Exhibit
4.1


       

      


    

    INDENTURE

    


    Dated as
of June 12, 2009

    


    Among

    


    Western
Refining, Inc.,

    


    THE
GUARANTORS NAMED ON SCHEDULE I HERETO,

    


    


    The Bank
of New York Mellon Trust Company, N.A.,

    as
Trustee, Paying Agent, Registrar and Transfer Agent

    


    11.250%
SENIOR SECURED NOTES DUE 2017

    SENIOR
SECURED FLOATING RATE NOTES DUE 2014

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      TABLE OF
CONTENTS


      


      Page

      


      ARTICLE
1

      


      DEFINITIONS
AND INCORPORATION BY REFERENCE

      


      
        	
                Section
      1.01

              	
                Definitions

              	
                1

              
	
                Section
      1.02

              	
                Other
      Definitions

              	
                27

              
	
                Section
      1.03

              	
                Incorporation
      by Reference of Trust Indenture Act

              	
                28

              
	
                Section
      1.04

              	
                Rules
      of Construction

              	
                29

              
	
                Section
      1.05

              	
                Acts
      of Holders

              	
                29

              


      

       

      ARTICLE
2

      


      THE
NOTES

       

      
        	
                Section
      2.01

              	
                Form
      and Dating; Terms

              	
                30

              
	
                Section
      2.02

              	
                Execution
      and Authentication

              	
                32

              
	
                Section
      2.03

              	
                Registrar
      and Paying Agent

              	
                32

              
	
                Section
      2.04

              	
                Paying
      Agent to Hold Money in Trust

              	
                32

              
	
                Section
      2.05

              	
                Holder
      Lists

              	
                33

              
	
                Section
      2.06

              	
                Transfer
      and Exchange

              	
                33

              
	
                Section
      2.07

              	
                Replacement
      Notes

              	
                44

              
	
                Section
      2.08

              	
                Outstanding
      Notes

              	
                44

              
	
                Section
      2.09

              	
                Treasury
      Notes

              	
                45

              
	
                Section
      2.10

              	
                Temporary
      Notes

              	
                45

              
	
                Section
      2.11

              	
                Cancellation

              	
                45

              
	
                Section
      2.12

              	
                Defaulted
      Interest

              	
                45

              
	
                Section
      2.13

              	
                CUSIP
      and ISIN Numbers

              	
                46

              


      

       

      ARTICLE
3

      


      REDEMPTION

      


      
        	
                Section
      3.01

              	
                Notices
      to Trustee

              	
                46

              
	
                Section
      3.02

              	
                Selection
      of Notes to Be Redeemed or Purchased

              	
                46

              
	
                Section
      3.03

              	
                Notice
      of Redemption

              	
                47

              
	
                Section
      3.04

              	
                Effect
      of Notice of Redemption

              	
                48

              
	
                Section
      3.05

              	
                Deposit
      of Redemption or Purchase Price

              	
                48

              
	
                Section
      3.06

              	
                Notes
      Redeemed or Purchased in Part

              	
                48

              
	
                Section
      3.07

              	
                Optional
      Redemption

              	
                48

              
	
                Section
      3.08

              	
                Mandatory
      Redemption

              	
                50

              
	
                Section
      3.09

              	
                Asset
      Sales of Collateral

              	
                50

              
	
                Section
      3.10

              	
                Asset
      Sales

              	
                52

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      Page

      


      ARTICLE
4

      


      COVENANTS

      


      
        	
                Section
      4.01

              	
                Payment
      of Notes

              	
                54

              
	
                Section
      4.02

              	
                Maintenance
      of Office or Agency

              	
                54

              
	
                Section
      4.03

              	
                Reports,
      Information Regarding Collateral, and Other Information

              	
                55

              
	
                Section
      4.04

              	
                Compliance
      Certificate

              	
                56

              
	
                Section
      4.05

              	
                Taxes

              	
                56

              
	
                Section
      4.06

              	
                Stay,
      Extension and Usury Laws

              	
                56

              
	
                Section
      4.07

              	
                Limitation
      on Restricted Payments

              	
                56

              
	
                Section
      4.08

              	
                Dividend
      and Other Payment Restrictions Affecting Restricted
      Subsidiaries

              	
                59

              
	
                Section
      4.09

              	
                Limitation
      on Incurrence of Indebtedness

              	
                61

              
	
                Section
      4.10

              	
                Asset
      Sales

              	
                63

              
	
                Section
      4.11

              	
                Transactions
      with Affiliates

              	
                67

              
	
                Section
      4.12

              	
                Liens

              	
                68

              
	
                Section
      4.13

              	
                Corporate
      Existence

              	
                69

              
	
                Section
      4.14

              	
                Offer
      to Repurchase upon Change of Control

              	
                69

              
	
                Section
      4.15

              	
                Guarantees

              	
                71

              
	
                Section
      4.16

              	
                Maintenance
      of Insurance.

              	
                72

              
	
                Section
      4.17

              	
                After-Acquired
      Property

              	
                72

              
	
                Section
      4.18

              	
                Designation
      of Restricted and Unrestricted Subsidiaries.

              	
                73

              
	
                Section
      4.19

              	
                Payments
      for Consent

              	
                74

              
	
                Section
      4.20

              	
                Real
      Estate

              	
                74

              
	
                Section
      4.21

              	
                Further
      Assurances

              	
                75

              
	
                Section
      4.22

              	
                Limitation
      of Applicability of Certain Covenants if Notes Rated Investment Grade

              	
                75

              


      

       

      ARTICLE
5

      


      SUCCESSORS

      


      
        	
                Section
      5.01

              	
                Merger,
      Consolidation or Sale of Assets

              	
                76

              
	
                Section
      5.02

              	
                Successor
      Substituted

              	
                77

              


      

       

      ARTICLE
6

      


      DEFAULTS
AND REMEDIES

      


      
        	
                Section
      6.01

              	
                Events
      of Default and Remedies

              	
                77

              
	
                Section
      6.02

              	
                Acceleration

              	
                79

              
	
                Section
      6.03

              	
                Other
      Remedies

              	
                79

              
	
                Section
      6.04

              	
                Waiver
      of Past Defaults

              	
                80

              
	
                Section
      6.05

              	
                Control
      by Majority

              	
                80

              
	
                Section
      6.06

              	
                Limitation
      on Suits

              	
                80

              
	
                Section
      6.07

              	
                Rights
      of Holders of Notes to Receive Payment

              	
                80

              


      

      
        	
                Section
      6.08

              	
                Collection
      Suit by Trustee

              	
                81

              
	
                Section
      6.09

              	
                Restoration
      of Rights and Remedies

              	
                81

              
	
                Section
      6.10

              	
                Rights
      and Remedies Cumulative

              	
                81

              
	
                Section
      6.11

              	
                Delay
      or Omission Not Waiver

              	
                81

              
	
                Section
      6.12

              	
                Trustee
      May File Proofs of Claim

              	
                81

              


      

      


      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      Page

      


      
        	
                Section
      6.13

              	
                Priorities

              	
                82

              
	
                Section
      6.14

              	
                Undertaking
      for Costs

              	
                82

              


      

       

      ARTICLE
7

      


      TRUSTEE

      


      
        	
                Section
      7.01

              	
                Duties
      of Trustee

              	
                82

              
	
                Section
      7.02

              	
                Rights
      of Trustee

              	
                83

              
	
                Section
      7.03

              	
                Individual
      Rights of Trustee

              	
                84

              
	
                Section
      7.04

              	
                Trustee’s
      Disclaimer

              	
                85

              
	
                Section
      7.05

              	
                Notice
      of Defaults

              	
                85

              
	
                Section
      7.06

              	
                Reports
      by Trustee to Holders of the Notes

              	
                85

              
	
                Section
      7.07

              	
                Compensation
      and Indemnity

              	
                85

              
	
                Section
      7.08

              	
                Replacement
      of Trustee

              	
                86

              
	
                Section
      7.09

              	
                Successor
      Trustee by Merger, etc.

              	
                87

              
	
                Section
      7.10

              	
                Eligibility;
      Disqualification

              	
                87

              
	
                Section
      7.11

              	
                Preferential
      Collection of Claims Against Issuer

              	
                87

              


      

       

      ARTICLE
8

      


      LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

      


      
        	
                Section
      8.01

              	
                Option
      to Effect Legal Defeasance or Covenant Defeasance

              	
                88

              
	
                Section
      8.02

              	
                Legal
      Defeasance and Discharge

              	
                88

              
	
                Section
      8.03

              	
                Covenant
      Defeasance

              	
                88

              
	
                Section
      8.04

              	
                Conditions
      to Legal or Covenant Defeasance

              	
                89

              
	
                Section
      8.05

              	
                Deposited
      Money and Government Securities to Be Held in Trust; Other Miscellaneous
      Provisions

              	
                90

              
	
                Section
      8.06

              	
                Repayment
      to Issuer

              	
                90

              
	
                Section
      8.07

              	
                Reinstatement

              	
                91

              


      

       

      ARTICLE
9

      


      AMENDMENT,
SUPPLEMENT AND WAIVER

      


      
        	
                Section
      9.01

              	
                Without
      Consent of Holders of Notes

              	
                91

              
	
                Section
      9.02

              	
                With
      Consent of Holders of Notes

              	
                92

              
	
                Section
      9.03

              	
                [Reserved]

              	
                93

              
	
                Section
      9.04

              	
                Revocation
      and Effect of Consents

              	
                93

              
	
                Section
      9.05

              	
                Notation
      on or Exchange of Notes

              	
                94

              
	
                Section
      9.06

              	
                Trustee
      to Sign Amendments, etc.

              	
                94

              


      

       

      ARTICLE
10

      


      RANKING
OF NOTE LIENS

      


      
        
          	
                  Section
      10.01

                	
                  Relative
      Rights

                	
                  94

                


        

      

      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      Page

      


      ARTICLE
11

      


      COLLATERAL

      


      
        
          	
                  Section
      11.01

                	
                  Security
      Documents

                	
                  94

                
	
                  Section
      11.02

                	
                  Collateral
      Trustee

                	
                  95

                
	
                  Section
      11.03

                	
                  Authorization
      of Actions to Be Taken

                	
                  95

                
	
                  Section
      11.04

                	
                  Release
      of Collateral

                	
                  97

                
	
                  Section
      11.05

                	
                  Powers
      Exercisable by Receiver or Trustee

                	
                  97

                
	
                  Section
      11.06

                	
                  Release
      upon Termination of the Issuer’s Obligations

                	
                  97

                


        

      

       

      ARTICLE
12

      


      NOTE
GUARANTEES

      


      
        
          
            	
                    Section
      12.01

                  	
                    Note
      Guarantee

                  	
                    98

                  
	
                    Section
      12.02

                  	
                    Limitation
      on Guarantor Liability

                  	
                    99

                  
	
                    Section
      12.03

                  	
                    Execution
      and Delivery

                  	
                    99

                  
	
                    Section
      12.04

                  	
                    Subrogation
      and Subordination

                  	
                    100

                  
	
                    Section
      12.05

                  	
                    Benefits
      Acknowledged

                  	
                    100

                  
	
                    Section
      12.06

                  	
                    Release
      of Note Guarantees

                  	
                    100

                  


          

        

      

       

      ARTICLE
13

      


      SATISFACTION
AND DISCHARGE

      


      
        
          	
                  Section
      13.01

                	
                  Satisfaction
      and Discharge

                	
                  101

                
	
                  Section
      13.02

                	
                  Application
      of Trust Money

                	
                  101

                


        

      

       

      ARTICLE
14

      


      MISCELLANEOUS

      


      
        
          	
                  Section
      14.01

                	
                  Notices

                	
                  102

                
	
                  Section
      14.02

                	
                  Communication
      by Holders of Notes with Other Holders of Notes

                	
                  103

                
	
                  Section
      14.03

                	
                  Certificate
      and Opinion as to Conditions Precedent

                	
                  103

                
	
                  Section
      14.04

                	
                  Statements
      Required in Certificate or Opinion

                	
                  103

                
	
                  Section
      14.05

                	
                  Rules
      by Trustee and Agents

                	
                  104

                
	
                  Section
      14.06

                	
                  No
      Personal Liability of Directors, Officers, Employees and
      Stockholders

                	
                  104

                
	
                  Section
      14.08

                	
                  Governing
      Law

                	
                  104

                
	
                  Section
      14.09

                	
                  Waiver
      of Jury Trial

                	
                  104

                
	
                  Section
      14.10

                	
                  Force
      Majeure

                	
                  104

                
	
                  Section
      14.11

                	
                  No
      Adverse Interpretation of Other Agreements

                	
                  104

                
	
                  Section
      14.12

                	
                  Successors

                	
                  104

                
	
                  Section
      14.13

                	
                  Severability

                	
                  105

                
	
                  Section
      14.14

                	
                  Counterpart
      Originals

                	
                  105

                
	
                  Section
      14.15

                	
                  Table
      of Contents, Headings, etc

                	
                  105

                
	
                  Section
      14.16

                	
                  USA
      Patriot Act

                	
                  105

                


        

      

      


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      


      


      
        	SCHEDULES	 
	 	 
	Schedule
      I 	Guarantors
	 	 
	EXHIBITS	 
	 	 
	
                Exhibit
      A-1

              	
                Form
      of 11.250% Senior Secured Note

              
	
                Exhibit
      A-2

              	
                Form
      of Senior Secured Floating Rate Note

              
	
                Exhibit
      B-1

              	
                Form
      of Certificate of Transfer for 11.250% Senior Secured
  Note

              
	
                Exhibit
      B-2

              	
                Form
      of Certificate of Transfer for Senior Secured Floating
  Note

              
	
                Exhibit
      C-1

              	
                Form
      of Certificate of Exchange for 11.250% Senior Secured
  Note

              
	
                Exhibit
      C-2

              	
                Form
      of Certificate of Exchange for Senior Secured Floating Rate
      Note

              
	
                Exhibit
      D

              	
                Form
      of Supplemental Indenture to Be Delivered by Subsequent
      Guarantors

              


      


     

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    
       

      
        INDENTURE, dated as of June 12, 2009, among Western Refining, Inc., a
Delaware corporation (the “Issuer”), the
Guarantors (as defined herein) listed on the signature pages hereto, The Bank of
New York Mellon Trust Company, N.A., as Trustee, Paying Agent, Registrar and
Transfer Agent.


        


        W I T N E S S E T
H

        


        WHEREAS,
the Issuer has duly authorized the creation of an issue of $325,000,000
aggregate principal amount of 11.250% Senior Secured Notes due 2017 (the “Initial Fixed Rate
Notes”); and

         

        WHEREAS,
the Issuer has duly authorized the creation of an issue of $275,000,000
aggregate principal amount of Senior Secured Floating Rate Notes due 2014 (the
“Initial Floating
Rate Notes” and, together
with the Initial Fixed Rate Notes (each of which constitute a separate
series hereunder), the
“Initial
Notes”)

        


        WHEREAS,
the Issuer and each of the Guarantors has duly authorized the execution and
delivery of this Indenture.

        


        NOW,
THEREFORE, the Issuer, the Guarantors, the Trustee and the Paying Agent,
Registrar and Transfer Agent agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the Notes.

        


        ARTICLE
1

        


        DEFINITIONS
AND INCORPORATION BY REFERENCE

        


        Section
1.01           Definitions.

        


        “144A Global Note”
means a Global Note substantially in the form of Exhibits A-1 and
A-2 attached
hereto, as the case may be, bearing the Global Note Legend, the OID Legend (if
required) and the Private
Placement Legend and deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that will be issued in a denomination equal to
the outstanding principal amount of the Notes sold in reliance on Rule
144A.

        


        “Additional Fixed Rate
Notes” means, collectively, 11.250% Senior Secured Notes due 2017 issued
from time to time under this Indenture subsequent to the Issue Date in
accordance with Sections 2.01 and 4.09 hereof.

        


        “Additional Floating Rate
Notes” means, collectively, Senior Secured Floating Rate Notes due 2014
issued from time to time under this Indenture subsequent to the Issue Date in
accordance with Sections 2.01 and 4.09 hereof.

         

        “Additional Notes”
means, collectively, the Additional Fixed Rate Notes and the Additional Floating
Rate Notes.

        


        “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 purposes of this definition, “control,” as used with respect to any
Person, will mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        this definition, the terms “controlling,” “controlled by” and “under
common control with” will have correlative meanings.

        


        “After-Acquired
Property” means any property of the Issuer or any Guarantor acquired
after the Issue Date of a type that secures the Obligations under this
Indenture, the Notes, the Security Documents and Other Pari Passu Secured
Obligations.

        


        “After-Acquired Property
Plant and Equipment” means the Property Plant and Equipment acquired
after the Issue Date.

        


        “Agent” means any
Registrar, Paying Agent or Transfer Agent.

        


        “Applicable
Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and/or Clearstream that apply to such transfer or
exchange.

        


        “Asset Sale”
means:

        


        (1) the sale,
lease, conveyance or other disposition of any assets, other than a transaction
governed by the provisions of this Indenture in Section 4.14 and/or the
provisions in Section 5.01; and

        


        (2) the
issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or
the sale by the Issuer or any Restricted Subsidiary thereof of Equity Interests
in any of its Subsidiaries (other than directors’ qualifying shares and shares
issued to foreign nationals to the extent required by applicable
law).

        


        Notwithstanding
the preceding, the following items will be deemed not to be Asset
Sales:

        


        (1) any
single transaction or series of related transactions that involves assets or
Equity Interests having a Fair Market Value of less than $10.0
million;

        


        (2) a
transfer of assets or Equity Interests between or among the Issuer and/or its
Restricted Subsidiaries; provided however to the extent such transfer involves
Collateral or any part thereof and the transferee is not the Issuer or a
Guarantor, the transferee shall execute a joinder agreement to the Collateral
Trust and Intercreditor Agreement or enter into a substantially similar
intercreditor agreement immediately upon consummation of such transaction in
accordance with the requirements of the Security Documents to pledge such
transferred Collateral;


        


        (3) an
issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the
Issuer or to another Restricted Subsidiary;

        


        (4) the sale
or lease of equipment, inventory, accounts receivable or other assets in the
ordinary course of business;

        


        
          (5)  the sale
or other disposition of cash and Cash Equivalents;

        

        


        (6) dispositions
of accounts receivable in connection with the compromise, settlement or
collection thereof in the ordinary course of business or in bankruptcy or
similar proceedings;

        


        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

           

        

        (7) a Restricted Payment that is permitted by the covenant set forth in
Section 4.07 and any Permitted Investment;

        


        (8) any sale
or disposition of any property or equipment that has become damaged, worn out or
obsolete or is no longer used or useful in the business and any sale or
disposition of other property in connection with scheduled turnarounds,
maintenance and equipment and facility updates;


        


        
          (9)  the
creation of a Lien not prohibited by this Indenture;

        

        


        
          (10)  any
transfer of property in connection with a sale and leaseback
transaction;

        

        


        
          (11)  any
issuance of Disqualified Stock or Preferred Stock pursuant to Section 4.09
hereof;

        

        


        (12) any
surrender or waiver of contract rights pursuant to a settlement, release,
recovery on or surrender of contract, tort or other claims of any kind;
and

        


        (13) sales of
accounts receivable, or participations therein, and any related assets, in
connection with any Permitted Receivables Financing.

        


        “Bankruptcy Code”
means Title 11 of the United States Code, as amended.

        


        “Bankruptcy Law” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief
of debtors.

        


        “Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act. The terms “Beneficially Owns” and “Beneficially Owned” will have a
corresponding meaning.

        


        “Bloomfield Refinery”
means the refinery owned by San Juan and operated by Western Southwest, located
in or near Farmington, New Mexico.

        


        “Board of Directors”
means:

        


        (1) with
respect to a corporation, the board of directors of the corporation or, except
in the context of the definitions of “Change of Control” and “Continuing
Directors,” a duly authorized committee thereof;

        


        (2) with
respect to a partnership, the Board of Directors of the general partner of the
partnership or, if the partnership has more than one general partner, the
managing general partner of the partnership; and

        


        (3) with
respect to any other Person, the board or committee of such Person serving a
similar function.

        


        “Board Resolution”
means a resolution certified by the Secretary or an Assistant Secretary of the
Issuer to have been duly adopted by the Board of Directors of the Issuer and to
be in full force and effect on the date of such certification.

        


        “Borrowing Base”
means, as of any date, the sum of (1) 85% of the book value of inventories of
the Issuer and its Restricted Subsidiaries as of the end of the most recent
month preceding

        


        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

           

        

        such date and (2) 90% of the book value of the accounts receivable
(net of reserve for doubtful accounts) of the Issuer and its Restricted
Subsidiaries as of the end of the most recent month preceding such date, in each
case calculated on a consolidated basis in accordance with GAAP and on a pro
forma basis for any subsequent acquisitions and dispositions of business
entities or property and assets constituting a division or line of business of
any Person that have been made by the specified Person or any of its Restricted
Subsidiaries, including through mergers or consolidations.

        


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

        


        “Calculation Agent”
means a financial institution appointed by the Issuer to calculate the interest
rate payable on the Floating Rate Notes in respect of each Interest Period. The
Issuer initially appoints the Trustee as the Calculation Agent.

        


        “Calculation Date” has
the meaning as set forth in the definition of Fixed Charge Coverage
Ratio.

        


        “Capital Lease
Obligation” means, at the time any determination thereof is to be made,
the amount of the liability in respect of a capital lease that would at that
time be required to be capitalized on a balance sheet in accordance with
GAAP.

        


        “Capital Stock”
means:

        


        
          (1)  in the
case of a corporation, corporate stock;

        

        


        (2) in the
case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock;

        


        (3) in the
case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and

        


        (4) any other
interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing
Person.

        


        “Cash Equivalents”
means:

        


        
          (1)  United
States dollars;

        

        


        (2) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full faith
and credit of the United States is pledged in support thereof), maturing, unless
such securities are deposited to defease any Indebtedness, not more than one
year from the date of acquisition;

        


        
          (3)  certificates
of deposit, demand deposits and time deposits with maturities of one year
or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding six months and overnight bank deposits, in each case, with any lender
under a Credit Facility or any domestic commercial bank having capital and
surplus in excess of $500.0 million;

        

        


        (4)
repurchase obligations with a term of not more than thirty days for underlying
securities of the types described in clauses (2) and (3) above entered into with
any financial institution meeting the qualifications specified in clause (3)
above;

        


        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

        


        (5) commercial paper issued by any Person organized under the laws of
any state of the United States of America and rated at least “Prime-2” (or the
then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent
grade) by S&P, in each case with maturities of not more than six months from
the date of acquisition thereof;

        


        (6) securities
issued and fully guaranteed by any state, commonwealth or territory of the
United States of America, or by any political subdivision or taxing authority
thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard &
Poor’s Rating Services and having maturities of not more than six months from
the date of acquisition;

        


        (7) money
market funds at least 95% of the assets of which constitute Cash Equivalents of
the kinds described in clauses (1) through (6) of this definition;
and

        


        (8) in the
case of any Foreign Subsidiary, substantially similar investments, of comparable
credit quality, denominated in the currency of any jurisdiction in which such
person conducts business.

        


        “Change of Control”
means the occurrence of any of the following:

        


        (1) the
direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the properties or assets of the Issuer and its
Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used
in Section 13(d)(3) of the Exchange Act), other than a Permitted
Holder;


        


        (2) the
adoption or approval by the Board of Directors of the Issuer or shareholders of
the Issuer of a plan relating to the liquidation or dissolution of the
Issuer;

        


        (3) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or
more of the voting power of the Voting Stock of the Issuer, other than a
Permitted Holder (other than a holding company created to hold the Issuer;
provided that holders of the Voting Stock of the Issuer prior to such creation
continue to hold at least a majority of the Voting Stock of such holding
company);


        


        (4) the first
day on which a majority of the members of the Board of Directors of the Issuer
are not Continuing Directors; or

        


        (5) the
Issuer consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Issuer, in any such event pursuant
to a transaction in which any of the outstanding Voting Stock of the Issuer or
such other Person is converted into or exchanged for cash, securities or other
property, other than any such transaction where (A) the Voting Stock of the
Issuer outstanding immediately prior to such transaction is converted into or
exchanged for Voting Stock (other than Disqualified Stock) of the surviving or
transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance) or (B) immediately after such transaction, no “person”
or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange
Act), other than a Permitted Holder, becomes, directly or indirectly, the
Beneficial Owner of 50% or more of the voting power of the Voting Stock of the
surviving or transferee Person.

        


        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

         

        “Ciniza
Refinery” means the refinery owned and operated by Western Southwest,
located in or near Gallup, New Mexico.

        


        “Clearstream” means
Clearstream Banking, Société Anonyme.

        


        “Collateral” means all
assets and properties of the Issuer and the Guarantors subject to Liens created
by the Security Documents, but excluding any Excluded Property.

        


        “Collateral Trust and
Intercreditor Agreement” means the Collateral Trust and Intercreditor
Agreement dated June 12, 2009, among the Issuer, Guarantors, The Bank of New
York Mellon Trust Company, N.A., as the Collateral Trustee, as Authorized
Representative for the Term Loan Credit Agreement Secured Parties and as Initial
Additional Authorized Representative, and Bank of America, N.A. as Term Loan
Administrative Agent, as Authorized Representative for the Term Loan Credit
Agreement Secured Parties.

        


        “Collateral Trustee”
means The Bank of New York Mellon Trust Company, N.A. in its capacity as
“Collateral Agent” under the Security Documents, and any successor thereto in
such capacity.

        


        “Commission” means the
United States Securities and Exchange Commission.

        


        “Consolidated Cash
Flow” means, with respect to any specified Person for any period, the
Consolidated Net Income of such Person for such period plus:

        


        (1) provision
for taxes based on income or profits of such Person and its Restricted
Subsidiaries for such period, to the extent that such provision for taxes was
deducted in computing such Consolidated Net Income; plus

        


        (2) Fixed
Charges of such Person and its Restricted Subsidiaries for such period, to the
extent that any such Fixed Charges were deducted in computing such Consolidated
Net Income; plus

        


        (3) depreciation,
amortization (including amortization of intangibles but excluding amortization
of prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and
its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income; and any maintenance turnaround expense
and any “lower of cost or market” writedowns of inventory; plus

        


        (4) without
duplication, any expenses or charges related to any issuance of Equity
Interests, acquisition or disposition of division or line of business,
recapitalization or the Incurrence or repayment of Indebtedness permitted to be
Incurred by this Indenture (whether or not successful); minus

        


        (5) non-cash
items increasing such Consolidated Net Income for such period, other than the
accrual of revenue consistent with past practice;

        


        in each
case, on a consolidated basis and determined in accordance with
GAAP.

        


        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

         

        “Consolidated Net
Income” means, with respect to any specified Person for any period, the
aggregate of the Net Income of such Person and its Subsidiaries for such period,
on a consolidated basis, determined in accordance with GAAP; provided that:

        


        (1) the Net
Income or loss of any Person that is not a Restricted Subsidiary or that is
accounted for by the equity method of accounting will be included only to the
extent of the amount of dividends or distributions paid in cash to the specified
Person or a Restricted Subsidiary thereof;

         

        (2) for
purposes of “Restricted Payments” only, the Net Income of any Restricted
Subsidiary will be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its equityholders;

        


        (3) the Net
Income of any Person acquired during the specified period for any period prior
to the date of such acquisition will be excluded;

        


        
          (4)  the
cumulative effect of a change in accounting principles will be excluded;
and

        

        


        (5) notwithstanding
clause (1) above, the Net Income or loss of any Unrestricted Subsidiary will be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries.

        


        “Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of
the Issuer who:

        


        
          (1)  was a
member of such Board of Directors on the Issue Date; or

        

        


        (2) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.

        


        “Corporate Trust Office of
the Trustee” shall be at the address of the Trustee specified in Section
14.01 hereof or such other address as to which the Trustee may give notice to
the Holders and the Issuer.

        


        “Credit Facilities”
means, one or more debt facilities (including, without limitation, the Term Loan
Credit Agreement and the Revolving Credit Agreement), commercial paper
facilities or indentures, in each case with banks or other institutional lenders
or a trustee, providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables and including Permitted Receivables Financing), letters of credit or
issuances of notes, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to
time.

        


        “Custodian” means the
Paying Agent and Registrar, as custodian with respect to the Notes in global
form, or any successor entity thereto.

        


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

        


        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

           

        

        “Definitive Note”
means a certificated Note registered in the name of the Holder thereof and
issued in accordance with Section 2.06(c) or (e) hereof, substantially in the
form of Exhibits
A-1 and A-2
hereto, except that such Note shall not bear the Global Note Legend and
shall not have the “Schedule of Exchanges of
Interests in the Global Note” attached thereto.

        


        “Depositary” means,
with respect to the Notes issuable or issued in whole or in part in global form,
the Person specified in Section 2.03 hereof as the Depositary with respect to
the Notes, and any and all successors thereto appointed as Depositary hereunder
and having become such pursuant to the applicable provision of this
Indenture.

        


        “Designated Non-cash
Consideration” means any non-cash consideration received by the Issuer or
one of its Restricted Subsidiaries in connection with an Asset Sale that is
designated as Designated Non-cash Consideration pursuant to an Officers’
Certificate executed by Officers of the Issuer or such Restricted Subsidiary at
the time of such Asset Sale. Any particular item of Designated Non-cash
Consideration will cease to be considered to be outstanding once it has been
sold for cash or Cash Equivalents (which shall be considered Net Cash Proceeds
of an Asset Sale when received).

        


        “Disqualified Stock”
means any Capital Stock that, by its terms (or by the terms of any security into
which it is convertible, or for which it is exchangeable, in each case at the
option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior
to the date that is one year after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Issuer to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Issuer may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07. The term “Disqualified Stock” will also include any
options, warrants or other rights that are convertible into Disqualified Stock
or that are redeemable at the option of the holder, or required to be redeemed,
prior to the date that is one year after the date on which the Notes
mature.


        


        “Domestic
Subsidiary” means
any Restricted Subsidiary of the Issuer other than a Foreign
Subsidiary.

        


        “Dupont” has the meaning set forth in
the definition of Permitted Liens.

        


        “El Paso Refinery”
means the refineries owned and operated by Western L.P. located in El Paso
County, Texas.

        


        “Equity Interests”
means Capital Stock and all warrants, options or other rights to acquire Capital
Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).

         

        “Equity Offering”
means any public or private placement of Capital Stock (other than Disqualified
Stock) of the Issuer (other than pursuant to a registration statement on Form
S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of the Issuer) to any Person other than any Subsidiary
thereof.

        


        “Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear system.

        


        “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.

        


        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

           

        

        “Excluded
Property” means property or assets of the Issuer and the Guarantors that
is not required to be pledged as Collateral as set forth in Section
4.17(b).

        


        “Existing
Indebtedness” means the aggregate principal amount of Indebtedness of the
Issuer and its Restricted Subsidiaries (other than Indebtedness under the Term
Loan Credit Agreement, the Revolving Credit Agreement or under the Notes and the
related Note Guarantees) in existence on the Issue Date.

        


        “Fair Market Value”
means the price that would be paid in an arm’s-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy, as determined in good faith by the
Board of Directors of the Issuer, whose determination, unless otherwise
specified below, will be conclusive if evidenced by a Board Resolution.
Notwithstanding the foregoing, the Board of Directors’ determination of Fair
Market Value must be evidenced by a Board Resolution attached to an Officers’
Certificate delivered to the Trustee if the Fair Market Value exceeds $50.0
million.

        


        “Fixed Charge Coverage
Ratio” means, with respect to any specified Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Fixed
Charges of such Person for such period. In the event that the specified Person
or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any
Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”),
then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect
to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such
issuance, repurchase or redemption of Preferred Stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of such
period.

        


        In
addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

        


        (1) acquisitions
and dispositions of business entities or property and assets constituting a
division or line of business of any Person that have been made by the specified
Person or any of its Restricted Subsidiaries, including through mergers or
consolidations, during the four-quarter reference period or subsequent to such
reference period and on or prior to the Calculation Date will be given pro forma
effect as if they had occurred on the first day of the four-quarter reference
period and Consolidated Cash Flow for such reference period will be calculated
on a pro forma basis in good faith by the chief financial officer (including
adjustments permitted under Regulation S-X and other cost savings that the
Issuer expects in good faith to achieve within the next twelve months in
connection therewith), but without giving effect to clause (3) of the proviso
set forth in the definition of Consolidated Net Income;

        


        (2) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, will be excluded;

        


        (3) the Fixed
Charges attributable to discontinued operations, as determined in accordance
with GAAP will be excluded, but only to the extent that the obligations giving
rise to such Fixed Charges will not be obligations of the specified Person or
any of its Restricted Subsidiaries following the Calculation Date;
and

        


        (4) consolidated
interest expense attributable to interest on any Indebtedness (whether existing
or being Incurred) computed on a pro forma basis and bearing a
floating interest rate will be computed as if the rate in effect on the
Calculation Date (taking into account any interest rate option, swap, cap or
similar agreement applicable to such Indebtedness if such

        


        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

           

        

        agreement has a remaining term in excess of 12 months or, if
shorter, at least equal to the remaining term of such Indebtedness) had been the
applicable rate for the entire period.

        


        “Fixed Charges” means,
with respect to any specified Person for any period, the sum, without
duplication, of:

        


        (1) the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued, including, without limitation,
amortization of original issue discount, non-cash interest payments, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers’ acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations, but excluding
amortization or the write-off of any deferred financing costs and the
amortization of any discount resulting from any issuance of convertible debt
securities; plus

        


        (2) the
consolidated interest of such Person and its Restricted Subsidiaries that was
capitalized during such period; plus

        


        (3) all
dividends, whether paid or accrued and whether or not in cash, on any series of
Disqualified Stock or Preferred Stock of such Person or any of its Restricted
Subsidiaries, other than dividends on Equity Interests payable solely in Equity
Interests (other than Disqualified Stock) of the Issuer or to the Issuer or a
Restricted Subsidiary of the Issuer,

        


        in each
case, on a consolidated basis and in accordance with GAAP.

        


        “Fixed Rate Notes”
means, collectively, the Initial Fixed Rate Notes and any Additional Fixed Rate
Notes (and constitute a single series hereunder).

        


        “Fixed Rate Notes Applicable
Premium” means, with respect to a Fixed Rate Note at any date of
redemption, the greater of (i) 1.0% of the principal amount of such Fixed Rate
Note and (ii) the excess of (A) the present value at such date of redemption of
(1) the redemption price of such Fixed Rate Note at June 15, 2013 (such
redemption price being set forth in the table appearing under Section 3.07)
plus (2) all remaining
required interest payments due on such Fixed Rate Note through June 15,
2013 (excluding
accrued but unpaid interest to the date of redemption), computed using a
discount rate equal to the Fixed Rate Notes Treasury Rate plus 50 basis points,
over (B) the principal amount of such Fixed Rate Note.

         

        “Fixed Rate Notes Treasury
Rate” means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two Business Days prior to the date fixed for
prepayment (or, if such Statistical Release is no longer published, any publicly
available source for similar market data)) most nearly equal to the then
remaining term of the Notes to June 15, 2013; provided, however, that if the then
remaining term of the Fixed Rate Notes to June 15, 2013 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Fixed Rate Notes Treasury Rate will be obtained by
linear interpolation (calculated to the nearest one-twelfth of a year) from the
weekly average yields of United States Treasury securities for which such yields
are given, except that if the then remaining term of the Fixed Rate Notes to
June 15, 2013 is less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
will be used.

        


        “Floating Rate Notes”
means, collectively, the Initial Floating Rate Notes and any Additional Floating
Rate Notes (and constitute a single series hereunder).

        


        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

           

        

        “Floating
Rate Notes Applicable Premium” means, with respect to a Floating Rate
Note at any date of redemption, the greater of (i) 1.0% of the principal amount
of such Floating Rate Note and (ii) the excess of (A) the present value at such
date of redemption of (1) the redemption price of such Floating Rate Note at
December 15, 2011 (such redemption price being set forth in the table appearing
under Section 3.07) plus (2) all remaining
required interest payments (calculated assuming the then current applicable
interest rate) due on such Floating Rate Note through December 15, 2011
(excluding accrued but unpaid interest to the date of redemption), computed
using a discount rate equal to the Floating Rate Notes Treasury Rate plus 50
basis points, over (B) the principal amount of such Floating Rate Note.

         

        “Floating Rate Notes Treasury
Rate” means the yield to maturity at the time of computation of United
States Treasury securities with a constant maturity (as compiled and published
in the most recent Federal Reserve Statistical Release H.15 (519) which has
become publicly available at least two Business Days prior to the date fixed for
prepayment (or, if such Statistical Release is no longer published, any publicly
available source for similar market data)) most nearly equal to the then
remaining term of the Floating Rate Notes to December 15, 2011; provided, however, that if the then
remaining term of the Floating Rate Notes to December 15, 2011 is not equal to
the constant maturity of a United States Treasury security for which a weekly
average yield is given, the Floating Rate Notes Treasury Rate will be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury securities for which such
yields are given, except that if the then remaining term of the Floating Rate
Notes to December 15, 2011 is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used.

         

        “Foreign Subsidiary”
means any Restricted Subsidiary organized under the laws of any jurisdiction
outside the United States of America.

        


        “GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public
Accountants, the opinions and pronouncements of the Public Issuer Accounting
Oversight Board and in the statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect on the Issue Date.

        


        “Global Note Legend”
means the legend set forth in Section 2.06(g)(ii) hereof, which is required to
be placed on all Global Notes issued under this Indenture.

        


        “Global Notes” means,
individually and collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes, substantially in the form of Exhibits A-1 and
A-2 hereto,
issued in accordance with Section 2.01, 2.06(b), 2.06(d), or 2.06(j)
hereof.

        


        “Government
Securities” means securities that are direct obligations of the United
States of America for the timely payment of which its full faith and credit is
pledged.

        


        “Guarantee” means, as
to any Person, a guarantee other than by endorsement of negotiable instruments
for collection in the ordinary course of business, direct or indirect, in any
manner including, without limitation, by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness of another Person.

        


        “Guarantors”
means:

        


        (1) the Initial Guarantors;
and

        


        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

           

        

        (2) any other Subsidiary that executes a Note Guarantee in
accordance with the provisions of this Indenture;

        


        and their
respective successors and assigns until released from their obligations under
their Note Guarantees and this Indenture in accordance with the terms of this
Indenture.

        


        “Hedging Obligations”
means, with respect to any specified Person, the obligations of such Person
under:

        


        (1) interest
rate swap agreements, interest rate cap agreements, interest rate collar
agreements and other agreements or arrangements with respect to interest
rates;

        


        (2) commodity
swap agreements, commodity option agreements, forward contracts and other
agreements or arrangements with respect to commodity prices (including
agreements protecting against fluctuations in oil, natural gas, or refined
product prices); and

        


        (3) foreign
exchange contracts, currency swap agreements and other agreements or
arrangements with respect to foreign currency exchange rates.

        


        “Holder” means a
Person in whose name a Note is registered.

        


        “Incur” means, with
respect to any Indebtedness, to incur, create, issue, assume, Guarantee or
otherwise become liable for or with respect to, or become responsible for, the
payment of such Indebtedness (and “Incurrence” and “Incurred” will have meanings
correlative to the foregoing); provided that (1) any
Indebtedness of a Person existing at the time such Person becomes a
Restricted Subsidiary of the
Issuer will be deemed to be Incurred by such Restricted Subsidiary at the time
it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of
interest nor the accretion of original issue discount nor the payment of
interest in the form of additional Indebtedness with the same terms and the
payment of dividends on Disqualified Stock or Preferred Stock in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock (to
the extent provided for when the Indebtedness or Disqualified Stock or Preferred
Stock on which such interest or dividend is paid was originally issued) will be
considered an Incurrence of Indebtedness; provided that in each case
the amount thereof is for all other purposes included in the Fixed Charges and
Indebtedness of the Issuer or its Restricted Subsidiary as accrued.

         

        “Indebtedness” means,
with respect to any specified Person, any indebtedness of such Person, whether
or not contingent:

        


        
          (1)  in
respect of borrowed money;

        

        


        (2) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);

        


        
          (3)  in
respect of banker’s acceptances;

        

        


        
          (4)  in
respect of Capital Lease Obligations;

        

        


        (5) in
respect of the balance deferred and unpaid of the purchase price of any property
or services, except any such balance that constitutes an accrued expense or
trade payable;

        


        
          (6)  representing
Hedging Obligations;

        

        


        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

           

        

        (7) representing Disqualified Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued dividends;
or

        


        (8) in the
case of a Subsidiary of such Person that is not a Guarantor, representing
Preferred Stock valued at the greater of its voluntary or involuntary maximum
fixed repurchase price plus accrued dividends.

        


        In
addition, the term “Indebtedness” includes (x) all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such
Indebtedness is assumed by the specified Person), provided that the amount of
such Indebtedness will be the lesser of (A) the Fair Market Value of such asset
at such date of determination and (B) the amount of such Indebtedness, and (y)
to the extent not otherwise included, the Guarantee by the specified Person of
any Indebtedness of any other Person. For purposes hereof, the “maximum fixed
repurchase price” of any Disqualified Stock or Preferred Stock which does not
have a fixed repurchase price will be calculated in accordance with the terms of
such Disqualified Stock or Preferred Stock, as applicable, as if such
Disqualified Stock or Preferred Stock were repurchased on any date on which
Indebtedness will be required to be determined pursuant to this
Indenture.

        


        The
amount of any Indebtedness outstanding as of any date will be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation, and will
be:

         

        (1) the
accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and

        


        
          (2)  the
principal amount thereof, together with any interest thereon that is more than
30  days past
due, in the case of any other Indebtedness.

        

        


        Notwithstanding
the foregoing, Indebtedness will not include any obligations under (i) the Crude
Oil Purchase Agreement with Statoil or (ii) the Ground Lease between DuPont and
a Subsidiary of the Issuer and the Sulfuric Acid Regeneration and Sulfur Gas
Processing Agreement between E.I. DuPont de Nemours and Issuer and Western
Refining Issuer, L.P. executed in connection therewith.

         

        “Indenture” means this
Indenture, as amended, restated, modified, replaced or supplemented from time to
time.

        


        “Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a
Participant.

        


        “Initial Fixed Rate
Notes” has the meaning set forth in the recitals hereto.

        


        “Initial Floating Rate
Notes” has the meaning set forth in the recitals hereto.

        


        “Initial Guarantors”
means all of the Domestic Subsidiaries of the Issuer as of the Issue
Date.

        


        “Initial Notes” has
the meaning set forth in the recitals hereto.

        


        “Initial Purchasers”
means Banc of America Securities LLC, Goldman, Sachs & Co. and the other
initial purchasers party to the purchase agreement dated June 5, 2009 related to
the Notes.

        


        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

        


        “Intercreditor
Agreements” means the Collateral Trust and Intercreditor Agreement and
the Revolver/Term Intercreditor Agreement.

        


        “Interest Payment
Date” means with respect to Fixed Rate Notes, June 15 and December 15,
and with respect to Floating Rate Notes, June 15, September 15, December 15 and
March 15 of each year to the applicable Stated Maturity.

        


        “Interest Period”
means, with respect to the Floating Rate Notes, the period commencing on and
including the Interest Payment Date and ending on and including the day
immediately preceding the next succeeding Interest Payment Date, with the
exception that the first Interest Period shall commence on and include the Issue
Date and end on and include September 15, 2009.

        


        “Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent)
by Moody’s and BBB- (or the equivalent) by S&P, or if either Moody’s or
S&P or both shall not make a rating on the Notes publicly available, an
equivalent rating from a nationally recognized statistical rating agency or
agencies, as the case may be, selected by the Issuer that shall be substituted
for Moody’s or S&P or both.


        


        “Investments” means,
with respect to any Person, all direct or indirect investments by such Person in
other Persons (including Affiliates) in the form of loans or other extensions of
credit (including Guarantees), advances, capital contributions (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP.


        


        If the
Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of
any Equity Interests of any direct or indirect Restricted Subsidiary of the
Issuer such that, after giving effect to any such sale or disposition, such
Person is no longer a Restricted Subsidiary of the Issuer, the Issuer will be
deemed to have made an Investment on the date of any such sale or disposition
equal to the Fair Market Value of the Investment in such Subsidiary not sold or
disposed of. The acquisition by the Issuer or any Restricted Subsidiary of the
Issuer of a Person that holds an Investment in a third Person will be deemed to
be an Investment by the Issuer or such Restricted Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investment held by the
acquired Person in such third Person.

        


        “Issue Date” means the
date of original issuance of the Notes under this Indenture.

        


        “Issuer” has the
meaning set forth in the recitals hereto.

        


        “Issuer Order” means a
written request or order signed on behalf of the Issuer by an Officer of the
Issuer, who must be the principal executive officer, the principal financial
officer, the treasurer or the principal accounting officer of the Issuer, and
delivered to the Trustee.

        


        “Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in The City of New
York or at a place of payment are authorized or required by law, regulation or
executive order to remain closed.

        


        “LIBOR” means, with
respect to any Interest Period, the greater of (a) 3.25% or (b) the interest
rate determined by the Calculation Agent as follows:

        


        (1) the
arithmetic mean of the offered rates for deposits in U.S. dollars for the three-
month period that appear on “Reuters Page LIBOR 01” (or if such page by its
terms provides for

        


        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

           

        

        a single rate, such single rate) at approximately 11:00 a.m., London
time, on the date that is two (2) Business Days before the interest
determination date. “Reuters Page LIBOR 01” means the display page designated as
“LIBOR 01” on the Reuters service for the purpose of displaying London interbank
offered rates of major banks, or any successor page on the Reuters service
selected by the Issuer with the consent of the Calculation Agent, or if the
Issuer determines that no such successor service exists on Reuters, an
equivalent page on any successor service selected by the Issuer with the consent
of the Calculation Agent; or

        


        (2) If a
rate cannot be determined under clause (1) above, the Calculation Agent shall
determine LIBOR on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market (selected by the
Calculation Agent after consulting with the Issuer) at approximately 11:00 a.m.,
London time, on the date that is two (2) Business Days before the interest
determination date to prime banks in the London interbank market for a period of
three months in principal amounts of at least $1,000,000, which rates are
representative for single transactions in such market at such time. In such
case, the Calculation Agent shall request the principal London office of each
such major bank to provide a quotation of that rate. If at least two such
quotations are provided, LIBOR for the applicable interest reset date will be
the arithmetic mean of the quotations. If fewer than two such quotations are
provided as requested, LIBOR for the applicable interest reset date shall be the
arithmetic mean of the rates quoted by three major banks in New York City, New
York (selected by the Calculation Agent after consulting with the Issuer) at
approximately 11:00 a.m. New York time, on the date that is two (2) Business
Days before the interest determination date for the applicable interest reset
date for loans in U.S. dollars to leading banks for a period of three months
commencing on such interest reset date and in a principal amount equal to an
amount not less than $1,000,000, which rates are representative for single
transactions in such market at such time. If fewer than three quotations are
provided as requested, LIBOR for the following Interest Period shall be the same
as the rate determined for the then-current Interest Period.


        


        LIBOR for
the first Interest Period commencing on the Issue Date shall be
3.25%

        


        “Lien” means, with
respect to any asset, any mortgage, deed of trust, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction, but shall not include any operating lease or
operating sale lease-back.

        


        “Net Income” means,
with respect to any specified Person, the net income (loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of
Preferred Stock dividends, excluding, however:

        


        (1) any gain
or loss, together with any related provision for taxes on such gain or loss,
realized in connection with: (a) any sale of assets outside the ordinary course
of business of such Person; or (b) the disposition of any securities by such
Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted
Subsidiaries;


        


        (2) any
extraordinary or non-recurring gain or loss, together with any related provision
for taxes on such extraordinary or non-recurring gain or loss;

        


        
          (3)  any
restructuring charges; and

        

        


        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

           

        

        (4) any asset impairment charges, including any
“lower-of-cash-or-market value” inventory writedown and any amortization of
intangibles as a result of the application of purchase accounting, and any
non-cash compensation expense.

        


        “Net Proceeds” means
the aggregate cash proceeds, including payments in respect of deferred payment
obligations (to the extent corresponding to the principal, but not the interest
component, thereof) received by the Issuer or any of its Restricted Subsidiaries
in respect of any Asset Sale (including, without limitation, any cash received
upon the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of (1) the direct costs relating to such Asset Sale, including,
without limitation, legal, accounting, investment banking and brokerage fees,
and sales commissions, and any relocation expenses incurred as a result thereof,
(2) taxes paid or payable as a result thereof, in each case, after taking into
account any available tax credits or deductions and any tax sharing
arrangements, (3) amounts required to be applied to the repayment of
Indebtedness or other liabilities secured by a Lien on the asset or assets that
were the subject of such Asset Sale or required to be paid as a result of such
sale, (4) any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP, (5) in the case of any Asset Sale
by a Restricted Subsidiary of the Issuer, payments to holders of Equity
Interests in such Restricted Subsidiary in such capacity (other than such Equity
Interests held by the Issuer or any Restricted Subsidiary thereof) and (6)
appropriate amounts to be provided by the Issuer or its Restricted Subsidiaries
as a reserve against liabilities associated with such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as determined
in accordance with GAAP; provided that (a) excess
amounts set aside for payment of taxes pursuant to clause (2) above remaining
after such taxes have been paid in full or the statute of limitations therefor
has expired and (b) amounts initially held in reserve pursuant to clause (6) no
longer so held, will, in the case of each of subclause (a) and (b), at that time
become Net Proceeds.


        


        “Non-U.S. Person”
means a Person who is not a U.S. Person.

        


        “Note Guarantee” means
a Guarantee of the Notes pursuant to this Indenture.

        


        “Notes” means,
collectively, the Fixed Rate Notes and the Floating Rate Notes authenticated and
delivered under this Indenture (each of which constitute a separate series
hereunder but shall vote together for all purposes under this Indenture). For
all purposes of this Indenture, the term “Notes” shall also include any
Additional Notes that may be issued under a supplemental indenture.

        


        “Notes Obligations”
means Obligations under this Indenture.

        


        “Obligations” means
any principal, interest, penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

        


        “Offering Memorandum”
means the offering memorandum, dated June 5, 2009 relating to the sale of the
Initial Notes.

        


        “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.

        


        “Officers’
Certificate” means a certificate signed on behalf of the Issuer by at
least two Officers of the Issuer, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer, that meets the requirements of this
Indenture.

        


        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

           

        

        “OID
Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be
placed on all Notes issued under this Indenture that have more than a de minimis
amount of original issue discount for U.S. federal income tax purposes.

        


        “Opinion of Counsel”
means an opinion from legal counsel who is reasonably acceptable to the Trustee
(who may be counsel to or an employee of the Issuer) that meets the requirements
of this Indenture.

        


        “Other Pari Passu Secured
Obligations” means any Additional Notes and related Note Guarantees and
any other Indebtedness; provided, that such
Indebtedness (a) contains terms and covenants that are, in the good faith
opinion of the Issuer, customary for such other Indebtedness of such type based
on then-current market conditions and (b) is secured by the Terms and Notes
Collateral.

        


        “Pari Passu
Indebtedness” means: (1) with respect to the Issuer, the Notes and any
Indebtedness which ranks pari
passu in right of payment to the Notes; and (2) with respect to any
Guarantor, its Note Guarantee and any Indebtedness which ranks pari passu in right of
payment to such Guarantor’s Note Guarantee.

        


        “Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream, respectively (and, with
respect to DTC, shall include Euroclear and Clearstream).

        


        “Permitted Asset Swap”
means the concurrent purchase and sale or exchange of Related Business Assets or
a combination of Related Business Assets and cash or Cash Equivalents between
the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or
Cash Equivalents received must be applied in accordance with Section 4.10
hereof.

        


        “Permitted Business”
means any business conducted or proposed to be conducted (as described in the
Offering Memorandum) by the Issuer and its Restricted Subsidiaries on the Issue
Date and other businesses reasonably related or ancillary thereto.

        


        “Permitted Holder”
means each of Paul L. Foster, Jeff A. Stevens, Scott D. Weaver and Ralph A.
Schmidt and their respective immediate family members (as defined by the
National Association of Security Dealers Automatic Quotation system listing
requirements) or the spouses and former spouses (including widows and widowers),
heirs or lineal descendants of any of the foregoing; (2) Franklin Mountain
Investments Limited Partnership; and (3) any Affiliate of the
foregoing.

        


        “Permitted
Investments” means:

        


        
          (1)  any
Investment in the Issuer or in a Restricted Subsidiary of the
Issuer;

        

        


        
          (2)  any
Investment in Cash Equivalents;

        

        


        (3) any
Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person,
if as a result of such Investment:

        


        
          (a)  such
Person becomes a Restricted Subsidiary of the Issuer; or

        

        


        (b) such
Person is merged, consolidated or amalgamated with or into, or transfers or
conveys substantially all of its assets to, or is liquidated into, the Issuer or
a Restricted Subsidiary of the Issuer;

        


        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

        


        (4) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with, or in connection with a disposition of assets exempt from Section
4.10;

        


        
          (5)  Hedging
Obligations that are otherwise permitted under this
Indenture;

        

        


        (6) stock,
obligations or securities received in satisfaction of claims or judgments, in
compromise or settlement of debts created in the ordinary course of business, or
by reason of a composition or readjustment of debts or reorganization of another
Person;

        


        
          (7)  stock,
obligations or securities received in satisfaction of
judgments;

        

        


        (8) Investments
made in exchange for Equity Interests (other than Disqualified Stock) of the
Issuer;

        


        (9) advances
or other loans to customers or suppliers in the ordinary course of business and
endorsements for collection or deposit arising in the ordinary course of
business;

        


        (10) commission,
payroll, travel and similar advances to officers and employees of the Issuer or
any of its Restricted Subsidiaries that are expected at the time of such advance
ultimately to be recorded as an expense in conformity with GAAP;

        


        (11) other
Investments in any Person in an aggregate amount (measured on the date each such
Investment was made and without giving effect to subsequent changes in value),
when taken together with all other Investments made in reliance on this clause
that are at the time outstanding, not to exceed $100.0 million (net of, with
respect to the Investment in any particular Person, the cash return thereon
received after the Issue Date as a result of any sale for cash, repayment,
redemption, liquidating distribution or other cash realization, not to exceed
the amount of Investments in such Person made after the Issue Date in reliance
on this clause); provided, however, that if any
Investment pursuant to this clause is made in any Person that is not a Restricted Subsidiary
of the Issuer at the date of the making of such Investment and such Person
becomes a Restricted Subsidiary of the Issuer after such date, such Investment
shall thereafter be deemed to have been made pursuant to clause (1) above and
shall cease to have been made pursuant to this clause for so long as such Person
continues to be a Restricted Subsidiary;

        


        (12) Investments
in Unrestricted Subsidiaries and joint ventures in an aggregate amount, taken
together with all other Investments made in reliance on this clause that are at
the time outstanding, not to exceed $50.0 million at the time of Investment (net
of, with respect to the Investment in any particular Person, the cash return
thereon received after the Issue Date as a result of any sale for cash,
repayment, redemption, liquidating distribution or other cash realization, not
to exceed the amount of Investments in such Person made after the Issue Date in
reliance on this clause); provided, however, that if any
Investment pursuant to this clause is made in any Person that is not a
Restricted Subsidiary of the Issuer at the date of the making of such Investment
and such Person becomes a Restricted Subsidiary of the Issuer after such date,
such Investment shall thereafter be deemed to have been made pursuant to clause
(1) above and shall cease to have been made pursuant to this clause for so long
as such Person continues to be a Restricted Subsidiary; and


        


        
          (13)  Investments
arising as a result of any Permitted Receivables Financing.

        

        


        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

         

        “Permitted
Liens” means:

        


        (1) Liens on
the assets of the Issuer and any Guarantor securing Indebtedness Incurred under
Section 4.09(b)(i) and securing any other Obligations owed to the lenders under
such Indebtedness, and Hedging Obligations and cash management obligations to
Persons that are (or were at the time of entry into the arrangement) lenders or
Affiliates of lenders under such Indebtedness;


        


        
          (2)  Liens in
favor of the Issuer or any Restricted Subsidiary that is a
Guarantor;

        

        


        (3) Liens on
property of a Person existing at the time such Person is merged with or into or
consolidated with the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were
in existence prior to the contemplation of such merger or consolidation and do
not extend to any assets other than those of the Person merged into or
consolidated with the Issuer or the Restricted Subsidiary;

        


        (4) Liens on
property existing at the time of acquisition thereof by the Issuer or any
Restricted Subsidiary of the Issuer, provided that such Liens were
in existence prior to the contemplation of such acquisition and do not extend to
any property other than the property so acquired by the Issuer or the Restricted
Subsidiary;

        


        (5) Liens
securing (i) Other Pari Passu Secured Obligations, together with any Permitted
Refinancing Indebtedness thereof secured by Liens permitted under clause (8)
hereof, in a principal amount not to exceed $200.0 million plus 30% of
After-Acquired Property Plant and Equipment at any one time outstanding
(measured at the time of incurrence) and securing Obligations in respect
thereof; provided that
Liens securing such Other Pari Passu Secured Obligations are equal and ratable
with the Liens securing the Notes and the Note Guarantees, and (ii) the Notes
(other than any Additional Notes and related guarantees) and the Note Guarantees
and obligations in respect thereof;

        


        (6) Liens on
the assets of the Issuer and any Restricted Subsidiary securing Indebtedness
Incurred under Section 4.09(b)(xiii) and Obligations in respect
thereof;

        


        (7) Liens
existing on the Issue Date (other than any Liens securing Indebtedness Incurred
under Section 4.09(b)(i));

        


        (8) Liens
securing Permitted Refinancing Indebtedness; provided that such Liens do
not extend to any property or assets other than the property or assets that
secure the Indebtedness being refinanced;

        


        (9) Liens on
property or assets used to defease or to satisfy and discharge Indebtedness;
provided that (a) the
Incurrence of such Indebtedness was not prohibited by this Indenture and (b)
such defeasance or satisfaction and discharge is not prohibited by this
Indenture;

        


        (10) Liens to
secure Indebtedness (including Capital Lease Obligations) permitted by Section
4.09(b)(iv) and Obligations in respect thereof; provided that any such Lien
(i) covers only the assets acquired, constructed or improved with such
Indebtedness and (ii) is created within 366  days of
such acquisition, construction or improvement;

        


        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

        (11) Liens on cash or Cash Equivalents securing Hedging Obligations of
the Issuer or any of its Restricted Subsidiaries (a) that are permitted to be
Incurred under this Indenture, or (b)  securing
letters of credit that support such Hedging Obligations;

        


        (12) Liens
incurred or deposits made in the ordinary course of business in connection with
worker’s compensation, unemployment insurance or other social security
obligations;

        


        (13) Lien,
deposits or pledges to secure the performance of bids, tenders, contracts (other
than contracts for the payment of Indebtedness), leases, letters of credit (or
reimbursement obligations in respect thereof) or other similar obligations
arising in the ordinary course of business;

         

        (14) survey
exceptions, encumbrances, easements or reservations of, or rights of other for,
rights of way, zoning or other restrictions as to the use of properties, and
defects in title which, in the case of any of the foregoing, were not incurred
or created to secure the payment of Indebtedness, and which in the aggregate do
not materially adversely affect the value of such properties or materially
impair the use for the purposes of which such properties are held by the Issuer
or any of its Restricted Subsidiaries;

        


        (15) judgment
and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated
rights related to litigation being contested in good faith by appropriate
proceedings and for which adequate reserves have been made;

        


        (16) Liens,
deposits or pledges to secure public or statutory obligations, surety, stay,
appeal, indemnity, performance or other similar bonds or obligations; and Liens,
deposits or pledges in lieu of such bonds or obligations, or to secure such
bonds or obligations, or to secure letters of credit in lieu of or supporting
the payment of such bonds or obligations;

        


        (17) Liens in
favor of collecting or payor banks having a right of setoff, revocation, refund
or chargeback with respect to money or instruments of the Issuer or any
Subsidiary thereof on deposit with or in possession of such bank;

        


        (18) any
interest or title of a lessor, licensor or sublicensor in the property subject
to any lease, license or sublicense (other than any property that is the subject
of a Sale Leaseback Transaction);

        


        (19) Liens for
taxes, assessments and governmental charges not yet delinquent or being
contested in good faith and for which adequate reserves have been established to
the extent required by GAAP;

        


        (20) Mechanics’,
workmen’s, materialmen’s, operator’s or similar Liens arising in the ordinary
course of business for sums not yet delinquent, which are not overdue for a
period of more than 30 days or being contested in good faith by appropriate
action;

        


        (21) Liens in
connection with workmen’s compensation, unemployment insurance or other social
security, old age pension or public liability obligations not yet due or which
are being contested in good faith by appropriate action;

        


        (22) Liens on,
or related to, properties to secure all or part of the costs incurred in the
ordinary course of business of exploration, drilling, development or operation
thereof;

        


        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

         

        
          (23)  Liens on pipeline or pipeline facilities which arise out of
operation of law;


        
        

        


        (24) Liens
reserved in oil and gas mineral leases for bonus or rental payments and for
compliance with the terms of such leases, and Liens arising under partnership
agreements, oil and gas leases, farm-out agreements, division orders, contracts
for the sale, purchase, exchange, transportation or processing of oil, gas or
other hydrocarbons, unitization and pooling declarations and agreements,
development agreements, operating agreements, area of mutual interest
agreements, and other agreements which are customary in any Permitted
Business;

        


        (25) Liens
arising from precautionary UCC financing statements regarding operating leases
or consignments;

        


        
          (26)  Liens of
franchisors in the ordinary course of business not securing
Indebtedness;

        

        


        (27) Liens
incurred in the ordinary course of business not in the aggregate materially
detracting from the value of the properties or their use in the operation of the
business of the Issuer and its Restricted Subsidiaries;

        


        
          (28)  Liens on
the assets of any Foreign Subsidiary;

        

        


        
          (29)  Liens
arising under any Permitted Receivables Financing; and

        

        


        (30) (a) Liens
(including Liens on Collateral to the extent provided herein) on crude oil
supplied by Statoil pursuant to the Crude Oil Purchase Agreement with Statoil,
securing Indebtedness owed to Statoil incurred or assumed for the purpose of
financing all or any part of the cost of acquiring such crude oil; provided, that (i) any such
Lien has attached prior to acquisition of such crude oil or attaches to such
crude oil concurrently with or within 60 days after the acquisition thereof, and
(ii) the principal amount of the Indebtedness secured thereby does not exceed
the cost of such crude oil, and (b) the interests of E.I. DuPont de Nemours and
Company (“DuPont”)
under the Ground Lease between DuPont (executed by DuPont on June 29, 2005) and
Western Refining Issuer, L.P. (executed by Western Refining Issuer, L.P. on June
27, 2005).

         

        “Permitted Receivables
Financing” means any receivables financing facility or arrangement
pursuant to which a Securitization Subsidiary purchases or otherwise acquires
accounts receivable of the Issuer or any Restricted Subsidiaries and enters into
a third party financing thereof on terms that the Board of Directors has
concluded are customary and market terms fair to the Issuer and its Restricted
Subsidiaries.


        


        “Permitted Refinancing
Indebtedness” means any Indebtedness of the Issuer or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are
used to extend, refinance, renew, replace, defease or refund other Indebtedness
of the Issuer or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided
that:

        


        (1) the
amount of such Permitted Refinancing Indebtedness does not exceed the amount of
the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus all accrued and unpaid interest thereon and the amount of any
reasonably determined premium necessary to accomplish such refinancing and such
reasonable expenses incurred in connection therewith);

        


        
          
            
            

          

          
            -21-

            
              

            

          

          
            
            

          

        

         

        (2) such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded;

        


        (3) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes or the Note Guarantees, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of the Notes and is subordinated in right of payment to the
Notes or the Note Guarantees, as applicable, on terms at least as favorable,
taken as a whole, to the Holders of Notes as those contained in the
documentation governing the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; and

         

        (4) such
Indebtedness is Incurred by either (a) the Restricted Subsidiary that is the
obligor on the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded or (b) the Issuer or a Guarantor.

        


        “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
Issuer, trust, unincorporated organization, limited liability company or
government or other entity.


        


        “Pipelines” means,
collectively Pipeline System located in New Mexico and shall also include any
pipelines acquired by the Issuer or a Subsidiary after the Closing
Date.

        


        “Pipeline System”
shall have the meaning set forth in Section 1.2 of the Mortgage, Assignment of
Rents and Leases, Security Agreement, Fixture Filing and Financing Statement
(the “Mortgage
Assignment”) dated July 5, 2007 made by Western Refining Pipeline Company
(f/k/a Giant Pipeline Company) for the benefit of Bank of America, N.A. as
Administrative Agent, and the Lenders, as defined in the Term Loan Credit
Agreement and, after such Mortgage Assignment is assigned to the Collateral
Trustee and modified or amended and restated as provided in Section 4.20,
“Pipeline System” shall have the meaning stated in such modification or
amendment and restatement.

        


        “Preferred Stock”
means, with respect to any Person, any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to
dividends or redemptions upon liquidation.

        


        “Private Placement
Legend” means the legend set forth in Section 2.06(g)(i) hereof to be
placed on all Notes issued under this Indenture, except where otherwise
permitted by the provisions of this Indenture.

        


        “Property” means the
Refineries and Pipelines and the real estate upon which the Refineries and
Pipelines are located, other real estate owned by one or more of the Issuer and
the Guarantors, and the interests in real property created by easements or
rights of way in favor of the Issuer or any Guarantor, together with all
interests of the Issuer and its Subsidiaries in the improvements thereon, the
fixtures and equipment located thereon or located elsewhere and used in the
business of the Issuer or its Subsidiaries.


        


        “Property Plant and
Equipment” means the property, plant and equipment (net) of the Issuer
and its Restricted Subsidiaries on a consolidated basis, as shown on the most
recent balance sheet of the Issuer (determined on a pro forma basis to give
effect to any acquisition or disposition of assets made after such balance sheet
date and on or prior to the date of determination).

        


        
          
            
            

          

          
            -22-

            
              

            

          

          
            
            

          

           

        

        “QIB” means a
“qualified institutional buyer” as defined in Rule 144A.

        


        “Record Date” for the
interest payable on any applicable Interest Payment Date means, with respect to
the Fixed Rate Notes, June 1 and December 1, and with respect to Floating Rate
Notes, June 1, September 1, December 1 and March 1 (whether or not a Business
Day) next preceding such Interest Payment Date.

        


        “Refineries” means,
collectively, the Bloomfield Refinery, the Ciniza Refinery, the El Paso Refinery
and the Yorktown Refinery. The term “Refineries” and shall also include any
refinery acquired by the Issuer or a Subsidiary after the Issue
Date.

        


        “Regulation S” means
Regulation S promulgated under the Securities Act.

        


        “Regulation S Global
Note” means a Global Note substantially in the form of Exhibits A- 1 and A-2 hereto, bearing
the Global Note Legend, the OID Legend and the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes sold in reliance on Regulation S.

        


        “Related Business
Assets” means assets (other than cash or Cash Equivalents) used or useful
in a Permitted Business; provided that any assets
received by the Issuer or a Restricted Subsidiary in exchange for assets
transferred by the Issuer or a Restricted Subsidiary will not be deemed to be
Related Business Assets if they consist of securities of a Person, unless upon
receipt of the securities of such Person, such Person is or would become a
Restricted Subsidiary.

        


        “Replacement Assets”
means (1) assets that will be used or useful in a Permitted Business or (2)
substantially all the assets of a Permitted Business or a majority of the Voting
Stock of any Person engaged in a Permitted Business that will become on the date
of acquisition thereof a Restricted Subsidiary that is a Guarantor; provided, however, if the Issuer
consummates an Asset Sale of assets that are part of the Issuer’s refining
business segment and which assets constitute Term and Notes Collateral, the term
Replacement Asset shall mean the Replacement Assets that are used in the
Issuer’s refining business segment.

        


        “Responsible Officer”
means, when used with respect to the Trustee, any officer within the corporate
trust department of the Trustee, including any managing director, director, vice
president, assistant vice president, trust officer or any other officer of the
Trustee who customarily performs functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such Person’s knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

         

        “Restricted Definitive
Note” means a Definitive Note bearing the Private Placement Legend and
the OID Legend.

        


        “Restricted Global
Note” means a Global Note bearing the Private Placement Legend and the
OID Legend.

        


        “Restricted
Investment” means an Investment other than a Permitted
Investment.

        


        “Restricted Period”
means the 40-day distribution compliance period as defined in Regulation
S.

        


        
          
            
            

          

          
            -23-

            
              

            

          

          
            
            

          

        

         

        “Restricted
Subsidiary” of a Person means any Subsidiary of such Person that is not
an Unrestricted Subsidiary.

        


        “Revolver Agent” means
Administrative Agent under the Revolving Credit Agreement.

        


        “Revolver Collateral”
means the portion of the collateral as to which the Revolving Credit Agreement
has a priority security interest related to the Term and Notes
Obligations.

        


        “Revolver Debt” means
any Indebtedness under the Revolving Credit Agreement.

        


        “Revolver/Term Intercreditor
Agreement” means the Intercreditor Agreement, dated as of May 31, 2007
(as amended on June 20, 2008 and June 12, 2009, and as further amended,
restated, supplemented or otherwise modified or replaced from time to time),
among the Issuer, the other Grantors, the Term Loan Administrative Agent, Bank
of America, N.A., in its capacity as administrative agent for the Revolver
Lenders (as defined in such intercreditor agreement), Bank of America, N.A., in
its capacity as control collateral agent for the Revolver Agent and the Term
Agent (as such terms are defined in such intercreditor agreement) and the
Collateral Trustee.

        


        “Revolving Credit
Agreement” means that certain Revolving Credit Agreement, dated as of May
31, 2007, by and among the Issuer, as borrower, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and L/C Issuer and the other lenders
named therein providing for up to $800.0 million in revolving credit borrowings,
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
restated, modified, renewed, refunded, replaced or refinanced from time to time,
regardless of whether such amendment, restatement, modification, renewal,
refunding, replacement or refinancing is with the same financial institutions or
otherwise.

        


        “Rule 144” means Rule
144 promulgated under the Securities Act.

        


        “Rule 144A” means Rule
144A promulgated under the Securities Act.

        


        “Rule 903” means Rule
903 promulgated under the Securities Act.

        


        “Rule 904” means Rule
904 promulgated under the Securities Act.

        


        “San Juan” means San
Juan Refinery Company, a New Mexico corporation.

        


        “Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.

        


        “Securitization
Subsidiary” means a Subsidiary of the Issuer

        


        
          (1)  that is
designated a “Securitization Subsidiary” by the Board of
Directors,

        

        


        
          (2)  that does
not engage in, and whose charter prohibits it from engaging in, any activities
other than Permitted Receivables Financings and any activity necessary,
incidental or related thereto,

        

        


        
          (3)  no
portion of the Indebtedness or any other obligation, contingent or otherwise, of
which

        

        


        
          (a)  is
Guaranteed by the Issuer or any Restricted Subsidiary of the
Issuer,

        

        


        
          
            
            

          

          
            -24-

            
              

            

          

          
            
            

          

        

        


        
        

        
          (b)  is
recourse to or obligates the Issuer or any Restricted Subsidiary of the Issuer
in any way, or

        

        


        
          (c)  subjects
any property or asset of the Issuer or any Restricted Subsidiary of the Issuer,
directly or indirectly, contingently or otherwise, to the satisfaction
thereof,

        

        


        
          (4)  with
respect to which neither the Issuer nor any Restricted Subsidiary of the Issuer
(other than an Unrestricted Subsidiary) has any obligation to maintain or
preserve such its financial condition or cause it to achieve certain levels of
operating results

        

        


        other
than, in respect of clauses (3) and (4), pursuant to customary representations,
warranties, covenants and indemnities entered into in connection with a
Permitted Receivables Financing.

        


        “Security Documents”
means the Collateral Trust and Intercreditor Agreement, Revolver/Term
Intercreditor Agreement, and any other intercreditor agreements and one or more
security agreements, pledge agreements, collateral assignments, mortgages,
collateral agency agreements, deeds of trust or other grants or transfers for
security executed and delivered by the Issuer, a Guarantor or any other Obligor
creating (or purporting to create) a Lien upon the Collateral as contemplated by
this Indenture and the Security Documents, in each case, as amended, modified,
renewed, restated or replaced, in whole or in part, from time to time, in
accordance with its terms.

        


        “Significant
Subsidiary” means any Restricted Subsidiary that would constitute a
“significant subsidiary” within the meaning of Rule 1-02(w)(1) or (2) of
Regulation S-X of the Securities Act.

         

        “Stated Maturity”
means, with respect to any installment of interest or principal on any series of
Indebtedness, the date on which such payment of interest or principal was
scheduled to be paid in the original documentation governing such Indebtedness,
and will not include any contingent obligations to repay, redeem or repurchase
any such interest or principal prior to the date originally scheduled for the
payment thereof.

        


        “Subordinated
Indebtedness” means:

        


        (1) any
Indebtedness of the Issuer which is by its terms subordinated in right of
payment to the Notes; and

        


        (2) any
Indebtedness of any Guarantor which is by its terms subordinated in right of
payment to the Guarantee of such entity of the Notes.

        


        “Subsidiary” means,
with respect to any specified Person:

        


        (1) any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

        


        (2) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are such Person or one or more Subsidiaries of such Person (or
any combination thereof).

        


        
          
            
            

          

          
            -25-

            
              

            

          

          
            
            

          

           

        

        “Term and
Notes Collateral” means the portion of the Collateral as to which the
Notes have a priority security interest relative to Revolver Debt.

        


        “Term and Notes
Obligations” means, collectively, (a) the Term Loan Obligations, (b) the
Notes Obligations and (c) any Obligations under Other Pari Passu Secured
Obligations.

        


        “Term and Notes Secured
Parties” means (a) the Collateral Trustee, (b) the lenders under the Term
Loan Credit Agreement, (c) the holders of the Notes and (d) any holders of any
Other Pari Passu Secured Obligations.

        


        “Term Collateral
Account” shall have the meaning set forth in the Collateral Trust and
Intercreditor Agreement.

        


        “Term Loan Agent”
means the Administrative Agent under the Term Loan Credit Agreement.

        


        “Term Loan Credit
Agreement” means that certain Term Loan Credit Agreement, dated as of May
31, 2007, by and among the Issuer, as borrower, Bank of America, N.A., as
Administrative Agent and the other lenders named therein providing for up to
$1,400.0 million in term loan borrowings, including any related notes,
Guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, restated, modified, renewed,
refunded, replaced or refinanced from time to time, regardless of whether such
amendment, restatement, modification, renewal, refunding, replacement or
refinancing is with the same financial institutions or otherwise.

        


        “Term Loan Debt” means
any Indebtedness under the Term Loan Credit Agreement.

        


        “Term Loan
Obligations” means Obligations under the Term Loan Credit
Agreement.

        


        “Total Assets” means
(i) in the case of the Issuer, the total consolidated assets of the Issuer and
its Restricted Subsidiaries, as shown on the most recent balance sheet of the
Issuer provided to the Trustee pursuant to Section 4.03 and (ii) in the case of
any Person or Persons, the total combined or consolidated assets of such Person
or Persons, as of the end of the most recent fiscal quarter, (in each case
determined on a pro forma basis to give effect to any acquisition or disposition
of assets made after such balance sheet date and on or prior to the date of
determination).

        


        “Transfer Agent” means
the Person specified in Section 2.03 hereof as the Transfer Agent, and any and
all successors thereto, to receive on behalf of the Registrar any Notes or
Exchange Notes for transfer or exchange pursuant to this Indenture.

        


        “Trust Indenture Act”
means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§
77aaa-77bbbb).

        


        “Trustee” means The
Bank of New York Mellon Trust Company, as trustee, until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

        


        “Uniform Commercial
Code” means the Uniform Commercial Code as in effect in the relevant
jurisdiction from time to time. Unless otherwise specified, references to the
Uniform Commercial Code herein refer to the New York Uniform Commercial
Code.

        


        “Unrestricted Definitive
Note” means one or more Definitive Notes that do not bear and are not
required to bear the Private Placement Legend.

        


        
          
            
            

          

          
            -26-

            
              

            

          

          
            
            

          

           

        

        “Unrestricted Global
Note” means a permanent Global Note, substantially in the form of Exhibits A-1 and A-2 attached hereto,
that bears the Global Note Legend and the OID Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing Notes that do not bear the Private Placement
Legend.

        


        “Unrestricted
Subsidiary” means (i) any Securitization Subsidiary and (ii) any
Subsidiary of the Issuer that is designated by the Board of Directors of the
Issuer as an Unrestricted Subsidiary pursuant to a Board Resolution in
compliance with Section 4.18, and any Subsidiary of such
Subsidiary.

        


        “U.S. Person” means a
U.S. person as defined in Rule 902(k) under the Securities Act.

        


        “Voting Stock” means
of any Person as of any date means the Capital Stock of such Person that is
ordinarily entitled to vote in the election of the Board of Directors of such
Person.

        


        “Weighted Average Life to
Maturity” when applied to any Indebtedness at any date, the number of
years obtained by dividing:

        


        (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment; by

        


        
          (2)  the then
outstanding principal amount of such Indebtedness.

        

        


        “Western L.P.” means
Western Refining Company, L.P., a Delaware limited partnership.

        


        “Western Southwest”
means Western Refining Southwest, Inc. (f/k/a Giant Industries Arizona, Inc.),
an Arizona corporation.

        


        “Western Yorktown”
means Western Refining Yorktown, Inc. (f/k/a Giant Yorktown, Inc.), a Delaware
corporation and a wholly-owned Subsidiary of Western Southwest.

        


        “Wholly-Owned” means
with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the
outstanding Capital Stock of which (other than any director’s qualifying shares)
is owned by the Issuer and one or more Wholly Owned Restricted Subsidiaries (or
a combination thereof).

        


        “Yorktown Refinery”
means the refinery located in or near Yorktown, Virginia, and the land and other
real estate appurtenant thereto, owned and operated by Western
Yorktown.

         

        
          Section
1.02          
Other
Definitions.

        

         

        
          	
                  Term

                	
                  
                    Defined
      in

                      
      Section   

                  

                
	 	 
	
                  “Affiliate
      Transaction”

                	
                  4.11

                
	
                  “Agreed
      Order Coverage”

                	
                  4.16

                
	
                  “Asset
      Sale Offer”

                	
                  4.10

                
	
                  “Authentication
      Order”

                	
                  2.02

                
	
                  “Change
      of Control Offer”

                	
                  4.14

                
	
                  “Change
      of Control Payment”

                	
                  4.14

                
	
                  “Change
      of Control Payment Date”

                	
                  4.14

                


        

         

        
          
            
            

          

          
            -27-

            
              

            

          

          
            
            

          

        

      

       

      
        
          
            	
                    Term

                  	
                    
                      Defined
      in

                        
      Section   

                    

                  
	 	 
	
                    “Collateral
      Asset Sale Offer”

                  	
                    4.10

                  
	
                    “Collateral
      Offer Amount”

                  	
                    3.09

                  
	
                    “Collateral
      Offer Period”

                  	
                    3.09

                  
	
                    “Collateral
      Purchase Date”

                  	
                    3.09

                  
	
                    “Collateral
      Excess Proceeds”

                  	
                    4.10

                  
	
                    “Collateral
      Excess Proceeds Trigger Date”

                  	
                    4.10

                  
	
                    “Covenant
      Defeasance”

                  	
                    8.03

                  
	
                    “DTC”

                  	
                    2.03

                  
	
                    “Event
      of Default”

                  	
                    6.01

                  
	
                    “Excess
      Proceeds”

                  	
                    4.10

                  
	
                    “Excess
      Proceeds Trigger Date”

                  	
                    4.10

                  
	
                    “Existing
      Mortgages”

                  	
                    4.20

                  
	
                    “Legal
      Defeasance”

                  	
                    8.02

                  
	
                    “Mortgage
      Closing Date”

                  	
                    4.20

                  
	
                    “Mortgage
      Policies”

                  	
                    4.20

                  
	
                    “Mortgages”

                  	
                    4.20

                  
	
                    “Note
      Register”

                  	
                    2.03

                  
	
                    “Offer
      Amount”

                  	
                    3.10

                  
	
                    “Offer
      Period”

                  	
                    3.10

                  
	
                    “Paying
      Agent”

                  	
                    2.03

                  
	
                    “Payment
      Default”

                  	
                    6.01

                  
	
                    “Permitted
      Debt”

                  	
                    4.09

                  
	
                    “Purchase
      Date”

                  	
                    3.10

                  
	
                    “Registrar”

                  	
                    2.03

                  
	
                    “Restricted
      Payments”

                  	
                    4.07

                  
	
                    “Suspended
      Covenants”

                  	
                    4.22

                  
	
                    “Term
      Loan Casualty Proceeds Account”

                  	
                    4.16

                  


          


          
            Section 1.03           Incorporation by Reference
of Trust Indenture Act

          

        

      

      
         

        Whenever
this Indenture specifically refers to a provision of the Trust Indenture Act and
rules and regulations applicable to this Indenture, the provision is
incorporated by reference in and made a part of this Indenture.

        


        The
following Trust Indenture Act terms used in this Indenture have the following
meanings:

        


        “indenture
securities” means the Notes;

        


        “indenture
security Holder” means a Holder of a Note;

        


        “indenture
to be qualified” means this Indenture;

        


        “indenture
trustee” or “institutional trustee” means the Trustee; and

        


        “obligor”
on the Notes and the Note Guarantees means the Issuer and the Guarantors,
respectively, and any successor obligor upon the Notes and the Note Guarantees,
respectively.

        


        
          
            
            

          

          
            -28-

            
              

            

          

          
            
            

          

        

        


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

        


        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)  “will”
shall be interpreted to express a command;

        

        


        
          (f)  provisions
apply to successive events and transactions;

        

        


        (g) references
to sections of, or rules under, the Securities Act shall be deemed to include
substitute, replacement or successor sections or rules adopted by the Commission
from time to time;

        


        (h) unless
the context otherwise requires, any reference to an “Article,” “Section” or
“clause” refers to an Article, Section or clause, as the case may be, of this
Indenture; and

        


        (i) the words
“herein,” “hereof” and “hereunder” and other words of similar import refer to
this Indenture as a whole and not any particular Article, Section, clause or
other subdivision.

        


        Section
1.05           Acts of
Holders.

        


        (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered to
the Trustee and, where it is hereby expressly required, to the Issuer. Proof of
execution of any such instrument or of a writing appointing any such agent, or
the holding by any Person of a Note, shall be sufficient for any purpose of this
Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section 1.05.

        


        (b) The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by the
certificate of any notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
or on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute proof of the authority of the Person executing
the same. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that the Trustee deems sufficient.

        


        
          
            
            

          

          
            -29-

            
              

            

          

          
            
            

          

        

         

        
          (c) The
ownership of Notes shall be proved by the Note Register.


         

        
          (d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by
the Holder of any Note shall bind every future Holder of the same Note and the
Holder of every Note issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, in respect of any action taken, suffered
or omitted by the Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Note.

        

        


        (e) The
Issuer may set a record date for purposes of determining the identity of Holders
entitled to give any request, demand, authorization, direction, notice, consent,
waiver or take any other act, or to vote or consent to any action by vote or
consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Issuer prior to the first solicitation of
a Holder made by any Person in respect of any such action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of 30
days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee prior to such
solicitation.

        


        (f)
Without limiting the foregoing, a Holder entitled to take any action hereunder
with regard to any particular Note may do so with regard to all or any part of
the principal amount of such Note or by one or more duly appointed agents, each
of which may do so pursuant to such appointment with regard to all or any part
of such principal amount. Any notice given or action taken by a Holder or its
agents with regard to different parts of such principal amount pursuant to this
paragraph shall have the same effect as if given or taken by separate Holders of
each such different part.

        


        (g)
Without limiting the generality of the foregoing, a Holder, including DTC that
is the Holder of a Global Note, may make, give or take, by a proxy or proxies
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and DTC that is the Holder of a Global Note may
provide its proxy or proxies to the beneficial owners of interests in any such
Global Note through such depositary’s standing instructions and customary
practices.

        


        (h) The
Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in any Global Note held by DTC entitled under the
procedures of such depositary to make, give or take, by a proxy or proxies duly
appointed in writing, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in this Indenture to be made, given or
taken by Holders. If such a record date is fixed, the Holders on such record
date or their duly appointed proxy or proxies, and only such Persons, shall be
entitled to make, give or take such request, demand, authorization, direction,
notice, consent, waiver or other action, whether or not such Holders remain
Holders after such record date. No such request, demand, authorization,
direction, notice, consent, waiver or other action shall be valid or effective
if made, given or taken more than 90 days after such record date.

        


        


        ARTICLE
2

        


        THE
NOTES

        


        Section
2.01           Form
and Dating; Terms.

        


        (a) General. The Notes
and the Trustee’s certificate of authentication shall be substantially in the
form of Exhibits
A-1 and A-2 hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange
rules or usage. Each Note shall be dated the date of its

        


        
          
            
            

          

          
            -30-

            
              

            

          

          
            
            

          

        

        


        authentication.
The Notes shall be in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

        


        (b) Global Notes. Notes
issued in global form shall be substantially in the form of Exhibits A-1 and A-2 hereto
(including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in
the Global Note” attached thereto). Notes issued in definitive form shall be
substantially in the form of Exhibits A-1 and
A-2 attached
hereto (but without the Global Note Legend thereon and without the “Schedule of
Exchanges of Interests in the Global Note” attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified in the
“Schedule of Exchanges of Interests in the Global Note” attached thereto and
each shall provide that it shall represent up to the aggregate principal amount
of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as applicable, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

        


        
          (c)  [RESERVED]

        

        


        
          (d)  Terms.  The
aggregate principal amount of Notes that may be authenticated and delivered
under this Indenture is unlimited.

        

        


        The terms
and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Issuer, the Guarantors and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

        


        The Notes
shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer or
Collateral Asset Sale Offer as provided in Section 4.10 hereof or a Change of
Control Offer as provided in Section 4.14 hereof. The Notes shall not be
redeemable, other than as provided in Article 3.

        


        Additional
Notes ranking pari
passu with the Initial Notes may be created and issued from time to time
by the Issuer without notice to or consent of the Holders and shall have the
same terms as to status, redemption or otherwise as the Initial Notes; provided that the
Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s
compliance with Section 4.09 hereof. Except as described under Article 9 hereof,
the Fixed Rate Notes, including any Additional Fixed Rate Notes, and the
Floating Rate Notes, including any Additional Floating Rate Notes, are two
separate series of Notes under this Indenture, but shall be treated as a single
class for all purposes under this Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase (except where otherwise
specified). Unless the context requires otherwise, references to “Notes” for all
purposes of this Indenture include any Additional Notes that are actually
issued. Any Additional Notes shall be issued with the benefit of an indenture
supplemental to this Indenture.

        


        (e) Euroclear and Clearstream
Procedures Applicable. The provisions of the “Operating Procedures of the
Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of
Clearstream shall be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

        


        
          
            
            

          

          
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        Section
2.02           Execution
and Authentication.

        


        At least
one Officer shall execute the Notes on behalf of the Issuer by manual or
facsimile signature.

        


        If an
Officer whose signature is on a Note no longer holds that office at the time a
Note is authenticated, the Note shall nevertheless be valid.

        


        A Note
shall not be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose until authenticated substantially in the form
provided for in Exhibit A-1 or A-2 , as applicable,
attached hereto, by the manual signature of the Trustee. The signature shall be
conclusive evidence that the Note has been duly authenticated and delivered
under this Indenture.

        


        On the
Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate
and deliver the Initial Notes. In addition, at any time, from time to time, the
Trustee shall upon an
Authentication Order, authenticate and deliver any Additional Notes. Such
Authentication Order shall specify the amount of the Notes to be authenticated
and shall certify that such issuance is in compliance with Section 4.09 of this
Indenture.

        


        The
Trustee may appoint an authenticating agent acceptable to the Issuer to
authenticate Notes. An authenticating agent may authenticate Notes 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 an Agent to deal with Holders or an Affiliate of the
Issuer.

        


        Section
2.03           Registrar
and Paying Agent.

        


        The
Issuer shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (“Registrar”) and an
office or agency where Notes may be presented for payment (“Paying Agent”). The
Registrar shall keep a register of the Notes (“Note Register”) and of
their transfer and exchange. The Issuer may appoint one or more co-registrars
and one or
more additional paying agents. The term “Registrar” includes any co-registrar
and the term “Paying Agent” includes any additional paying agent. The Issuer may
change any Paying Agent or Registrar without prior notice to any Holder. The
Issuer shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuer fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Issuer or any of its Subsidiaries may act as Paying Agent or
Registrar.


        The
Issuer initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes.

        


        The
Issuer initially appoints The Bank of New York Mellon Trust Company, N.A. to act
as the Paying Agent, Registrar and Transfer Agent for the Notes and the
Registrar to act as Custodian with respect to the Global Notes.

        


        Section
2.04           Paying
Agent to Hold Money in Trust.

        


        The
Issuer shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Notes, and will notify the Trustee of any
default by the Issuer in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the

        


        
          
            
            

          

          
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        Paying Agent (if other than the Issuer or a Subsidiary) shall have
no further liability for the money. If the Issuer or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Issuer, the Trustee shall serve as
Paying Agent for the Notes.

        


        Section
2.05           Holder
Lists.

        


        The
Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee
is not the Registrar, the Issuer shall furnish to the Trustee at least two
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuer shall otherwise comply with Trust Indenture Act Section
312(a).

        


        Section
2.06           Transfer
and Exchange.

        


        (a) Transfer and Exchange of
Global Notes. Except as otherwise set forth in this Section 2.06, a
Global Note may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor Depositary or a nominee of such
successor Depositary. A beneficial interest in a Global Note may not be
exchanged for a Definitive Note unless (i) the Depositary (x) notifies the
Issuer that it is unwilling or unable to continue as Depositary for such Global
Note or (y) has ceased to be a clearing agency registered under the Exchange Act
and, in either case, a successor Depositary is not appointed by the Issuer
within 120 days (ii) there shall have occurred and be continuing a Default with
respect to the Notes or (iii) under the circumstances set forth in Section
2.06(k). Upon the occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes delivered in exchange for any Global Note or
beneficial interests therein will be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depositary (in
accordance with its customary procedures). Global Notes also may be exchanged or
replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or
2.10 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note, except for Definitive Notes issued subsequent to any of the
preceding events in (i), (ii) or (iii) above and pursuant to Section 2.06(c) or
(e) hereof. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a); provided, however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c), and (j) hereof.


        


        (b) Transfer and Exchange of
Beneficial Interests in the Global Notes. The transfer and exchange of
beneficial interests in the Global Notes shall be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures. Beneficial interests in the Restricted Global Notes shall
be subject to restrictions on transfer comparable to those set forth herein to
the extent required by the Securities Act. Transfers of beneficial interests in
the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

        


        (i) Transfer of Beneficial
Interests in the Same Global Note. Beneficial interests in any Restricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in the same Restricted Global Note in accordance with
the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior
to the expiration of the Restricted Period, transfers of beneficial interests in
the Regulation S Global Note may not be made to a U.S. Person or for the account
or benefit of a U.S. Person (other than

        


        
          
            
            

          

          
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        an Initial Purchaser). Beneficial interests in any Unrestricted
Global Note may be transferred to Persons who take delivery thereof in the form
of a beneficial interest in an Unrestricted Global Note. No written orders or
instructions shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.06(b)(i).

        


        (ii) All Other Transfers and
Exchanges of Beneficial Interests in Global Notes. In connection with
all transfers and exchanges of beneficial interests that are not subject to
Section 2.06(b)(i) hereof, the transferor of such beneficial interest must
deliver to the Registrar either (A) (1) a written order from a Participant or an
Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance
with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued a
Definitive Note in an amount equal to the beneficial interest to be transferred
or exchanged and (2) instructions given by the Depositary to the Registrar
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the transfer or exchange referred to in (1) above;
provided that
in no event shall Definitive Notes be issued upon the transfer or exchange of
beneficial interests in the Regulation S Global Note prior to (A) the expiration
of the Restricted Period and (B) the receipt by the Registrar of any
certificates required pursuant to Rule 903; provided, further, that, so
long as the Notes are not freely tradeable pursuant to Rule 144 by Holders who
are not affiliates (as defined in Rule 144) of the Issuer where no conditions of
Rule 144 are then applicable, in no event shall a beneficial interest in a
Global Note be credited, or an Unrestricted Definitive Note be issued, to a
Person who is an affiliate (as defined in Rule 144) of the Issuer. Upon
satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note(s) pursuant to Section 2.06(h)
hereof.


        


        (iii) Transfer of Beneficial
Interests to Another Restricted Global Note. A beneficial interest in any
Restricted Global Note may be transferred to a Person who takes delivery thereof
in the form of a beneficial interest in another Restricted Global Note if the
transfer complies with the requirements of Section 2.06(b)(ii) hereof and the
Registrar receives the following:

        


        (A) if the
transferee will take delivery in the form of a beneficial interest in the 144A
Global Note, then the transferor must deliver a certificate in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (1) thereof; or


        


        (B) if the
transferee will take delivery in the form of a beneficial interest in the
Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit
B-1 or
B-2, as applicable, attached hereto, including the certifications in item
(2) thereof.

         

        (iv) Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an
Unrestricted Global Note. A beneficial interest in any Restricted
Global Note may be
exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note if the exchange or transfer
complies with the requirements of Section 2.06(b)(ii) hereof and:

        


        
          
            
            

          

          
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          (A) the
Registrar receives the following:


        


        (1) if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such Holder substantially in the form of Exhibit C-1 or C-2, as applicable,
attached hereto, including the certifications in item (1)(a) thereof;
or

        


        (2) if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of a beneficial interest in an Unrestricted Global Note, a certificate
from such holder in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (4) thereof;

        


        and, in
each such case set forth in this subparagraph (A), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act;
or

         

        (B) such
transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.

        


        If any
such transfer is effected pursuant to subparagraph (A) or (B) above at a time
when an Unrestricted Global Note has not yet been issued, the Issuer shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (A) or (B)
above.

        


        Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or transferred
to Persons who take delivery thereof in the form of, a beneficial interest in a
Restricted Global Note.

        


        
          (c)  Transfer or Exchange of
Beneficial Interests for Definitive Notes.

        

        


        
          (i)  Beneficial
Interests in Restricted Global Notes to Restricted Definitive
Notes.  If any
holder of a beneficial interest in a Restricted Global Note proposes to exchange
such beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon the occurrence of any of the events in
paragraph (i), (ii) or (iii) of Section 2.06(a) hereof and receipt by the
Registrar of the following documentation:

        

         

        (A) if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a
certificate from such holder substantially in the form of Exhibit C-1 or C-2, as applicable,
attached hereto, including the certifications in item (2)(a)
thereof;

        


        (B) if such
beneficial interest is being transferred to a QIB in accordance with Rule 144A,
a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (1) thereof;

        


        
          
            
            

          

          
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        (C) if such beneficial interest is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or Rule 904, a
certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (2) thereof;

        


        (D) if such
beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144, a
certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (3)(a)
thereof;

        


        (E) if such
beneficial interest is being transferred to the Issuer or any of its Restricted
Subsidiaries, a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (3)(b) thereof;
or

        


        (F) if such
beneficial interest is being transferred pursuant to an effective registration
statement under the Securities Act, a certificate substantially in the form of
Exhibit B-1 or
B-2, as
applicable, attached hereto, including the certifications in item (3)(c)
thereof,

        


        the
Trustee shall cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer
shall execute and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal
amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through
instructions from the Depositary and the Participant or Indirect Participant.
The Trustee shall mail such Definitive Notes to the Persons in whose names such
Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall
bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.

         

        (ii)
Beneficial Interests
in Regulation S Global Note to Definitive Notes. Notwithstanding Sections
2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Global
Note may not be exchanged for a Definitive Note or transferred to a Person who
takes delivery thereof in the form of a Definitive Note prior to the expiration
of the Restricted Period.

        


        (iii)
Beneficial Interests
in Restricted Global Notes to Unrestricted Definitive Notes. A holder of
a beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only upon the occurrence of any of the events in subsection (i)
or (ii) of Section 2.06(a) hereof and if:

        


        
          (A)  the
Registrar receives the following:


        

        (1) if the
holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder substantially in the form of Exhibit C-1 or C-2, as applicable,
attached hereto, including the certifications in item (1)(b) thereof;
or

        


        (2) if the
holder of such beneficial interest in a Restricted Global Note proposes to
transfer such beneficial interest to a Person who shall take delivery thereof in
the form of an Unrestricted Definitive Note, a certificate from such holder
substantially in

        


        
          
            
            

          

          
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        the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (4) thereof;

        


        and, in
each such case set forth in this subparagraph (A), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act;
or

        


        (B) such
transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.

        


        (iv)
Beneficial Interests
in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial
interest for a Definitive Note or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Definitive Note, then, upon
the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a)
hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii)
hereof, the Trustee shall cause the aggregate principal amount of the applicable
Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
the Issuer shall execute and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate and mail to
the Person designated in the instructions a Definitive Note in the applicable
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) shall be registered in such name
or names and in such authorized denomination or denominations as the holder of
such beneficial interest shall instruct the Registrar through instructions from
or through the Depositary and the Participant or Indirect Participant. The
Trustee shall mail such Definitive Notes to the Persons in whose names such
Notes are so registered. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) shall not bear the Private
Placement Legend.

        


        
          (d)  Transfer and Exchange of
Definitive Notes for Beneficial Interests.

        

        


        
          (i)  Restricted Definitive Notes
to Beneficial Interests in Restricted Global Notes.  If
any
Holder of a Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note or to transfer such Restricted
Definitive Note to a Person who takes delivery thereof in the form of a
beneficial interest in a Restricted Global Note, then, upon receipt by the
Registrar of the following documentation:

        

        


        (A) if the
Holder of such Restricted Definitive Note proposes to exchange such Note for a
beneficial interest in a Restricted Global Note, a certificate from such Holder
substantially in the form of Exhibit C-1 or C-2, as applicable,
attached hereto, including the certifications in item (2)(b)
thereof;

        


        (B) if such
Restricted Definitive Note is being transferred to a QIB in accordance with Rule
144A, a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (1) thereof;

        


        (C) if such
Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate
substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (2) thereof;

        


        
          
            
            

          

          
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        (D) if such Restricted Definitive Note is being transferred pursuant to
an exemption from the registration requirements of the Securities Act in
accordance with Rule 144, a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (3)(a) thereof;

        


        (E) if such
Restricted Definitive Note is being transferred to the Issuer or any of its
Restricted Subsidiaries, a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (3)(b) thereof;
or

        


        (F) if such
Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate substantially in
the form of Exhibit
B-1  or B-2, as applicable,
attached hereto, including the certifications in item (3)(c)
thereof,

        


        the
Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the applicable Restricted Global Note, in the case of clause (B) above, the
applicable 144A Global Note, and in the case of clause (C) above, the applicable
Regulation S Global Note.

        


        (ii)
Restricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if:

        


        
          (A)  the
Registrar receives the following:

        

        


        (1) if the
Holder of such Definitive Notes proposes to exchange such Notes for a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder
substantially in the form of Exhibit C-1 or C-2, as applicable,
attached hereto, including the certifications in item (1)(c) thereof;
or

        


        (2) if the
Holder of such Definitive Notes proposes to transfer such Notes to a Person who
shall take delivery thereof in the form of a beneficial interest in the
Unrestricted Global Note, a certificate from such Holder substantially in the
form of Exhibit B-1
or B-2,
as applicable, attached hereto, including the certifications in item (4) thereof;


        


        and, in
each such case set forth in this subparagraph (D), if the Registrar so requests
or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act;
or

        


        (B) such
transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.

        


        Upon
satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global
Note.

        


        (iii)
Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an
Unrestricted Definitive Note may exchange such Note for a beneficial interest
in

        


        
          
            
            

          

          
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        an Unrestricted Global Note or transfer such Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a request for such an
exchange or transfer, the Trustee shall cancel the applicable Unrestricted
Definitive Note and increase or cause to be increased the aggregate principal
amount of one of the Unrestricted Global Notes.

        


        If any
such exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraph (ii)(A) or (iii) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.

        


        (e) Transfer and Exchange of
Definitive Notes for Definitive Notes. Upon request by a Holder of
Definitive Notes and such Holder’s compliance with the provisions of this
Section 2.06(e), the Registrar shall register the transfer or exchange of
Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by its attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e):

        


        (i) Restricted Definitive Notes
to Restricted Definitive Notes. Any Restricted Definitive Note
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Note if the Registrar receives
the following:

        


        (A) if the
transfer will be made pursuant to a QIB in accordance with Rule 144A, then the
transferor must deliver a certificate substantially in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (1) thereof;


        


        (B) if the
transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must
deliver a certificate in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications in item (2) thereof;
or

        


        (C) if the
transfer will be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B-1 or B-2, as applicable,
attached hereto, including the certifications required by item (3) thereof, if
applicable.

        


        (ii) Restricted Definitive Notes
to Unrestricted Definitive Notes. Any Restricted Definitive Note
may be exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if:

        


        
          (A)  the
Registrar receives the following:

        

        


        (1) if the
Holder of such Restricted Definitive Notes proposes to exchange such Notes for
an Unrestricted Definitive Note, a certificate from such Holder substantially in
the form of Exhibit
C-1 or C-2, as applicable,
attached hereto, including the certifications in item (1)(d) thereof;
or

        


        
          
            
            

          

          
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        (2) if the Holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form of
an Unrestricted Definitive Note, a certificate from such Holder substantially in
the form of Exhibit
B-1 or B-2, as applicable,
attached hereto, including the certifications in item (4) thereof;

        


        and, in
each such case set forth in this subparagraph (D), if the Registrar so requests,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act; or

        


        (B) such
transfer is effected pursuant to an automatic exchange in accordance with
Section 2.06(j) of this Indenture.

        


        (iii)
Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of
Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of
a request to register such a transfer, the Registrar shall register the
Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.


        


        
          (f)  [Reserved]

        

        


        
          (g)  Legends.  The
following legends shall appear on the face of all Global Notes and Definitive
Notes issued under this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture:

        

        


        (i)  Private
Placement Legend.

        


        (A)
Except as permitted by subparagraph (B) below, each Global Note and each
Definitive Note (and all Notes issued in exchange therefor or substitution
therefor) shall bear the legend in substantially the following
form:

        


        THE NOTES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS
SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”)), OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO OFFER, SELL, PLEDGE OR
OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD THEN
IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY
(A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE

        


        
          
            
            

          

          
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        NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE
THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS IN AN
OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM.

        


        (B)
Notwithstanding the foregoing, any Global Note or Definitive Note issued
pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii),
(e)(iii), or (j) of this Section 2.06 (and all Notes issued in exchange therefor
or substitution thereof) shall not bear the Private Placement
Legend.

        


        (ii)
Global Note
Legend. Each Global Note shall bear a legend in substantially the
following form:

        


        “THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING
THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT
THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
ISSUER (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS 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 MAY BE REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS

        


        
          
            
            

          

          
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        MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”

         

        
          (iii)  [Reserved]

        

        


        (iv) OID Legend. Each Note
issued hereunder that has more than a de minimis amount of
original issue discount for U.S. Federal Income Tax purposes shall bear a legend
in substantially the following form:

        


        “THIS
NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ.
OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF
ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTES BY
SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING
ADDRESS: WESTERN REFINING, INC., 123 WEST MILLS AVENUE, SUITE 200, EL PASO,
TEXAS, ATTENTION: INVESTOR RELATIONS.”

        


        (h) Cancellation and/or
Adjustment of Global Notes. At such time as all beneficial interests in a
particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part,
each such Global Note shall be returned to or retained and canceled by the
Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such
increase.

         

        
          (i)  General Provisions Relating
to Transfers and Exchanges.

        

        


        
          (i) To permit
registrations of transfers and exchanges, the Issuer shall execute and
the
Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an
Authentication Order in accordance with Section 2.02 hereof or at the
Registrar’s request.

        

        


        (ii) No
service charge shall be made to a holder of a beneficial interest in a Global
Note or to a Holder of a Definitive Note for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or similar governmental charge payable upon
exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 3.10, 4.10,
4.14 and 9.05 hereof).

        


        (iii)
Neither the Registrar nor the Issuer shall be required to register the transfer
of or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

        


        
          
            
            

          

          
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        (iv) All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuer, evidencing the same debt, and entitled
to the same benefits under this Indenture, as the Global Notes or Definitive
Notes surrendered upon such registration of transfer or exchange.

        


        (v) The
Issuer shall not be required (A) to issue, to register the transfer of or to
exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02
hereof and ending at the close of business on the day of selection, (B) to
register the transfer of or to exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part or (C) to register the transfer of or to exchange a Note between a Record
Date and the next succeeding Interest Payment Date.

        


        (vi)
Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuer may deem and treat the Person in whose name
any Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of (and premium, if any) and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the
Issuer shall be affected by notice to the contrary.

        


        (vii)
Upon surrender for registration of transfer of any Note at the office or agency
of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall
execute, and the Trustee shall authenticate and mail, in the name of the
designated transferee or transferees, one or more replacement Notes of any
authorized denomination or denominations of a like aggregate principal
amount.

        


        (viii) At
the option of the Holder, Notes may be exchanged for other Notes of any
authorized denomination or denominations of a like aggregate principal amount
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer
shall execute, and the Trustee shall authenticate and mail, the replacement
Global Notes and Definitive Notes which the Holder making the exchange is
entitled to in accordance with the provisions of Section 2.02
hereof.

        


        (ix) All
certifications, certificates and Opinions of Counsel required to be submitted to
the Registrar pursuant to this Section 2.06 to effect a registration of transfer
or exchange may be submitted by facsimile.

        


        (j) Automatic Exchange from
Restricted Global Note to Unrestricted Global Note. At the option of the
Issuer and upon compliance with the following procedures, beneficial interests
in a Restricted Global Note shall be exchanged for beneficial interests in an
Unrestricted Global Note. In order to effect such exchange, the Issuer shall
provide written notice to the Trustee instructing the Trustee to (i) direct the
Depositary to transfer the specified amount of the outstanding beneficial
interests in a particular Restricted Global Note to an Unrestricted Global Note
and provide the Depositary with all such information as is necessary for the
Depositary to appropriately credit and debit the relevant Holder accounts and
(ii) provide prior written notice to all Holders of such exchange, which notice
must include the date such exchange is proposed to occur, the CUSIP number of
the relevant Restricted Global Note and the CUSIP number of the Unrestricted
Global Note into which such Holders’ beneficial interests will be exchanged. As
a condition to any such exchange pursuant to this Section 2.06(j), the Trustee
shall be entitled to receive from the Issuer, and rely upon conclusively without
any liability, an Officers’ Certificate and an Opinion of Counsel to the Issuer,
in form and in substance reasonably satisfactory to the Trustee, to the effect
that such transfer of beneficial interests to the Unrestricted Global Note shall
be effected in compliance with the Securities Act. The Issuer may request from
Holders such information it reasonably determines is required in order to be
able to deliver such Officers’ Certificate and Opinion of Counsel. Upon such
exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar
shall

        


        
          
            
            

          

          
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        reflect on its books and records the date of such transfer and a
decrease and increase, respectively, in the principal amount of the applicable
Restricted Global Note and the Unrestricted Global Note, respectively, equal to
the principal amount of beneficial interests transferred. Following any such
transfer pursuant to this Section 2.06(j) of all of the beneficial interests in
a Restricted Global Note, such Restricted Global Note shall be cancelled.

        


        (k) Transfers of Securities Held
by Affiliates. Notwithstanding anything to the contrary in this Section
2.06, any certificate (i) evidencing a Note that has been transferred to an
affiliate (as defined in Rule 405 of the Securities Act) of the Issuer, as
evidenced by a notation on the certificate of transfer or certificate of
exchange for such transfer or in the representation letter delivered in respect
thereof, or (ii) evidencing a Note that has been acquired from an affiliate
(other than by an affiliate) in a transaction or a chain of transactions not
involving any public offering or offering pursuant to Regulation S, as evidenced
by a notation on the certificate of transfer or certificate of exchange for such
transfer or in the representation letter delivered in respect thereof, shall,
until one year after the last date on which either the Issuer or any affiliate
of the Issuer was an owner of such Note, in each case, be in the form of a
permanent Definitive Note and bear the Private Placement Legend subject to the
restrictions in this Section 2.06. The Registrar shall retain copies of all
letters, notices and other written communications received pursuant to this
Section 2.06(k). The Issuer, at its sole cost and expense, shall have the right
to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable advance
written notice to the Trustee.

         

        Section
2.07           Replacement
Notes.

        


        If any
mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and
the Trustee receives evidence to its satisfaction of the ownership and
destruction, loss or theft of any Note, the Issuer shall issue and the Trustee,
upon receipt of an Authentication Order, shall authenticate a replacement Note
if the Trustee’s requirements are met. If required by the Trustee or the Issuer,
an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. The Issuer and/or the Trustee may charge for their expenses
in replacing a Note.


        


        Every
replacement Note is a contractual obligation of the Issuer and shall be entitled
to all of the benefits of this Indenture equally and proportionately with all
other Notes duly issued hereunder.


        


        Section
2.08           Outstanding
Notes.

        


        The Notes
outstanding at any time are all the Notes authenticated by the Trustee except
for those canceled by it, those delivered to it for cancellation, those
reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds
the Note.

        


        If a Note
is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by
a bona fide purchaser.

        


        If the
principal amount of any Note is considered paid under Section 4.01 hereof, it
ceases to be outstanding and interest on it ceases to accrue.

        


        If the
Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on

        


        
          
            
            

          

          
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        and after that date such Notes shall be deemed to be no longer
outstanding and shall cease to accrue interest.

        


        Section
2.09          Treasury
Notes.

        


        In
determining whether the Holders of the required principal amount of Notes have
concurred in any direction, waiver or consent, Notes owned by the Issuer, or by
any Affiliate of the Issuer, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee has actual knowledge are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee’s right to deliver any such direction, waiver or consent with respect to
the Notes and that the pledgee is not the Issuer or any obligor upon the Notes
or any Affiliate of the Issuer or of such other obligor.


        


        Section
2.10          Temporary
Notes.

        


        Until
certificates representing Notes are ready for delivery, the Issuer may prepare
and the Trustee, upon receipt of an Authentication Order, shall authenticate
temporary Notes. Temporary Notes shall be substantially in the form of
certificated Notes but may have variations that the Issuer considers appropriate
for temporary Notes and as shall be reasonably acceptable to the Trustee.
Without unreasonable delay, the Issuer shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes.


        


        Holders
and beneficial holders, as the case may be, of temporary Notes shall be entitled
to all of the benefits accorded to Holders, or beneficial holders, respectively,
of Notes under this Indenture.


        


        Section
2.11           Cancellation.

        


        The
Issuer at any time may deliver Notes to the Trustee for cancellation. The
Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to
them for registration of transfer, exchange or payment. The Trustee or, at the
direction of the Trustee, the Registrar or the Paying Agent and no one else
shall cancel all Notes surrendered for registration of transfer, exchange,
payment, replacement or cancellation and shall destroy cancelled Notes (subject
to the record retention requirement of the Exchange Act). Certification of the
destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

         

        Section
2.12          Defaulted
Interest.

        


        If the
Issuer defaults in a payment of interest on the Notes, it shall pay the
defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, in each case at the rate provided in the Notes and in
Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment, and at the same time the Issuer 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 provided in this Section 2.12. The Trustee shall
fix or cause to be fixed each such special record date and payment date; provided that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted

        


        
          
            
            

          

          
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        interest. The Trustee shall promptly notify the Issuer of such
special record date. At least 15 days before the special record date, the Issuer
(or, upon the written request of the Issuer, the Trustee in the name and at the
expense of the Issuer) shall mail or cause to be mailed, first-class postage
prepaid, to each Holder a notice at his or her address as it appears in the Note
Register that states the special record date, the related payment date and the
amount of such interest to be paid.

        


        Subject
to the foregoing provisions of this Section 2.12 and for greater certainty, each
Note delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Note shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other
Note.

         

        Section
2.13           CUSIP
and ISIN Numbers.

        


        The
Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally
in use) and, if so, the Trustee shall use CUSIP and/or ISIN 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 correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall not be affected by
any defect in or omission of such numbers. The Issuer will as promptly as
practicable notify the Trustee of any change in the CUSIP or ISIN
numbers.

        


        ARTICLE
3

        


        REDEMPTION

        


        Section
3.01           Notices
to Trustee.

        


        If the
Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish
to the Trustee, at least 5 Business Days before notice of redemption is required
to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof
(unless a shorter notice shall be agreed to in writing by the Trustee) but not
more than 60 days before a redemption date, an Officers’ Certificate setting
forth (i) the paragraph or subparagraph of such Note and/or Section of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of the Notes to be redeemed and (iv) the
redemption price.

        


        Section
3.02          Selection
of Notes to Be Redeemed or Purchased.

        


        If less
than all of the Notes are to be redeemed or purchased in an offer to purchase at
any time, the Registrar and Paying Agent shall select the Notes to be redeemed
or purchased (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed or (b) if the Notes are not so listed, on a pro rata basis or by lot or by
such other method as the Trustee shall deem fair and appropriate. In the
event of partial
redemption or purchase by lot, the particular Notes to be redeemed or purchased
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Registrar and Paying Agent from
the outstanding Notes not previously called for redemption or
purchase.

         

        The
Registrar and Paying Agent shall promptly notify the Issuer in writing of the
Notes selected for redemption or purchase and, in the case of any Note selected
for partial redemption or purchase, the principal amount thereof to be redeemed
or purchased. Notes and portions of Notes selected shall be in amounts of $2,000
or whole multiples of $1,000 in excess thereof; no Notes of $2,000 or less can
be redeemed in part, except that if all of the Notes of a Holder are to be
redeemed or

        


        
          
            
            

          

          
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        purchased, the entire outstanding amount of Notes held by such
Holder, even if not $2,000 or a multiple of $1,000 in excess thereof, shall be
redeemed or purchased. Except as provided in the preceding sentence, provisions
of this Indenture that apply to Notes called for redemption or purchase also
apply to portions of Notes called for redemption or purchase.

        


        Section
3.03          Notice
of Redemption.

        


        Subject
to Sections 3.09 and 3.10 hereof, the Issuer shall mail or cause to be mailed by
first-class mail notices of redemption at least 30 days but not more than 60
days before the redemption date to each Holder of Notes to be redeemed at such
Holder’s registered address or otherwise in accordance with the procedures of
DTC, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article
13 hereof. Notices of redemption may be conditional.

        


        The
notice shall identify the Notes to be redeemed and shall state:

        


        
          (a)  the
redemption date;

        

        


        
          (b)  the
redemption price;

        

        


        (c) if any
Note is to be redeemed in part only, the portion of the principal amount of that
Note that is to be redeemed and that, after the redemption date upon surrender
of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion of the original Note representing the same indebtedness to the extent
not redeemed will be issued in the name of the Holder of the Notes upon
cancellation of the original Note;

        


        
          (d)  the name
and address of the Paying Agent;

        

        


        (e) that
Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;

        


        (f) that,
unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption
date;

        


        (g) the
paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed;

        


        (h) that no
representation is made as to the correctness or accuracy of the CUSIP and/or
ISIN number, if any, listed in such notice or printed on the Notes;
and

        


        (i) if in
connection with a redemption pursuant to Section 3.07(a) or 3.07(e) hereof, any
condition to such redemption.

        


        At the
Issuer’s request, the Trustee shall give the notice of redemption in the
Issuer’s name and at its expense; provided that the
Issuer shall have delivered to the Trustee, at least 5 Business Days before
notice of redemption is required to be mailed or caused to be mailed to Holders
pursuant to this Section 3.03 (unless a shorter notice shall be agreed to in
writing by the Trustee), an Officers’ Certificate requesting that the Trustee
give such notice and setting forth the information to be stated in such notice
as provided in the preceding paragraph.

        


        
          
            
            

          

          
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        Section
3.04           Effect
of Notice of Redemption.

        


        Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price (except as provided for in Section 3.07(i) hereof). The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice. In any case,
failure to give such notice by mail or any defect in the notice to the Holder of
any Note designated for redemption in whole or in part shall not affect the
validity of the proceedings for the redemption of any other Note. Subject to
Section 3.05 hereof, on and after the redemption date, interest ceases to accrue
on Notes or portions thereof called for redemption.

        


        Section
3.05          Deposit
of Redemption or Purchase Price.

        


        Prior to
10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued and unpaid interest on all Notes
to be redeemed or purchased on that date. The Trustee or the Paying Agent shall
promptly return to the Issuer any money deposited with the Trustee or the Paying
Agent by the Issuer in excess of the amounts necessary to pay the redemption
price of, and accrued and unpaid interest on, all Notes to be redeemed or
purchased.

        


        If the
Issuer complies with the provisions of the preceding paragraph, on and after the
redemption or purchase date, interest shall cease to accrue on the Notes or the
portions of Notes called for redemption or purchase. If a Note is redeemed or
purchased on or after a Record Date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest to the redemption or purchase
date shall be paid to the Person in whose name such Note was registered at the
close of business on such Record Date. If any Note called for redemption or
purchase shall not be so paid upon surrender for redemption or purchase because
of the failure of the Issuer to comply with the preceding paragraph, interest
shall be paid on the unpaid principal, from the redemption or purchase date
until such principal is paid, and to the extent lawful on any interest accrued
to the redemption or purchase date not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01 hereof.

        


        Section
3.06           Notes
Redeemed or Purchased in Part.

        


        Upon
surrender of a Note that is redeemed or purchased in part, the Issuer shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Issuer a new Note equal in principal amount to the unredeemed or unpurchased
portion of the Note surrendered representing the same indebtedness to the extent
not redeemed or purchased; provided that each
new Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. It is understood that, notwithstanding anything in
this Indenture to the contrary, only an Authentication Order and not an Opinion
of Counsel or Officers’ Certificate is required for the Trustee to authenticate
such new Note.

        


        Section
3.07           Optional
Redemption.

        


        (a) At
any time prior to June 15, 2012, the Issuer may redeem up to 35% of the
aggregate principal amount of the Fixed Rate Notes issued under this Indenture
(including any Additional Fixed Rate Notes) at a redemption price of 111.250% of
the principal amount thereof, plus accrued and unpaid interest, if any, thereon
to the applicable redemption date (subject to the right of the Holders of record
on the relevant Record Date to receive interest due on the relevant Interest
Payment Date), with the net cash proceeds of one or more Equity Offerings; provided
that:

        


        
          
            
            

          

          
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        (i) at least 65% of the aggregate principal amount of the Fixed Rate
Notes issued under this Indenture (including any Additional Fixed Rate Notes)
remains outstanding immediately after the occurrence of such redemption
(excluding Fixed Rate Notes held by the Issuer or its Affiliates); and

        


        (ii) the
redemption must occur within 90 days of the date of the closing of such Equity
Offering.

        


        
          (b)  At any
time prior to June 15, 2013, the Issuer may redeem all or part of the Fixed
Rate
Notes upon not less than 30 nor more than 60 days’ prior notice at a redemption
price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) the Fixed Rate
Notes Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid
interest, if any, to the redemption date.

        

        


        (c)
Except pursuant to the preceding paragraphs, the Fixed Rate Notes will not be
redeemable at the Issuer’s option prior to June 15, 2013.

        


        (d) On or
after June 15, 2013, the Issuer may redeem all or a part of the Fixed Rate Notes
upon not less than 30 nor more than 60 days’ notice mailed by first class mail
to the registered address of each Holder or otherwise in accordance with the
procedures of DTC, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest, if any,
thereon, to the applicable redemption date (subject to the right of the Holders
of Fixed Rate Notes of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), if redeemed during the twelve-month
period beginning on June 15 of the years indicated below:

        


        
          	
                  Year

                	
                  Percentage

                
	
                  2013

                	
                  105.625%

                
	
                  2014

                	
                  102.813%

                
	
                  2015
      and thereafter

                	
                  100.000%

                


        

        


        (e) At
any time prior to December 15, 2011, the Issuer may redeem up to 35% of the
aggregate principal amount of the Floating Rate Notes issued under this
Indenture (including any Additional Floating Rate Notes) at a redemption price
equal to the percentage that is the sum of (i) 100.000%, (ii) applicable LIBOR
(subject to LIBOR floor of 3.25%) and (iii) 7.500%, of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the applicable
redemption date (subject to the right of the Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date), with
the net cash proceeds of one or more Equity Offerings; provided
that:

         

        (i) at least
65% of the aggregate principal amount of Floating Rate Notes issued under this
Indenture (including any Additional Floating Rate Notes) remains outstanding
immediately after the occurrence of such redemption (excluding Floating Rate
Notes held by the Issuer or its Affiliates); and

        


        (ii) the
redemption must occur within 90 days of the date of the closing of such Equity
Offering.

        


        
          (f)  At any
time prior to December 15, 2011, the Issuer may redeem all or part of the
Floating
Rate Notes upon not less than 30 nor more than 60 days’ prior notice at a
redemption price equal to the sum of (i) 100% of the principal amount thereof,
plus (ii) the Floating
Rate Notes Applicable Premium as of the redemption date, plus (iii) accrued and unpaid
interest, if any, to the redemption date.

        

        


        
          
            
            

          

          
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        (g) Except pursuant to the preceding paragraphs (e) through (f), the
Floating Rate Notes will not be redeemable at the Issuer’s option prior to
December 15, 2011.

        


        (h) On or
after December 15, 2011, the Issuer may redeem all or a part of the Floating
Rate Notes upon not less than 30 nor more than 60 days’ notice mailed by first
class mail to the registered address of each Holder or otherwise in accordance
with the procedures of DTC, at the redemption prices (expressed as percentages
of principal amount) set forth below plus accrued and unpaid interest, if any,
thereon, to the applicable redemption date (subject to the right of the Holders
of record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the six-month and the twelve-month
periods below:

        


        
          	
                  Year

                	
                  Percentage

                
	
                  12/15/2011—06/14/2012

                	
                  105.000%

                
	
                  06/15/2012—06/14/2013

                	
                  103.000%

                
	
                  06/15/2013—and
      thereafter

                	
                  101.000%

                


        

         

        (i) Any
notice of any redemption may be given prior to the redemption thereof, and any
such redemption or notice may, at the Issuer’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of the
Equity Offering or other corporate transaction.

        


        (j) If
the Issuer redeems less than all of the outstanding Notes, the Registrar and
Paying Agent shall select the Notes to be redeemed in the manner described under
Section 3.02 hereof.

        


        (k) The
Issuer shall notify the Trustee of any Fixed Rate Notes Applicable Premium or
the Floating Rate Notes Applicable Premium and the Trustee shall not be
responsible for the calculation of any such applicable premium.

        


        Section
3.08           Mandatory
Redemption.

        


        The
Issuer is not required to make mandatory redemption or sinking fund payments
with respect to any of the Notes.

        


        Section
3.09           Asset Sales
of Collateral.

        


        (a) In
the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to
commence a Collateral Asset Sale Offer, it shall follow the procedures specified
below.

        


        (b) The
Collateral Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the “Collateral Offer
Period”). No later than five Business Days after the termination of the
Collateral Offer Period (the “Collateral Purchase
Date”), the Issuer shall apply all Collateral Excess Proceeds (the “Collateral Offer
Amount”) as specified in Section 4.10 hereof with respect to Collateral
Asset Sale Offers. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made.

        


        (c) If
the Collateral Purchase Date is on or after a Record Date and on or before the
related Interest Payment Date, any accrued and unpaid interest up to but
excluding the Collateral Purchase Date, shall be paid to the Person in whose
name a Note is registered at the close of business on such Record Date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the
Collateral Asset Sale Offer.

        


        
          
            
            

          

          
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        (d) Upon
the commencement of a Collateral Asset Sale Offer, the Issuer shall send, by
first-class mail, a notice to each of the Holders, with a copy to the Trustee.
The notice shall contain all instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Collateral Asset Sale Offer. The
Collateral Asset Sale Offer shall be made to all Holders of the Notes and, if
the Issuer is required or so elects, the holders of the Term Loan Debt and Other
Pari Passu Secured Obligations. The notice, which shall govern the terms of the
Collateral Asset Sale Offer, shall state:

        


        (i) that the
Collateral Asset Sale Offer is being made pursuant to this Section 3.09 and
Section 4.10 hereof and the length of time the Collateral Asset Sale Offer shall
remain open;

        


        
          (ii)  the
Collateral Offer Amount, the purchase price and the Collateral Purchase
Date;

        

        


        
          (iii)  that any
Note not tendered or accepted for payment shall continue to accrue interest;

        

        


        (iv) that,
unless the Issuer defaults in making such payment, any Note accepted for payment
pursuant to the Collateral Asset Sale Offer shall cease to accrue interest after
the Collateral Purchase Date;

        


        (v) that
Holders electing to have a Note purchased pursuant to a Collateral Asset Sale
Offer may elect to have Notes purchased in the minimum amount of $2,000 or an
integral multiple of $1,000 in excess thereof only;

        


        (vi) that
Holders electing to have a Note purchased pursuant to any Collateral Asset Sale
Offer shall be required to surrender the Note, with the form entitled “Option of
Holder to Elect Purchase” attached to the Note completed, or transfer by
book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer,
or a Paying Agent at the address specified in the notice at least three days
before the Collateral Purchase Date;

        


        (vii) that
Holders shall be entitled to withdraw their election if the Issuer, the
Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Collateral Offer Period, a facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note the
Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Note purchased;

        


        (viii) that, if
the aggregate principal amount of Notes and, if applicable, the Term Loan Debt
and Other Pari Passu Secured Obligations surrendered by the holders thereof
exceeds the Collateral Offer Amount, the Trustee shall select the Notes and such
Term Loan Debt and Other Pari Passu Secured Obligations to be purchased on a
pro rata basis based on
the accreted value or principal amount of the Notes or such Term Loan Debt and
Other Pari Passu Secured Obligations (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in minimum denominations of
$2,000, or integral multiples of $1,000 in excess thereof, shall be purchased);
and


        


        (ix) that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the
extent not repurchased.

        


        
          (e)  On or
before the Collateral Purchase Date, the Issuer shall, to the extent lawful,
(1)  accept
for payment, on a pro
rata basis to the extent necessary, the Collateral Offer Amount of
Notes

        

         

        
          
            
            

          

          
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        or portions thereof (and Term Loan Debt and Other Pari Passu Secured
Obligations, if applicable) validly tendered pursuant to the Collateral Asset
Sale Offer, or if less than the Collateral Offer Amount of Notes (and Term Loan
Debt and Other Pari Passu Secured Obligations, if applicable) has been tendered,
all Notes (and Term Loan Debt and Other Pari Passu Secured Obligations, if
applicable) tendered and (2) deliver or cause to be delivered to the Trustee the
Notes properly accepted together with an Officers’ Certificate stating the
aggregate principal amount of Notes or portions thereof so tendered.

        


        (f) The
Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes properly tendered by such Holder and accepted by the Issuer for
purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon
receipt of an Authentication Order, shall authenticate and mail or deliver (or
cause to be transferred by book-entry) such new Note to such Holder (it being
understood that, notwithstanding
anything in this Indenture to the contrary, no Opinion of Counsel or Officers’
Certificate is required for the Trustee to authenticate and mail or deliver such
new Note) in a principal amount equal to any unpurchased portion of the Note
surrendered representing the same indebtedness to the extent not repurchased;
provided, that
each such new Note shall be in a principal amount of $2,000 or an integral
multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly
mailed or delivered by the Issuer to the Holder thereof. The Issuer shall
publicly announce the results of the Collateral Asset Sale Offer on or as soon
as practicable after the Collateral Purchase Date.

        


        Other
than as specifically provided in this Section 3.09 or Section 4.10, any purchase
pursuant to this Section 3.09 shall be made pursuant to the applicable
provisions of Sections 3.01 through 3.06 hereof.

        


        Section
3.10           Asset
Sales.

        


        (a) In
the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to
commence an Asset Sale Offer, it shall follow the procedures specified
below.

        


        (b) The
Asset Sale Offer shall remain open for a period of 20 Business Days following
its commencement and no longer, except to the extent that a longer period is
required by applicable law (the “Offer Period”). No
later than five Business Days after the termination of the Offer Period (the
“Purchase
Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) as
specified in Section 4.10 hereof with respect to Asset Sale Offers. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

        


        (c) If
the Purchase Date is on or after a Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest up to but excluding the
Purchase Date, shall be paid to the Person in whose name a Note is registered at
the close of business on such Record Date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

        


        (d) Upon
the commencement of an Asset Sale Offer, the Issuer shall send, by first-class
mail, a notice to each of the Holders, with a copy to the Trustee. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be
made to all Holders of the Notes and, if the Issuer is so required or so elects,
the holders of Term Loan Debt and Other Pari Passu Secured Obligations. The
notice, which shall govern the terms of the Asset Sale Offer, shall
state:

        


        (i) that
the Asset Sale Offer is being made pursuant to this Section 3.10 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

        


        
          
            
            

          

          
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          (ii) the
Offer Amount, the purchase price and the Purchase Date;


        


        
          (iii)  that any
Note not tendered or accepted for payment shall continue to accrue interest;

        

        


        (iv) that,
unless the Issuer defaults in making such payment, any Note accepted for payment
pursuant to the Asset Sale Offer shall cease to accrue interest after the
Purchase Date;

        


        (v) that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
elect to have Notes purchased in the minimum amount of $2,000 or an integral
multiple of $1,000 in excess thereof only;

        


        (vi) that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall
be required to surrender the Note, with the form entitled “Option of Holder to
Elect Purchase” attached to the Note completed, or transfer by book-entry
transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying
Agent at the address specified in the notice at least three days before the
Purchase Date;

        


        (vii) that
Holders shall be entitled to withdraw their election if the Issuer, the
Depositary or the Paying Agent, as the case may be, receives, not later than the
expiration of the Offer Period, a facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Note the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to
have such Note purchased;

        


        (viii) that, if
the aggregate principal amount of Notes and, if applicable, the Term Loan Debt
and Other Pari Passu Secured Obligations surrendered by the holders thereof
exceeds the Offer Amount, the Trustee shall select the Notes and such Term Loan
Debt and Other Pari Passu Secured Obligations to be purchased on a pro rata basis based on the
accreted value or principal amount of the Notes or such Term Loan Debt and Other
Pari Passu Secured Obligations tendered (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in minimum denominations of
$2,000, or integral multiples of $1,000 in excess thereof, shall be purchased);
and

         

        (ix) that
Holders whose Notes were purchased only in part shall be issued new Notes equal
in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer) representing the same indebtedness to the
extent not repurchased.

        


        
          (e)  On or
before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept
for
payment, on a pro rata
basis to the extent necessary, the Offer Amount of Notes or portions thereof
(and Term Loan Debt and Other Pari Passu Secured Obligations, if applicable)
validly tendered pursuant to the Asset Sale Offer or, if less than the Offer
Amount of Notes (and Term Loan Debt and Other Pari Passu Secured Obligations, if
applicable) has been tendered, all Notes (and Term Loan Debt and Other Pari
Passu Secured Obligations, if applicable) tendered and (2) deliver or cause to
be delivered to the Trustee the Notes properly accepted together with an
Officers’ Certificate stating the aggregate principal amount of Notes or
portions thereof so tendered.

        

        


        (f) The
Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly
mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes properly tendered by such Holder and accepted by the Issuer for
purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon
receipt of an Authentication Order, shall authenticate and mail or deliver (or
cause to be transferred by book-entry) such new Note to such Holder (it being
understood that,

        


        
          
            
            

          

          
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        notwithstanding anything in this Indenture to the contrary, no
Opinion of Counsel or Officers’ Certificate is required for the Trustee to
authenticate and mail or deliver such new Note) in a principal amount equal to
any unpurchased portion of the Note surrendered representing the same
indebtedness to the extent not repurchased; provided that each
such new Note shall be in a principal amount of $2,000 or an integral multiple
of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed
or delivered by the Issuer to the Holder thereof. The Issuer shall publicly
announce the results of the Asset Sale Offer on or as soon as practicable after
the Purchase Date.

        


        Other
than as specifically provided in this Section 3.10 or Section 4.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the applicable
provisions of Sections 3.01 through 3.06 hereof.

        


        ARTICLE
4

        


        COVENANTS

        


        Section
4.01           Payment
of Notes.

        


        The
Issuer shall pay or cause to be paid the principal of, premium, if any, and
interest on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date
due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of
noon Eastern Time on the due date money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due.

        


        The
Issuer shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal at the rate equal to the then
applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

        


        Section
4.02           Maintenance
of Office or Agency.

        


        The
Issuer shall maintain in the Borough of Manhattan in the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be served. The
Issuer shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Issuer
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 Corporate Trust Office of the
Trustee.

        


        The
Issuer may also from time to time designate one or more other offices or
agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan in the
City of New York, for such purposes. The Issuer shall give prompt written notice
to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

        


        The
Issuer hereby designates the office of the Registrar at The Bank of New York
Mellon, as agent, at 101 Barclay Street, 7 East, New York, New York 10014 (or
such other address as to which the Registrar may give notice to the Holders and
the Issuer) as one such office or agency of the Issuer in accordance with
Section 2.03 hereof.

        


        
          
            
            

          

          
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        Section
4.03           Reports,
Information Regarding Collateral, and Other
Information.

        


        (a) The
Issuer will furnish to the Trustee and, upon request, to beneficial owners and
prospective investors a copy of all of the information and reports referred to
in clauses (i) and (ii) below within the time periods specified in the
Commission’s rules and regulations:

        


        (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer
were required to file such Forms, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and, with respect to
the annual information only, a report on the annual financial statements by the
Issuer’s independent registered public accounting firm; and

        


        (ii) all
current reports that would be required to be filed with the Commission on Form
8-K if the Issuer were required to file such reports.

        


        Whether
or not required by the Commission, the Issuer will comply with the periodic
reporting requirements of the Exchange Act and will file the reports specified
in the preceding paragraph with the Commission within the time periods specified
above unless the Commission will not accept such a filing. The Issuer agrees
that it will not take any action for the purpose of causing the Commission not
to accept any such filings. If, notwithstanding the foregoing, the Commission
will not accept the Issuer’s filings for any reason, the Issuer will post the
reports referred to in the preceding paragraph on its website within the time
periods that would apply if the Issuer were required to file those reports with
the Commission.


        


        In
addition, the Issuer and the Guarantors shall, for so long as any Notes remain
outstanding, furnish to the Holders and to prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

        


        For the
avoidance of doubt, the Issuer shall not be required to provide any information
in such filings pursuant to Rule 3-10 or Rule 3-16 of Regulation
S-X.

        


        No
failure to comply with this Section 4.03(a) will be deemed a Default until a
period of 120 days has elapsed from such failure, and any failure to comply with
this Section 4.03(a) shall be automatically cured when the Issuer files all
required reports with the Commission.

        


        (b) The
Issuer will furnish to the Collateral Trustee, with respect to the Issuer or any
Guarantor, prompt written notice of any change in such Person’s (i) corporate
name, (ii) jurisdiction of organization or formation, (iii) identity or
corporate structure or (iv) Federal Taxpayer Identification Number. The Issuer
will agree not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Collateral Trustee to continue at
all times following such change to have a valid, legal and perfected security
interest in all the Collateral. The Issuer also agrees promptly to notify the
Collateral Trustee if any material portion of the Collateral is damaged or
destroyed.

        


        Each
year, at the time of delivery of the annual financial statements with respect to
the preceding fiscal year, the Issuer shall deliver to the Trustee a certificate
of a financial officer setting forth the information required pursuant to the
perfection certificate required by the Security Documents or confirming that
there has been no change in such information since the date of the prior
delivered perfection certificate.

        


        
          
            
            

          

          
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        Section
4.04           Compliance
Certificate.

        


        (a) The
Issuer and each Guarantor shall deliver to the Trustee, within 90 days after the
end of each fiscal year ending after the Issue Date, a certificate from the
principal executive officer, principal financial officer or principal accounting
officer stating that a review of the activities of the Issuer and its Restricted
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officer with a view to determining whether the Issuer
has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to such Officer signing such certificate,
that to the best of his or her knowledge the Issuer has kept, observed,
performed and fulfilled each and every condition and covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions, covenants and conditions of this Indenture (or, if a Default
shall have occurred, describing all such Defaults of which he or she may have
knowledge and what action the Issuer is taking or proposes to take with respect
thereto).

        


        (b) When
any Default has occurred and is continuing under this Indenture of which the
Issuer is aware, or if the Trustee or the holder of any other evidence of
Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other
action with respect to a claimed Default, the Issuer shall promptly (which shall
be no more than twenty (20) Business Days) deliver to the Trustee by registered
or certified mail or by facsimile transmission an Officers’ Certificate
specifying such event and what action the Issuer proposes to take with respect
thereto.

        


        Section
4.05           Taxes.

        


        [Reserved]

        


        Section
4.06           Stay,
Extension and Usury Laws.

        


        The
Issuer and each of the Guarantors covenant (to the extent that they may lawfully
do so) that they shall not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Issuer and
each of the Guarantors (to the extent that they may lawfully do so) hereby
expressly waive all benefit or advantage of any such law, and covenant that they
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been
enacted.

        


        Section
4.07           Limitation
on Restricted Payments.

        


        (a) The Issuer will not, and will not
permit any of its Restricted Subsidiaries to, directly
or indirectly:

        


        (i) declare
or pay (without duplication) any dividend or make any other payment or
distribution on account of the Issuer’s or any of its Restricted Subsidiaries’
Equity Interests or to the direct or indirect holders of the Issuer’s or any of
its Restricted Subsidiaries’ Equity Interests in their capacity as such (other
than dividends, payments or distributions (x) payable in Equity Interests (other
than Disqualified Stock) of the Issuer or any Restricted Subsidiary or (y) to
the Issuer or a Restricted Subsidiary of the Issuer);

        


        (ii) purchase,
redeem or otherwise acquire or retire for value any Equity Interests of the
Issuer held by Persons other than the Issuer or any of its Restricted
Subsidiaries;

        


        
          
            
            

          

          
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        (iii) make any payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value any Indebtedness that is subordinated
in right of payment to the Notes or any Note Guarantees, except (a) a payment of
interest or principal at the Stated Maturity thereof, (b) the purchase,
repurchase or other acquisition of any such Indebtedness in anticipation of
satisfying a sinking fund obligation, principal installment or final maturity,
in each case due within one year of the date of such purchase, repurchase or
other acquisition; or (c) any Indebtedness incurred pursuant to Section
4.09(b)(vi) ; or

        


        (iv) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as “Restricted
Payments”),

        


        unless,
at the time of and after giving effect to such Restricted Payment:

        


        (i) no
Default or Event of Default will have occurred and be continuing or would occur
as a consequence thereof; and

        


        (ii) the
Issuer would, at the time of such Restricted Payment and after giving pro forma
effect thereto as if such Restricted Payment had been made at the beginning of
the applicable four-quarter period, have been permitted to Incur at least $1.00
of additional Indebtedness under Section 4.09(a) hereof; and

        


        (iii) such
Restricted Payment, together with the aggregate amount of all other Restricted
Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date
(excluding Restricted Payments permitted by clauses (iii), (iv), (v), (vi),
(viii), (x) and (xi) of Section 4.07(b) hereof), is less than the sum, without
duplication, of:

        


        (A) 50% of
the Consolidated Net Income of the Issuer for the period (taken as one
accounting period) from the beginning of the fiscal quarter during which the
Issue Date occurs to the end of the Issuer’s most recently ended fiscal quarter
for which internal financial statements are available at the time of such
Restricted Payment (or, if such Consolidated Net Income for such period is a
deficit, less 100% of such deficit), plus


        


        (B) 100% of
the aggregate net cash proceeds (or the aggregate fair market value of any
property or assets (such fair market value as determined in good faith
reasonable judgment of the Issuer)) received by the Issuer since the Issue Date
as a contribution to its common equity capital or from the issue or sale of
Equity Interests (other than Disqualified Stock) of the Issuer or from the
Incurrence of Indebtedness of the Issuer that has been converted into or
exchanged for such Equity Interests (other than Equity Interests sold to, or
Indebtedness held by, a Subsidiary of the Issuer), plus

        


        (C) with
respect to Restricted Investments made by the Issuer and its Restricted
Subsidiaries after the Issue Date, an amount equal to the net reduction in such
Restricted Investments in any Person resulting from dividends, distributions,
repayments of loans or advances, or other transfers of assets, in each case to
the Issuer or any Restricted Subsidiary or from the net cash proceeds from the
sale of any such Restricted Investment (except, in each case, to the extent any
such payment or proceeds are included in the calculation of Consolidated Net
Income), from the release of any Note Guarantee (except to the extent any
amounts are paid under such Note Guarantee) or from redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed,
in

        


        
          
            
            

          

          
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        each case, the amount of Restricted Investments previously made by
the Issuer or any Restricted Subsidiary in such Person or Unrestricted
Subsidiary after the Issue Date.

        


        (b) The
foregoing provisions of Section 4.07(a) shall not prohibit, so long as, in the
case of clauses (vii) and (xi) of this Section 4.07(b), no Default has occurred
and is continuing or would be caused thereby:

        


        (i) the
payment of any dividend within 60 days after the date of declaration thereof, if
at said date of declaration such payment would have complied with the provisions
of this Indenture;

        


        (ii) the
payment of any dividend by a Restricted Subsidiary of the Issuer to the holders
of any class of its Capital Stock on a pro rata basis;

        


        (iii) the
redemption, repurchase, retirement, defeasance or other acquisition of any
Subordinated Indebtedness of the Issuer or any Guarantor or of any Equity
Interests of the Issuer or any Restricted Subsidiary in exchange for, or out of
the net cash proceeds of a contribution to the common equity of the Issuer or a
substantially concurrent sale (other than to a Subsidiary of the Issuer) of,
Equity Interests (other than Disqualified Stock) of the Issuer; provided that the amount of
any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition will be excluded from
clause (iii)(B) of Section 4.07(a);


        


        (iv) the
defeasance, redemption, repurchase or other acquisition of Indebtedness
subordinated to the Notes or the Note Guarantees with the net cash proceeds from
an Incurrence of Permitted Refinancing Indebtedness;

        


        (v) Investments
acquired as a capital contribution to, or in exchange for, or out of the net
cash proceeds of a substantially concurrent sale (other than to a Subsidiary of
the Issuer) of, Equity Interests (other than Disqualified Stock) of the Issuer;
provided that the
amount of any such net cash proceeds that are utilized for any such acquisition
or exchange will be excluded from clause (iii)(B) of Section
4.07(a);

        


        (vi) the
repurchase of Capital Stock deemed to occur upon the exercise of options or
warrants to the extent that such Capital Stock represents all or a portion of
the exercise price thereof;

        


        (vii) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of the Issuer held by any current or former employee or
director of the Issuer (or any of its Restricted Subsidiaries) pursuant to the
terms of any employee equity subscription agreement, stock option agreement,
restricted stock or similar agreement entered into in the ordinary course of
business; provided that
the aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests in any calendar year will not exceed $7.5 million (with unused
amounts carried over to subsequent years);

        


        (viii) the
payment of cash in lieu of the issuance of fractional shares of Equity Interests
upon conversion or exchange of securities convertible into or exchangeable for
Equity Interests of the Issuer; provided that any such cash
payment shall not be for the purpose of evading the limitations of this covenant
(as determined in good faith by the Board of Directors of the
Issuer);

        


        
          (ix)  other
Restricted Payments in an aggregate amount not to exceed $75.0
million;

        

        


        
          
            
            

          

          
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        (x) the repurchase of any Subordinated Indebtedness at a purchase price
not greater than 101% of the principal amount thereof in the event of a Change
of Control or Asset Sale pursuant to a provision no more favorable to the
holders thereof than those described under Sections 4.10 and 4.14 hereof, provided that, in each case,
prior to the repurchase the Issuer has made an offer to purchase and repurchased
all Notes that were validly tendered for payment in connection with the offer to
purchase; and

        


        (xi) the
declaration and payment of dividends to holders of any class or series of
Disqualified Stock of the Issuer or any Restricted Subsidiary or Preferred Stock
of any Restricted Subsidiary issued in accordance with Section 4.09 hereof and
payment of any redemption price or liquidation value of any such Disqualified
Stock or Preferred Stock when due in accordance with its terms.

        


        
          (c)  The
amount of all Restricted Payments (other than cash) will be the Fair Market
Value on
the date of the Restricted Payment of the asset(s) or securities proposed to be
transferred or issued to or by the Issuer or such Subsidiary, as the case may
be, pursuant to the Restricted Payment.

        

        


        
           
Section
4.08         Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries.

        

        


        (a) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

        


        (i) pay
dividends or make any other distributions on its Capital Stock (or with respect
to any other interest or participation in, or measured by, its profits) to the
Issuer or any of its Restricted Subsidiaries or pay any liabilities owed to the
Issuer or any of its Restricted Subsidiaries;

         

        
          (ii)  make
loans or advances to the Issuer or any of its Restricted Subsidiaries;
or

        

        


        
          (iii)  transfer
any of its properties or assets to the Issuer or any of its Restricted
Subsidiaries.

        

        


        
          (b)  However,
the preceding restrictions will not apply to encumbrances or restrictions:

        

        


        (i) existing
under, by reason of or with respect to the Term Loan Credit Agreement, the
Revolving Credit Agreement, the Security Documents, Existing Indebtedness or any
other agreements in effect on the Issue Date;

        


        
          (ii)  set forth
in this Indenture, the Notes and the Note Guarantees;

        

        


        
          (iii)  existing
under, by reason of or with respect to applicable law;

        

        


        (iv) with
respect to any Person or the property or assets of a Person acquired by the
Issuer or any of its Restricted Subsidiaries existing at the time of such
acquisition and not incurred in connection with or in contemplation of such
acquisition, which encumbrance or restriction is not applicable to any Person or
the properties or assets of any Person, other than the Person, or the property
or assets of the Person, so acquired and any amendments,
modifications,

        


        
          
            
            

          

          
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        restatements, renewals, extensions, supplements, refundings,
replacements or refinancings thereof;

        


        (v) set forth
in any document governing any additional secured Indebtedness that limits the
right of the debtor to dispose of the assets securing such Indebtedness that is
otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12
hereof;

        


        
          (vi)  in the
case of clause (iii) of Section 4.08(a):

        

        


        (A) that
restrict in a customary manner the subletting, assignment or transfer of any
property or asset that is a lease, license, conveyance or contract or similar
property or asset,

        


        (B) existing
by virtue of any transfer of, agreement to transfer, option or right with
respect to, or Lien on, any property or assets of the Issuer or any Restricted
Subsidiary thereof not otherwise prohibited by this Indenture, or

        


        (C) arising
or agreed to in the ordinary course of business, not relating to any
Indebtedness, and that do not, individually or in the aggregate, detract from
the value of property or assets of the Issuer or any Restricted Subsidiary
thereof in any manner material to the Issuer or any Restricted Subsidiary
thereof;

        


        (vii) existing
under, by reason of or with respect to any agreement for the sale or other
disposition of all or substantially all of the Capital Stock of, or property and
assets of, a Restricted Subsidiary that restrict distributions by that
Restricted Subsidiary pending such sale or other disposition;

        


        (viii) existing
under restrictions on cash or other deposits or net worth imposed by customers
or required by insurance, surety or bonding companies, in each case, under
contracts entered into in the ordinary course of business;

        


        (ix) existing
under joint venture agreements or any Indebtedness permitted to be incurred
under this Indenture and which the Board of Directors of the Issuer determines
in good faith will not materially adversely affect the Issuer’s ability to make
payments of principal or interest payments on the Notes;

        


        
          (x)  consisting
of customary restrictions pursuant to any Permitted Receivables Financing;

        

        


        (xi) existing
under the Crude Oil Purchase Agreement with Statoil or the Ground Lease between
DuPont and a Subsidiary of the Issuer as in effect on the Issue Date;
and

        


        (xii) any
encumbrances or restrictions of the type referred to in clauses (i), (ii) and
(iii) of Section 4.08(a) hereof imposed by any amendments, modifications,
restatements, renewals, extensions, supplements, refundings, replacements or
refinancings of the contracts, instruments or obligations referred to in clauses
(i) through (ix) of Section 4.08(b) hereof, provided that the
encumbrances and restrictions in any such amendments, modifications,
restatements, renewals, extensions, supplements, refundings, replacement or
refinancings are no more restrictive than those prior to such amendment,
modification, restatement, renewal, extension, supplement, refunding,
replacement or refinancing.

        


        
          
            
            

          

          
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          Section
4.09          Limitation
on Incurrence of Indebtedness.

          


          (a) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Indebtedness; provided, however, that the Issuer or
any Guarantor may Incur Indebtedness, if the Fixed Charge Coverage Ratio for the
Issuer’s most recently ended four full fiscal quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is Incurred would have been at least 2.0 to 1,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been Incurred at the
beginning of such four-quarter period.

          


          (b)
Section 4.09(a) shall not prohibit the Incurrence of any of the following items
of Indebtedness (collectively, “Permitted
Debt”):

           

          (i)  the
Incurrence by the Issuer or any Guarantor of Indebtedness under Credit
Facilities (including, without limitation, the Incurrence by the Issuer and the
Guarantors of Guarantees thereof) in an aggregate amount at any one time
outstanding pursuant to this clause (i) not to exceed (x) the greater of (i)
$800.0 million and (ii) the Borrowing Base plus (y) the principal amount
of Indebtedness outstanding under the Term Loan Credit Agreement on the Issue
Date immediately after the repayment of amounts thereunder from proceeds of the
offering of the Notes, less, in the case of clause (y), the aggregate amount of
(a) all Net Proceeds of Asset Sales applied by the Issuer or any Restricted
Subsidiary thereof to repay any Indebtedness outstanding under the Term Loan
Credit Agreement pursuant to Section 4.10 and (b) the net proceeds of any
Subordinated Indebtedness applied to repay any Indebtedness outstanding under
the Term Loan Credit Agreement;

          


          


          
            (ii)
the
Incurrence of Existing Indebtedness;

          

          


          (iii) the
Incurrence by the Issuer and the Guarantors of Indebtedness represented by the
Notes and the related Note Guarantees to be issued on the Issue
Date;

          


          (iv) the
Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case, Incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Issuer or such Restricted Subsidiary,
in an aggregate amount, including all Permitted Refinancing Indebtedness
Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to
this clause (iv), not to exceed the greater of (x) $200.0 million and (y) 5.0%
of Total Assets at any time outstanding;

          


          (v) the
Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted
Refinancing Indebtedness in exchange for, or the net proceeds of which are used
to refund, refinance or replace Indebtedness (other than intercompany
Indebtedness) that was permitted by this Indenture to be Incurred under Section
4.09(a) or clauses (ii), (iii), (v) or (xv) of Section 4.09(b);

          


          


          (vi) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany
Indebtedness owing to and held by the Issuer or any of its Restricted
Subsidiaries; provided,
however,
that:

          


          (A) if
the Issuer or any Guarantor is the obligor on such Indebtedness and the obligee
is not the Issuer or any Guarantor, such Indebtedness must be unsecured
and

           

          
            
              
              

            

            
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          expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes, in the case of the Issuer, or the Note
Guarantee, in the case of a Guarantor;

          


          (B) (i)
any subsequent issuance or transfer of Equity Interests that results in any such
Indebtedness being held by a Person other than the Issuer or a Restricted
Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness
to a Person that is not either the Issuer or a Restricted Subsidiary thereof,
will be deemed, in each case, to constitute an Incurrence of such Indebtedness
by the Issuer or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (vi);

          


          (vii) the
Guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer
or a Restricted Subsidiary of the Issuer that was permitted to be Incurred by
another provision of this covenant;

          


          (viii) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging
Obligations that are Incurred for the purpose of managing interest rate,
commodity price or foreign currency exchange rate risk and not for speculative
purposes;

          


          (ix) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or Guarantees or letters of credit, surety bonds
or performance bonds securing any obligations of the Issuer or any of its
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted Subsidiary
(other than Guarantees of Indebtedness Incurred by any Person acquiring all or
any portion of such business, assets or Restricted Subsidiary for the purpose of
financing such acquisition), so long as the amount does not exceed the gross
proceeds actually received by the Issuer or any Restricted Subsidiary thereof in
connection with such disposition;

          


          (x) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business, provided, however, that such
Indebtedness is extinguished within five Business Days of its
Incurrence;

          


          (xi) the
Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness
constituting letters of credit issued in the ordinary course of business or
reimbursement obligations in respect thereof; provided that, upon the
drawing upon such letters of credit, such obligations are reimbursed within 30
days following such drawing;

          


          (xii) the
Incurrence by the Issuer of Indebtedness to the extent that the net proceeds
thereof are promptly deposited to defease or to satisfy and discharge the
Notes;

          


          (xiii) the
Incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness
in an aggregate amount at any time outstanding, including all Permitted
Refinancing Indebtedness Incurred to refund, refinance or replace any
Indebtedness Incurred pursuant to this clause (xiii), not to exceed $250.0
million;

          


          (xiv) the
Incurrence by any Foreign Subsidiary of additional Indebtedness in an aggregate
amount at any time outstanding not to exceed the greater of 5.0% of Total Assets
of the Foreign Subsidiaries;

          


          
            
              
              

            

            
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          (xv) Indebtedness incurred in connection with an acquisition,
provided that on a pro
forma basis, after giving effect to the Incurrence thereof, the Issuer could
Incur at least $1.00 of Indebtedness under Section 4.09(a); and

          


          (xvi) Indebtedness
of the Issuer or any Restricted Subsidiary supported by a letter of credit or
bank guarantee issued pursuant to Credit Facilities in a principal amount not in
excess of the stated amount of such letter of credit or bank
guarantee.

          


          
            (c)
For
purposes of determining compliance with this covenant, in the event that any
proposed
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (i) through (xvi) of Section 4.09(b) hereof, or is
entitled to be Incurred pursuant to Section 4.09(a) hereof, the Issuer will be
permitted to classify such item of Indebtedness at the time of its Incurrence in
any manner that complies with this Section 4.09. In addition, any Indebtedness
originally classified as Incurred pursuant to clauses (i) through (xvi) of
Section 4.09(b) may later be reclassified by the Issuer such that it will be
deemed as having been Incurred pursuant to another of such clauses to the extent
that such reclassified Indebtedness could be incurred pursuant to such new
clause at the time of such reclassification. Notwithstanding the foregoing,
Indebtedness under the Term Loan Credit Agreement outstanding on the Issue Date
will be deemed to have been Incurred on such date in reliance on the exception
provided by clause (i) of Section 4.09(b).

          

          


          (d)
Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that may be Incurred pursuant to this Section 4.09 will not be
deemed to be exceeded with respect to any outstanding Indebtedness due solely to
the result of fluctuations in the exchange rates of currencies.

          


          (e) The
Issuer will not Incur any Indebtedness that is subordinate in right of payment
to any other Indebtedness of the Issuer unless it is subordinate in right of
payment to the Notes to the same extent. The Issuer will not permit any
Guarantor to Incur any Indebtedness that is subordinate in right of payment to
any other Indebtedness of such Guarantor unless it is subordinate in right of
payment to such Guarantor’s Note Guarantee to the same extent. For purposes of
the foregoing, no Indebtedness will be deemed to be subordinated in right of
payment to any other Indebtedness of the Issuer or any Guarantor, as applicable,
solely by reason of any Liens or Guarantees arising or created in respect
thereof or by virtue of the fact that the holders of any secured Indebtedness
have entered into intercreditor agreements giving one or more of such holders
priority over the other holders in the collateral held by them.

          


          


          Section
4.10          Asset
Sales.

          


          (a) The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to
consummate, an Asset Sale of Term and Notes Collateral, unless:

           

          (1) the
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the
Term and Notes Collateral sold or otherwise disposed of;

           

          (2) except
in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary, as the case may
be, is in the form of cash or Cash Equivalents or Replacement Assets or a
combination of the foregoing. For purposes of this provision, each of the
following shall be deemed cash:

          


          
            
              
              

            

            
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          (a) any liabilities (as shown on the Issuer’s or such Restricted
Subsidiary’s most recent balance sheet) of the Issuer or such Restricted
Subsidiary (other than contingent liabilities, Indebtedness that is by its terms
subordinated to the Notes or any Note Guarantee and liabilities to the extent
owed to the Issuer or any Subsidiary of the Issuer) that are assumed by the
transferee of any such assets pursuant to a written customary assignment and
assumption agreement that releases the Issuer or such Restricted Subsidiary from
further liability therefor;

          


          (b) any
securities, notes or other obligations received by the Issuer or such Restricted
Subsidiary from such transferee that are converted by the Issuer or such
Restricted Subsidiary into cash within 180 days after the date of such Asset
Sale of Term and Notes Collateral (to the extent of the cash received in that
conversion); and

          


          (c) any
Designated Non-cash Consideration received by the Issuer or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Non-cash Consideration received
pursuant to this clause (c) that is at that time outstanding, not to exceed the
greater of $100 million and 3.0% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration (with the fair market value of each item
of Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value).

          


             
(3) the consideration received from such Asset Sale is concurrently added to the
Term and Notes Collateral.

          


          (b)
Within 365 days after the receipt of any Net Proceeds from an Asset Sale of Term
and Notes Collateral, the Issuer or the applicable Restricted Subsidiary may
apply such Net Proceeds at its option:

           

          (1) to
make capital expenditures or purchase Replacement Assets (other than current
assets) (or enter into a binding agreement to make such capital expenditures or
purchase such Replacement Assets); provided that (x) such
expenditure or purchase is consummated within 90 days
after the end of such 365 day period and (y) if such expenditure or purchase is
not consummated within the period set forth in subclause (x), the Net Proceeds
not so applied will be deemed to be Collateral Excess Proceeds (as defined
below); and provided,
further, however, that such assets are
concurrently with their acquisition added to the Term and Notes
Collateral;

          


          (2) to
(x) repay the Term Loan Debt or (y) make one or more offers to all Holders of
the Notes and (if the Issuer is required or so elects), the Term Loan Debt and
the Other Pari Passu Secured Obligations to purchase, on a pro rata basis, all
Notes, the Term Loan Debt and such Other Pari Passu Secured Obligations pursuant
to and subject to the conditions contained in this Indenture, the Term Loan
Credit Agreement and in the documents governing such Other Pari Passu Secured
Obligations; provided,
however, that in
connection with any prepayment, repayment or purchase of Indebtedness pursuant
to this clause (2), the Issuer or such Restricted Subsidiary shall permanently
retire such Indebtedness and shall cause the related revolving obligations (if
any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased; or

          


          


          
            (3) any
combination of the foregoing.

          

          


          Pending
the final application of any such Net Proceeds, the Issuer may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.

           

          
            
              
              

            

            
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          (c) On the 366th day after an Asset Sale of Term and Notes
Collateral or such earlier date, if any, as the Issuer determines not to apply
the Net Proceeds relating to such Asset Sale of Term and Notes Collateral as set
forth in clause (b) above (each such date being referred to as a “Collateral Excess Proceeds Trigger
Date”), such aggregate amount of Net Proceeds that has not been applied
on or before the
Collateral Excess Proceeds Trigger Date as permitted in clause (b) above (“Collateral Excess
Proceeds”) will
be applied by the Issuer to make an offer (a “Collateral Asset Sale
Offer”) to all holders of the Notes
and, if the Issuer is required or so elects, the Term Loan Debt and the Other
Pari Passu Secured Obligations, to purchase the maximum principal amount of the
Notes, Term Loan Debt and Other Pari Passu Secured Obligations that may be
purchased out of the Collateral Excess Proceeds. The offer price in any
Collateral Asset Sale Offer will be equal to 100.000% of the principal amount of
the Notes and the Term Loan Debt or, in respect of such Other Pari Passu Secured
Obligations and the Term Loan Debt, the price set forth in the documentation
governing such Other Pari Passu Secured Obligations and the Term Loan Debt, plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of the Holders of record on the relevant Record Date to receive interest
due on the relevant Interest Payment Date), and will be payable in
cash.

           

          (d) The
Issuer may defer the Collateral Asset Sale Offer until there are aggregate
unutilized Collateral Excess Proceeds equal to or in excess of $100.0 million
resulting from one or more Asset Sales of Term and Notes Collateral, at which
time the entire unutilized amount of Collateral Excess Proceeds (not only the
amount in excess of $100.0 million) will be applied as provided in clause (c)
above. If any Collateral Excess Proceeds remain after consummation of a
Collateral Asset Sale Offer, such Collateral Excess Proceeds may be used for any
purpose not otherwise prohibited by this Indenture. If the aggregate principal
amount of the Notes, the Term Loan Debt and such Other Pari Passu Secured
Obligations tendered into such Collateral Asset Sale Offer exceeds the amount of
Collateral Excess Proceeds, then the Notes, the Term Loan Debt and the Other
Pari Passu Secured Obligations so tendered will be purchased on a pro rata basis
based on the principal amount of Notes, the Term Loan Debt and the Other Pari
Passu Secured Obligations tendered. Upon completion of each Collateral Asset
Sale Offer, the Collateral Excess Proceeds subject to such Asset Sale of
Collateral will no longer be deemed to be Collateral Excess
Proceeds.

          


          


          (e) The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale (other than an Asset Sale of Term and Notes Collateral)
unless:

          


          (1) the
Issuer (or the Restricted Subsidiary, as the case may be) receives consideration
at the time of such Asset Sale at least equal to the Fair Market Value of the
assets or Equity Interests issued or sold or otherwise disposed of;
and

          


          (2) except
in the case of a Permitted Asset Swap, at least 75% of the consideration
therefor received by the Issuer or such Restricted Subsidiary is in the form of
cash, Cash Equivalents or Replacement Assets or a combination of the foregoing.
For purposes of this provision, each of the following shall be deemed to be
cash:

          


          (A)  any
liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most
recent balance sheet) of the Issuer or such Restricted Subsidiary (other than
contingent liabilities, Indebtedness that is by its terms subordinated to the
Notes or any Note Guarantee and liabilities to the extent owed to the Issuer or
any Subsidiary of the Issuer) that are assumed by the transferee of any such
assets pursuant to a written customary assignment and assumption agreement that
releases the Issuer or such Restricted Subsidiary from further liability
therefor;

           

          
            
              
              

            

            
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          (B)  any securities, notes or other obligations received
by the Issuer or such Restricted Subsidiary from such transferee that are
converted by the Issuer or such Restricted Subsidiary into cash within 180 days
after the date of such Asset Sale (to the extent of the cash received in that
conversion); and

          


          (C)  any
Designated Non-cash Consideration received by the Issuer or any of its
Restricted Subsidiaries in such Asset Sale having an aggregate fair market
value, taken together with all other Designated Non-cash Consideration received
pursuant to this clause (C) that is at that time outstanding, not to exceed the
greater of $100 million and 3.0% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration (with the fair market value of each item
of Designated Non-cash Consideration being measured at the time received and
without giving effect to subsequent changes in value).

           

          
            (f) 
Within
365 days after the receipt of any Net Proceeds from an Asset Sale under
paragraph
(e) above, the Issuer or the applicable Restricted Subsidiary may apply such Net
Proceeds at its option:

          

          


          (1) to
repay (x) any Indebtedness secured by a Permitted Lien (including the Credit
Facilities), (y) any Indebtedness of a Restricted Subsidiary that is not a
Guarantor (and, in the case of revolving obligations, to correspondingly reduce
commitments with respect thereto) or (z) any
Pari Passu Indebtedness, in each case other than Indebtedness owed to the Issuer
or a Subsidiary of the Issuer; provided, however, that if the Issuer
or any Guarantor shall so reduce any Pari Passu Indebtedness pursuant to clause
(z), the Issuer will equally and ratably reduce Indebtedness under the Notes by
making an offer to all Holders of the Notes (and, if the Issuer is required to
do so or otherwise elects) the Term Loan Debt and the Other Pari Passu Secured
Obligations to purchase, on a pro rata basis, at a purchase price equal to
100.000% of the principal amount thereof, or, in respect of such Other Pari
Passu Secured Obligations, the price set forth in the documentation governing
such Other Pari Passu Secured Obligations, plus accrued and unpaid interest
thereon and such offer shall be conducted pursuant to the terms and subject to
the conditions set forth in this Indenture, the Term Loan Credit Agreement and
the documents governing the Other Pari Passu Secured Obligations;

           

          (2) to
make capital expenditures or purchase Replacement Assets (or enter into a
binding agreement to make such expenditures or purchase such Replacement Assets;
provided that (x) such
expenditure or purchase is consummated within 90 days after the end of such 365
day period and (y) if such expenditure or purchase is not consummated within the
period set forth in subclause (x), the Net Proceeds not so applied will be
deemed to be Excess Proceeds (as defined in clause (g) below)); or

          


          
            (3) any
combination of the foregoing.

          

          


          Pending
the final application of any such Net Proceeds, the Issuer may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.

          


          (g) On
the 366th day after an Asset Sale or such earlier date, if any, as the Issuer
determines not to apply the Net Proceeds relating to such Asset Sale as set
forth in clause (f) above (each such date being referred as an “Excess Proceeds Trigger
Date”), such aggregate amount of Net Proceeds that has not been applied
on or before the Excess Proceeds Trigger Date as permitted in clause (f) above
(“Excess
Proceeds”) shall be applied by the Issuer to make an offer (an “Asset Sale Offer”) to
all

           

          
            
              
              

            

            
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          Holders of the Notes, and, if the Issuer is so required or elects,
the Term Loan Debt and the Other Pari Passu Secured Obligations to purchase the
maximum principal amount of Notes, the Term Loan Debt and Other Pari Passu
Secured Obligations that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100.000% of the principal amount
of the Notes and the Term Loan Debt, or, in respect of such Other Pari Passu
Secured Obligations and the Term Loan Debt, the price set forth in the
documentation governing such Other Pari Passu Secured Obligations and the Term
Loan Debt, plus accrued and unpaid interest thereon, and such offer shall be
conducted pursuant to the terms and subject to the conditions set forth in this
Indenture, the Term Loan Credit Agreement and the documents governing the Other
Pari Passu Secured Obligations.

          


          (h) The
Issuer may defer the Asset Sale Offer until there are aggregate unutilized
Excess Proceeds equal to or in excess of $100.0 million resulting from one or
more Asset Sales, at which time the entire unutilized amount of Excess Proceeds
(not only the amount in excess of $100.0 million) will be applied as provided in
clause (g) above. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, such Excess Proceeds may be used for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes, Term
Loan Debt and Other Pari Passu Secured Obligations tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, then the Notes, the Term Loan Debt
and the Other Pari Passu Secured Obligations will be purchased on a pro rata
basis based on the principal amount of the Notes, the Term Loan Debt and the
Other Pari Passu Secured Obligations tendered. Upon completion of each Asset
Sale Offer, the Excess Proceeds subject to such Asset Sale will no longer be
deemed to be Excess Proceeds.

          


          Section
4.11          Transactions
with Affiliates.

          


          (a)  The
Issuer will not, and will not permit any of its Restricted Subsidiaries to, make
any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into,
make, amend, renew or extend any transaction, contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate (each, an “Affiliate
Transaction”), unless, in the case of any transaction involving payments
or aggregate consideration in excess of $10.0 million:

          


          (i) such
Affiliate Transaction is on terms that are no less favorable to the Issuer or
the relevant Restricted Subsidiary than those that would have been obtained in a
comparable arm’s-length transaction by the Issuer or such Restricted Subsidiary
with a Person that is not an Affiliate of the Issuer or any of its Restricted
Subsidiaries; and

          


          (ii) the
Issuer delivers to the Trustee, with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $25.0 million, a Board Resolution set forth in an Officers’
Certificate certifying that such Affiliate Transaction or series of related
Affiliate Transactions complies with this Section 4.11 and that such Affiliate
Transaction or series of related Affiliate Transactions has been approved by a
majority of the disinterested members of the Board of Directors of the
Issuer.

          


          
            (b) The
following items will not be deemed to be Affiliate Transactions and,
therefore,
will not be subject to the provisions of Section 4.11(a):

          

          


          
            (i)  transactions
between or among the Issuer and/or its Restricted
Subsidiaries;

          

          


          (ii) payment
of reasonable and customary fees to, and reasonable and customary
indemnification and similar payments on behalf of, directors of the
Issuer;

           

          
            
              
              

            

            
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          (iii)  Restricted Payments that are permitted by the
provisions of this Indenture described above under Section 4.07 hereof and any
Permitted Investment;

          


          
            (iv)
any
sale of Equity Interests (other than Disqualified Stock) of the
Issuer;

          

          


          (v)  transactions
pursuant to agreements or arrangements in effect on the Issue Date or any
amendment, modification, or supplement thereto or replacement thereof, as long
as such agreement or arrangement, as so amended, modified, supplemented or
replaced, taken as a whole, is not materially more disadvantageous to the Issuer
and its Restricted Subsidiaries than the original agreement or arrangement in
existence on the Issue Date;

          


          (vi) any
employment, consulting, service or termination agreement, or reasonable and
customary indemnification arrangements, entered into by the Issuer or any of its
Restricted Subsidiaries with officers and employees of the Issuer or any of its
Restricted Subsidiaries and the payment of compensation to officers and
employees of the Issuer or any of its Restricted Subsidiaries (including amounts
paid pursuant to employee benefit plans, employee stock option or similar
plans), so long as such agreement or payment have been approved by a majority of
the disinterested members of the Board of Directors of the Issuer;

          


          (vii)  any
transaction in which the Issuer or any Restricted Subsidiary, as the case may
be, obtains a favorable written opinion from a nationally recognized investment
banking firm as to the fairness of the transaction to the Issuer and its
Restricted Subsidiaries from a financial point of view;

           

          (viii) the
entering into of a customary agreement providing registration rights to the
shareholders of the Issuer and the performance of such agreements;

          


          (ix)  (A)
transactions with customers, clients, suppliers or purchasers or sellers of
goods or services, or transactions otherwise relating to the purchase or sale of
goods or services, in each case in the ordinary course of business or (B)
transactions with joint ventures or Unrestricted Subsidiaries entered into in
the ordinary course of business and consistent with past practice or industry
norms; or

          


          (x)  sales
of accounts receivable, or participations therein, or any related transaction,
in connection with any Permitted Receivables Financing.

          


          Section
4.12          Liens.

          


          The
Issuer shall not, and shall not permit any of its Restricted Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective
any Lien of any kind (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired.

          


          If the
Issuer or any Restricted Subsidiary incurs any Indebtedness intended to be
secured by Liens on the Collateral (and such Liens are Permitted Liens
hereunder), the lenders with respect to such Indebtedness or their
representative will join the Intercreditor Agreements or enter into an
intercreditor agreement with the Issuer, the Guarantors and the Collateral
Trustee on terms substantially similar to the Intercreditor Agreements, as
determined in good faith by the Board of Directors of the Issuer.

          


          


          
            
              
              

            

            
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          Section
4.13          Corporate
Existence.

          


          (a)
Subject to Article 5 hereof, the Issuer shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Issuer and its Restricted Subsidiaries; provided that the
Issuer shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if the Issuer in good faith shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Issuer and
its Restricted Subsidiaries, taken as a whole.

          


          (b) Upon
request of the Collateral Trustee at any time after an Event of Default has
occurred and is continuing, the Issuer shall, and shall cause its Restricted
Subsidiaries to, (i) permit the Collateral Trustee or any advisor, auditor,
consultant, attorney or representative acting for the Collateral Trustee, upon
reasonable notice to the Issuer and during normal business hours, to visit and
inspect any of the property of the Issuer and its Restricted Subsidiaries, to
review, make extracts from and copy the books and records of the Issuer and its
Restricted Subsidiaries relating to any such property, and to discuss any matter
pertaining to any such property with the officers and employees of the Issuer
and its Restricted Subsidiaries, and (ii) deliver to the Collateral Trustee such
reports, including valuations, relating to any such property or any Lien thereon
as the Collateral Trustee may reasonably request. The Issuer will promptly
reimburse the Trustee and Collateral Trustee for all costs and expenses incurred
by the Trustee or Collateral Trustee in connection therewith, including all
reasonable fees and charges of any advisors, auditors, consultants, attorneys or
representatives acting for the Trustee or for the Collateral
Trustee.

          


          


          Section
4.14          Offer to
Repurchase upon Change of Control.

          


          (a) If a
Change of Control occurs, each Holder of the Notes shall have the right to
require the Issuer to repurchase all or any part (equal to $2,000 or in integral
multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to the
offer described below (the “Change of Control
Offer”) at a price in cash (the “Change of Control
Payment”) equal to not less than 101.000% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase, subject to the right of Holders of the Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date (the “Change of
Control Payment Date,” which date will be no earlier than the date of
such Change of Control). No later than 30 days following any Change of Control,
the Issuer shall send notice of such Change of Control Offer (describing the
transaction or transactions that constitute the Change of Control) by
first-class mail, with a copy to the Trustee and the Registrar, to each Holder
of Notes to the address of such Holder appearing in the security register with a
copy to the Trustee and the Registrar or otherwise in accordance with the
procedures of DTC, with the following information:

          


          (1)  that
a Change of Control Offer is being made pursuant to this Section 4.14 and that
all Notes properly tendered pursuant to such Change of Control Offer will be
accepted for payment by the Issuer;

          


          (2)  the
purchase price and the Change of Control Payment Date (which shall be no earlier
than 30 days nor later than 60 days from the date such notice is
mailed);

          


          
            (3)  that any
Note not properly tendered will remain outstanding and continue to accrue
interest;

          

          


          
            
              
              

            

            
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          (4)  that unless the Issuer defaults in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest on the Change of Control Payment
Date;

          


          (5)  that
Holders electing to have any Notes purchased pursuant to a Change of Control
Offer will be required to surrender such Notes, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of such Notes completed, to the
paying agent specified in the notice at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change of
Control Payment Date;

          


          (6)  that
Holders shall be entitled to withdraw their tendered Notes and their election to
require the Issuer to purchase such Notes, provided that the
Paying Agent receives, not later than the close of business on the 30th day
following the date of the Change of Control notice, a telegram, facsimile
transmission or letter setting forth the name of the Holder of the Notes, the
principal amount of Notes tendered for purchase, and a statement that such
Holder is withdrawing its tendered Notes and its election to have such Notes
purchased;

          


          (7)  that
if the Issuer is redeeming less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in
principal amount to the unpurchased portion of the Notes surrendered. The
unpurchased portion of the Notes must be equal to $2,000 or an integral multiple
of $1,000 in excess thereof; and

          


          (8)  the
other instructions, as determined by the Issuer, consistent with this Section
4.14, that a Holder must follow.

          


          The
notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice. If (a) the
notice is mailed in a manner herein provided and (b) any Holder fails to receive
such notice or a Holder receives such notice but it is defective, such Holder’s
failure to receive such notice or such defect shall not affect the validity of
the proceedings for the purchase of the Notes as to all other Holders that
properly received such notice without defect. The Issuer shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws or regulations are applicable
in connection with the repurchase of Notes pursuant to a Change of Control
Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Section 4.14, the Issuer shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.14 by virtue thereof.

          


          
            (b) On the
Change of Control Payment Date, the Issuer shall, to the extent
lawful,

          

          


          (1) accept
for payment all Notes issued by it or portions thereof properly tendered
pursuant to the Change of Control Offer;

          


          (2) deposit
with the Paying Agent an amount equal to the aggregate Change of Control Payment
in respect of all Notes or portions thereof so tendered (and the Paying Agent
shall promptly remit or wire transfer to each Holder of Notes so tendered the
Change of Control Payment); and

          


          (3) deliver,
or cause to be delivered, to the Trustee for cancellation the Notes so accepted
together with an Officers’ Certificate to the Trustee stating that such Notes or
portions thereof have been tendered to and purchased by the Issuer.

          


          
            
              
              

            

            
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          (c) The Issuer shall not be required to make a Change of Control
Offer following a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.14 applicable to a Change of Control
Offer made by the Issuer and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer. Notwithstanding anything to the
contrary herein, a Change of Control Offer may be made in advance of a Change of
Control, conditional upon such Change of Control, if a definitive agreement is
in place for the Change of Control at the time of making of the Change of
Control Offer.

          


          (d) Other
than as specifically provided in this Section 4.14, any purchase pursuant to
this Section 4.14 shall be made pursuant to the provisions of Sections 3.02,
3.05 and 3.06 hereof.

          


          Section
4.15           Guarantees.

          


          (a) If
the Issuer or any of its Restricted Subsidiaries acquires or creates another
Wholly-Owned Domestic Subsidiary on or after the Issue Date, then that newly
acquired or created Domestic Subsidiary must become a Guarantor and execute a
supplemental indenture (in the form of Exhibit D) and a joinder agreement to the
Collateral Trust and Intercreditor Agreement or enter into a substantially
similar intercreditor agreement and deliver an Opinion of Counsel to the
Trustee.

          


          (b) The
Issuer will not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee the payment of any other Indebtedness of the Issuer
under Credit Facilities that are secured by a Lien on the Collateral unless such
Restricted Subsidiary (i) is a Guarantor or simultaneously executes and delivers
to the Trustee an Opinion of Counsel and a supplemental indenture (in the form
of Exhibit D) providing for the Note Guarantee of the payment of the Notes by
such Restricted Subsidiary, which Note Guarantee will be senior to or pari passu with such
Subsidiary’s Guarantee of such other Indebtedness, and (ii) executes a joinder
agreement to the Collateral Trust and Intercreditor Agreement or enters into a
substantially similar intercreditor agreement and delivers an Opinion of Counsel
to the Trustee.

          


          


          (c) A
Guarantor may not sell or otherwise dispose of all or substantially all of its
assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than the Issuer or
another Guarantor, unless:

          


          
            	
                     
      

                  	
                    (1)

                  	
                    immediately
      after giving effect to that transaction, no Default or Event of Default
      exists; and

                  


          

          


          
            	
                     
      

                  	
                    (2)

                  	
                    either:

                  


          

          


          
            	
                     
      

                  	
                    (a)

                  	
                    the
      Person acquiring the property in any such sale or disposition or the
      Person formed by or surviving any such consolidation or merger (if other
      than the Guarantor) is organized or existing under the laws of the United
      States, any state thereof or the District of Columbia and assumes all the
      obligations of that Guarantor under this Indenture, its Note Guarantee and
      the Security Documents pursuant to a supplemental indenture (in the form
      of Exhibit D) and agreements reasonably satisfactory to the Trustee;
      or

                  


          

          


          
            	
                     
      

                  	
                    (b)

                  	
                    such
      sale or other disposition or consolidation or merger complies with Section
      4.10 hereof.

                  


          

          


          
            
              
              

            

            
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          Section
4.16          Maintenance
of Insurance.

          


          (a)  At
all times, at its expense, the Issuer shall cause to be carried and maintained
with reputable insurers, insurance (including property insurance, liability
insurance, business interruption insurance, and workers’ compensation insurance)
of the kinds and in the amounts and with deductibles as are customarily
maintained by prudent companies in similar circumstances, carrying on similar
businesses or having comparable properties and reasonably acceptable to the
Collateral Trustee and the Trustee.

          


          


          (b) The
Collateral Trustee shall be named as an additional insured and loss payee (as
applicable) with respect to all insurance maintained by the Issuer on the
Collateral. Upon request of the Collateral Trustee, the Issuer shall furnish to
the Collateral Trustee such information relating to its property and property of
its Restricted Subsidiaries and liability insurance carriers as may be
reasonably requested from time to time.

          


          (c) No
provision of this Section 4.16 shall impose on the Collateral Trustee or the
Trustee any duty or obligation to verify the existence or adequacy of the
insurance coverage maintained by the Issuer or the Guarantors, nor shall the
Collateral Trustee or the Trustee be responsible for any representations or
warranties made by or on behalf of the Issuer to any insurance company or
underwriter. Any failure on the part of the Collateral Trustee, the Trustee or
Holders to pursue or obtain the evidence of insurance required by this Section
4.16 from the Issuer or the Guarantors and/or failure of the Collateral Trustee,
the Trustee or Holders to point out any non-compliance of such evidence of
insurance shall not constitute a waiver of any of the insurance requirements in
this Section 4.16; and

          


          (d) 
During the existence and continuation of an Event of Default, all insurance
proceeds or condemnation proceeds received by the Issuer or any of its
Subsidiaries in respect of Term and Notes Collateral shall, if so directed by
the Collateral Trustee be held in the Term Collateral Account held by the
Collateral Trustee for the benefit of the Holders pending application of such
proceeds as permitted by the Indenture.

          


          Section
4.17          After-Acquired
Property.

          


          (a) Promptly
following the acquisition by the Issuer or any Guarantor of any material
After-Acquired Property (but subject to the limitations, if applicable, under
the Security Documents and clause (b) below), the Issuer or such Guarantor shall
execute and deliver or procure, as applicable, such mortgages, deeds of trust,
security instruments, financing statements, title insurance (for refineries)
(and surveys if required by the title insurer), and certificates and Opinions of
Counsel as shall be reasonably necessary to vest in the Collateral Trustee a
perfected security interest or other Liens in or on such After- Acquired
Property and to have such After-Acquired Property added to the Term and Notes
Collateral or the Revolver Collateral, as applicable, and thereupon all
provisions of this Indenture relating to the Term and Notes Collateral or the
Revolver Collateral, as applicable, shall be deemed to relate to such After-
Acquired Property to the same extent and with the same force and
effect.

          


          (b) Notwithstanding
the foregoing, the Issuer and the Guarantors will not be required to take any
steps to perfect security interests on the Collateral consisting of motor
vehicles, and shall not be required to grant or perfect security interests on
real property consisting of terminals, convenience stores, retail store
locations or card locks, or on aircraft used for Company business. In addition,
Navajo Convenient Stores Co, LLC will not be required to pledge any assets so
long as the book value of its assets is less than $5.0 million. Finally, the
Issuer and the Guarantors need not pledge assets or properties to the extent
that, in its reasonable judgment, the cost of creating or perfecting liens
thereon will be excessive in view of the benefits to be obtained by the Holders
of the Notes; provided
that the Issuer and

           

          
            
              
              

            

            
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          Guarantors
may not rely on this provision if the Term Loan Agent makes a contrary
determination under the Term Loan Credit Agreement and requires a pledge of such
assets.

          


          Section
4.18          Designation
of Restricted and Unrestricted Subsidiaries.

          


          (a) The
Board of Directors of the Issuer may designate any Restricted Subsidiary of the
Issuer to be an Unrestricted Subsidiary; provided that:

          


          (i)  the
aggregate Fair Market Value of all outstanding Investments owned by the Issuer
and its Restricted Subsidiaries in the Subsidiary being so designated (including
any Guarantee by the Issuer or any Restricted Subsidiary thereof of any
Indebtedness of such Subsidiary) will be deemed to be a Investment made as of
the time of such designation and that such Investment would be permitted under
Section 4.07 hereof;

          


          (ii) such
Subsidiary does not hold any Liens on any property of the Issuer or any
Restricted Subsidiary thereof;

          


          
            (iii) the
Subsidiary being so designated:

          

          


          (A) is
not party to any agreement, contract, arrangement or understanding with the
Issuer or any Restricted Subsidiary of the Issuer unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to the
Issuer or such Restricted Subsidiary than those that might be obtained at the
time from Persons who are not Affiliates of the Issuer or would be permitted
under Section 4.11 hereof; and

          


          (B) is
a Person with respect to which neither the Issuer nor any of its Restricted
Subsidiaries has any direct or indirect obligation (1) to subscribe for
additional Equity Interests or (2) to maintain or preserve such Person’s
financial condition or to cause such Person to achieve any specified levels of
operating results, except as would be permitted under Section 4.07
hereof;

          


          
            (iv) no
Default or Event of Default would be in existence following such
designation.

          

          


          
            (b) Any
designation of a Restricted Subsidiary of the Issuer as an Unrestricted
Subsidiary
will be evidenced to the Trustee by filing with the Trustee the Board Resolution
giving effect to such designation and an Officers’ Certificate certifying that
such designation complied with the preceding conditions and was permitted by
this Indenture. If, at any time, any Unrestricted Subsidiary (x) would fail to
meet any of the preceding requirements described in subclauses (A) or (B) of
clause (iii) of Section 4.18(a), it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or
Liens on the property, of such Subsidiary will be deemed to be Incurred or made
by a Restricted Subsidiary of the Issuer as of such date and, if such
Indebtedness, Investments or Liens are not permitted to be Incurred or made as
of such date under this Indenture, the Issuer will be in Default under this
Indenture.

          

          


          (c) The
Board of Directors of the Issuer may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that:

          


          (i) such
designation will be deemed to be an Incurrence of Indebtedness by a Restricted
Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if such Indebtedness is
permitted under the covenant described under Section 4.09 hereof;

          


          
            
              
              

            

            
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          (ii) all outstanding Investments owned by such Unrestricted
Subsidiary will be deemed to be made as of the time of such designation and such
designation will only be permitted if such Investments would be permitted under
Section 4.07 hereof;

          


          (iii) all
Liens upon property or assets of such Unrestricted Subsidiary existing at the
time of such designation would be permitted under Section 4.12 hereof;
and

          


          
            (iv) no
Default or Event of Default would be in existence following such
designation.

          

          


          Section
4.19          Payments
for Consent

          


          The
Issuer will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or
agreement.

          


          Section
4.20           Real
Estate.

          


          On or
prior to the Issue Date, or as reasonably practicable after the Issue Date, but
in no event later than 45 days after the Issue Date (such time and date, the
“Mortgage Closing
Date”), the Issuer and the Guarantors will deliver to the Collateral
Trustee:

          


          (a) the
favorable opinions of Andrews Kurth LLP, Montgomery & Andrews, P.A.,
Fennemore Craig, P.C. and McGuire Woods LLP, counsel for certain Guarantors, or
other counsel reasonably acceptable to the Collateral Trustee, in form and
substance reasonably satisfactory to the Collateral Trustee.

          


          (b) modifications
to or amendments and restatements of the deeds of trust, trust deeds and
mortgages delivered pursuant to the Term Loan Credit Agreement (the “Existing Mortgages”)
in substantially the form delivered in July 2007 in connection with the Term
Loan Credit Agreement (with such changes as may be required to account for local
law matters and the substitutions of the beneficiary or mortgagee thereunder)
and covering the Refineries and Pipeline System and amending the first priority
Lien thereon (in each case as the same may be amended from time to time, the
“Mortgages”) to
secure on a pari passu basis the Term Loan Obligations and the Notes Obligations
under this Indenture, duly executed by the Issuer or the appropriate Subsidiary,
together with:

          


          (i)  evidence
that counterparts of the Mortgages have been either (x) duly recorded on or
before the Mortgage Closing Date or (y) duly executed, acknowledged and
delivered in form suitable for filing or recording in all filing or recording
offices that the Collateral Trustee shall deem reasonably necessary or in its
reasonable judgment desirable in order to create a valid first and subsisting
Lien on the property described therein in favor of the Collateral Trustee for
the benefit of the Term and Notes Secured Parties, and that all filing and
recording taxes and fees have been paid (including any mortgage recording taxes)
(or arrangements reasonably satisfactory to the Collateral Trustee have been
made for such payment), and that all other actions necessary to perfect and
protect the liens secured by the Mortgages have been taken,

          


          (ii)  fully
paid American Land Title Association Lender’s Extended Coverage title insurance
policies (the “Mortgage Policies”)
in the form, with the endorsements, and in the amounts of the title insurance
policies insuring the Existing Mortgages. The Mortgage Policies shall be issued
by the title insurers that issued the existing policies from 2007 or, if such
title insurers are unable or unwilling to issue such policies, such policies may
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          company satisfactory to the Collateral Trustee, in either case in
the form of the 2007 title policies (taking into account the additional property
in El Paso Refinery and other Permitted Liens). The Mortgage Policies shall
insure the Mortgages covering the Refineries and Pipeline System to be valid
first and subsisting liens on the property described therein, free and clear of
all defects and encumbrances, excepting only the Liens and other matters
included as exceptions on such existing title policies and Permitted Liens. To
the extent that the Issuer is in the position to deliver all of the items set
forth in this Section 4.20 except for Mortgage Policies with the deletion of
creditors’ rights exclusion, the Issuer shall deliver all such items, including
the Mortgage Policies without such exclusion, and shall use all commercially
reasonable efforts to deliver, no later than the Mortgage Closing Date, the
Mortgage Policies with such creditors’ rights exclusion,

          


          


          
            (iii)
copies of
any existing surveys of the Property, and

          

          


          (iv) a
certificate from the Issuer confirming that insurance complying with Section
4.16(a) is in effect.

          


          Section
4.21          Further
Assurances.

          


          Promptly
upon request by the Collateral Trustee, the Issuer shall (and shall cause any of
its Subsidiaries to and each Subsidiary shall) do, execute, acknowledge,
deliver, record, re-record, file, re- file, register and re-register, any and
all such further acts, deeds, conveyances, security agreements, mortgages,
assignments, estoppel certificates, financing statements and continuations
thereof, termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Collateral Trustee may reasonably require
from time to time in order to (i) carry out more effectively the purposes of any
Security Document, (ii) subject to the Liens created by any of the Security
Documents any of the properties, rights or interests (other than Excluded
Property) intended to be covered by any of the Security Documents, (iii) perfect
and maintain the validity, effectiveness and priority of any of the Security
Documents and the Liens intended to be created thereby, and (iv) better assure,
convey, grant, assign, transfer, preserve, protect and confirm to the Collateral
Trustee the rights granted or now or hereafter intended to be granted to the
Collateral Trustee under the Security Documents.

          


          Section
4.22          Limitation
of Applicability of Certain Covenants if Notes Rated Investment
Grade

          


          The
obligation of the Issuer and its Restricted Subsidiaries to comply with Sections
4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.15, 4.18, 4.19 and 5.01 other than clause
(iii) of Section 5.01(a) will be suspended (such suspended covenants, the “Suspended Covenants”)
and cease to have any further effect from and after the first date when the
Notes are rated Investment Grade; provided, that if the Notes cease to have an
Investment Grade Rating, then, from and after such time, the obligation of the
Issuer and its Restricted Subsidiaries to comply with the Suspended Covenants
shall be reinstated.

          


          Notwithstanding
the foregoing, in the event of any such reinstatement, no action taken or
omitted to be taken by the Issuer or any of its Subsidiaries prior to such
reinstatement shall give rise to a Default or Event of Default under this
Indenture upon reinstatement; provided that (1) with respect to Restricted
Payments made after any such reinstatement, the amount of Restricted Payments
made on or after the Issue Date will be calculated as though Section 4.07 had
been in effect during the entire period after such date; and (2) all
Indebtedness, Incurred, during the suspension period will be deemed to have been
Incurred as Existing Indebtedness and (3) promptly, and in any event within 10
Business Days of such reinstatement, any Restricted Subsidiary that would have
been required prior to such reinstatement

          


          
            
              
              

            

            
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          to execute become a Guarantor (but for the suspension of such
covenant) will execute such supplemental indenture required by Section
4.15.

          


          ARTICLE
5

          


          SUCCESSORS

          


          Section
5.01          Merger,
Consolidation or Sale of Assets.

          


          (a) The
Issuer will not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not the Issuer is the surviving corporation) or (2)
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties and assets of the Issuer and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person,
unless:

           

          (i) either:
(A) the Issuer is the surviving corporation; or (B) the Person formed by or
surviving any such consolidation or merger (if other than the Issuer) or to
which such sale, assignment, transfer, conveyance or other disposition will have
been made (1) is organized or existing under the laws of the United States, any
state thereof or the District of Columbia and (2) assumes all the obligations of
the Issuer under the Notes, this Indenture and the Security Documents pursuant
to agreements reasonably satisfactory to the Trustee;

          


          
            (ii) immediately
after giving effect to such transaction, no Default or Event of Default
exists;

          

          


          (iii) immediately
after giving effect to such transaction on a pro forma basis, the Issuer or the
Person formed by or surviving any such consolidation or merger (if other than
the Issuer), or to which such sale, assignment, transfer, conveyance or other
disposition will have been made will be permitted to Incur at least $1.00 of
additional Indebtedness under Section 4.09(a);

           

          (iv) each
Guarantor, unless such Guarantor is the Person with which the Issuer has entered
into a transaction under this covenant, will have by amendment to its Note
Guarantee confirmed that its Note Guarantee will apply to the obligations of the
Issuer or the surviving Person in accordance with the Notes and this Indenture;
and

          


          (v)  the
Issuer delivers to the Trustee an Officers’ Certificate (attaching the
arithmetic computation to demonstrate compliance with clause (iii) above, upon
which the Trustee is entitled to rely without independent verification) and
Opinion of Counsel, in each case stating that such transaction and such
agreement complies with this covenant and that all conditions precedent provided
for herein relating to such transaction have been complied with.

          


          
            (b)  In
addition, the Issuer and its Restricted Subsidiaries may not, directly or
indirectly,
lease all or substantially all of the properties or assets of the Issuer and its
Restricted Subsidiaries considered as one enterprise, in one or more related
transactions, to any other Person. Clauses (ii), (iii) and (iv) of Section
5.01(a) will not apply (1) to any merger, consolidation or sale, assignment,
transfer, conveyance or other disposition of assets between or among the Issuer
and any of its Restricted Subsidiaries or (2) if, in the good faith
determination of the Board of Directors, whose determination is evidenced by a
Board Resolution, the sole purpose of the transaction is to change the
jurisdiction of incorporation of the Issuer.

          

          


          
            
              
              

            

            
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          (c) The foregoing shall not apply to (1) any transfer of assets
by the Issuer to any Guarantor, (2) any transfer of assets among Guarantors or
(3) any transfer of assets by a Restricted Subsidiary that is not a Guarantor to
(x) another Restricted Subsidiary that is not a Guarantor or (y) the Issuer or
any Guarantor.

          


          Section
5.02           Successor
Substituted.

          


          Upon any
consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the assets of the Issuer in
accordance with Section 5.01 hereof, the successor formed by such consolidation
or into or with which the Issuer is merged or to which such sale, assignment,
transfer, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger,
sale, assignment, conveyance or other disposition, the provisions of this
Indenture referring to the “Issuer” shall refer instead to the successor and not
to the Issuer), and may exercise every right and power of the Issuer under this
Indenture with the same effect as if such successor Person had been named as the
Issuer herein.

          


          ARTICLE
6

          


          DEFAULTS
AND REMEDIES

          


          Section
6.01          Events of
Default and Remedies.

          


          
            (a)  Each of
the following is an Event of Default:

          

          


          (i)   default
for 30 days in the payment when due of interest on or with respect to the Notes
of any series;

          


          (ii)  default
in payment when due (whether at maturity, upon acceleration, redemption or
otherwise) of the principal of, or premium, if any, on the Notes of any
series;

          


          (iii) failure
by the Issuer or any of its Restricted Subsidiaries to comply with the
provisions described under Sections 4.10, 4.14 and 5.01;

          


          (iv) failure
by the Issuer or any of its Restricted Subsidiaries for 60 days after written
notice by the Trustee or Holders representing 25% or more of the aggregate
principal amount of Notes outstanding to comply with any of the other agreements
in this Indenture;

          


          (v)  default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness by the Issuer or any
of its Restricted Subsidiaries (or the payment of which is Guaranteed by the
Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or
Guarantee now exists, or is created after the Issue Date, if that
default:

          


          (A) is
caused by a failure to make any payment when due at the final maturity of such
Indebtedness (a “Payment Default”);
or

          


          
            (B) results
in the acceleration of such Indebtedness prior to its express maturity,

          

          


          and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$50.0 million or more;

           

          
            
              
              

            

            
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          (vi) failure by the Issuer or any of its Restricted
Subsidiaries to pay final judgments (to the extent such judgments are not paid
or covered by insurance provided by a reputable carrier that has the ability to
perform and has acknowledged coverage in writing) aggregating in excess of $50.0
million, which judgments are not paid, discharged or stayed for a period of 60
days;

          


          (vii) except
as permitted by this Indenture, any Note Guarantee will be held in any judicial
proceeding to be unenforceable or invalid or will cease for any reason to be in
full force and effect or any Guarantor, or any Person acting on behalf of any
Guarantor, will deny or disaffirm its obligations under its Note
Guarantee;

          


          (viii) any
security interest and Lien purported to be created by any Security Document with
respect to any Collateral, individually or in the aggregate, having a Fair
Market Value in excess of $50.0 million (A) ceases to be in full force and
effect, (B) ceases to give the Collateral Trustee, for the benefit of the Term
and Notes Secured Parties, the Liens, rights, powers and privileges purported to
be created and granted thereby (including a perfected first-priority security
interest in and Lien on, all of the Term and Notes Collateral thereunder) in
favor of the Collateral Trustee, or (C) is asserted by the Issuer or any other
Guarantor not to be, a valid, perfected, first priority (except as otherwise
expressly provided in this Indenture or the Collateral Trust and Intercreditor
Agreement) security interest in or Lien on the Collateral covered
thereby;

          


          (ix) the
Issuer, any Guarantor or any of the Issuer’s Restricted Subsidiaries that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, pursuant to or within the
meaning of any Bankruptcy Law:

          


          
            (1)  commences
proceedings to be adjudicated bankrupt or insolvent;

          

          


          (2)  consents
to the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under applicable Bankruptcy law;

          


          (3)  consents
to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or
other similar official of it or for all or substantially all of its
property;

          


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

          

          


          
            (5)  generally
is not paying its debts as they become due;

          

          


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

          

          


          (1)  is
for relief against the Issuer, any Guarantor or any of the Issuer’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, in
a proceeding in which the Issuer, Guarantor or any such Restricted Subsidiaries,
that is a Significant Subsidiary or any group of Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary, is to be adjudicated
bankrupt or insolvent;

          


          (2)  appoints
a receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Issuer, any Guarantor or any of the Issuer’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary, or
for all or substantially all of the

           

          
            
              
              

            

            
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          property of the Issuer, Guarantor or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary;
or

          


          (3)
orders the liquidation of the Issuer, any Guarantor or any of the Issuer’s
Restricted Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary;

          


          and the
order or decree remains unstayed and in effect for 60 consecutive
days;

          


          (b) In
the event of a declaration of acceleration of the Notes because an Event of
Default described in clause (v) under Section 6.01(a) has occurred and is
continuing, the declaration of acceleration of the Notes shall be automatically
annulled if the event of default or payment default triggering such Event of
Default pursuant to such clause (v) shall be remedied or cured, or waived by the
holders of the Indebtedness, or the Indebtedness that gave rise to such Event of
Default shall have been discharged in full, within 30 days after the declaration
of acceleration with respect thereto and if (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (2) all existing Events of Default, except
nonpayment of principal, premium or interest on the Notes that became due solely
because of the acceleration of the Notes, have been cured or
waived.

           

          Section
6.02          Acceleration.

          


          
            (a) If any
Event of Default (other than an Event of Default specified in clause (ix)
or (x)
of
Section 6.01(a) hereof with respect to the Issuer) occurs and is continuing
under this Indenture, the Trustee or the Holders of at least 25% in principal
amount of the then total outstanding Notes may declare the principal, premium,
if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately. Upon the effectiveness of such
declaration, such principal and interest shall be due and payable immediately.
The Trustee shall have no obligation to accelerate the Notes if and so long as a
committee of its Responsible Officers in good faith determines acceleration is
not in the best interest of the Holders of the Notes.

          

          


          
            (b) Notwithstanding
the foregoing, in the case of an Event of Default arising under clause
(ix) or (x) of Section 6.01(a) hereof with respect to the Issuer, all
outstanding Notes shall be due and payable immediately without further action or
notice.

          

          


          (c) The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders of
Notes rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest, or premium that has become due solely
because of the acceleration) have been cured or waived.

           

          Section
6.03          Other
Remedies.

           

          If an
Event of Default occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the Notes, this
Indenture or any Security Document.

          


          The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding. A delay or omission by the
Trustee or any Holder of a Note in exercising any right or remedy accruing upon
an Event of Default shall not impair the right or

           

          
            
              
              

            

            
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          remedy or constitute a waiver of or acquiescence in the Event of
Default. All remedies are cumulative to the extent permitted by
law.

          


          Section
6.04         Waiver of
Past Defaults.

          


          Holders
of not less than a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, or interest on, any of the Notes. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

          


          Section
6.05          Control by
Majority.

          


          Subject
to the terms of the Intercreditor Agreements, the Holders of a majority in
principal amount of the then total outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines is unduly prejudicial to the rights of
any other Holder of a Note or that would involve the Trustee in personal
liability.

          


          Section
6.06         Limitation
on Suits.

          


          Subject
to the terms of the Intercreditor Agreements and subject to Section 6.07 hereof,
no Holder of a Note may pursue any remedy with respect to this Indenture, the
Notes or any Security Document unless:

          


          
            (1)  such
Holder has previously given the Trustee notice that an Event of Default is
continuing;

          

          


          (2)  Holders
of at least 25% in principal amount of the total outstanding Notes have
requested the Trustee to pursue the remedy;

          


          (3)  such
Holders of the Notes have offered the Trustee security or indemnity satisfactory
to it against any loss, liability or expense;

          


          (4)  the
Trustee has not complied with such request within 60 days after the receipt
thereof and the offer of indemnity; and

          


          (5)  Holders
of a majority in principal amount of the total outstanding Notes have not given
the Trustee a direction inconsistent with such request within such 60-day
period.

          


          A Holder
of a Note may not use this Indenture to prejudice the rights of another Holder
of a Note or to obtain a preference or priority over another Holder of a
Note.

          


          Section
6.07          Rights of
Holders of Notes to Receive Payment.

          


          Notwithstanding
any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal, premium, if any, and interest on the Note, on or
after the respective due dates expressed in the Note (including in connection
with an Asset Sale Offer or a Change of Control

          


          
            
              
              

            

            
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          Offer),
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of any
such Holder.

          


          Section
6.08          Collection
Suit by Trustee.

          


          If an
Event of Default specified in Section 6.01(a)(i) or (ii) with respect to any
series of Notes hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Issuer for the whole amount of principal of, premium, if any, and interest
remaining unpaid on the Notes of such series and interest on overdue principal
and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          


          Section
6.09         Restoration
of Rights and Remedies.

          


          If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceedings, the Issuer, the Trustee and such Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and such Holders shall continue as though
no such proceeding has been instituted.

          


          Section
6.10          Rights and
Remedies Cumulative.

          


          Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

          


          Section
6.11          Delay or
Omission Not Waiver.

          


          No delay
or omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

          


          Section
6.12          Trustee May
File Proofs of Claim.

          


          Subject
to the Intercreditor Agreements, the Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and the Holders of the Notes allowed in any judicial proceedings
relative to the Issuer (or any other obligor upon the Notes including the
Guarantors), its creditors or its property and shall be entitled and empowered
to participate as a member in any official committee of creditors appointed in
such matter and to collect, receive and distribute any money or other property
payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to
it

           

          
            
              
              

            

            
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          for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Subject to the
Intercreditor Agreements, nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such
proceeding.

          


          Section
6.13          Priorities.

          


          Subject
to the Security Documents, if the Trustee collects any money pursuant to this
Article 6, it shall pay out the money in the following order:

          


          (i) to
the Trustee, Paying Agent, Registrar, Transfer Agent, their agents and attorneys
for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the
Trustee, Paying Agent, Registrar or Transfer Agent and the costs and expenses of
collection;

          


          (ii) to
Holders of Notes for amounts due and unpaid on the Notes (of the applicable
series, if only received with respect to one series) for principal, premium, if
any, and interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal, premium, if
any, and interest, respectively; and

          


          (iii) to
the Issuer or to such party as a court of competent jurisdiction shall direct
including a Guarantor, if applicable.

          


          The
Trustee may fix a record date and payment date for any payment to Holders of
Notes pursuant to this Section 6.13.

          


          Section
6.14           Undertaking
for Costs.

          


          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 a Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.14 does not
apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section
6.07 hereof, or a suit by Holders of more than 10% in principal amount of the
then outstanding Notes.

           

          ARTICLE
7

          


          TRUSTEE

          


          Section
7.01          Duties of
Trustee.

          


          (a) If
an Event of Default has occurred and is continuing, 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 its

          


          
            
              
              

            

            
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          exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.

          


          
            (b) Except
during the continuance of an Event of Default:

          

           

          (i)  the
duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are
specifically set forth in this Indenture and no others, and no implied covenants
or obligations shall be read into this Indenture against the Trustee;
and

          


          (ii) in
the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture. However, 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 examine the certificates and
opinions to determine whether or not they conform to the requirements of this
Indenture.

          


          
            (c) The
Trustee may not be relieved from liabilities for its own negligent action, its
own
negligent failure to act, or its own willful misconduct, except
that:

          

          


          
            (i)
this
paragraph does not limit the effect of paragraph (b) of this Section
7.01;

          

          


          (ii) the
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved in a court of competent jurisdiction
that the Trustee was negligent in ascertaining the pertinent facts;
and

          


          (iii) the
Trustee shall not be liable with respect to any action it takes or omits to take
in good faith in accordance with a direction received by it pursuant to Section
6.05 hereof.

          


          
            (d) Whether
or not therein expressly so provided, every provision of this Indenture
that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section 7.01.

          

          


          (e) The
Trustee shall be under no obligation to exercise any of its rights or powers
under this Indenture at the request or direction of any of the Holders of the
Notes unless the Holders have offered to the Trustee indemnity or security
satisfactory to it against any loss, liability or expense.

          


          (f) The
Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Issuer. Money held in trust by the
Trustee need not be segregated from other funds except to the extent required by
law.

          


          Section
7.02          Rights of
Trustee.

          


          (a)  The
Trustee may conclusively rely upon any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Issuer, personally or by agent or attorney at the
sole cost of the Issuer and shall incur no liability or additional liability of
any kind by reason of such inquiry or investigation.

          


          
            
              
              

            

            
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          (b) Before the Trustee acts or refrains from acting, it may
require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may
consult with counsel of its selection and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

          


          (c) The
Trustee may act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent or attorney appointed with due
care.

          


          (d)  The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within the rights or powers conferred
upon it by this Indenture.

          


          (e)  Unless
otherwise specifically provided in this Indenture, any demand, request,
direction or notice from the Issuer shall be sufficient if signed by an Officer
of the Issuer.

          


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

           

          (g)  The
Trustee shall not be deemed to have notice of or be charged with the knowledge
of any Default or Event of Default unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any event which is in
fact such a Default is received by the Trustee at the Corporate Trust Office of
the Trustee, and such notice references the Notes and this
Indenture.

          


          


          (h) In
no event shall the Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of
action.

          


          (i)  The
Trustee may from time to time request that the Issuer deliver an Officers’
Certificate setting forth the names and/or titles of officers authorized at such
time to take specified actions under this Indenture.

          


          (j)  The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder.

          


          Section
7.03          Individual
Rights of Trustee.

          


          The
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer
with the same rights it would have if it were not Trustee. However, in the event
that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

          


          
            
              
              

            

            
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          Section
7.04         Trustee’s
Disclaimer.

          


          The
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable
for the Issuer’s use of the proceeds from the Notes or any money paid to the
Issuer or upon the Issuer’s direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other
than its certificate of authentication.

          


          Section
7.05          Notice of
Defaults.

          


          If a
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default within 90 days after it
occurs. Except in the case of a Default relating to the payment of principal,
premium, if any, or interest on any Note, the Trustee may withhold from the
Holders notice of any continuing Default if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes. The Trustee shall not be deemed to
know of any Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is such a Default
is received by the Trustee at the Corporate Trust Office of the
Trustee.

          


          Section
7.06          Reports by
Trustee to Holders of the Notes.

          


          Within 60
days after each May 15, beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with Trust Indenture Act Section 313(a) (but if no event described in
Trust Indenture Act Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also
transmit by mail all reports as required by Trust Indenture Act Section
313(c).

          


          A copy of
each report at the time of its mailing to the Holders of Notes shall be mailed
to the Issuer and filed with the Commission and each stock exchange on which the
Notes are listed in accordance with Trust Indenture Act Section 313(d). The
Issuer shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

          


          Section
7.07          Compensation
and Indemnity.

          


          The
Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from
time to time such compensation for its acceptance of this Indenture and services
hereunder as the parties shall agree in writing from time to time. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer and the Guarantors, jointly and severally, shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee’s agents and counsel.

          


          The
Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee
for, and hold the Trustee harmless against, any and all loss, damage, claims,
liability or expense (including reasonable attorneys’ fees) incurred by it in
connection with the acceptance or administration of this trust and the
performance of its duties hereunder (including the costs and expenses of
enforcing this Indenture against the Issuer or any of the Guarantors (including
this Section 7.07) or defending itself against any claim whether asserted by any
Holder, the Issuer or any Guarantor, or liability in connective with
the

          


          
            
              
              

            

            
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          acceptance, exercise or performance of any of its powers or duties
hereunder). The Trustee shall notify the Issuer promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not
relieve the Issuer of its obligations hereunder. The Issuer shall defend the
claim and the Trustee may have separate counsel and the Issuer shall pay the
fees and expenses of such counsel if (i) the Issuer shall have failed to assume
the defense thereof or employed counsel reasonably satisfactory to the Trustee
or (ii) the Trustee shall have been advised by such counsel that there may be
one or more defenses available to it which are different from or additional to
those available to the Issuer (in which case the Issuer shall not have the right
to assume the defense on behalf of the Trustee). The Issuer need not reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee’s own willful misconduct, gross negligence or bad
faith.

          


          The
obligations of the Issuer under this Section 7.07 shall survive the satisfaction
and discharge of this Indenture or the earlier resignation or removal of the
Trustee.

          


          Notwithstanding
anything contrary in Section 4.12 hereto, to secure the payment obligations of
the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a
claim prior to the Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

          


          When the
Trustee incurs expenses or renders services after an Event of Default specified
in Section 6.01(a)(ix) or (x) hereof occurs, the expenses and the compensation
for the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy
Law.

          


          The
Trustee shall comply with the provisions of Trust Indenture Act Section
313(b)(2) to the extent applicable. As used in this Section 7.07, the term
“Trustee” shall also include each of the Paying Agent, Registrar, and Transfer
Agent, as applicable.

          


          Section
7.08          Replacement
of Trustee.

          


          A
resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee’s acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing
at any time and the Registrar, Paying Agent and Transfer Agent may resign with
90 days prior written notice and be discharged from the trust hereby created by
so notifying the Issuer. The Holders of a majority in principal amount of the
then outstanding Notes may remove the Trustee by so notifying the Trustee and
the Issuer in writing and may remove the Registrar, Paying Agent or Transfer
Agent by so notifying such Registrar, Paying Agent or Transfer Agent, as
applicable, with 90 days prior written notice. The Issuer may remove the Trustee
if:

          


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

          

          


          (b) the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered
with respect to the Trustee under any Bankruptcy Law;

          


          
            (c)
a
custodian or public officer takes charge of the Trustee or its property;
or

          

          


          
            (d)
the
Trustee becomes incapable of acting.

          

          


          If the
Trustee resigns or is removed or if a vacancy exists in the office of Trustee
for any reason, the Issuer shall promptly appoint a successor Trustee. Within
one year after the successor Trustee

           

          
            
              
              

            

            
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          takes office, the Holders of a majority in principal amount of the
then outstanding Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Issuer.

          


          If a
successor Trustee does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee (at the Issuer’s expense), the
Issuer or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          


          If the
Trustee, after written request by any Holder who has been a Holder for at least
six months, fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

          


          A
successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Issuer. 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. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee; provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

          


          As used
in this Section 7.08, the term “Trustee” shall also include each of the Paying
Agent, Registrar and Transfer Agent, as applicable.

          


          Section
7.09          Successor
Trustee by Merger, etc.

          


          If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.

          


          Section
7.10          Eligibility;
Disqualification.

          


          There
shall at all times be a Trustee hereunder that is a corporation or national
banking association organized and doing business under the laws of the United
States of America or of any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report of
condition.

          


          This
Indenture shall always have a Trustee who satisfies the requirements of Trust
Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust
Indenture Act Section 310(b).

          


          Section
7.11          Preferential
Collection of Claims Against Issuer.

          


          The
Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act Section 311(a)
to the extent indicated therein.

          


          
            
              
              

            

            
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          ARTICLE 8

          


          LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

          


          Section
8.01         Option to
Effect Legal Defeasance or Covenant Defeasance.

          


          The
Issuer may, at its option and at any time, elect to have either Section 8.02 or
8.03 hereof applied to all outstanding Notes of either Series upon compliance
with the conditions set forth below in this Article 8.

          


          Section
8.02         Legal
Defeasance and Discharge.

          


          Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from their obligations with respect to all outstanding Notes of any
series and Note Guarantees of such series on the date the conditions set forth
below are satisfied (“Legal Defeasance”).
For this purpose, Legal Defeasance means that the Issuer shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding Notes
of such series, which shall thereafter be deemed to be “outstanding” only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
obligations under the Notes of such series and this Indenture including that of
the Guarantors (and the Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:

          


          


          (i)  the
rights of Holders of outstanding Notes of such series to receive payments in
respect of the principal of, or interest or premium, if any, on such Notes when
such payments are due from the trust created pursuant to this Indenture referred
to in Section 8.04;

          


          (ii) the
Issuer’s obligations with respect to the Notes of such series concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust;

          


          (iii) the
rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s
and the Guarantors’ obligations in connection therewith;

          


          
            (iv) this
Section 8.02; and

          

          


          
            (v)  the Legal
Defeasance provisions of this Indenture.

          

          


          Subject
to compliance with this Article 8, the Issuer may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

          


          Section
8.03          Covenant
Defeasance.

          


          Upon the
Issuer’s exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from their
obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21,
4.22 and clauses (iii) and (iv) of Section 5.01(a) with respect to the
outstanding Notes of any series on and after the date the conditions set forth
in Section 8.04 hereof are satisfied (“Covenant
Defeasance”), and the Notes of such series shall thereafter be deemed not
“outstanding” for the purposes of any direction, waiver,

          


          
            
              
              

            

            
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          consent or declaration or act of Holders (and the consequences of
any thereof) in connection with such covenants, but shall continue to be deemed
“outstanding” for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes
of such series, the Issuer may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and the Notes of
such series shall be unaffected thereby. In addition, upon the Issuer’s exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(iii), 6.01(iv), 6.01(v), 6.01(vi), 6.01(vii) and 6.01(viii) hereof
shall not constitute Events of Default.

          


          


          Section
8.04          Conditions
to Legal or Covenant Defeasance.

          


          The
following shall be the conditions to the application of either Section 8.02 or
8.03 hereof to the outstanding Notes of any series:

          


          In order
to exercise either Legal Defeasance or Covenant Defeasance:

          


          (1) the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes of such series, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, or interest and premium, if any, and
interest due on the outstanding Notes of such series on the Stated Maturity or
on the applicable redemption date, as the case may be, and the Issuer must
specify whether the Notes of such series are being defeased to maturity or to a
particular redemption date;

          


          (2) in
the case of Legal Defeasance, the Issuer will have delivered to the Trustee an
Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the
Issuer has received from, or there has been published by, the Internal Revenue
Service a ruling or (b) since the Issue Date, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel will confirm that, the Holders of the
outstanding Notes of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal 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 Legal Defeasance had not
occurred;

          


          (3) in
the case of Covenant Defeasance, the Issuer will have delivered to the Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes 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;

          


          (4) no
Default or Event of Default will have occurred and be continuing on the date of
such deposit;

          


          (5) such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation
of, or constitute a default under any material agreement or instrument to
which

           

          
            
              
              

            

            
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          the Issuer or any of its Subsidiaries is a party or by which the
Issuer or any of its Subsidiaries is bound;

          


          (6) the
Issuer must deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuer with the intent of preferring the Holders
over the other creditors of the Issuer with the intent of defeating, hindering,
delaying or defrauding creditors of the Issuer or others;

          


          (7) if
the Notes of such series are to be redeemed prior to their Stated Maturity, the
Issuer must deliver to the Trustee irrevocable instructions to redeem all of the
Notes of such series on the specified redemption date; and

          


          (8) the
Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

          


          Section
8.05         Deposited
Money and Government Securities to Be Held in Trust; Other Miscellaneous
Provisions.

          


          Subject
to Section 8.06 hereof, all money and Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in trust
and applied by the Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, and interest, but such money need not
be segregated from other funds except to the extent required by
law.

          


          The
Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or Government Securities deposited
pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

          


          Anything
in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuer from time to time upon the written request of the Issuer any
money or Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

          


          Section
8.06          Repayment
to Issuer.

          


          Any money
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in
trust for the payment of the principal of, premium, if any, or interest on any
Note and remaining unclaimed for two years after such principal, and premium or
interest has become due and payable shall be paid to the Issuer on its request
or (if then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof, shall
thereupon cease.

          


          
            
              
              

            

            
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          Section
8.07          Reinstatement.

          


          If the
Trustee or Paying Agent is unable to apply any United States dollars or
Government Securities in accordance with Section 8.04 or 8.05 hereof, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Issuer’s obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.04 or 8.05
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.04 or 8.05 hereof, as the case may be;
provided that,
if the Issuer makes any payment of principal of, premium or interest on any Note
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.

           

          ARTICLE
9

          


          AMENDMENT,
SUPPLEMENT AND WAIVER

          


          Section
9.01          Without
Consent of Holders of Notes.

          


          (a)  Notwithstanding
Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or
supplement this Indenture, the Security Documents or the Notes without the
consent of any Holder:

           

          
            (i) 
to
cure any ambiguity, defect or inconsistency;

          

          


          
            (ii) to
provide for uncertificated Notes in addition to or in place of certificated
Notes;

          

          


          (iii) to
provide for the assumption of the Issuer’s or any Guarantor’s obligations to
Holders of Notes in the case of a merger or consolidation or sale of all or
substantially all of the Issuer’s or such Guarantor’s assets;

          


          (iv) to
make any change that would provide any additional rights or benefits to the
Holders of Notes or that does not adversely affect the legal rights under this
Indenture of any such Holder;

          


          (v)  to
comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act;

          


          
            (vi) to comply
with the provisions under Section 4.15, 12.03 and 12.06;

          

          


          
            (vii) to
evidence and provide for the acceptance of appointment by a successor
Trustee;

          

          


          
            (viii) to
provide for the issuance of Additional Notes in accordance with this
Indenture;

          

          


          (ix) to
conform the text of this Indenture, Note Guarantees or the Notes to any
provision of the “Description of Notes” in the Offering Memorandum;
or

          


          (x) provide
for the accession or succession of any parties to the Security Documents (and
other amendments that are administrative or ministerial in nature) in connection
with an amendment, renewal, extension, substitution, refinancing, restructuring,
replacement, supplementing or other modification from time to time of any
agreement or action that is not

           

          
            
              
              

            

            
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          prohibited by this Indenture, including to add any additional
secured parties to the extent not prohibited by this Indenture.

          


          Section
9.02          With
Consent of Holders of Notes.

          


          (a)
Except as provided below in this Section 9.02, the Issuer, the Guarantors and
the Trustee may amend or supplement this Indenture, the Notes, the Note
Guarantees and any Security Document with the consent of the Holders of at least
a majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default (other than a Default or Event of Default
in the payment of the principal of, premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees, the
Security Documents or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes (including
Additional Notes, if any) voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes
are considered to be “outstanding” for the purposes of this Section
9.02.

          


          Upon the
request of the Issuer accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee shall join with the
Issuer in the execution of such amended or supplemental indenture unless such
amended or supplemental indenture directly 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
amended or supplemental indenture.

          


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

          


          After an
amendment, supplement or waiver under this Section 9.02 becomes effective, the
Issuer shall mail to the Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver. Any failure of the Issuer to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amended or supplemental indenture or
waiver.

          


          


          (b) Without
the consent of each Holder of Notes of a series affected, an amendment or waiver
may not (with respect to any Notes held by a non-consenting
Holder):

          


          (i)  reduce
the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;

          


          (ii) reduce
the principal of or change the fixed maturity of any Note of such series or
alter the provisions, or waive any payment, with respect to the redemption of
the Notes;

          


          
            (iii) reduce
the rate of or change the time for payment of interest on any Note of such
series;

          

          


          (iv) waive
a Default or Event of Default in the payment of principal of, or interest, or
premium, if any, on, the Notes (except a rescission of acceleration of the Notes
by the Holders of

          


          
            
              
              

            

            
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          at least a majority in aggregate principal amount of the Notes and a
waiver of the payment default that resulted from such
acceleration);

          


          
            (v) make any
Note of such series payable in money other than U.S. dollars;

          

          


          (vi) make
any change in the provisions of this Indenture relating to waivers of past
Defaults or the rights of Holders of Notes to receive payments of principal of,
or interest or premium, if any, on, the Notes;

          


          (vii) release
any Guarantor that is a Significant Subsidiary from any of its obligations under
its Note Guarantee with respect to such series or this Indenture, except in
accordance with the terms of this Indenture;

          


          (viii)  release
all or substantially all of the Collateral from the Liens created by the
Security Documents except as specifically provided for in this Indenture and the
Security Documents;

          


          (ix) impair
the right to institute suit for the enforcement of any payment on or with
respect to the Notes or the Note Guarantees;

          


          (x) amend,
change or modify the obligation of the Issuer to make and consummate an Asset
Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after
the obligation to make such Asset Sale Offer has arisen, or the obligation of
the Issuer to make and consummate a Change of Control Offer in the event of a
Change of Control in accordance with Section 4.14 after such Change of Control
has occurred, including, in each case, amending, changing or modifying any
definition relating thereto;

          


          (xi)  amend
or modify any of the provisions of this Indenture or the related definitions
affecting the ranking of the Notes or any Note Guarantee in any manner adverse
to the Holders of any Notes or any Note Guarantee; or

          


          
            (xii) make any
change in the preceding amendment and waiver provisions.

             

          

          
            Section
9.03          [Reserved].

            


            Section
9.04          Revocation
and Effect of Consents.

          

           

          Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by the Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any
Note. An amendment, supplement or waiver becomes effective in accordance with
its terms and thereafter binds every Holder; provided that any amendment or
waiver that requires the consent of each affected Holder shall not become
effective with respect to any non-consenting Holder although it will bind a
Holder of Notes transferred from any consenting Holder.

          


          The
Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment, supplement, or
waiver. If a record date is fixed, then, notwithstanding the preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only such Persons, shall be entitled to consent to such
amendment, supplement, or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders 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 requisite number of Holders has been
obtained.

           

          
            
              
              

            

            
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          Section
9.05          Notation on
or Exchange of Notes.

          


          The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Issuer in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or
waiver.

          


          Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment, supplement or waiver.

          


          Section
9.06          Trustee to
Sign Amendments, etc.

          


          The
Trustee shall sign any amendment, supplement or waiver authorized pursuant to
this Article 9 if the amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. In executing any
amendment, supplement or waiver, the Trustee shall be entitled to receive and
(subject to Section 7.01 hereof) shall be fully protected in relying upon, in
addition to the documents required by Section 14.03 hereof, an Officers’
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture and that
such amendment, supplement or waiver is the legal, valid and binding obligation
of the Issuer and any Guarantors party thereto, enforceable against them in
accordance with its terms, subject to customary exceptions. Notwithstanding the
foregoing, no Opinion of Counsel will be required for the Trustee to execute any
amendment or supplement adding a new Guarantor under this
Indenture.

          


          ARTICLE
10

          


          RANKING
OF NOTE LIENS

          


          Section
10.01       Relative
Rights.

          


          The
Security Documents define the relative rights, as lienholders, of holders of
Term and Notes Secured Parties. Nothing in this Indenture or the Security
Documents will:

          


          (a) impair,
as between the Issuer and Holders of Notes, the obligation of the Issuer, which
is absolute and unconditional, to pay principal of, premium and interest on any
Note in accordance with their terms or to perform any other obligation of the
Issuer or any Guarantor under this Indenture, the Notes, the Note Guarantees and
the Security Documents;

          


          (b) restrict
the right of any Holder to sue for payments that are then due and owing, in a
manner not inconsistent with the provisions of the Security Documents;
or

          


          (c) prevent
the Trustee or any Holder from exercising against the Issuer or any Guarantor
any of its other available remedies upon a Default or Event of Default (other
than its rights as a secured party, which are subject to the Security
Documents).

          


          ARTICLE
11

          


          COLLATERAL

          


          Section
11.01       Security
Documents.

          


          The
payment of the principal of and interest and premium, if any, on the Notes when
due, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise

           

          
            
              
              

            

            
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          and whether by the Issuer pursuant to the Notes or by any Guarantor
pursuant to its Note Guarantee, the payment of all other Obligations and the
performance of all other obligations of the Issuer and the Guarantors under this
Indenture, the Notes, the Note Guarantees and the Security Documents are secured
as provided in the Security Documents and will be secured by Security Documents
hereafter delivered as required or permitted by this Indenture.

          


          Section
11.02       Collateral
Trustee.

          


          (a) The Collateral Trustee shall have all
the rights and protections provided in the Security
Documents.

          


          (b) Subject
to Section 7.01 hereof, none of the Trustee, Paying Agent, Registrar and
Transfer Agent nor any of their respective officers, directors, employees,
attorneys or agents will be responsible or liable for the existence,
genuineness, value or protection of any Collateral, for the legality,
enforceability, effectiveness or sufficiency of the Security Documents, for the
creation, perfection, priority, sufficiency or protection of any Lien, or any
defect or deficiency as to any such matters.

          


          (c) Subject
to the Security Documents, the Trustee shall direct the Collateral Trustee from
time to time. Subject to the Security Documents, except as directed by the
Trustee as required or permitted by this Indenture and any other
representatives, the Holders acknowledge that the Collateral Trustee will not be
obligated:

          


          
            (i)  to act
upon directions purported to be delivered to it by any other
Person;

          

          


          
            (ii) to
foreclose upon or otherwise enforce any Lien; or

          

          


          (iii)  to
take any other action whatsoever with regard to any or all of the Liens,
Security Documents or Collateral.

          


          Section
11.03       Authorization of Actions to
Be Taken.

          


          (a) Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
each Security Document, as originally in effect and as amended, restated,
supplemented, modified or replaced from time to time in accordance with its
terms or the terms of this Indenture, authorizes and directs the Trustee and the
Collateral Trustee to enter into the Security Documents to which it is a party,
authorizes and empowers the Trustee and the Collateral Trustee to execute and
deliver the Collateral Trust and Intercreditor Agreement and authorizes and
empowers the Trustee and the Collateral Trustee to bind the Holders of Notes and
other holders of Term and Notes Obligations as set forth in the Security
Documents to which they are a party and the Intercreditor Agreements and to
perform their obligations and exercise its rights and powers
thereunder.

          


          


          (b) Each
Holder of Notes, by its acceptance thereof, authorizes and directs the Trustee
and the Collateral Trustee to enter into one or more amendments to the
Intercreditor Agreements or enter into any additional intercreditor agreement or
any amendments or supplements to the Security Documents in accordance with the
provisions of this Indenture, the Intercreditor Agreements and the Security
Documents.

           

          (c) At
the direction of the Issuer and without the consent of the holders of the Notes,
the Trustee and the Collateral Trustee shall upon direction of the Issuer (so
long as not prohibited by the this Indenture) from time to time enter into one
or more amendments to the Intercreditor Agreements or any additional
intercreditor agreement or deed to: (i) cure any ambiguity, omission, defect or
inconsistency therein, (ii) increase the amount of Indebtedness or the types
covered thereby that may be

           

          
            
              
              

            

            
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          incurred
by the Issuer or a Restricted Subsidiary that is subject thereto and to provide
for Permitted Liens, (iii)
add
Guarantors or other parties (such as representatives of new issuances of
Indebtedness) thereto, (iv)
permit
payments to be made to the Issuer that would not otherwise have been permitted
pursuant to the terms of the Intercreditor Agreements, (v) further secure the
Notes (including Additional Notes), (vi) make provision for equal and ratable
pledges of the Collateral to secure Additional Notes or Other Pari Passu Secured
Obligations, or (vii) make any other such change thereto that does not adversely
affect the rights of the holders of the Notes in any material respect. The
Issuer shall not otherwise direct the Trustee or the Collateral Trustee to enter
into any amendment to the Intercreditor Agreements or, if applicable, any
additional intercreditor agreement or deed, without the consent of the holders
of a majority in principal amount of the outstanding Notes.

          


          (d) Each
Holder of a Note, by accepting such Note, shall be deemed to have (i) appointed
and authorized the Trustee and the Collateral Trustee to give effect to such
provisions in Section 11.03(c); (ii) authorized each of the Trustee and the
Collateral Trustee to become a party to any future intercreditor arrangements
described in this Section 11.03(c); (iii) agreed to be bound by such provisions
in Section 11.03(c) and the provisions of any future intercreditor arrangements
described in this Section 11.03(c); and (iv) irrevocably appointed the Trustee
and the Collateral Trustee to act on its behalf to enter into and comply with
such provisions in Section 11.03(c) and the provisions of any future
intercreditor arrangements in this Section 11.03(c).

          


          (e) Each
of the Collateral Trustee and the Trustee is authorized and empowered to receive
for the benefit of the Holders of Notes any funds collected or distributed to
the Collateral Trustee or the Trustee under the Security Documents and, subject
to the terms of the Security Documents, the Trustee is authorized and empowered
to make further distributions of such funds to the Holders of Notes according to
the provisions of this Indenture.

          


          (f) Subject
to the provisions of Section 7.01, Section 7.02, and the Security Documents, the
Trustee may, in its sole discretion and without the consent of the Holders,
direct, on behalf of the Holders, the Collateral Trustee to take all actions it
deems necessary or appropriate in order to:

           

          
            (i)  foreclose
upon or otherwise enforce any or all of the Term and Notes
Collateral;

          

          


          (ii) enforce
any of the terms of the Security Documents to which the Collateral Trustee or
Trustee is a party; or

          


          
            (iii) collect
and receive payment of any and all Obligations.

          

          


          Subject
to the Security Documents and at the Issuer's sole cost and expense, the Trustee
is authorized and empowered to institute and maintain, or direct the Collateral
Trustee to institute and maintain, such suits and proceedings as it may deem
reasonably expedient to protect or enforce the Collateral or the Security
Documents to which the Collateral Trustee or Trustee is a party or to prevent
any impairment of Collateral by any acts that may be unlawful or in violation of
the Security Documents or this Indenture, and such suits and proceedings as the
Trustee may deem reasonably expedient, at the Issuer's sole cost and expense, to
preserve or protect its interests and the interests of the Holders of Notes in
the Collateral, including power to institute and maintain suits or proceedings
to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of Holders or the Trustee.

          


          


          
            
              
              

            

            
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          Section 11.04       Release of
Collateral.

          


          (a)  Collateral
may be released from the Lien and security interest created by the Security
Documents at any time or from time to time in accordance with the provisions of
the Security Documents and this Indenture. In addition, the assets included in
the Collateral will be automatically released from the Liens securing the Notes
(and, upon the request of the Issuer pursuant to an Officers’ Certificate and
Opinion of Counsel certifying that all conditions precedent hereunder have been
met, the Collateral Trustee and the Trustee shall execute any documents
indicating such release at the Issuer’s sole cost and expense) under any one or
more of the following circumstances:

          


          (1)  to
enable the disposition or other use of such property or assets to the extent
permitted under the Indenture;

          


          (2)  the
release of Excess Proceeds or Collateral Excess Proceeds that remain unexpended
after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer
conducted in accordance with the Indenture;

          


          (3)  in
the case of a Guarantor that is released from its Note Guarantee, the release of
the property and assets of such Guarantor; or

          


          
            (4)  as
described in Article 9 hereof.

          

          


          
            (b)  The Liens
on the Collateral securing the Notes and the Note Guarantees of a series
also will be released automatically upon (i) payment in full of the principal
of, together with accrued and unpaid interest on, and premium, if any, on, the
Notes and all other Obligations under this Indenture, the Note Guarantees and
the Security Documents with respect to such series that are due and payable at
or prior to the time such principal, together with accrued and unpaid interest
are paid or (ii) a legal defeasance or covenant defeasance under Article 8
hereof with respect to such series or a discharge under Article 13
hereof.

          

          


          For the
avoidance of doubt, Sections 314(b) and 314(d) of the Trust Indenture Act
Section shall not apply to this Indenture.

          


          Section
11.05       Powers Exercisable by
Receiver or Trustee.

          


          In case
the Collateral shall be in the possession of a receiver or trustee, lawfully
appointed, the powers conferred in this Article 11 upon the Issuer or a
Guarantor with respect to the release, sale or other disposition of such
property may be exercised by such receiver or trustee, and an instrument signed
by such receiver or trustee shall be deemed the equivalent of any similar
instrument of the Issuer or a Guarantor or of any officer or officers thereof
required by the provisions of this Article 11; and if the Trustee or the
Collateral Trustee shall be in the possession of the Collateral under any
provision of this Indenture, then such powers may be exercised by the Trustee or
the Collateral Trustee, as the case may be.

           

          Section
11.06       Release upon Termination of
the Issuer’s Obligations.

          


          In the
event (i) that the Issuer delivers to the Trustee, in form and substance
acceptable to it, an Officers’ Certificate and Opinion of Counsel certifying
that all the Obligations under this Indenture, the Notes, the Note Guarantees
and the Security Documents have been satisfied and discharged by the payment in
full of the Issuer’s obligations under the Notes, the Note Guarantees, this
Indenture and the Security Documents, and all such Obligations have been so
satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this
Indenture occurs under Article 8 or 13, the Trustee shall deliver to
the

          


          
            
              
              

            

            
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          Issuer and the Collateral Trustee a notice stating that the
Trustee, on behalf of the Holders, disclaims and gives up any and all rights it
has in or to the Collateral, and any rights it has under the Security Documents,
and upon receipt by the Collateral Trustee of such notice, the Collateral
Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the
Trustee, and the Trustee shall do or cause to be done, at the Issuer's sole cost
and expense, all acts reasonably necessary to release such Lien in favor of the
Trustee as soon as is reasonably practicable.

          


          ARTICLE
12

          


          NOTE
GUARANTEES

          


          Section
12.01       Note
Guarantee.

          


          Subject
to this Article 12, each of the Guarantors hereby, jointly and severally, fully
and unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Issuer hereunder or thereunder, that: (a) the principal
of, interest, premium, if any, on the Notes shall be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise, and interest
on the overdue principal of and interest on the Notes, if any, if lawful, and
all other obligations of the Issuer to the Holders or the Trustee hereunder or
thereunder shall be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration
or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

           

          The
Guarantors hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuer, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuer, any right to require a proceeding first
against the Issuer, protest, notice and all demands whatsoever and covenants
that this Note Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture.

           

          Each
Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section 12.01.

          


          If any
Holder or the Trustee is required by any court or otherwise to return to the
Issuer, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Issuer or the Guarantors, any amount
paid either to the Trustee or such Holder, this Note Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and
effect.

          


          Each
Guarantor agrees that it shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby. Each Guarantor further
agrees that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of
this Note Guarantee, notwithstanding

          


          
            
              
              

            

            
              - 98
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          any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantees.

          


          Each Note
Guarantee shall remain in full force and effect and continue to be effective
should any petition be filed by or against the Issuer for liquidation,
reorganization, should the Issuer become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes or Note Guarantees, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Notes shall, to the
fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

          


          In case
any provision of any Note Guarantee 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.

          


          Each
payment to be made by a Guarantor in respect of its Note Guarantee shall be made
without set-off, counterclaim, reduction or diminution of any kind or
nature.

          


          As used
in this Section 12.01, the term “Trustee” shall also include each of the Paying
Agent, Registrar and Transfer Agent, as applicable.

          


          Section
12.02       Limitation on Guarantor
Liability.

          


          Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Note Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any Note
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of each Guarantor
shall be limited to the maximum amount as will, after giving effect to such
maximum amount and all other contingent and fixed liabilities of such Guarantor
that are relevant under such laws and after giving effect to any collections
from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under
this Article 12, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent conveyance or fraudulent transfer under
applicable law. Each Guarantor that makes a payment under its Note Guarantee
shall be entitled upon payment in full of all guaranteed obligations under this
Indenture to a contribution from each other Guarantor in an amount equal to such
other Guarantor’s pro
rata portion of such payment based on the respective net assets of all
the Guarantors at the time of such payment determined in accordance with
GAAP.

          


          Section
12.03       Execution and
Delivery.

          


          To
evidence its Note Guarantee set forth in Section 12.01 hereof, each Guarantor
hereby agrees that this Indenture shall be executed on behalf of such Guarantor
by its President, its Chief

           

          
            
              
              

            

            
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          Financial Officer, one of its Senior Vice Presidents, one of its
Vice Presidents or one of its Assistant Vice Presidents.

          


          Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 12.01
hereof shall remain in full force and effect notwithstanding the absence of the
endorsement of any notation of such Note Guarantee on the Notes.

          


          If an
Officer whose signature is on this Indenture no longer holds that office at the
time the Trustee authenticates the Note, the Note Guarantee shall be valid
nevertheless.

          


          The
delivery of any Note by the Trustee, after the authentication thereof hereunder,
shall constitute due delivery of the Note Guarantee set forth in this Indenture
on behalf of the Guarantors.

          


          If
required by Section 4.15 hereof, the Issuer shall cause any newly created or
acquired Restricted Subsidiary to comply with the provisions of Section 4.16
hereof and this Article 12, to the extent applicable.

          


          Section
12.04       Subrogation and
Subordination.

          


          Each
Guarantor will agree that until the indefeasible payment and satisfaction in
full in cash of all applicable obligations under the Notes, the Note Guarantees,
this Indenture and the Security Documents it shall waive any claim and shall not
exercise any right or remedy, direct or indirect, arising by reason of any
performance by it of its Note Guarantee, whether by subrogation or otherwise,
against either the Issuer or any other Guarantor. The Issuer and each Guarantor
will agree that all Indebtedness and other monetary obligations owed by it to
the Issuer or any Restricted Subsidiary of the Issuer shall be fully
subordinated to the indefeasible payment in full in cash of the obligations with
respect to the Notes, the Note Guarantees, this Indenture and the Security
Documents.

          


          Section
12.05       Benefits
Acknowledged

          


          Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the guarantee
and waivers made by it pursuant to its Note Guarantee are knowingly made in
contemplation of such benefits.

          


          Section
12.06       Release of Note
Guarantees.

          


          The Note
Guarantee of a Guarantor will be released:

          


          
            	
                     
      

                  	
                    (1)

                  	
                    if
      the Guarantor ceases to be a Restricted Subsidiary in a transaction
      permitted under this Indenture, including through the disposition of
      Capital Stock of such Guarantor;

                  


          

          


          
            	
                     
      

                  	
                    (2)

                  	
                    if
      the Issuer properly designates any Restricted Subsidiary that is a
      Guarantor as an Unrestricted Subsidiary under this Indenture;
      or

                  


          

          


          
            	
                     
      

                  	
                    (3)

                  	
                    solely
      in the case of a Note Guarantee created pursuant to Section 4.15(b), upon
      the release or discharge of the Guarantee which resulted in the creation
      of such Note Guarantee pursuant to Section 4.15(b), except a discharge or
      release by or as a result of payment under such
  Guarantee.

                  


          

          


          


          
            
              
              

            

            
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            ARTICLE
13

             

            SATISFACTION
AND DISCHARGE

             

            
              Section 13.01   
    Satisfaction and
Discharge.

               

                
(a) This Indenture and the Security Documents will be discharged and will
cease to be of further effect as to all Notes of a series issued thereunder,
when:

            

             

              
(i)  either:

             

            (A)  all
Notes of a series that have been authenticated (except lost, stolen or destroyed
Notes that have been replaced or paid and Notes for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Issuer) have
been delivered to the Trustee for cancellation; or

             

            (B)  all
Notes of a series that have not been delivered to the Trustee for cancellation
have become due and payable by reason of the mailing of a notice of redemption
or otherwise or will become due and payable within one year and the Issuer or
any Guarantor has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust solely for the benefit of the Holders, cash in
U.S. dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire Indebtedness on the Notes not
delivered to the Trustee for cancellation for principal, premium, if any, and
accrued interest to the date of maturity or redemption;

             

            (ii)  no
Default or Event of Default will have occurred and be continuing on the date of
such deposit or will occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Issuer or any Guarantor is a party or by which the
Issuer or any Guarantor is bound;

             

            (iii) the
Issuer or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture; and

             

            (iv) the
Issuer has delivered irrevocable instructions to the Trustee under this
Indenture to apply the deposited money toward the payment of the Notes at
maturity or the redemption date, as the case may be.

             

              
(b)  In addition, the Issuer must deliver an Officers’ Certificate and
an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

             

            
              Section 13.02  
    Application of Trust
Money.

            

             

            Subject
to the provisions of Section 8.06 hereof, all money deposited with the
Trustee pursuant to Section 13.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

             

            
              
                
                

              

              
                - 101
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            If the
Trustee or Paying Agent is unable to apply any money or Government Securities in
accordance with Section 13.01 hereof by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Issuer’s
and any Guarantor’s obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to
Section 13.01 hereof; provided that if the
Issuer has made any payment of principal of, premium or interest on any Notes
because of the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

             

            ARTICLE
14


             

            MISCELLANEOUS

             

            
              Section 14.01   
   Notices.

            

             

            Any
notice or communication by the Issuer, any Guarantor or the Trustee to the
others is duly given if in writing and delivered in person or mailed by
first-class mail (registered or certified, return receipt requested), fax or
overnight air courier guaranteeing next day delivery, to the others’
address:

             

            If to the
Issuer and/or any Guarantor:

             

            c/o
Western Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

            


             

            If to the
Trustee, Registrar, Paying Agent and/or Transfer Agent:

            The Bank of New York Mellon Trust
Company, N.A.

            601
Travis Street, 16th Floor

            Houston,
Texas 77002

            Fax No.:
713-483-6954

            Attention:
Corporate Trust Services (re: Western Refining, Inc. – Senior Secured
Notes)

             

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

             

            All
notices and communications (other than those sent to Holders) shall be deemed to
have been duly given:  at the time delivered by hand, if personally
delivered; five calendar days after being deposited in the mail, postage
prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery; provided that any
notice or communication delivered to the Trustee shall be deemed effective upon
actual receipt thereof.

             

            
              
                
                

              

              
                - 102
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            Any
notice or communication to a Holder shall be mailed by first-class mail,
certified or registered, return receipt requested, or by overnight air courier
guaranteeing next day delivery to its address shown on the register kept by the
Registrar.  Any notice or communication shall also be so mailed to any
Person described in Trust Indenture Act Section 313(c), to the extent
required by the Trust Indenture Act.  Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

             

            If a
notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives
it.

             

            If the
Issuer mails a notice or communication to Holders, it shall mail a copy to the
Trustee and each Agent at the same time.

             

            
              Section 14.02       
 Communication by Holders of
Notes with Other Holders of Notes.

            

             

            Holders
may communicate pursuant to Trust Indenture Act Section 312(b) with other
Holders with respect to their rights under this Indenture or the
Notes.  The Issuer, the Trustee, the Registrar and anyone else shall
have the protection of Trust Indenture Act Section 312(c).

             

            
              Section 14.03      
  Certificate and Opinion as
to Conditions Precedent.

            

             

            (a) Upon
any request or application by the Issuer or any of the Guarantors to the Trustee
to take any action under this Indenture, the Issuer or such Guarantor, as the
case may be, shall furnish to the Trustee:

             

            (b) An
Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 14.04
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

             

            (c) An
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 14.04 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

             

            
              Section 14.04       
Statements Required in
Certificate or Opinion . 

            

             

            Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall
comply with the provisions of Trust Indenture Act Section 314(e) and 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 or she 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, in the case of an Opinion of Counsel, may be limited to
reliance on an Officers’ Certificate as to matters of fact); and

             

            
              
                
                

              

              
                - 103
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            (d) a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.

             

            
              Section 14.05       
Rules by Trustee and
Agents.

            

             

            The
Trustee may make reasonable rules for action by or at a meeting of
Holders.  The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

             

            
              Section 14.06       
No Personal Liability of
Directors, Officers, Employees and Stockholders.

               

            

            No
director, officer, employee, incorporator, stockholder, member, manager or
partner of the Issuer or any Guarantor, as such, will have any liability for any
obligations of the Issuer or the Guarantors under the Notes, this Indenture, the
Note Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation.  Each Holder of Notes by accepting a
Note waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes.  The waiver
may not be effective to waive liabilities under the federal securities
laws.

             

            
              Section 14.08       
Governing
Law.

            

            
            

             

            THIS
INDENTURE, THE NOTES, NOTE GUARANTEES, AND THE SECURITY DOCUMENTS (EXCEPT REAL
PROPERTY MORTGAGES) WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.

             

            
              Section 14.09       
Waiver of Jury
Trial.

            

             

            EACH OF
THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

             

            
              Section 14.10       
Force
Majeure.

            

             

            In no
event shall the Trustee, Paying Agent, Registrar or Transfer Agent be
responsible or liable for any failure or delay in the performance of its
obligations under this Indenture arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software or
hardware) services.

             

            
              Section 14.11       
No Adverse Interpretation of
Other Agreements.

            

            
            

             

            This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Issuer or its Restricted Subsidiaries or of any other
Person.  Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

             

            
              Section 14.12       
Successors.

            

             

            All
agreements of the Issuer in this Indenture and the Notes shall bind its
successors.  All agreements of the Trustee and the Paying Agent,
Registrar and Transfer Agent in this Indenture shall bind their respective
successors.  All agreements of each Guarantor in this Indenture shall
bind its successors, 

             

            
              
                
                

              

              
                - 104
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            except as
otherwise provided in Section 12.06 hereof.  The provisions of
this Indenture hereof referring to the Collateral Trustee shall inure to the
benefit of the Collateral Trustee.

             

            
              Section 14.13       
Severability.

            

             

            In case
any provision in this Indenture or in the Notes 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 14.14       
Counterpart
Originals.

            

             

            The
parties may sign any number of copies of this Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.

             

            
              Section 14.15       
Table of Contents, Headings,
etc.

            

             

            The Table
of Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

             

            
              Section 14.16       
USA Patriot
Act

              .

            

            The parties hereto acknowledge that in
accordance with Section 326 of the USA Patriot Act the Trustee and Agents,
like all financial institutions and in order to help fight the funding of
terrorism and money laundering, are required to obtain, verify, and
record information that identifies each person or legal entity that establishes a
relationship or opens an account.  The parties to this agreement agree
that they will provide the Trustee and the Agents with such information as they
may request in order to satisfy the requirements of the USA Patriot
Act.

             

            


             

             

            [Signatures
on following pages]

             

            
              
                
                

              

              
                - 105
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                          	 	WESTERN
      REFINING, INC.	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	/s/ Jeff A.
      Stevens	 
	 	 	Name: 	Jeff
      A. Stevens	 
	 	 	Title: 
      	
                                  President
      and Chief

                                  Operating
      Officer

                                	 
	 	 	 	 


                        

                      

                    

                  

                

              



            


            


            
              
                Signature Page
to Indenture

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      WESTERN
      REFINING COMPANY, L.P. 

                                        as
      Guarantor

                                      

                                    	 
	 	 	 
	 	By: 	Western
      Refining GP, LLC 	 
	 	
                                      Its
      General Partner

                                    	 
	 	 	 	 
	
                                       

                                    	
                                       

                                    	By: 	
                                      
                                        
                                          /s/
      Lowry Barfield

                                        

                                      

                                    	 
	 	 	Name: 	Lowry
      Barfield	 
	 	 	Title:  	
                                      Senior
      Vice President – Legal,  General 

                                      Counsel,
      and Secretary 

                                    	 
	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

               

              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	 	
                                                
                                                  ASCARATE
      GROUP, LLC

                                                  as
      Guarantor

                                                

                                              	 
	 	 	 
	 	By: 	Western
      Refining Company, L.P. 	 
	 	Its
      sole member	 
	 	 	 	 
	 	 	By:   	
                                                Western
      Refining GP, LLC

                                              	 
	 	 	
                                                Its
      General Partner

                                              	 
	 	
                                                 

                                              	 
	 	 	 	 
	 	 	 	 
	
                                                 

                                              	
                                                 

                                              	By:	
                                                
                                                  
                                                    
                                                      /s/
      Lowry Barfield

                                                    

                                                  

                                                

                                              	 
	 	 	Name:	
                                                Lowry
      Barfield

                                              	 
	 	 	Title:	
                                                Senior
      Vice President – Legal,

                                                General
      Counsel,
      and Secretary 

                                              	 
	 	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        	 	
                                WESTERN
      REFINING LP, LLC

                              	 
	 	
                                as
      Guarantor

                              	 
	 	 	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	
                                /s/
      Joan L. Yori 

                              	 
	 	Name: 
      	
                                Joan
      L. Yori

                              	 
	 	Title: 	
                                President,
      Treasurer and Secretary

                              	 
	 	 	 	 


                      

                    

                  

                

              

               

            

             

             

             

            
              
                Signature Page
to the Indenture

              

              
                
                

                
                  

                

              

              
                
                

              

              
                 

                
                  
                    
                      
                        	 	
                                
                                  CINIZA
      PRODUCTION COMPANY

                                  DIAL
      OIL CO.

                                  EMPIRE
      OIL CO.

                                  GIANT
      FOUR CORNERS, INC.

                                  GIANT
      INDUSTRIES, INC.

                                  GIANT
      STOP-N-GO OF NEW MEXICO, INC.

                                  SAN
      JUAN REFINING COMPANY

                                  WESTERN
      REFINING PIPELINE COMPANY

                                  WESTERN
      REFINING GP, LLC

                                  WESTERN
      REFINING SOUTHWEST, INC.

                                  WESTERN
      REFINING TERMINALS, INC.

                                  WESTERN
      REFINING WHOLESALE, INC.

                                  WESTERN
      REFINING YORKTOWN HOLDING COMPANY

                                  WESTERN
      REFINING YORKTOWN, INC.,

                                

                              	 
	 	
                                as
      Guarantors

                              	 
	 	 	 
	 	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 /s/ Lowry
      Barfield	 
	 	 	Name:  
      	Lowry
      Barfield	 
	 	 	Title:   	
                                Senior
      Vice President – Legal, 

                                General
      Counsel, and Secretary 

                              	 
	 	 	 	 
      	 


                      

                    

                  

                   

                  
                    
                      Signature Page
to Indenture

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

            
              
                 

                
                  
                    
                      
                        
                          
                            	 	
                                    
                                      
                                        THE
      BANK OF NEW YORK MELLON

                                        TRUST
      COMPANY, N.A., as Trustee

                                      

                                    

                                  	 
	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ Rafael
      Martinez 	 
	 	 	Name: 	Rafael
      Martinez	 
	 	 	Title: 	
                                    Assistant
      Treasurer

                                  	 
	 	 	 
      	 


                          

                        

                      

                    

                  

                

              

               

               

               

               

               

              
              

               

              
                	Signature
      Page to Indenture	
                        Senior Secured
      Notes

                      


              

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

            
              
                
                   

                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        
                                          
                                            THE
      BANK OF NEW YORK MELLON

                                            TRUST
      COMPANY, N.A., as Paying

                                            Agent,
      Registrar and Transfer Agent

                                          

                                        

                                      	 
	 	 	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	/s/ Rafael
      Martinez 	 
	 	 	Name: 	Rafael
      Martinez	 
	 	 	Title: 	
                                        Assistant
      Treasurer

                                      	 
	 	 	 
      	 


                              

                               

                              
                                	Signature
      Page to Indenture	
                                        Senior Secured
      Notes

                                      


                              

                            

                          

                        

                      

                    

                    
                      
                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                       

                    

                  

                

              

            

            
            

            SCHEDULE I

            
              	 
	 
	 Guarantors


            

             

            
              	
                      Ascarate
      Group, LLC

                    
	
                      Ciniza
      Production Company

                    
	
                      Western
      Refining LP, LLC

                    
	
                      Western
      Refining Wholesale, Inc.

                    
	
                      Dial
      Oil Co.

                    
	
                      Empire
      Oil Co.

                    
	
                      Giant
      Four Corners, Inc.

                    
	
                      Giant
      Industries, Inc.

                    
	
                      Giant
      Stop-N-Go of New Mexico, Inc.

                    
	
                      San
      Juan Refining Company

                    
	
                      Western
      Refining GP, LLC

                    
	
                      Western
      Refining Company, L.P.

                    
	
                      Western
      Refining Pipeline Company

                    
	
                      Western
      Refining Southwest, Inc.

                    
	
                      Western
      Refining Yorktown Holding Company

                    
	
                      Western
      Refining Yorktown, Inc.

                    
	
                      Western
      Refining Terminals, Inc.

                    


            

            


            
              
                A-2-1

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

            EXHIBIT A-1

             

            FORM OF
FIXED RATE NOTE

             

            [Face of
Fixed Rate Note]

             

            [Insert
the Global Note Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            [Insert
the Private Placement Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            [Insert
the OID Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            
              
                
                

              

              
                A-2-2

                
                  

                

              

              
                
                

              

            

            


             

            CUSIP  [                      ] 

             

                ISIN  [                                 ]1

             

            [RULE 144A][REGULATION
S] GLOBAL NOTE

            11.250%
Senior Secured Notes due 2017

            
            

             

            
              	No.
    ___ 	
                       [$______________]

                    


            

             

            WESTERN
REFINING, INC.

             

            promises
to pay to CEDE & CO. or registered assigns, the principal sum [set forth on
the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
________________________ United States Dollars] on June 15, 2017.

             

            Interest
Payment Dates:  June 15 and December 15

             

            Record
Dates:  June 1 and December 1

             

            

              


            
              
                
                  	
                          1

                        	
                          Rule
      144A Note CUSIP:  959319
AA2

                        


                

              

              
                	
                         
      

                      	
                        Rule
      144A Note
ISIN:  US959319AA27

                      


              

              
                	
                         
      

                      	
                        Regulation
      S Note CUSIP:  U95562 AA9

                      


              

              
                	
                         
      

                      	
                        Regulation
      S Note
ISIN:  USU95562AA92

                      


              

               

              
                
                  
                  

                

                
                  A-2-3

                  
                    

                  

                

                
                  
                  

                

                 

              

            

            IN
WITNESS HEREOF, the Issuer has caused this instrument to be duly
executed.

             

            Dated:  [•]

            
               

              
                	 	WESTERN REFINING,
      INC.	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


              

            

             

            
              	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

             

             

            Attest:

             

            
              	By:	 	 
	Name:
	Title:	 
	 	 	 
	 	 	 


            

             

            
 

            
              
                
                

              

              
                A-2-4

                
                  

                

              

               

              
                
                

              

            

             

            CERTIFICATE
OF AUTHENTICATION

             

            This is
one of the Notes referred to in the within-mentioned Indenture.

             

            Dated:  June
12, 2009

            
              
                 

                
                  	 	
                          THE BANK OF NEW YORK MELLON
      

                          TRUST COMPANY, N.A., as
      Trustee

                        	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                

              

            

             

            
              
                
                

              

              
                A-2-5

                
                  

                

              

              
                
                

              

            

            


            


            [Back of
Fixed Rate Note]

             

            


             

            11.250%
Senior Secured Notes due 2017

             

            Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

             

            1.           INTEREST.  Western
Refining Inc., a Delaware corporation, promises to pay interest on the principal
amount of this Note at 11.250% per annum from June 12, 2009 until
maturity.  The Issuer will pay interest semi-annually in arrears on
June 15 and December 15 of each year, or if any such day is not a Business Day,
on the next succeeding Business Day (each, an “Interest Payment
Date”).  Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that the
first Interest Payment Date shall be December 15, 2009.  The Issuer
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the interest rate on the Notes.  Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months.

             

            2.           METHOD
OF PAYMENT.  The Issuer will pay interest on the Notes to the Persons
who are registered Holders of Notes at the close of business on June 1 or
December 1 (whether or not a Business Day), as the case may be, next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted
interest.  Payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium, if any, on all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuer or the Paying Agent.  Holders must surrender the Notes to the
Paying Agent to collect the principal.  All payments with respect to
the Notes shall be in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts.

             

            3.           PAYING
AGENT AND REGISTRAR.  Initially, The Bank of New York Mellon Trust
Company, N.A. will act as Paying Agent and Registrar.  The Issuer may
change any Paying Agent or Registrar without notice to the Holders.

             

            4.           INDENTURE.  The
Issuer issued the Notes under an Indenture, dated as of June 12, 2009 (the
“Indenture”),
among Western Refining, Inc., the Guarantors named therein, the Trustee and the
Paying Agent, Registrar and Transfer Agent.  This Note is one of a
duly authorized issue of notes of the Issuer designated as its 11.250% Senior
Secured Notes due 2017.  The Issuer shall be entitled to issue
Additional Fixed Rate Notes pursuant to Sections 2.01 and 4.09 of the
Indenture.  The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the “Trust Indenture
Act”).  The Notes are subject to all such terms, and Holders
are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.

             

            
              
                
                

              

              
                A-2-6

                
                  

                

              

              
                
                

              

               

            

            5.           OPTIONAL
REDEMPTION.

             

            (a)           Except
as set forth below, the Issuer will not be entitled to redeem Notes at its
option prior to June 15, 2013.

             

            (b)           At
any time prior to June 15, 2013, the Issuer may redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to the registered address of each Holder or otherwise in
accordance with the procedures of DTC, at a redemption price equal to 100% of
the principal amount of the Notes redeemed plus the Fixed Rate Notes Applicable
Premium (as defined in the Indenture) as of the date of redemption, plus accrued
and unpaid interest, if any, to the date of redemption (the “Redemption Date”),
subject to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant Interest Payment Date.

             

            (c)           On
and after June 15, 2013, the Issuer may redeem the Notes, in whole or in part,
upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to the registered address of each Holder or otherwise in
accordance with the procedures of DTC, at the redemption prices (expressed as
percentages of principal amount of the Notes to be redeemed) set forth below,
plus accrued and unpaid interest thereon, if any, to the applicable Redemption
Date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date, if redeemed during
the twelve-month period beginning on June 15 of each of the years indicated
below:

             

            
              	
                      
                        Year

                      

                    	 	
                      
                        Percentage

                      

                    
	
                      2013                                                                              

                    	 	
                      105.625%

                    
	
                      2014                                                                              

                    	 	
                      102.813%

                    
	
                      2015
      and
      thereafter                                                                              

                    	 	
                      100.000%

                    


            

            


            (d)           In
addition, at any time prior to June 15, 2012, the Issuer may redeem up to
35% of the aggregate principal amount of the Fixed Rate Notes (including any
Additional Fixed Rate Notes) at a redemption price equal to 111.250% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the applicable Redemption Date, subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date, with the net cash proceeds of one or more Equity
Offerings; provided that at
least 65% of the aggregate principal amount of the Fixed Rate Notes issued under
the Indenture (including any Additional Fixed Rate Notes) remains outstanding
immediately after the occurrence of each such redemption (excluding any Fixed
Rate Notes held by the Issuer or its Affiliates); provided further that each
such redemption occurs within 90 days of the date of closing of each such
Equity Offering.

             

            (e)           Any
notice of any redemption may be given prior to the redemption thereof, and any
such redemption or notice may, at the Issuer’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of an
Equity Offering or other corporate transaction.

             

            (f)           If
the Issuer redeems less than all of the outstanding Notes, the Registrar and
Paying Agent shall select the Notes to be redeemed in the manner described under
Section 3.02 of the Indenture.

             

            (g)           Any
redemption pursuant to this paragraph 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

             

            6.           MANDATORY
REDEMPTION.  The Issuer shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

             

            
              
                
                

              

              
                A-2-7

                
                  

                

              

              
                
                

              

               

            

            7.           NOTICE
OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date (except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with Article 8 or Article 11 of the
Indenture) to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger than $2,000 may be redeemed in
part but only in whole multiples of $1,000 in excess thereof, unless all of the
Notes held by a Holder are to be redeemed.  On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

             

            8.           OFFERS
TO REPURCHASE.

             

            (a)           If
a Change of Control occurs, each Holder of the Notes shall have the right to
require the Issuer to repurchase all or any part (equal to $2,000 or in integral
multiples of $1,000 in excess thereof) of that Holder’s Notes (the “Change of Control
Offer”) at a price in cash (the “Change of Control
Payment”) equal to not less than 101.000% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase, subject to the right of Holders of the Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date (the “Change of
Control Payment Date,” which date will be no earlier than the date of
such Change of Control).  The Change of Control Offer shall be made in
accordance with Section 4.14 of the Indenture.

             

            (b)           In
accordance with Section 4.10 of the Indenture, the Issuer will be required to
offer to purchase the Notes upon certain asset sales.

             

            9.           SECURITY
FOR THE NOTES.  The Notes and the Note Guarantees will be secured on a
first-priority basis by the Term and Notes Collateral and on a second-priority
basis by the Revolver Collateral as provided in the Indenture and the Security
Documents.

             

            10.           DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Issuer may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture.  The Issuer need
not exchange or register the transfer of any Notes or portion of Notes selected
for redemption, except for the unredeemed portion of any Notes being redeemed in
part.  Also, the Issuer need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be
redeemed.

             

            11.           PERSONS
DEEMED OWNERS.  The registered Holder of a Note may be treated as its
owner for all purposes.

             

            12.           AMENDMENT,
SUPPLEMENT AND WAIVER.  The Indenture, the Note Guarantees or the
Notes may be amended or supplemented as provided in the Indenture.

             

            13.           DEFAULTS
AND REMEDIES.  The Events of Default relating to the Notes are defined
in Section 6.01 of the Indenture.  If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare the principal, premium, if any,
interest and any other monetary obligations on all the then outstanding Notes to
be due and payable immediately.  Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable immediately
without further action or notice.  Holders may not enforce the
Indenture, the Notes or the Note Guarantees except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority


             

            
              
                
                

              

              
                A-2-8

                
                  

                

              

              
                
                

              

            

             

            in
aggregate principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default (except a Default relating
to the payment of principal, premium, if any, or interest) if it determines that
withholding notice is in their interest.  As set forth in the
Indenture, the Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in payment of the principal of, premium, if any, or
interest on, any of the Notes held by a non-consenting Holder.  The
Issuer is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuer is required within five (5)
Business Days after becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default and what action the Issuer proposes to take
with respect thereto.

             

            14.           AUTHENTICATION.  This
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose until authenticated by the manual signature of the
Trustee.

             

            15.           GOVERNING
LAW.  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

             

            16.           CUSIP/ISIN
NUMBERS.  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN
numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in
notices of redemption as a convenience to Holders.  No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

             

            The
Issuer will furnish to any Holder upon written request and without charge a copy
of the Indenture.  Requests may be made to the Issuer at the following
address:

             

            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

             

            
              
                
                

              

              
                A-2-9

                
                  

                

              

              
                
                

              

               

            

            ASSIGNMENT
FORM

             

            To assign
this Note, fill in the form below:___                                                                                                                                        

            
               

              
                	 (I) or (we)
      assign and transfer this Note to:	 
	 	 (Insert
      assignee’s legal name)

 

              
                
                  
                    	 
	
                             (Insert
      assignee’s soc. sec. or tax I.D. no.)

                          
	 
	 
	 
	 


                  

                

              

            

            (Print or
type assignee’s name, address and zip code)

                                                                                                                                                   


              
                 

                
                  	and irrevocably
      appoint  	 
	to transfer this
      Note on the books of the Issuer.  The agent may substitute
      another to act for him.


                

                 

              

            

                                                                                                                                                    

             

             

            Date:  _____________________

             

            
              
                	 	 	 
	 	 	 	 
	
                         

                      	
                        
                          Your
      Signature:

                        

                      	 	 
	 	 	
                        (Sign
      exactly as your name appears on the face of this Note)

                      	 


              

            

            
            

             

             

            
               

              
                	
                        Signature
      Guarantee*: 

                      	 	 
	 	 	 
	 	 	 


              

            

            *
Participant in a recognized Signature Guarantee Medallion Program (or
other

            signature
guarantor acceptable to the Trustee).

             

            
              
                
                

              

              
                A-2-10

                
                  

                

              

              
                
                

              

               

            

            OPTION OF
HOLDER TO ELECT PURCHASE

             

            If you
want to elect to have this Note purchased by the Issuer pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

             

            [   ]
Section 4.10                                [   ]
Section 4.14

             

            If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

             

            $_______________

             

            Date:  _____________________

            
              
                
                   

                  
                  

                

              

              
                	
                         Your
      Signature:   

                      	 	 
	 	
                        (Sign
      exactly as your name appears on the face of this Note)

                      	 
	
                        Tax
      Identification No.:  

                      	 	 
	 	 	 


              

            

            Signature
Guarantee*:  __________________________________

             

            *
Participant in a recognized Signature Guarantee Medallion Program (or
other

            signature
guarantor acceptable to the Trustee).

             

            
              
                
                

              

              
                A-2-11

                
                  

                

              

              
                
                

              

               

            

            SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

             

            The
initial outstanding principal amount of this Global Note is
$__________.  The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges of
a part of another Global or Definitive Note for an interest in this Global Note,
have been made:

             

            
              	
                      
                        Date
      of Exchange

                      

                    	 	
                      
                        Amount
      of decrease

                        in
      Principal Amount of this Global Note

                      

                    	 	
                      
                        Amount
      of increase

                        in
      Principal

                        Amount
      of this

                        Global
      Note

                      

                    	 	
                      
                        Principal
      Amount of

                        this
      Global Note

                        following
      such

                        decrease
      or increase

                      

                    	 	
                      
                        Signature
      of

                        authorized
      officer

                        of
      Trustee or

                        Notes
      Registrar

                      

                    
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      


            

            


            


            __________________

            *This
schedule should be included only if the Note is issued in global
form.

            


            
              
                
                

              

              
                A-2-12

                
                  

                

              

              
                
                

              

               

            

            EXHIBIT A-2

            FORM OF
FLOATING RATE NOTE

             

            [Face of
Floating Rate Note]

             

            [Insert
the Global Note Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            [Insert
the Private Placement Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            [Insert
the OID Legend, if applicable, pursuant to the provisions of the
Indenture]

             

            


            
              
                
                

              

              
                A-2-1

                
                  

                

              

              
                
                

              

            

             

            CUSIP  [                      ] 

             

                ISIN  [                                 ]2

             

            [RULE 144A][REGULATION
S] GLOBAL NOTE

            Senior
Secured Floating Rate Notes due 2014

            No.
___ [$______________]

             

            WESTERN
REFINING, INC.

             

            promises
to pay to CEDE & CO. or registered assigns, the principal sum [set forth on
the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
________________________ United States Dollars] on June 15, 2014.

             

            Interest
Payment Dates:  March 15, June 15, September 15 and December
15

             

            Record
Dates:  March 1, June 1, September 1 and December 1

            
 

            
              
                

              

              
                
                  	
                          2

                        	
                          Rule
      144A Note CUSIP:  959319
AD6

                        


                

              

              
                	
                         
      

                      	
                        Rule
      144A Note
ISIN:  US959319AD65

                      


              

              
                	
                         
      

                      	
                        Regulation
      S Note CUSIP:  U95562 AB7

                      


              

              
                	
                         
      

                      	
                        Regulation
      S Note
ISIN:  USU95562AB75

                      


              

               

              
                
                  
                  

                

                
                  A-2-2

                  
                    

                  

                

                
                  
                  

                

                 

              

            

            IN
WITNESS HEREOF, the Issuer has caused this instrument to be duly
executed.

             

            Dated:  [•]

            
              	 	 	 	WESTERN
      REFINING, INC.	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


            

             

             

            
              	 	 	 	  	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


            

             

            


             

            
              	Attest:	 
	 	 	 	 
	By:	 	 
	 	Name:
      	 	 
	 	Title:
      	 	 




             

             

            
              
                
                

              

              
                A-2-3

                
                  

                

              

              
                
                

              

            

            
 

            CERTIFICATE
OF AUTHENTICATION

             

            This is
one of the Notes referred to in the within-mentioned Indenture.

             

            Dated:  June
12, 2009

             

            
               

              
                	 	 	 	
                        THE BANK OF NEW YORK MELLON
      TRUST COMPANY, N.A., as Trustee

                      	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


              

               

            

             

             

            
              
                
                

              

              
                A-2-4

                
                  

                

              

              
                
                

              

            

            
 

            [Back of
Floating Rate Note]

             

            


             

            Senior
Secured Floating Rate Notes due 2014

             

            Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.

             

            1.           INTEREST.  Western
Refining Inc., a Delaware corporation, promises to pay interest on the principal
amount of this Note quarterly, in arrears, at the rate per annum, reset
quarterly, equal to the three month LIBOR (as defined below) plus 7.50% (the
“Calculated Interest
Rate”), which Calculated Interest Rate shall be subject to the adjustment
set below.  The Issuer shall pay interest quarterly on March 15, June
15, September 15 and December 15 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”).  Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that the
first Interest Payment Date shall be September 15, 2009.  The Issuer
will pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the interest rate on the Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the interest rate on the Notes.  Interest
will be computed on the basis of a 360-day year based on the actual number of
days elapsed.

             

            “LIBOR” means, with
respect to an Interest Period, the greater of (a) 3.25% or (b) the interest rate
determined by the Calculation Agent as follows:

             

            (1) the
arithmetic mean of the offered rates for deposits in U.S. dollars for the
three-month period that appear on “Reuters Page LIBOR 01” (or if such page by
its terms provides for a single rate, such single rate) at approximately 11:00
a.m., London time, on the date that is two (2) Business Days before the interest
determination date. “Reuters Page LIBOR 01” means the display page designated as
“LIBOR 01” on the Reuters service for the purpose of displaying London interbank
offered rates of major banks, or any successor page on the Reuters service
selected by the Issuer with the consent of the Calculation Agent, or if the
Issuer determines that no such successor service exists on Reuters, an
equivalent page on any successor service selected by the Issuer with the consent
of the Calculation Agent; or

             

            (2) If a
rate cannot be determined under clause (1) above, the Calculation Agent shall
determine LIBOR on the basis of the rates at which deposits in U.S. dollars are
offered by four major banks in the London interbank market (selected by the
Calculation Agent after consulting with the Issuer) at approximately 11:00 a.m.,
London time, on the date that is two (2) Business Days before the interest
determination date to prime banks in the London interbank market for a period of
three months in principal amounts of at least $1,000,000, which rates are
representative for single transactions in such market at such time. In such
case, the Calculation Agent shall request the principal London office of each
such major bank to provide a quotation of that rate. If at least two such
quotations are provided, LIBOR for the applicable interest reset date will be
the arithmetic mean of the quotations. If fewer than two such quotations are
provided as requested, LIBOR for the applicable interest reset date shall be the
arithmetic mean of the rates quoted by three major banks in New York City, New
York (selected by the Calculation Agent after consulting with the Issuer) at
approximately 11:00 a.m. New York time, on the date that is two (2) Business
Days before the interest determination date for the applicable interest reset
date for loans in U.S. dollars to leading banks for a period of three months
commencing on such interest reset date and in a principal amount equal to an
amount not less than $1,000,000, which rates are representative for


             

            
              
                
                

              

              
                A-2-5

                
                  

                

              

              
                
                

              

            

             

            single
transactions in such market at such time. If fewer than three quotations are
provided as requested, LIBOR for the following Interest Period shall be the same
as the rate determined for the then-current Interest Period.

             

            As used
herein, “Interest Period” means the period commencing on and including the
Interest Payment Date and ending on and including the day immediately preceding
the next succeeding Interest Payment Date, with the exception that the first
Interest Period shall commence on and include the Issue Date and end on and
include September 15, 2009.

             

            All
percentages resulting from the calculation of the interest rate with respect to
the Notes shall be rounded, if necessary, to the nearest one-hundred thousandth
of a percentage point, with five one-millionth of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655) and 9.876544% (or 0.9876544) would be rounded to 9.87654% (or
0.987654), and all dollar amounts in or resulting from any such calculation
shall be rounded to the nearest cent (with one-half cent being rounded
upward)).

             

            Promptly
upon determination, the Calculation Agent shall inform the Trustee and the
Issuer of the interest rate for the next Interest Period.  The
Calculation Agent shall also, upon the request of the Holder of any Notes,
provide the interest rate in effect for the then-current Interest Period and, if
it has been determined, the interest rate to be in effect for the next Interest
Period.  All calculations made by the Calculation Agent in the absence
of willful misconduct, bad faith or manifest error will be conclusive for all
purpose and binding on the Issuer and the Holders of the Notes.

             

            All
interest rate on the Floating Rate Note will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.

             

            2.           METHOD
OF PAYMENT.  The Issuer will pay interest on the Notes to the Persons
who are registered Holders of Notes at the close of business on March 1,
June 1, September 1 or December 1 (whether or not a Business Day), as
the case may be, next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to
defaulted interest.  Payment of interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders, provided that payment
by wire transfer of immediately available funds will be required with respect to
principal of and interest and premium, if any, on all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuer or the Paying Agent.  Holders must surrender the Notes to the
Paying Agent to collect the principal.  All payments with respect to
the Notes shall be in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private
debts.

             

            3.           PAYING
AGENT AND REGISTRAR.  Initially, The Bank of New York Mellon Trust
Company, N.A. will act as Paying Agent and Registrar.  The Issuer may
change any Paying Agent or Registrar without notice to the Holders.

             

            4.           INDENTURE.  The
Issuer issued the Notes under an Indenture, dated as of June 12, 2009 (the
“Indenture”),
among Western Refining, Inc., the Guarantors named therein, the Trustee and the
Paying Agent, Registrar and Transfer Agent.  This Note is one of a
duly authorized issue of notes of the Issuer designated as its Senior Secured
Floating Rate Notes due 2014.  The Issuer shall be entitled to issue
Additional Floating Rate Notes pursuant to Sections 2.01 and 4.09 of the
Indenture.  The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the “Trust Indenture
Act”).  The Notes are subject to all such 

             

            
              
                
                

              

              
                A-2-6

                
                  

                

              

              
                
                

              

            

             

            terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms.  To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.

             

            5.           OPTIONAL
REDEMPTION.

             

            (a)           Except
as set forth below, the Issuer will not be entitled to redeem Notes at its
option prior to December 15, 2011.

             

            (b)           At
any time prior to December 15, 2011, the Issuer may redeem all or a part of
the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed
by first-class mail to the registered address of each Holder or otherwise in
accordance with the procedures of DTC, at a redemption price equal to 100% of
the principal amount of the Notes redeemed plus the Floating Rate Notes
Applicable Premium (as defined in the Indenture) as of the date of Redemption,
plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”),
subject to the rights of Holders of Notes on the relevant record date to receive
interest due on the relevant Interest Payment Date.

             

            (c)           On
and after December 15, 2011, the Issuer may redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days’ prior notice mailed by
first-class mail to the registered address of each Holder or otherwise in
accordance with the procedures of DTC, at the redemption prices (expressed as
percentages of principal amount of the Notes to be redeemed) set forth below,
plus accrued and unpaid interest thereon, if any, to the applicable Redemption
Date, subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date, if redeemed during
the six-month and the twelve month periods indicated below:

             

            
              
                	
                        
                          Year

                        

                      	 	
                        
                          Percentage

                        

                      
	
                        December
      15, 2011 to June 14,
      2012                                                                              

                      	 	
                        105.000%

                      
	
                        June
      15, 2012 to June 14,
      2013                                                                              

                      	 	
                        103.000%

                      
	
                        June
      15, 2013 and
      thereafter                                                                              

                      	 	
                        101.000%

                      


              

            

            


            (d)           In
addition, at any time prior to December 15, 2011, the Issuer may redeem up
to 35% of the aggregate principal amount of the Floating Rate Notes (including
any Additional Floating Rate Notes) at a redemption price equal to the
percentage that is the sum of (i) 100.00%, (ii) the applicable LIBOR and (iii)
7.500% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the applicable Redemption Date, subject to the
right of Holders of record on the relevant Record Date to receive interest due
on the relevant Interest Payment Date, with the net cash proceeds of one or more
Equity Offerings; provided that at
least 65% of the aggregate principal amount of the Floating Rate Notes issued
under the Indenture (including any Additional Floating Rate Notes) remains
outstanding immediately after the occurrence of each such redemption (excluding
any Floating Rate Notes held by the Issuer or its Affiliates); provided further that each
such redemption occurs within 90 days of the date of closing of each such
Equity Offering.

             

            (e)           Any
notice of any redemption may be given prior to the redemption thereof, and any
such redemption or notice may, at the Issuer’s discretion, be subject to one or
more conditions precedent, including, but not limited to, completion of an
Equity Offering or other corporate transaction.

             

            (f)           If
the Issuer redeems less than all of the outstanding Notes, the Registrar and
Paying Agent shall select the Notes to be redeemed in the manner described under
Section 3.02 of the Indenture.

             

            
              
                
                

              

              
                A-2-7

                
                  

                

              

              
                
                

              

            

             

             

            (g)          Any
redemption pursuant to this paragraph 5 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.

             

            6.           MANDATORY
REDEMPTION.  The Issuer shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.

             

            7.           NOTICE
OF REDEMPTION.  Subject to Section 3.03 of the Indenture, notice
of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date (except that redemption
notices may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with Article 8 or Article 11 of the
Indenture) to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger than $2,000 may be redeemed in
part but only in whole multiples of $1,000 in excess thereof, unless all of the
Notes held by a Holder are to be redeemed.  On and after the
redemption date interest ceases to accrue on Notes or portions thereof called
for redemption.

             

            8.           OFFERS
TO REPURCHASE.

             

            (a)           If
a Change of Control occurs, each Holder of the Notes shall have the right to
require the Issuer to repurchase all or any part (equal to $2,000 or in integral
multiples of $1,000 in excess thereof) of that Holder’s Notes (the “Change of Control
Offer”) at a price in cash (the “Change of Control
Payment”) equal to not less than 101.000% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, to the date of
repurchase, subject to the right of Holders of the Notes of record on the
relevant Record Date to receive interest due on the relevant Interest Payment
Date (the “Change of
Control Payment Date,” which date will be no earlier than the date of
such Change of Control).  The Change of Control Offer shall be made in
accordance with Section 4.14 of the Indenture.

             

            (b)           In
accordance with Section 4.10 of the Indenture, the Issuer will be required to
offer to purchase the Notes upon certain asset sales.

             

            9.           SECURITY FOR THE
NOTES.  The Notes
and the Note Guarantees will be secured on a first-priority basis by the Term
and Notes Collateral and on a second-priority basis by the Revolver Collateral
as provided in the Indenture and the Security Documents.

             

            10.         DENOMINATIONS,
TRANSFER, EXCHANGE.  The Notes are in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and the Issuer may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture.  The Issuer need
not exchange or register the transfer of any Notes or portion of Notes selected
for redemption, except for the unredeemed portion of any Notes being redeemed in
part.  Also, the Issuer need not exchange or register the transfer of
any Notes for a period of 15 days before a selection of Notes to be
redeemed.

             

            11.         PERSONS
DEEMED OWNERS.  The registered Holder of a Note may be treated as its
owner for all purposes.

             

            12.         AMENDMENT,
SUPPLEMENT AND WAIVER.  The Indenture, the Note Guarantees or the
Notes may be amended or supplemented as provided in the Indenture.

             

            13.         DEFAULTS
AND REMEDIES.  The Events of Default relating to the Notes are defined
in Section 6.01 of the Indenture.  If any Event of Default occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare the principal, 

             

            
              
                
                

              

              
                A-2-8

                
                  

                

              

              
                
                

              

            

             

            premium,
if any, interest and any other monetary obligations on all the then outstanding
Notes to be due and payable immediately.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice.  Holders may not enforce
the Indenture, the Notes or the Note Guarantees except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power.  The Trustee may withhold from
Holders of the Notes notice of any continuing Default (except a Default relating
to the payment of principal, premium, if any, or interest) if it determines that
withholding notice is in their interest.  As set forth in the
Indenture, the Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default and its consequences under the Indenture
except a continuing Default in payment of the principal of, premium, if any, or
interest on, any of the Notes held by a non-consenting Holder.  The
Issuer is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Issuer is required within five (5)
Business Days after becoming aware of any Default, to deliver to the Trustee a
statement specifying such Default and what action the Issuer proposes to take
with respect thereto.

             

            14.         AUTHENTICATION.  This
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose until authenticated by the manual signature of the
Trustee.

             

            15.         GOVERNING
LAW.  THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

             

            16.         CUSIP/ISIN
NUMBERS.  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN
numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in
notices of redemption as a convenience to Holders.  No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

             

            The
Issuer will furnish to any Holder upon written request and without charge a copy
of the Indenture.  Requests may be made to the Issuer at the following
address:

             

            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

             

            
              
                
                

              

              
                A-2-9

                
                  

                

              

              
                
                

              

            

             

             

            ASSIGNMENT
FORM

            
              To assign
this Note, fill in the form below:

              
                 

                
                  	 (I) or (we)
      assign and transfer this Note to:	 
	 	 (Insert
      assignee’s legal name)

 

                
                  
                    
                      	 
	
                               (Insert
      assignee’s soc. sec. or tax I.D. no.)

                            
	 
	 
	 
	 


                    

                  

                

              

              (Print or
type assignee’s name, address and zip code)

                                                                                                                                                     


                
                   

                  
                    	and irrevocably
      appoint  	 
	to transfer this
      Note on the books of the Issuer.  The agent may substitute
      another to act for him.


                  

                   

                

              

                                                                                                                                                      

               

               

              Date:  _____________________

               

              
                
                  	 	 	 
	 	 	 	 
	
                           

                        	
                          
                            Your
      Signature:

                          

                        	 	 
	 	 	
                          (Sign
      exactly as your name appears on the face of this Note)

                        	 


                

              

              
              

               

               

              
                 

                
                  	
                          Signature
      Guarantee*: 

                        	 	 
	 	 	 
	 	 	 


                

              

              *
Participant in a recognized Signature Guarantee Medallion Program (or other
signature
guarantor acceptable to the Trustee).

               

              
                
                  
                  

                

                
                  A-2-10

                  
                    

                  

                

                
                  
                  

                

              

            

             

             

            OPTION OF
HOLDER TO ELECT PURCHASE

             

            If you
want to elect to have this Note purchased by the Issuer pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

             

            [   ]
Section 4.10                                [   ]
Section 4.14

             

            If you
want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

             

            $_______________

             

             

            
              Date:  _____________________

               

              
                
                  
                    
                      
                        
                          
                            	 	 	 
	 	 	 	 
	
                                     

                                  	
                                    
                                      Your
      Signature:

                                    

                                  	 	 
	 	 	
                                    (Sign
      exactly as your name appears on the face of this Note)

                                  	 
	 	 	 	 


                          

                        

                      

                    

                  

                

              

              
              

              
                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	 	 
	 	Tax
      Identification
      No.:              	     	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                
                

                 

              

               

              
                 

                
                  	
                          Signature
      Guarantee*: 

                        	 	 
	 	 	 
	 	 	 


                

              

              *
Participant in a recognized Signature Guarantee Medallion Program (or other
signature
guarantor acceptable to the Trustee).

               

            

                                                                       

             

            
              
                
                

              

              
                A-2-11

                
                  

                

              

              
                
                

              

            

             

             

            SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

             

            The
initial outstanding principal amount of this Global Note is
$__________.  The following exchanges of a part of this Global Note
for an interest in another Global Note or for a Definitive Note, or exchanges of
a part of another Global or Definitive Note for an interest in this Global Note,
have been made:

             

            
              
                	
                        
                          Date
      of Exchange

                        

                      	
                        
                          Amount
      of decrease

                          in
      Principal Amount of this Global Note

                        

                      	
                        
                          Amount
      of increase

                          in
      Principal

                          Amount
      of this

                          Global
      Note

                        

                      	
                        
                          Principal
      Amount of

                          this
      Global Note

                          following
      such

                          decrease
      or increase

                        

                      	
                        
                          Signature
      of

                          authorized
      officer

                          of
      Trustee or

                          Notes
      Registrar

                        

                      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


              

            

            


            


            __________________

            *This
schedule should be included only if the Note is issued in global
form.

            


            
              
                
                

              

              
                A-2-12

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
B-1

             

            FORM OF
CERTIFICATE OF TRANSFER FOR 11.250% SENIOR SECURED NOTES

             

            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

            


            The Bank of New York Mellon Trust
Company, N.A.

            601
Travis Street, 16th Floor

            Houston,
Texas 77002

            Fax No.:
713-483-6954

            Attention:
Corporate Trust Services (re: Western Refining, Inc. – Senior Secured
Notes)

            


            Re:  11.250%
Senior Secured Notes due 2017

             

            Reference
is hereby made to the Indenture, dated as of June 12, 2009 (the “Indenture”), among
Western Refining, Inc., the Guarantors named therein, the Trustee and the Paying
Agent, Registrar and Transfer Agent.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

             

            _______________
(the “Transferor”) owns and
proposes to transfer the Fixed Rate Note[s] or interest in such Fixed Rate
Note[s] specified in Annex A hereto, in the principal amount of $___________ in
such Fixed Rate Note[s] or interests (the “Transfer”), to
_______________ (the “Transferee”), as
further specified in Annex A hereto.  In connection with the Transfer,
the Transferor hereby certifies that:

             

            [CHECK
ALL THAT APPLY]

             

            1.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United
States.

             

            2.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION
S.  The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf 

             

            
              
                
                

              

              
                B-1

                
                  

                

              

              
                
                

              

            

             

            reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser).  Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Indenture and the Securities
Act.

             

            3.           [  ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES
ACT OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

             

            (a)           [  ]
such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;

             

            or

             

            (b)           [  ]
such Transfer is being effected to the Issuer or a subsidiary
thereof;

             

            or

             

            (c)           [  ]
such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.

             

            4.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

             

            (a)           [  ]
CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 to a Person who is not an affiliate
(as defined in Rule 144) of the Issuer under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

             

            (b)           [  ]
CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act to a Person who is not an affiliate (as defined in Rule 144) of
the Issuer and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of


             

            
              
                
                

              

              
                B-2

                
                  

                

              

              
                
                

              

            

             

            the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

             

            (c)           [  ]
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 to a Person who is not an affiliate (as defined in Rule 144) of
the Issuer and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

             

            5.           [  ]
CHECK IF TRANSFEROR IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION
2.06(k) OF THE INDENTURE.

             

            6.           [  ]
CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION
2.06(k) OF THE INDENTURE.

             

            


            
              
                
                

              

              
                B-3

                
                  

                

              

              
                
                

              

            

             

            This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer.

            
               

              
                	 	 	 	
                        [Insert
      Name of Transferor]

                         

                      	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


              

              
                 

                
                  	 	 	 	  	 
	 	 	 	 	 	 	 
	 Dated: 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                

                 

                
 

                
                  
                    
                    

                  

                  
                    B-4

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

             

            ANNEX A
TO CERTIFICATE OF TRANSFER

             

            1.           The
Transferor owns and proposes to transfer the following:

             

            [CHECK
ONE OF (a) OR (b)]

             

            (a)           [  ]
a beneficial interest in the:

             

            (i)           [  ]
144A Global Note (CUSIP 959319 AA2), or

             

            (ii)           [  ]
Regulation S Global Note (CUSIP U95562 AA9), or

             

            (b)           [  ]
a Restricted Definitive Note.

             

            2.           After
the Transfer the Transferee will hold:

             

            [CHECK
ONE]

             

            (a)           [  ]
a beneficial interest in the:

             

            (i)           [  ]
144A Global Note (CUSIP 959319 AA2), or

             

            (ii)          [  ]
Regulation S Global Note (CUSIP U95562 AA9), or

             

            (iii)         [  ]
Unrestricted Global Note (CUSIP
[            ]);
or

             

            (b)           [  ]
a Restricted Definitive Note; or

             

            
              	
                       
      

                    	
                      (c)

                    	
                      [  ]
      an Unrestricted Definitive Note,

                    


            

            
              	
                       
      

                    	
                      in
      accordance with the terms of the
Indenture.

                    


            

             

             

            
              
                
                

              

              
                B-5

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
B-2

             

            FORM OF
CERTIFICATE OF TRANSFER FOR SENIOR SECURED FLOATING RATE NOTE

             

            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

            


            The Bank of New York Mellon Trust
Company, N.A.

            601
Travis Street, 16th Floor

            Houston,
Texas 77002

            Fax No.:
713-483-6954

            Attention:
Corporate Trust Services (re: Western Refining, Inc. – Senior Secured
Notes)

            


            Re:  Senior
Secured Floating Rate Notes due 2014

             

            Reference
is hereby made to the Indenture, dated as of June 12, 2009 (the “Indenture”), among
Western Refining, Inc., the Guarantors named therein, the Trustee and the Paying
Agent, Registrar and Transfer Agent.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

             

            _______________
(the “Transferor”) owns and
proposes to transfer the Floating Rate Note[s] or interest in such Floating Rate
Note[s] specified in Annex A hereto, in the principal amount of $___________ in
such Floating Rate Note[s] or interests (the “Transfer”), to
_______________ (the “Transferee”), as
further specified in Annex A hereto.  In connection with the Transfer,
the Transferor hereby certifies that:

             

            [CHECK
ALL THAT APPLY]

             

            1.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A
GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A.  The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
“qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United
States.

             

            2.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION
S.  The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf 

             

            
              
                
                

              

              
                B-1

                
                  

                

              

              
                
                

              

            

             

            reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser).  Upon consummation of
the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the
restrictions on Transfer enumerated in the Indenture and the Securities
Act.

             

            3.           [  ]
CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES
ACT OTHER THAN RULE 144A OR REGULATION S.  The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

             

            (a)           [  ]
such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;

             

            or

             

            (b)           [  ]
such Transfer is being effected to the Issuer or a subsidiary
thereof;

             

            or

             

            (c)           [  ]
such Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.

             

            4.           [  ]
CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

             

            (a)           [  ]
CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 to a Person who is not an affiliate
(as defined in Rule 144) of the Issuer under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

             

            (b)           [  ]
CHECK IF TRANSFER IS PURSUANT TO REGULATION S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act to a Person who is not an affiliate (as defined in Rule 144) of
the Issuer and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of


             

            
              
                
                

              

              
                B-2

                
                  

                

              

              
                
                

              

            

             

            the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

             

            (c)           [  ]
CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 to a Person who is not an affiliate (as defined in Rule 144) of
the Issuer and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

             

            5.           [  ]
CHECK IF TRANSFEROR IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION
2.06(k) OF THE INDENTURE.

             

            6.           [  ]
CHECK IF TRANSFEREE IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION
2.06(k) OF THE INDENTURE.

             

            


            
              
                
                

              

              
                B-3

                
                  

                

              

              
                
                

              

            

             

            This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer.

            
               

              
                	 	 	 	
                        [Insert
      Name of Transferor]

                         

                      	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


              

              
                 

                
                  	 	 	 	  	 
	 	 	 	 	 	 	 
	 Dated: 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                

                 

              

            

             

            
              
                
                

              

              
                B-4

                
                  

                

              

              
                
                

              

            

             

             

            ANNEX A
TO CERTIFICATE OF TRANSFER

             

            1.           The
Transferor owns and proposes to transfer the following:

             

            [CHECK
ONE OF (a) OR (b)]

             

            (a)           [  ]
a beneficial interest in the:

             

            (i)           [  ]
144A Global Note (CUSIP 959319 AD6), or

             

            (ii)          [  ]
Regulation S Global Note (CUSIP U95562 AB7), or

             

            (b)           [  ]
a Restricted Definitive Note.

             

            2.           After
the Transfer the Transferee will hold:

             

            [CHECK
ONE]

             

            (a)           [  ]
a beneficial interest in the:

             

            (i)           [  ]
144A Global Note (CUSIP 959319 AD6), or

             

            (ii)          [  ]
Regulation S Global Note (CUSIP U95562 AB7), or

             

            (iii)         [  ]
Unrestricted Global Note (CUSIP
[            ]);
or

             

            (b)           [  ]
a Restricted Definitive Note; or

             

            
              	
                       
      

                    	
                      (c)

                    	
                      [  ]
      an Unrestricted Definitive Note,

                    


            

            
              	
                       
      

                    	
                      in
      accordance with the terms of the
Indenture.

                    


            

             

             

            
              
                
                

              

              
                B-5

                
                  

                

              

              
                
                

              

            

             

            EXHIBIT
C-1

             

            FORM OF
CERTIFICATE OF EXCHANGE FOR 11.250% SENIOR SECURED NOTE

             

            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

            


            The Bank of New York Mellon Trust
Company, N.A.

            601
Travis Street, 16th Floor

            Houston,
Texas 77002

            Fax No.:
713-483-6954

            Attention:
Corporate Trust Services (re: Western Refining, Inc. – Senior Secured
Notes)

            


            


            Re:  11.250%
Senior Secured Notes due 2017

             

            Reference
is hereby made to the Indenture, dated as of June 12, 2009 (the “Indenture”), among
Western Refining, Inc., the Guarantors named therein, the Trustee and the Paying
Agent, Registrar and Transfer Agent.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

             

            ___________
(the “Owner”)
owns and proposes to exchange the Fixed Rate Note[s] or interest in such Fixed
Rate Note[s] specified herein, in the principal amount of $__________ in such
Fixed Rate Note[s] or interests (the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:

             

            1)           EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE

             

            a)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act, (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States and (v) the Owner is not an affiliate (as defined in
Rule 144) of the Issuer.

             

            
              
                
                

              

              
                C-1

                
                  

                

              

              
                
                

              

            

             

             

            b)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act, (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States
and (v) the Owner is not an affiliate (as defined in Rule 144) of the
Issuer.

             

            c)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act, (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States and (v) the Owner is not an affiliate (as defined in Rule
144) of the Issuer.

             

            d)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
NOTE.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act, (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States and (v) the Owner is
not an affiliate (as defined in Rule 144) of the Issuer.

             

            2)           EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES

             

            a)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be 

             

            
              
                
                

              

              
                C-2

                
                  

                

              

              
                
                

              

            

             

            subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.

             

            b)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK
ONE]  [   ] 144A Global
Note  [   ] Regulation S Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States.  Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and
in the Indenture and the Securities Act.

             

            3)           [  ]
CHECK IF OWNER IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION 2.06(k)
OF THE INDENTURE.

             

            4)           [  ]
CHECK IF OWNER IS EXCHANGING THIS FIXED RATE NOTE IN CONNECTION WITH AN EXPECTED
TRANSFER TO AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION 2.06(k) OF THE
INDENTURE.

             

            This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and are dated ______________________.

            
              
                 

                
                  	 	 	 	
                          [Insert
      Name of Transferor]

                           

                        	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


                

                
                   

                  
                    	 	 	 	  	 
	 	 	 	 	 	 	 
	 Dated: 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                  

                   

                

              

            

             

            
              
                
                

              

              
                C-3

                
                  

                

              

              
                
                

              

            

            
 

            EXHIBIT
C-2

             

            FORM OF
CERTIFICATE OF EXCHANGE FOR SENIOR SECURED FLOATING RATE NOTE

             

            


            Western
Refining Inc.

            123 W.
Mills Avenue

            Suite
200

            El Paso,
Texas 79901

            Fax
No.:  (915) 534-1400

            Attention:  General
Counsel

            


            The Bank of New York Mellon Trust
Company, N.A.

            601
Travis Street, 16th Floor

            Houston,
Texas 77002

            Fax No.:
713-483-6954

            Attention:
Corporate Trust Services (re: Western Refining, Inc. – Senior Secured
Notes)

            


            


            Re:  Senior
Secured Floating Rate Notes due 2014

             

            Reference
is hereby made to the Indenture, dated as of June 12, 2009 (the “Indenture”), among
Western Refining, Inc., the Guarantors named therein, the Trustee and the Paying
Agent, Registrar and Transfer Agent.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

             

            ___________
(the “Owner”)
owns and proposes to exchange the Floating Rate Note[s] or interest in such
Floating Rate Note[s] specified herein, in the principal amount of $__________
in such Floating Rate Note[s] or interests (the “Exchange”).  In
connection with the Exchange, the Owner hereby certifies that:

             

            1)           EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL
NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN
UNRESTRICTED GLOBAL NOTE

             

            a)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.  In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner’s own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act, (iv) the beneficial interest in an Unrestricted Global Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States and (v) the Owner is not an affiliate (as defined in
Rule 144) of the Issuer.

             

            
              
                
                

              

              
                C-4

                
                  

                

              

              
                
                

              

            

             

             

            b)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
UNRESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act, (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States
and (v) the Owner is not an affiliate (as defined in Rule 144) of the
Issuer.

             

            c)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE.  In connection with the Owner’s Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act, (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States and (v) the Owner is not an affiliate (as defined in Rule
144) of the Issuer.

             

            d)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE
NOTE.  In connection with the Owner’s Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Unrestricted Definitive Note is being acquired for the Owner’s own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act, (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States and (v) the Owner is
not an affiliate (as defined in Rule 144) of the Issuer.

             

            2)           EXCHANGE
OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES

             

            a)           [  ]
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO
RESTRICTED DEFINITIVE NOTE.  In connection with the Exchange of the
Owner’s beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be 

             

             

            
              
                
                

              

              
                C-5

                
                  

                

              

              
                
                

              

            

             

            subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Note and in the Indenture and the
Securities Act.

             

            b)           [  ]
CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE.  In connection with the Exchange of the
Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK
ONE]  [   ] 144A Global
Note  [   ] Regulation S Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States.  Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and
in the Indenture and the Securities Act.

             

            3)           [  ]
CHECK IF OWNER IS AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION 2.06(k)
OF THE INDENTURE.

             

            4)           [  ]
CHECK IF OWNER IS EXCHANGING THIS FLOATING RATE NOTE IN CONNECTION WITH AN
EXPECTED TRANSFER TO AN AFFILIATE OF THE ISSUER AS CONTEMPLATED IN SECTION
2.06(k) OF THE INDENTURE.

             

            This
certificate and the statements contained herein are made for your benefit and
the benefit of the Issuer and are dated ______________________.

            
               

              
                	 	 	 	
                        [Insert
      Name of Transferor]

                         

                      	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


              

              
                 

                
                  	 	 	 	  	 
	 	 	 	 	 	 	 
	 Dated: 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


                

                 

              

            

             

            
              
                
                

              

              
                C-6

                
                  

                

              

              
                
                

              

            

            


            EXHIBIT
D

             

            FORM OF
SUPPLEMENTAL INDENTURE

            TO BE
DELIVERED BY SUBSEQUENT GUARANTORS

             

            Supplemental
Indenture (this “Supplemental
Indenture”), dated as of __________, among __________________ (the “Guaranteeing
Subsidiary”), a subsidiary of Western Refining, Inc., a Delaware
Corporation (the “Issuer”),
____________________, as trustee (the “Trustee”) and
____________________, as Paying Agent, Registrar and Transfer Agent

             

            W I T N E
S S E T H

             

            WHEREAS,
each of Western Refining Inc. and the Guarantors (as defined in the Indenture
referred to below) have heretofore executed and delivered to the Trustee an
indenture (the “Indenture”), dated as
of June 12, 2009, providing for the issuance of an unlimited aggregate principal
amount of 11.250% Senior Secured Notes due 2017 and Senior Secured Floating Rate
Notes due 2014 (collectively, the “Notes”);

             

            WHEREAS,
the Indenture provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee
all of the Issuer’s Obligations under the Notes and the Indenture on the terms
and conditions set forth herein and under the Indenture (the “Note Guarantee”);
and

             

            WHEREAS,
pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.

             

            NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:

             

            (1)           Capitalized
Terms.  Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.

             

            (2)           Agreement to
Guarantee.  The Guaranteeing Subsidiary hereby agrees as
follows:

             

            (a)           Along
with all Guarantors named in the Indenture, to jointly and severally
unconditionally guarantee to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee, the Paying Agent, the Registrar and the
Transfer Agent and their successors and assigns, irrespective of the validity
and enforceability of the Indenture, the Notes or the obligations of the Issuer
hereunder or thereunder, that:

             

                           (i)the principal of and interest and
premium, if any, on the Notes will be promptly paid in full when due, whether at
maturity, by acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all other
obligations of the Issuer to the Holders or the Trustee hereunder or thereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and

             

                           (ii)in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same will
be promptly paid in full when due or 

             

             

            
              
                
                

              

              
                E-1

                
                  

                

              

              
                
                

              

            

             

            performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.  Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally
obligated to pay the same immediately.  This is a guarantee of payment
and not a guarantee of collection.

             

            (b)           The
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Issuer, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor.

             

            (c)           The
following is hereby waived:  diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever.

             

            (d)           This
Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes, the Indenture and this Supplemental
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.

             

            (e)           If
any Holder or the Trustee is required by any court or otherwise to return to the
Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any
custodian, trustee, liquidator or other similar official acting in relation to
either the Issuer or the Guarantors, any amount paid either to the Trustee or
such Holder, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect.

             

            (f)           The
Guaranteeing Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.

             

            (g)           As
between the Guaranteeing Subsidiary, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 of the Indenture for the
purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guaranteeing Subsidiary for the purpose of this Note
Guarantee.

             

            (h)           The
Guaranteeing Subsidiary shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under this Note Guarantee.

             

            (i)           Pursuant
to Section 12.02 of the Indenture, after giving effect to all other
contingent and fixed liabilities that are relevant under any applicable
Bankruptcy or fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under Article 12 of the Indenture, this new Note Guarantee shall
be limited to the maximum amount permissible such that the obligations of such
Guaranteeing Subsidiary under this Note Guarantee will not constitute a
fraudulent transfer or conveyance.

             

            
              
                
                

              

              
                E-2

                
                  

                

              

              
                
                

              

            

             

             

            (j)           This
Note Guarantee shall remain in full force and effect and continue to be
effective should any petition be filed by or against the Issuer for liquidation,
reorganization, should the Issuer become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Issuer’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Notes are, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee on the Notes and Note Guarantee, whether as a “voidable
preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the Note shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or
returned.

             

            (k)           In
case any provision of this Note Guarantee 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.

             

            (l)           Each
payment to be made by the Guaranteeing Subsidiary in respect of this Note
Guarantee shall be made without set-off, counterclaim, reduction or diminution
of any kind or nature.

             

            (3)           Execution and
Delivery.  The Guaranteeing Subsidiary agrees that the Note
Guarantee shall remain in full force and effect notwithstanding the absence of
the endorsement of any notation of such Note Guarantee.

             

            (4)           Releases.  The
Note Guarantee of a Guarantor will be released:

             

            (a)           if
the Guarantor ceases to be a Restricted Subsidiary in a transaction permitted
under the Indenture, including through the disposition of Capital Stock of such
Guarantor;

             

            (b)           if
the Issuer properly designates any Restricted Subsidiary that is a Guarantor as
an Unrestricted Subsidiary under the Indenture; or

             

            (c)           solely
in the case of a Note Guarantee created pursuant to Section 4.15(b) of the
Indenture, upon the release or discharge of the Guarantee which resulted in the
creation of such Note Guarantee pursuant to Section 4.15(b) of the Indenture,
except a discharge or release by or as a result of payment under such
Guarantee.

             

             (5)           No Recourse Against
Others.  No director, officer, employee, incorporator or
stockholder of the Guaranteeing Subsidiary shall have any liability for any
obligations of the Issuer or the Guarantors (including the Guaranteeing
Subsidiary) under the Notes, any Note Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation.  Each Holder by accepting
Notes waives and releases all such liability.  The waiver and release
are part of the consideration for issuance of the Notes.

             

            (6)           Governing
Law.  THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

             

            (7)           Counterparts.  The
parties may sign any number of copies of this Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

             

            
              
                
                

              

              
                E-3

                
                  

                

              

              
                
                

              

            

             

             

            (8)           Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

             

            (9)           The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary.

             

            (10)           Subrogation.  The
Guaranteeing Subsidiary will agree that until the indefeasible payment and
satisfaction in full in cash of all applicable obligations under the Notes, the
Note Guarantees, the Indenture and the Security Documents, it shall waive any
claim and shall not exercise any right or remedy, direct or indirect, arising by
reason of any performance by it of its Note Guarantee, whether by subrogation or
otherwise, against either the Issuer or any other Guarantor.  The
Issuer and the Guaranteeing Subsidiary agree that all Indebtedness and other
monetary obligations owed by it to the Issuer or any Restricted Subsidiary of
the Issuer shall be fully subordinated to the indefeasible payment in full in
cash of the obligations with respect to the Notes, the Note Guarantees, the
Indenture and the Security Documents.

             

            (11)           Benefits
Acknowledged.  The Guaranteeing Subsidiary’s Note Guarantee is
subject to the terms and conditions set forth in the Indenture.  The
Guaranteeing Subsidiary acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Indenture and this
Supplemental Indenture and that the guarantee and waivers made by it pursuant to
this Note Guarantee are knowingly made in contemplation of such
benefits.

             

            (12)           Successors.  All
agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall
bind its Successors, except as otherwise provided in Section 2(k) hereof or
elsewhere in this Supplemental Indenture.  All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.

             

            
              
                
                

              

              
                E-4

                
                  

                

              

              
                
                

              

            

             

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

             

            
              
                 

                
                  	 	 	 	
                          
                            [GUARANTEEING
      SUBSIDIARY]

                          

                           

                        	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


                

                
                   

                  
                    	 	 	 	
                            [•],
      as Trustee

                          	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name: 	 	 
	 	 	 	 	Title:	 	 


                  

                   

                  
                    
                       

                      
                        
                          
                            
                              	 	 	 	
                                      [•],
      as Paying Agent, Registrar and Transfer Agent

                                       

                                    	 
	 	 	 	 	 	 	 
	 	 	 	By:	[•]	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	Name:
      	 	 
	 	 	 	 	Title:
      	 	 


                            

                          

                        

                      

                      
                         

                        
                          	 	 	 	  	 
	 	 	 	 	 	 	 
	  	 	 	By:	 	 
	 	 	 	 	Name: 	 	 
	 	 	 	 	Title:	 	 


                        

                        
                           

                           

                           

                           

                           


                            E-5