Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after After the Issue Date, guarantees the Company will, within 30 calendar days of the event giving rise to such requirement, cause each of its Restricted Subsidiaries (other than any Indebtedness Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any Guarantor, or assumes or in of its Restricted Subsidiaries Incurred under any other manner becomes liable with respect Credit Facility to any Indebtedness under Guarantee the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, Notes pursuant to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto attached to this Indenture (or such other appropriate agreement providing documents or instruments in form reasonably satisfactory to the Trustee) (subject to the limitations in Article 10) and execute joinders to Collateral Documents (including the Collateral Trust Agreement) or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of any period during which no such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In additionCredit Facilities exist, the Company shall will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Restricted Non-Guarantor Subsidiary comprises no more than 5% of (other than the Issuerx) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form aggregate, no more than 10% of Exhibit D (x) Consolidated Total Assets or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”)y) Consolidated Adjusted EBITDA. (b) Notwithstanding Each Note Guarantee will state that it will be limited to an amount not to exceed the foregoingmaximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Company shall not be obligated as it relates to cause any such Restricted Subsidiary Subsidiary, voidable under applicable law relating to guarantee fraudulent conveyance or fraudulent transfer or similar laws affecting the Notes to the extent that the grant rights of such creditors generally. (c) Each Note Guarantee would shall be inconsistent released in accordance with the Agreed Security Principlesprovisions of Section 10.07.

Additional Note Guarantees. (a) The Company shall will cause each Domestic Restricted Subsidiary (other than that Guarantees the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect Credit Facility to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver to the Trustee a supplemental indenture substantially Guarantee (in the form of Exhibit D hereto or other appropriate agreement providing for E hereof) pursuant to which such Restricted Subsidiary’s Note Guarantee Subsidiary will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the same terms Notes and conditions as those set forth in all other obligations under this IndentureIndenture on a senior unsecured basis. In additionNotwithstanding the foregoing, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form event any Guarantor is released and discharged in full from all of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee its obligations under guarantees of the Notes on Credit Facility, then the same terms Guarantee of such Guarantor shall be automatically and conditions as those set forth in this Indentureunconditionally released or discharged; provided, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is has not an Immaterial Subsidiary incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or a Permitted Purchase Obligations SPV (each such additional guarantee are otherwise permitted under one of the Notes, an “Additional Note Guarantee”)exceptions available at the time of such release to Restricted Subsidiaries pursuant to Section 4.09 hereof. (b) Notwithstanding Each Guarantee will be limited to an amount not to exceed the foregoingmaximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Company shall not be obligated as it relates to cause any such Restricted Subsidiary Subsidiary, voidable under applicable law relating to guarantee fraudulent conveyance or fraudulent transfer or similar laws affecting the Notes to the extent that the grant rights of such Note Guarantee would be inconsistent with the Agreed Security Principlescreditors generally.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after After the Issue Date, guarantees any Indebtedness the Issuer will cause (i) each of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Wholly-Owned Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Issuer, an Immaterial Subsidiary Notes or that would experience adverse regulatory consequences as a Permitted Purchase Obligations SPV) to execute and deliver result of providing a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on (so long as, in the same terms and conditions as those set forth in case of this Indentureclause (y), within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is has not an Immaterial Subsidiary or provided a Permitted Purchase Obligations SPV (each such additional guarantee of any other Debt of the Notes, an “Additional Note Guarantee”Issuer or any of the Guarantors). ) and (bii) Notwithstanding the foregoing, the Company shall not be obligated to cause any such other Restricted Subsidiary that is a guarantor or co-borrower under any Credit Facility to guarantee the Notes and the Issuer’s other obligations under this Indenture within thirty (30) days of becoming a Restricted Subsidiary. Subject to Section 4.19, such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Issuer, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Issuer to cause the Liens created by the Security Documents to be duly perfected to the extent that required by such documents in accordance with all applicable law, including the grant filing of such financing statements in the jurisdictions of incorporation or formation of the Issuer and the Guarantors. The Issuer shall also deliver an Opinion of Counsel satisfactory to the Trustee which shall include enforceability of the Guarantee and the opinions set forth in Section 12.3. The Note Guarantee would Guarantees will be inconsistent with the Agreed Security Principlesreleased as set forth in Article XI.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture Indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture Indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after After the Issue Date, guarantees the Company will cause each of its Restricted Subsidiaries (other than any Indebtedness Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company or any Guarantor, or assumes or in of its Restricted Subsidiaries Incurred under any other manner becomes liable with respect Credit Facility to any Indebtedness under Guarantee the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, Notes pursuant to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto attached to this Indenture (or such other appropriate agreement providing documents or instruments in form reasonably satisfactory to the Trustee); provided that, for the duration of any period during which no such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In additionCredit Facilities exist, the Company shall will cause a sufficient number of its Restricted Subsidiaries to Guarantee the Notes such that (i) each Restricted Non-Guarantor Subsidiary comprises no more than 5% of (other than the Issuerx) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA and (ii) all Non-Guarantor Subsidiaries comprise, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form aggregate, no more than 10% of Exhibit D (x) Consolidated Total Assets or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”)y) Consolidated Adjusted EBITDA. (b) Notwithstanding Each Note Guarantee will state that it will be limited to an amount not to exceed the foregoingmaximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Company shall not be obligated as it relates to cause any such Restricted Subsidiary Subsidiary, voidable under applicable law relating to guarantee fraudulent conveyance or fraudulent transfer or similar laws affecting the Notes to the extent that the grant rights of such creditors generally. (c) Each Note Guarantee would shall be inconsistent released in accordance with the Agreed Security Principlesprovisions of Section 10.06.

Additional Note Guarantees. (a) The Company shall cause each If and for so long as any Restricted Subsidiary (other than the Issueran Excluded Subsidiary) that, after the Issue Datedirectly or indirectly, guarantees any Indebtedness of the Company Issuers or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness domestic Subsidiary of the Company under the Senior Facilities Credit Agreement or any refinancing other Credit Facility, then such Subsidiary will become a Guarantor and, within 20 Business Days of the date on which it incurs the guarantee of such Indebtedness in respect thereof(or such longer period as agreed by the applicable administrative agent under the Credit Agreement), to simultaneously or prior thereto the Company shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture substantially in the form of attached as Exhibit D F hereto or other appropriate agreement providing for pursuant to which such Restricted Subsidiary’s Note Subsidiary shall unconditionally Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery all of the Company’s or CCM’s audited consolidated annual reports obligations under the Notes and this Indenture and (b) a notation of Guarantee in respect of its Note Guarantee; (2) deliver to the Trustee pursuant one or more Opinions of Counsel (subject to Section 4.03 customary assumptions and exceptions) that show that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). and (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms; and (3) execute and deliver to guarantee the Notes Collateral Agent joinder agreements or other similar agreements with respect to the extent that Collateral Documents and take all actions required thereunder to perfect the grant of such Note Guarantee would be inconsistent with the Agreed Security PrinciplesLiens created thereunder.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Designated Restricted Subsidiary) guarantees any Indebtedness under any Credit Facility (other than any Foreign Subsidiary that guarantees Indebtedness of only other Foreign Subsidiaries under any such Credit Facility) or (b) the Company or Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, or assumes or then, in any other manner becomes liable with respect to any Indebtedness under each such case, the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports substance reasonably satisfactory to the Trustee pursuant to Section 4.03 that show that which such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional shall unconditionally guarantee all of the Notes, an “Additional Issuer's obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee”); and (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.16(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Note Guarantee, this Indenture and the foregoing, Registration Rights Agreement under the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee circumstances set forth in Section 11.05. The form of the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles.is attached hereto as EXHIBIT F.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Date, guarantees any Restricted Subsidiary that is not already a Guarantor Guarantees or otherwise becomes an obligor under any other Indebtedness of either of the Company Issuers or any Guarantorof the Guarantors (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of Section 4.09(b)) in excess of the De Minimis Guaranteed Amount, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver then such Restricted Subsidiary must become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit D hereto E (or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on otherwise reasonably satisfactory to the same terms Trustee) and delivering an Opinion of Counsel as to the satisfaction of conditions as those set forth in this Indenture. In addition, precedent to the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, Trustee within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that date on which such Restricted Subsidiary is not become such an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each obligor on such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Indebtedness. Notwithstanding the foregoing, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon any of the Company conditions specified in clauses (1) to (6) of Section 10.05. Notwithstanding the foregoing, no Foreign Subsidiary that has Guaranteed (or is otherwise an obligor of) other Indebtedness of either Issuer or any Guarantor in excess of the De Minimis Guaranteed Amount shall not be obligated required to cause execute any such Restricted supplemental indenture unless such Foreign Subsidiary to guarantee has guaranteed (or is otherwise an obligor of) other Indebtedness of either Issuer or a Guarantor that is not a Foreign Subsidiary in excess of the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security PrinciplesDe Minimis Guaranteed Amount.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary) guarantees any Indebtedness of the Company Issuer or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, or assumes or then, in any other manner becomes liable with respect each such case, the Issuer shall cause such Restricted Subsidiary to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto promptly: (1) execute and deliver to the Trustee (a) a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports substance satisfactory to the Trustee pursuant to Section 4.03 that show that which such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional shall unconditionally guarantee all of the Notes, an “Additional Note Guarantee”). Issuers' obligations under the Notes and this Indenture and (b) Notwithstanding a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the foregoingTrustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, the Company shall not be obligated to cause any executed and delivered by such Restricted Subsidiary to guarantee the Notes to the extent that the grant and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. The obligations of a Guarantor under its Note Guarantee would shall be inconsistent with limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the Agreed Security Principles.preceding paragraph, any Note Guarantee of a Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit E.

Additional Note Guarantees. (a) The If the Company shall cause each or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness then that newly acquired or created Domestic Restricted Subsidiary will within 10 Business Days of the Company date on which it was acquired or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto created (i) execute and deliver to the Trustee a supplemental indenture indenture, substantially in the form of attached as Exhibit D hereto E hereto, pursuant to which such Domestic Restricted Subsidiary will Guarantee the Notes, (ii) execute and deliver to the Collateral Agent joinder agreements or other appropriate agreement providing for similar agreements with respect the applicable Collateral Documents and (iii) deliver to the Trustee an Opinion of Counsel that such Restricted Subsidiary’s Note Guarantee on the same terms supplemental indenture and conditions as those set forth in other documents required to be delivered pursuant to clause (ii) above have been duly authorized, executed and delivered and constitute legally valid and binding and enforceable obligations (subject to customary qualifications and exceptions) and is authorized or permitted by this Indenture. In addition; provided that (a) any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary and (b) notwithstanding anything to the contrary herein, if Xxxxxx Steel Company, LLC becomes a direct or indirect Subsidiary of the Company, the Company shall will cause each Restricted Subsidiary (other than the IssuerXxxxxx Steel Company, an Immaterial Subsidiary or LLC to become a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the Guarantor. The form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principlesis attached as Exhibit E hereto.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Datedate of this Indenture, guarantees any Indebtedness Restricted Subsidiary of the Company that is not already a Guarantor Guarantees any other Indebtedness of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, or assumes or in any other manner becomes liable with respect to incurs any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness Credit Facility, then in respect thereof, to simultaneously or prior thereto execute and deliver either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit D F hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to Section 4.03 this paragraph shall provide by its terms that show that it shall be automatically and unconditionally released at such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV time as such Guarantor ceases both (each such additional guarantee a) to Guarantee any other Indebtedness of either of the Notes, an “Additional Note Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other Guarantee”). ) and (b) Notwithstanding the foregoing, the Company shall not to be obligated an obligor with respect to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security PrinciplesIndebtedness under any Credit Facility.

Additional Note Guarantees. (a) The Company shall cause each Restricted If, on or after the Issue Date: (1) any of the Issuer’s Subsidiaries Incurs or guarantee any Indebtedness under the Term Loan Credit Facility; or (2) any of the Issuer’s Wholly Owned Subsidiaries that is a Domestic Subsidiary Incurs or guarantees any loans or capital markets Indebtedness in excess of $50.0 million (“Certain Other Indebtedness”), then such Subsidiary (other than the Issuera Subsidiary Guarantor) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto shall become a Guarantor and execute and deliver a supplemental indenture substantially in the form of Exhibit D J to hereto within 20 Business Days of such Incurrence or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”)guarantee. (b) Notwithstanding Each Person that becomes a Guarantor after the foregoingIssue Date shall also become party to the applicable Notes Security Documents pursuant to the terms of this Indenture and shall as promptly as practicable, but in any event, within 90 days of the Company shall not acquisition or formation of such entity, execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date as may be obligated necessary to cause any vest in the Collateral Agent a perfected first-priority security interest (subject to Permitted Liens and priority Liens with respect to the ABL Collateral in favor of the ABL Collateral Agent) in properties and assets that constitute Collateral, as security for such Restricted Subsidiary Guarantor’s Note Guarantee and as may be necessary to guarantee have such property or asset added to the Collateral as required under the Notes Security Documents and this Indenture, and thereupon all provision of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent that the grant of such Note Guarantee would be inconsistent and with the Agreed Security Principlessame force and effect.

Additional Note Guarantees. If (a) The Company shall cause each Holdings or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable Date and such Restricted Subsidiary enters into a Guarantee with respect to any Indebtedness under a Senior Credit Facility, Junior Lien Obligations or unsecured Indebtedness with an outstanding principal amount in excess of the greater of $100,000,000 and 10% of Consolidated EBITDA for the Applicable Measurement Period of an Issuer or any Guarantor or (b) any Restricted Subsidiary that does not guarantee the Obligations under the Senior Credit Facilities Agreement as of the Issue Date later enters into a Guarantee with respect to any Indebtedness under a Senior Credit Facility, Junior Lien Obligations or unsecured Indebtedness of an Issuer or any refinancing Guarantor with an outstanding principal amount in excess of the greater of $100,000,000 and 10% of Consolidated EBITDA for the Applicable Measurement Period, then that Restricted Subsidiary will within 30 days of the date on which it issues or incurs such Indebtedness in respect thereofor enters into such Guarantee, to simultaneously or prior thereto (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for attached to this Indenture pursuant to which such Restricted Subsidiary’s Note Subsidiary will Guarantee on the same terms and conditions as those set forth in this Indenture. In additionNotes, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPVii) to execute and deliver a supplemental indenture substantially in to the form of Exhibit D Collateral Agent joinder agreements or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports similar agreements with respect to the Trustee pursuant Collateral Documents and (iii) take all actions required thereunder to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of perfect the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles.Liens created thereunder. In

Additional Note Guarantees. (a) The If the Company shall cause each Restricted or any of its Subsidiaries acquires or creates another Domestic Subsidiary (other than the Issuer) that, that is a Wholly-Owned Subsidiary after the Issue Date, date of this Supplemental Indenture that guarantees or otherwise becomes an obligor with respect to any Indebtedness of the Company or any Guarantorof its Subsidiaries under a Credit Facility, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee within 45 business days of the date such Domestic Subsidiary guarantees or assumes or in any other manner otherwise becomes liable an obligor with respect to any Indebtedness under of the Senior Facilities Agreement Company or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver of its Subsidiaries under a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for Credit Facility; provided that any such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Domestic Subsidiary (other than the Issuer, that constitutes an Immaterial Subsidiary or need not become a Permitted Purchase Obligations SPV) Guarantor until such time as it ceases to execute be an Immaterial Subsidiary. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the circumstances described in Article 9. Beginning on the Fall Away Date and deliver a supplemental indenture substantially continuing at all times thereafter regardless of any subsequent changes in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee ratings of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding this Section 4.06 will permanently cease to be in effect with respect to the foregoingNotes. The Company may elect, the Company in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be obligated required to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent comply with the Agreed Security Principles45 business day period described above.

Additional Note Guarantees. (a) The Company Issuer shall cause each Subsidiary (including any newly formed or newly acquired Subsidiary or newly designated Restricted Subsidiary Subsidiary) (other than any designated Unrestricted Subsidiary, Foreign Subsidiary or the Excluded Joint Venture) to, within twenty (20) days of its acquisition, formation or designation to: (i) In case of a newly formed or newly acquired Subsidiary, be designated as a Restricted Subsidiary; (ii) Execute and deliver to the Trustee (a) a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness ’s obligations under the Senior Facilities Agreement or any refinancing Indebtedness Notes and this Indenture, (b) a notation of guarantee in respect thereofof its Note Guarantee, in each case in form and substance reasonably satisfactory to simultaneously or prior thereto the Trustee; (iii) Subject to the terms, conditions and provisions of Section 6.15 and Article 12, pledge its assets and have its stock pledged as Collateral pursuant to the Security Documents and execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant (a) a supplement to the Collateral Agreement, (b) a supplement to the Intercreditor Agreement and (c) other applicable Security Documents, in each case in form and substance reasonably satisfactory to the Trustee; and (iv) Deliver to the Trustee one or more opinions of counsel that such documents required by Section 4.03 that show that 6.14(a)(i), (x) have been duly authorized, executed and delivered by such Restricted Subsidiary is not an Immaterial Subsidiary or and (y) constitute a Permitted Purchase Obligations SPV (each such additional guarantee valid and legally binding obligation of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant in accordance with their terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of such Note Guarantee would be inconsistent with the Agreed Security Principlesthis Indenture.

Additional Note Guarantees. (a) The Company shall will cause each of its wholly-owned Domestic Restricted Subsidiary (other than the Issuer) that, after the Issue Date, Subsidiaries that guarantees any Indebtedness Debt under the Credit Agreement or any other Credit Facility of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in Supplemental Indenture to this Indenture, Indenture within 30 days of delivery its guarantee of such other Debt (and, in the Company’s or CCM’s audited consolidated annual reports case of a Guarantee of any such other Debt which is subordinated in right of payment to the Trustee pursuant Notes, to Section 4.03 that show that expressly subordinate such Guarantee of such other Debt in right of payment to such Note Guarantee substantially to the same extent) providing a Note Guarantee, unless (x) any such guarantee of any Restricted Subsidiary existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary other than in connection with any refinancing of indebtedness or (y) in the event the Note Guarantee by such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall would not be obligated to cause permitted under applicable law. If any such Restricted Subsidiary Guarantor ceases to guarantee the Notes obligations of the Company or any Guarantor under the Credit Agreement or any other Credit Facility, such Guarantor’s obligations under the Note Guarantees will be released automatically, except in each case, a release as a result of the repayment in full of the Debt specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Debt of such Guarantor under the extent that the grant of Credit Agreement or any Other Guarantee is so reinstated, such Note Guarantee would shall also be inconsistent with the Agreed Security Principlesreinstated).

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Datedate of this Indenture, guarantees any Indebtedness Restricted Subsidiary of the Company that is not already a Guarantor Guarantees any other Indebtedness of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, or assumes or in any other manner becomes liable with respect to incurs any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness Credit Facility, then in respect thereof, to simultaneously or prior thereto execute and deliver either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit D C hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports delivering it to the Trustee within 20 business days of the date on which it Guaranteed or incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to Section 4.03 this paragraph shall provide by its terms that show that it shall be automatically and unconditionally released at such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV time as such Guarantor ceases both (each such additional guarantee a) to Guarantee any other Indebtedness of either of the Notes, an “Additional Note Issuers and any Indebtedness of any other Guarantor (except as a result of payment under any such other Guarantee”). ) and (b) Notwithstanding the foregoing, the Company shall not to be obligated an obligor with respect to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security PrinciplesIndebtedness under any Credit Facility.

Additional Note Guarantees. (a) The Company If any Restricted Subsidiary incorporated, formed or otherwise organized in the United States or any political subdivision thereof that is not a Note Guarantor becomes a guarantor under the First Lien Credit Facilities, the Issuers shall cause each such Restricted Subsidiary to (other than the Issueri) that, after the Issue Date, guarantees any Indebtedness of the Company or any Guarantor, or assumes or in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto execute and deliver to the Trustee a supplemental indenture substantially and supplemental Collateral Documents in the form of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports reasonably satisfactory to the Trustee pursuant to Section 4.03 that show that which such Restricted Subsidiary is not an Immaterial Subsidiary or shall unconditionally guarantee, on a Permitted Purchase Obligations SPV (each such additional guarantee senior, second lien secured basis, all of the Issuers' obligations under the Notes, this Indenture and the Collateral Documents on the terms set forth in this Indenture and (ii) deliver to the Trustee an “Additional Opinion of Counsel that, subject to customary assumptions and exclusions, such supplemental indenture and supplemental Collateral Documents have been duly executed and delivered by such Restricted Subsidiary. Any Note Guarantee”). (b) Notwithstanding Guarantee executed and delivered in accordance with this Section 11.02 shall be secured by a second Lien or charge on all Note Collateral of such Note Guarantor, subject to Section 4.13 hereof. Any such Note Guarantee shall be released if the foregoing, the Company shall not be obligated Issuers or its Restricted Subsidiaries cease to cause own any Equity Interests in such Restricted Subsidiary to guarantee the Notes to the extent that the grant of or if such Note Guarantee would be inconsistent Restricted Subsidiary becomes an Unrestricted Subsidiary in accordance with the Agreed Security Principles.terms of this Indenture. 106

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) thatIf, after the Issue Datedate of this Indenture, guarantees any Indebtedness of the Company or any GuarantorRestricted Subsidiary of the Company forms or acquires any Restricted Subsidiary, or assumes or in any other manner becomes liable with respect to any Indebtedness under then the Senior Facilities Agreement or any refinancing Indebtedness in respect thereofCompany shall cause such Restricted Subsidiary to, to simultaneously or prior thereto within 30 Business Days after the date of such event: (a) execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached hereto as Exhibit E and a notation of such Note Guarantee in the form attached as Exhibit D hereto or other appropriate agreement providing for pursuant to which such Restricted SubsidiarySubsidiary shall unconditionally guarantee all of the Company’s Note Guarantee obligations under the Notes and this Indenture on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary ; (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPVb) to execute and deliver a supplemental indenture substantially all supplements or joinders, as applicable, to the applicable Security Documents in order to gxxxx x Xxxx in the form of Exhibit D or other appropriate agreement providing for Collateral owned by such Restricted Subsidiary’s guarantee of the Notes on Subsidiary to the same terms and conditions extent as those that set forth in this Indenture, within 30 days of delivery of Indenture and the Company’s or CCM’s audited consolidated annual reports Security Documents and take all actions required by the Security Documents to perfect such Lien; and (c) deliver to the Trustee pursuant to Section 4.03 and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel, each certifying that show that such supplemental indenture and the other documents described in clause (b) above have been duly authorized, executed and delivered by such Restricted Subsidiary is not an Immaterial Subsidiary or and constitute a Permitted Purchase Obligations SPV (each valid and legally binding and enforceable obligations of such additional guarantee of the NotesRestricted Subsidiary, an “Additional Note Guarantee”). (b) Notwithstanding the foregoingsubject to customary exceptions. Thereafter, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would shall be inconsistent with the Agreed Security Principlesa Guarantor for all purposes.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after After the Issue Date, guarantees American Commercial Lines will cause each of its Restricted Subsidiaries (other than (w) any Indebtedness Foreign Subsidiary, (x) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience adverse regulatory consequences as a result providing a guarantee of the Notes (so long as, in the case of this clause (x), such Restricted Subsidiary has not provided a guarantee of any other Debt of the Company or any Guarantor, or assumes or ) and (y) any Receivable Subsidiary) that (A) Incurs any Debt in any other manner becomes liable with respect to any Indebtedness under the Senior Facilities Agreement or any refinancing Indebtedness an aggregate principal amount in respect thereof, to simultaneously or prior thereto execute and deliver a supplemental indenture substantially in the form excess of Exhibit D hereto or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary $10.0 million (other than Debt permitted to be Incurred pursuant to the IssuerNon-Guarantor Exceptions or clauses (v), an Immaterial Subsidiary or a Permitted Purchase Obligations SPV(viii), (ix), (x), (xi), (xii), (xiii), (xvi), (xvii) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee (xix) of the Notes on definition “Permitted Debt”) at any time outstanding or (B) guarantees any Debt (other than pursuant to the same terms Non-Guarantor Exceptions and conditions as those set forth in this Indenture, within 30 days of delivery the Permitted Debt clauses referred to above) of the Company’s Company or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (Guarantors, in each such additional guarantee of the Notescase, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes pursuant to a supplemental indenture in accordance with Article IX of this Indenture. Such Guarantor will also enter into a joinder agreement to the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Company, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to American Commercial Lines, to cause the Note Liens created by the Security Agreement, Pledge Agreement and the other applicable Security Documents to be duly perfected to the extent that required by such agreement in accordance with all applicable law, including the grant filing of such Note Guarantee would be inconsistent with financing statements in the Agreed Security Principlesjurisdictions of incorporation or formation of the Company and the Guarantors.

Additional Note Guarantees. (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Indebtedness of If the Company or any Guarantor, of its Restricted Subsidiaries acquires or assumes creates another Domestic Subsidiary after the date of this Indenture that either Guarantees or in any other manner becomes liable with respect to incurs any Indebtedness under the Senior Facilities Agreement (other than intercompany Indebtedness that is not pledged to secure third-party Indebtedness), then that newly acquired or any refinancing Indebtedness in respect thereof, to simultaneously or prior thereto created Domestic Subsidiary will become a Guarantor and execute and deliver a supplemental indenture substantially in and deliver an Opinion of Counsel satisfactory to the form Trustee within 20 business days of Exhibit D hereto the date on which it was acquired or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In additioncreated; provided, the Company shall cause each Restricted however, that any Domestic Subsidiary (other than the Issuer, that constitutes an Immaterial Subsidiary or need not become a Permitted Purchase Obligations SPV) Guarantor until such time as it ceases to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or CCM’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not be an Immaterial Subsidiary; provided further, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries or Receivables Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries or Receivables Subsidiaries, as applicable, will not have to comply with the requirements of this Section 4.17. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Domestic Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of without rendering the Notes, an “Additional Note Guarantee”). (b) Notwithstanding , as it relates to such Domestic Subsidiary, void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant rights of creditors generally. The form of such Note Guarantee would be inconsistent with the Agreed Security Principlesis attached as Exhibit E hereto.