a) (last
sentence)
    
    1.01(a)(1)(A)
    
    6.06(a)(1)(B)
    
    6.06(a)(2)
    
    9.01(d)(b)
    
    6.04(c)
    
    5.04317
    
    (a)(1)
    
    6.02(a)(2)
    
    6.02(b)
    
    4.04318
    
    (a)
    
    13.07




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TABLE OF CONTENTS
 PageARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCESection 1.01 Definitions
    
    
    1Section 1.02 Other Definitions
    
    
    7Section 1.03 Incorporation by Reference of Trust Indenture Act
    
    
    7Section 1.04 Rules of Construction
    
    
    7ARTICLE IIDEBT SECURITIESSection 2.01 Forms Generally
    
    
    8Section 2.02 Form of Trustees Certificate of Authentication
    
    
    8Section 2.03 Principal Amount; Issuable in Series
    
    
    9Section 2.04 Execution of Debt Securities
    
    
    11Section 2.05 Authentication and Delivery of Debt Securities
    
    
    11Section 2.06 Denomination of Debt Securities
    
    
    13Section 2.07 Registration of Transfer and Exchange
    
    
    13Section 2.08 Temporary Debt Securities
    
    
    14Section 2.09 Mutilated, Destroyed, Lost or Stolen Debt Securities
    
    
    15Section 2.10 Cancellation of Surrendered Debt Securities
    
    
    16Section 2.11 Provisions of the Indenture and Debt Securities for the Sole
Benefit of the Parties and the Holders
    
    
    16Section 2.12 Payment of Interest; Interest Rights Preserved.
    
    
    16Section 2.13 Securities Denominated in Dollars
    
    
    17Section 2.14 Wire Transfers
    
    
    17Section 2.15 Securities Issuable in the Form of a Global Security.
    
    
    17Section 2.16 Medium Term Securities
    
    
    19Section 2.17 Defaulted Interest
    
    
    20Section 2.18 CUSIP Numbers
    
    
    21ARTICLE IIIREDEMPTION OF DEBT SECURITIESSection 3.01 Applicability of Article
    
    
    21Section 3.02 Notice of Redemption; Selection of Debt Securities
    
    
    21Section 3.03 Payment of Debt Securities Called for Redemption
    
    
    23Section 3.04 Mandatory and Optional Sinking Funds
    
    
    23Section 3.05 Redemption of Debt Securities for Sinking Fund
    
    
    24ARTICLE IVPARTICULAR COVENANTS OF THE ISSUERSSection 4.01 Payment of Principal of, and Premium, If Any, and Interest on,
Debt Securities
    
    
    25Section 4.02 Maintenance of Offices or Agencies for Registration of
Transfer, Exchange and Payment of Debt Securities
    
    
    25
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PageSection 4.03 Appointment to Fill a Vacancy in the Office of Trustee
    
    
    26Section 4.04 Duties of Paying Agents, etc.
    
    
    26Section 4.05 SEC Reports; Financial Statements
    
    
    27Section 4.06 Compliance Certificate
    
    
    27Section 4.07 Further Instruments and Acts
    
    
    28Section 4.08 Existence
    
    
    28Section 4.09 Maintenance of Properties
    
    
    28Section 4.10 Payment of Taxes and Other Claims
    
    
    28Section 4.11 Waiver of Certain Covenants
    
    
    29ARTICLE VHOLDERS LISTS AND REPORTS BY THE TRUSTEESection 5.01 Issuers to Furnish Trustee Information as
to Names and Addresses of Holders;
Preservation of Information
    
    
    29Section 5.02 Communications to Holders
    
    
    29Section 5.03 Reports by Trustee
    
    
    30Section 5.04 Record Dates for Action by Holders
    
    
    30ARTICLE VIREMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULTSection 6.01 Events of Default
    
    
    30Section 6.02 Collection of Debt by Trustee, etc
    
    
    32Section 6.03 Application of Moneys Collected by Trustee
    
    
    34Section 6.04 Limitation on Suits by Holders
    
    
    34Section 6.05 Remedies Cumulative; Delay
or Omission in Exercise of Rights Not a Waiver of Default
    
    
    35Section 6.06 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
    
    
    35Section 6.07 Trustee to Give Notice of Events of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances
    
    
    36Section 6.08 Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee
    
    
    36ARTICLE VIICONCERNING THE TRUSTEESection 7.01 Certain Duties and Responsibilities
    
    
    37Section 7.02 Certain Rights of Trustee
    
    
    38Section 7.03 Trustee Not Liable for Recitals in Indenture or in Debt Securities
    
    
    39Section 7.04 Trustee, Paying Agent or Registrar May Own Debt Securities
    
    
    39Section 7.05 Moneys Received by Trustee to Be Held in Trust
    
    
    39Section 7.06 Compensation and Reimbursement
    
    
    39Section 7.07 Right of Trustee to Rely on an Officers Certificate Where No Other
Evidence Specifically Prescribed
    
    
    40Section 7.08 Separate Trustee; Replacement of Trustee
    
    
    40Section 7.09 Successor Trustee by Merger
    
    
    41Section 7.10 Eligibility; Disqualification
    
    
    42
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PageSection 7.11 Preferential Collection of Claims Against Issuers
    
    
    42Section 7.12 Compliance with Tax Laws
    
    
    42ARTICLE VIIICONCERNING THE HOLDERSSection 8.01 Evidence of Action by Holders
    
    
    42Section 8.02 Proof of Execution of Instruments and of Holding of Debt Securities
    
    
    43Section 8.03 Who May Be Deemed Owner of Debt Securities
    
    
    43Section 8.04 Instruments Executed by Holders Bind Future Holders
    
    
    43ARTICLE IXSUPPLEMENTAL INDENTURESSection 9.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders
    
    
    44Section 9.02 Modification of Indenture with Consent of Holders of Debt Securities
    
    
    46Section 9.03 Effect of Supplemental Indentures
    
    
    47Section 9.04 Debt Securities May Bear Notation of Changes by Supplemental Indentures
    
    
    47ARTICLE XCONSOLIDATION, MERGER, SALE OR CONVEYANCESection 10.01 Consolidations and Mergers of the Issuers
    
    
    48Section 10.02 Rights and Duties of Successor Company
    
    
    48ARTICLE XISATISFACTION AND DISCHARGE OF INDENTURE;DEFEASANCE; UNCLAIMED MONEYSSection 11.01 Applicability of Article
    
    
    49Section 11.02 Satisfaction and Discharge of Indenture; Defeasance.
    
    
    49Section 11.03 Conditions of Defeasance
    
    
    50Section 11.04 Application of Trust Money
    
    
    51Section 11.05 Repayment to Issuers
    
    
    51Section 11.06 Indemnity for U.S. Government Obligations
    
    
    51Section 11.07 Reinstatement
    
    
    51ARTICLE XIISUBORDINATION OF DEBT SECURITIES AND GUARANTEESection 12.01 Applicability of Article; Agreement to Subordinate
    
    
    52Section 12.02 Liquidation, Dissolution, Bankruptcy
    
    
    52Section 12.03 Default on Senior Indebtedness
    
    
    52Section 12.04 Acceleration of Payment of Debt Securities
    
    
    53Section 12.05 When Distribution Must Be Paid Over
    
    
    53Section 12.06 Subrogation
    
    
    54Section 12.07 Relative Rights
    
    
    54Section 12.08 Subordination May Not Be Impaired by Issuers
    
    
    54Section 12.09 Rights of Trustee and Paying Agent
    
    
    54Section 12.10 Distribution or Notice to Representative
    
    
    55
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PageSection 12.11 Article XII Not to Prevent Defaults or Limit Right to Accelerate
    
    
    55Section 12.12 Trust Moneys Not Subordinated
    
    
    55Section 12.13 Trustee Entitled to Rely
    
    
    55Section 12.14 Trustee to Effectuate Subordination
    
    
    55Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness
    
    
    56Section 12.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions
    
    
    56ARTICLE XIIIMISCELLANEOUS PROVISIONSSection 13.01 Successors and Assigns of Issuers Bound by Indenture
    
    
    56Section 13.02 Acts of Board, Committee or Officer of Successor Issuer Valid
    
    
    56Section 13.03 Required Notices or Demands
    
    
    56Section 13.04 Indenture and Debt Securities to Be Construed in Accordance with the
Laws of the State of New York
    
    
    57Section 13.05 Officers Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Issuers
    
    
    57Section 13.06 Payments Due on Legal Holidays
    
    
    58Section 13.07 Provisions Required by TIA to Control
    
    
    58Section 13.08 Computation of Interest on Debt Securities
    
    
    58Section 13.09 Rules by Trustee, Paying Agent and Registrar
    
    
    58Section 13.10 No Recourse Against Others
    
    
    58Section 13.11 Severability
    
    
    59Section 13.12 Effect of Headings
    
    
    59Section 13.13 Indenture May Be Executed in Counterparts
    
    
    59ARTICLE XIVGUARANTEESection 14.01 Unconditional Guarantee.
    
    
    59Section 14.02 Execution and Delivery of Guarantee
    
    
    61Section 14.03 Limitation on Subsidiary Guarantors Liability.
    
    
    61Section 14.04 Release of Subsidiary Guarantors from Guarantee.
    
    
    61Section 14.05 Subsidiary Guarantor Contribution
    
    
    62Notation of Guarantee
    
    Annex A
 -v-




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RECITALS OF THE ISSUERS AND ANY SUBSIDIARY GUARANTORS
     ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
 Definitions
     -1-




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-2-




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-3-




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(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 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;
 -4-




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-5-




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(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.
   
  -6-




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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
 Incorporation by Reference of Trust Indenture Act
  Rules of Construction
      -7-




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ARTICLE II
DEBT SECURITIES
 Forms Generally
  Form of Trustees Certificate of Authentication
   [],As TrusteeBy:Authorized Signatory
 -8-




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Principal Amount; Issuable in Series
           -9-




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-10-




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Execution of Debt Securities
   Authentication and Delivery of Debt Securities
 -11-




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-12-




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Denomination of Debt Securities
 Registration of Transfer and Exchange
     -13-




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Temporary Debt Securities
 -14-




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Mutilated, Destroyed, Lost or Stolen Debt Securities
  -15-




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Cancellation of Surrendered Debt Securities
 Provisions of the Indenture and Debt Securities for the Sole Benefit of the
Parties and the Holders
 Payment of Interest; Interest Rights Preserved
   -16-




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Securities Denominated in Dollars
 Wire Transfers
 Securities Issuable in the Form of a Global Security
     -17-




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-18-




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Medium Term Securities
 -19-




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Defaulted Interest
  -20-




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CUSIP Numbers
 ARTICLE III
REDEMPTION OF DEBT SECURITIES
 Applicability of Article
 Notice of Redemption; Selection of Debt Securities
  -21-




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-22-




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Payment of Debt Securities Called for Redemption
  Mandatory and Optional Sinking Funds
  -23-




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Redemption of Debt Securities for Sinking Fund
   -24-




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ARTICLE IV
PARTICULAR COVENANTS OF THE ISSUERS
 Payment of Principal of, and Premium, If Any, and Interest on, Debt
Securities
   Maintenance of Offices or Agencies for Registration of Transfer, Exchange and
Payment of Debt Securities
 -25-




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Appointment to Fill a Vacancy in the Office of Trustee
 Duties of Paying Agents, etc
      -26-




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SEC Reports; Financial Statements
    Compliance Certificate
  -27-




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Further Instruments and Acts
 Existence
 Maintenance of Properties
 Payment of Taxes and Other Claims
 -28-




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Waiver of Certain Covenants
 ARTICLE V
HOLDERS LISTS AND REPORTS BY THE TRUSTEE
 Issuers to Furnish Trustee Information as to Names and Addresses of Holders;
Preservation of Information
      Communications to Holders
 -29-




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Reports by Trustee
     Record Dates for Action by Holders
 ARTICLE VI
REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT
 Events of Default
   -30-




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-31-




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Collection of Debt by Trustee, etc
 -32-




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-33-




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Application of Moneys Collected by Trustee
      Limitation on Suits by Holders
 -34-




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Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
Default
 Rights of Holders of Majority in Principal Amount of Debt Securities to
Direct Trustee and to Waive Default
 -35-




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Trustee to Give Notice of Events of Defaults Known to It, but May Withhold
Such Notice in Certain Circumstances
 Requirement of an Undertaking to Pay Costs in Certain Suits under the
Indenture or Against the Trustee
 -36-




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ARTICLE VII
CONCERNING THE TRUSTEE
 Certain Duties and Responsibilities
        -37-




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Certain Rights of Trustee
       -38-




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Trustee Not Liable for Recitals in Indenture or in Debt Securities
 Trustee, Paying Agent or Registrar May Own Debt Securities
 Moneys Received by Trustee to Be Held in Trust
 Compensation and Reimbursement
 -39-




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Right of Trustee to Rely on an Officers Certificate Where No Other Evidence
Specifically Prescribed
 Separate Trustee; Replacement of Trustee
 (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.
 -40-




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Successor Trustee by Merger
 -41-




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Eligibility; Disqualification
 Preferential Collection of Claims Against Issuers
 Compliance with Tax Laws
 ARTICLE VIII
CONCERNING THE HOLDERS
 Evidence of Action by Holders
 -42-




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Proof of Execution of Instruments and of Holding of Debt Securities
 Who May Be Deemed Owner of Debt Securities
  Instruments Executed by Holders Bind Future Holders
  -43-




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ARTICLE IX
SUPPLEMENTAL INDENTURES
 Purposes for Which Supplemental Indenture May Be Entered into Without Consent
of Holders
    -44-




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-45-




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Modification of Indenture with Consent of Holders of Debt Securities
   -46-




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Effect of Supplemental Indentures
  Debt Securities May Bear Notation of Changes by Supplemental Indentures
 -47-




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ARTICLE X
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
 Consolidations and Mergers of the Issuers
 Rights and Duties of Successor Company
  -48-




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ARTICLE XI
SATISFACTION AND DISCHARGE OF
INDENTURE; DEFEASANCE; UNCLAIMED MONEYS
 Applicability of Article
 Satisfaction and Discharge of Indenture; Defeasance
    -49-




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Conditions of Defeasance
        -50-




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Application of Trust Money
 Repayment to Issuers
  Indemnity for U.S. Government Obligations
 Reinstatement
 -51-




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ARTICLE XII
SUBORDINATION OF DEBT SECURITIES AND GUARANTEE
 Applicability of Article; Agreement to Subordinate
 Liquidation, Dissolution, Bankruptcy
   Default on Senior Indebtedness
 -52-




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Acceleration of Payment of Debt Securities
 When Distribution Must Be Paid Over
 -53-




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Subrogation
 Relative Rights
   Subordination May Not Be Impaired by
 Rights of Trustee and Paying Agent
  -54-




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Distribution or Notice to Representative
 Article XII Not to Prevent Defaults or Limit Right to Accelerate
 Trust Moneys Not Subordinated
 Trustee Entitled to Rely
 Trustee to Effectuate Subordination
 -55-




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Trustee Not Fiduciary for Holders of Senior Indebtedness
 Reliance by Holders of Senior Indebtedness on Subordination Provisions
 ARTICLE XIII
MISCELLANEOUS PROVISIONS
 Successors and Assigns of Issuers Bound by Indenture
 Acts of Board, Committee or Officer of Successor Issuer Valid
 Required Notices or Demands
  
 -56-




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Indenture and Debt Securities to Be Construed in Accordance with the Laws of
the State of New York
 Officers Certificate and Opinion of Counsel to Be Furnished upon
Application or Demand by the Issuers
 -57-




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Payments Due on Legal Holidays
 Provisions Required by TIA to Control
 Computation of Interest on Debt Securities
 Rules by Trustee, Paying Agent and Registrar
 No Recourse Against Others
 -58-




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Severability
 Effect of Headings
 Indenture May Be Executed in Counterparts
 ARTICLE XIV
GUARANTEE
 Unconditional Guarantee
    -59-




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-60-




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Execution and Delivery of Guarantee
  Limitation on Subsidiary Guarantors Liability
 Release of Subsidiary Guarantors from Guarantee
 -61-




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Subsidiary Guarantor Contribution
  -62-




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CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.By:
    
    CALUMET GP, LLC,its General PartnerBy:Name:Title:CALUMET FINANCE CORP.By:Name:Title:[NAME OF SUBSIDIARY GUARANTOR(S)]By:Name:Title:[], as TrusteeBy:Name:Title:
 Signature Page to Subordinated Indenture




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[NAME OF SUBSIDIARY GUARANTOR(S)]By:Name:Title:
 A-1