CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. CALUMET FINANCE CORP. and theGuarantors named herein 9 3/8% SENIOR NOTES DUE 2019 SECONDSUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 15, 2012 TO INDENTURE DATED AS OF APRIL 21, 2011 WILMINGTONTRUST, NATIONAL ASSOCIATION Trustee

EX-4.4 3 d270930dex44.htm SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture

EXHIBIT 4.4

 

 

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CALUMET FINANCE CORP.

and

the Guarantors named herein

 

 

9  3/8% SENIOR NOTES DUE 2019

 

 

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF FEBRUARY 15, 2012

TO

INDENTURE

DATED AS OF APRIL 21, 2011

 

 

WILMINGTON TRUST, NATIONAL ASSOCIATION

Trustee

 

 

 

 


This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 15, 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”), Calumet Missouri, LLC, a Delaware limited liability company (“Calumet Missouri”), TruSouth Oil, LLC, a Louisiana limited liability company (“TruSouth” and, together with Calumet Missouri, the “New Guarantors” and, the New Guarantors, together with the Existing Guarantors, the “Guarantors”) and Wilmington Trust, National Association, as Trustee.

RECITALS

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of April 21, 2011, as amended by the First Supplemental Indenture, dated as of October 7, 2011 (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 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 Guarantors to become Guarantors 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, each of the New Guarantors are subject to the provisions of the Indenture as a Guarantor 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, Treasurer and Secretary

 

Signature Page to Second 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 Second 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, Secretary and Treasurer

 

Signature Page to Second 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 Second 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 Second 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 Second 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 Second Supplemental Indenture and Amendment—Subsidiary Guarantee


 

NEW GUARANTORS:
  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 Second Supplemental Indenture and Amendment—Subsidiary Guarantee


 

TRUSTEE:
 

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

  By:  

Jane Y. Schweiger

    Name:   Jane Y. Schweiger
    Title:   Authorized Signatory

 

Signature Page to Second Supplemental Indenture and Amendment—Subsidiary Guarantee