CALUMET SPECIALTY PRODUCTSPARTNERS, L.P. CALUMET FINANCE CORP. and the Guarantors named herein 9 3/8% SENIOR NOTES DUE 2019 THIRD SUPPLEMENTAL INDENTURE DATED AS OF APRIL 19, 2012 TO INDENTURE DATEDAS OF APRIL 21, 2011 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee

EX-4.1 2 d352646dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

EXECUTION VERSION

 

 

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

 

 

9  3/8% SENIOR NOTES DUE 2019

 

 

THIRD SUPPLEMENTAL INDENTURE

DATED AS OF APRIL 19, 2012

TO

INDENTURE

DATED AS OF APRIL 21, 2011

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

Trustee

 

 

 

 


This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 19, 2012, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), S&S International Mining Enterprises, Inc., an Arizona corporation (the “New Guarantor” and, together with the Existing Guarantors, the “Guarantors”) and Wilmington Trust, National Association, as Trustee. Each capitalized term used in this Supplemental Indenture and not defined herein shall have the meaning assigned to such term in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the Existing Guarantors and the Trustee entered into an Indenture, dated as of April 21, 2011, as amended and supplemented by the First Supplemental Indenture dated as of October 7, 2011 and the Second Supplemental Indenture dated as of February 15, 2012 (as so amended and supplemented, the “Indenture”), which governs $400,000,000 in aggregate principal amount of 9 3/8% Senior Notes due 2019 issued by the Issuers on the date thereof (the “Notes”);

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Existing Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of any Holder of a Note;

WHEREAS, to comply with Section 4.13 of the Indenture, the Issuers desire to cause the New Guarantor to become a “Guarantor” under the Indenture; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.


ARTICLE 2

From this date, in accordance with Section 4.13 of the Indenture and by executing this Supplemental Indenture, the New Guarantor is subject to the provisions of the Indenture as a “Guarantor” thereunder to the extent provided for in Article 10 thereunder.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

[NEXT PAGE IS SIGNATURE PAGE]


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

 

ISSUERS:
  CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
  By:   Calumet GP, LLC, its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

  CALUMET FINANCE CORP.
  By:  

/s/ R. Patrick Murray, II

    Name:   R. Patrick Murray, II
    Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


EXISTING GUARANTORS:

 

  CALUMET OPERATING, LLC
      By:   Calumet Specialty Products Partners, L.P.,
        its sole member
        By:   Calumet GP, LLC,
          its general partner
        By:  

/s/ R. Patrick Murray, II

          Name:   R. Patrick Murray, II
          Title:  

Vice President, Chief Financial

Officer and Secretary

  CALUMET LP GP, LLC
      By:   Calumet Operating, LLC,
        its sole member
      By:   Calumet Specialty Products Partners, L.P.,
        its sole member
      By:   Calumet GP, LLC,
        its general partner
        By:  

/s/ R. Patrick Murray, II

          Name:   R. Patrick Murray, II
          Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
  By:  

Calumet LP GP, LLC,

its general partner

  By:  

Calumet Operating, LLC,

its sole member

  By:  

Calumet Specialty Products Partners, L.P.,

its sole member

  By:  

Calumet GP, LLC,

its general partner

    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

CALUMET SALES COMPANY INCORPORATED
  By:  

/s/ R. Patrick Murray, II

    Name:   R. Patrick Murray, II
    Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET SHREVEPORT, LLC
By:  

Calumet Lubricants Co., Limited Partnership,

its sole member

    By:   Calumet LP GP, LLC,
      its general partner
    By:   Calumet Operating, LLC,
      its sole member
    By:   Calumet Specialty Products Partners, L.P.,
      its sole member
    By:   Calumet GP, LLC,
      its general partner
      By:  

/s/ R. Patrick Murray, II

        Name:   R. Patrick Murray, II
        Title:  

Vice President, Chief

Financial Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET SHREVEPORT FUELS, LLC
  By:   Calumet Shreveport, LLC,
    its sole member
  By:  

Calumet Lubricants Co., Limited Partnership,

its sole member

  By:  

Calumet LP GP, LLC,

its general partner

  By:  

Calumet Operating, LLC,

its sole member

  By:  

Calumet Specialty Products Partners, L.P.,

its sole member

  By:  

Calumet GP, LLC,

its general partner

    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:    

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC
  By:   Calumet Shreveport, LLC,
    its sole member
  By:   Calumet Lubricants Co., Limited Partnership,
    its sole member
  By:   Calumet LP GP, LLC,
    its general partner
  By:   Calumet Operating, LLC,
    its sole member
  By:  

Calumet Specialty Products Partners, L.P.,

its sole member

  By:   Calumet GP, LLC,
    its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET PENRECO, LLC
  By:   Calumet Lubricants Co., Limited Partnership,
    its sole member
  By:   Calumet LP GP, LLC,
    its general partner
  By:   Calumet Operating, LLC,
    its sole member
  By:   Calumet Specialty Products Partners, L.P.,
    its sole member
  By:   Calumet GP, LLC,
    its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

CALUMET SUPERIOR, LLC
  By:   Calumet Lubricants Co., Limited Partnership,
    its sole member
  By:   Calumet LP GP, LLC,
    its general partner
  By:   Calumet Operating, LLC,
    its sole member
  By:   Calumet Specialty Products Partners, L.P.,
    its sole member
  By:   Calumet GP, LLC,
    its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


CALUMET MISSOURI, LLC
  By:   Calumet Lubricants Co., Limited Partnership,
    its sole member
  By:   Calumet LP GP, LLC,
    its general partner
  By:   Calumet Operating, LLC,
    its sole member
  By:   Calumet Specialty Products Partners, L.P.,
    its sole member
  By:   Calumet GP, LLC,
    its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

TRUSOUTH OIL, LLC
  By:  

Calumet Lubricants Co., Limited Partnership,

its sole member

  By:   Calumet LP GP, LLC,
    its general partner
  By:   Calumet Operating, LLC,
    its sole member
  By:   Calumet Specialty Products Partners, L.P.,
    its sole member
  By:   Calumet GP, LLC,
    its general partner
    By:  

/s/ R. Patrick Murray, II

      Name:   R. Patrick Murray, II
      Title:  

Vice President, Chief Financial

Officer and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


NEW GUARANTOR:

 

  S&S INTERNATIONAL MINING ENTERPRISES, INC.
          By:  

/s/ R. Patrick Murray, II

    Name:   R. Patrick Murray, II
    Title:   Vice President and Secretary

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee


TRUSTEE:
  WILMINGTON TRUST, NATIONAL ASSOCIATION
  as Trustee
  By:  

/s/ Jane Schweiger

    Name:   Jane Schweiger
    Title:   Vice President

Signature Page to Third Supplemental Indenture and Amendment—Subsidiary Guarantee