exv10w4



 






AMENDMENT NO. 1




TO CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




     This Amendment No. 1 to Contribution, Conveyance and Assumption Agreement (the
“Amendment”) is entered into as of February 8, 2006, by and among F. WILLIAM GRUBE, an
individual (“Grube”), JANET KRAMPE GRUBE, an individual (“Grube Wife”), JANET KRAMPE GRUBE
GRANTOR RETAINED ANNUITY TRUST DATED JANUARY 31, 2002, an Indiana trust (“Grube Trust I”),
JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED MARCH 18, 2004, an Indiana trust
(“Grube Trust II”), FRED M. FEHSENFELD, JR., an individual (“Fehsenfeld, Jr.”),
MILDRED L. FEHSENFELD IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR.
AND HIS ISSUE, an Indiana trust (“Fehsenfeld Trust I”), MAGGIE FEHSENFELD TRUST NUMBER 106
FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE, an Indiana trust (“Fehsenfeld
Trust II”), CALUMET, INCORPORATED, an Indiana corporation (“Calumet Inc.”), THE
HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a Delaware limited
liability company (“GP LLC”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited
partnership (“MLP”), CALUMET OPERATING, LLC, a Delaware limited liability company
(“OLLC”), CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited partnership
(“Calumet LP”), CALUMET SALES COMPANY INCORPORATED, a Delaware corporation
(“Reseller”), CALUMET HOLDING, LLC, a Delaware limited liability company
(“Holding”), CALUMET PENNSYLVANIA, LLC, a Delaware limited liability company (“Calumet
PA”), CALUMET LP GP, LLC, a Delaware limited liability company (“Calumet LP GP”),
CALUMET SHREVEPORT PACKAGING, LLC, an Indiana limited liability company (“Shreveport
Packaging”), and CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability company
(“Shreveport Fuels”). The above-named entities are referred to in this Amendment each as
an “Amendment Party” and collectively as the “Amendment Parties.”



RECITALS




     WHEREAS, the Amendment Parties (other than Shreveport Fuels, the “Original Parties”)
entered into a Contribution Conveyance and Assumption Agreement, dated as of January 31, 2006 (the
“Original Agreement”), providing for various contributions, distributions and assumptions
of various assets and liabilities by and among the Original Parties;



     WHEREAS, Shreveport Fuels was not one of the Original Parties to the Original Agreement, but
is the contractor under those certain agreements set forth on Schedule B to the Original Agreement,
all of which constitute Non-Qualifying Income Assets;



     WHEREAS, Calumet LP intended to convey all its and its subsidiaries’ right, title and interest
in the Non-Qualifying Income Assets to Reseller, and Shreveport Fuels desires to carry out that
intention of Calumet LP;



     WHEREAS, the Original Parties wish to add Shreveport Fuels as a party to the Original
Agreement; and



 









 





     WHEREAS, the Original Parties wish to amend the Original Agreement as set forth herein
pursuant to and in accordance with Section 8.9 of the Original Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual terms, conditions and
agreements set forth herein, the parties hereto hereby agree as follows:



AGREEMENT




     Section 1. Defined Terms. All capitalized terms used and not defined herein have the
meanings set forth in the Original Agreement.



     Section 2. Amendment to Introductory Paragraph. The introductory paragraph of the
Original Agreement is hereby amended and restated as follows:




“This Contribution, Conveyance and Assumption Agreement, dated as of January 31, 2006, is
entered into by and among F. WILLIAM GRUBE, an individual (“Grube”), JANET KRAMPE
GRUBE, an individual (“Grube Wife”), JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST DATED
JANUARY 31, 2002, an Indiana trust (“Grube Trust I”), JANET KRAMPE GRUBE GRANTOR
RETAINED ANNUITY TRUST DATED MARCH 18, 2004, an Indiana trust (“Grube Trust II”),
FRED M. FEHSENFELD, JR., an individual (“Fehsenfeld, Jr.”), MILDRED L. FEHSENFELD
IRREVOCABLE INTERVIVOS TRUST FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE,
an Indiana trust (“Fehsenfeld Trust I”), MAGGIE FEHSENFELD TRUST NUMBER 106 FOR THE
BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE, an Indiana trust (“Fehsenfeld
Trust II”), CALUMET, INCORPORATED, an Indiana corporation (“Calumet Inc.”), THE
HERITAGE GROUP, an Indiana general partnership (“THG”), CALUMET GP, LLC, a Delaware
limited liability company (“GP LLC”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a
Delaware limited partnership (“MLP”), CALUMET OPERATING, LLC, a Delaware limited
liability company (“OLLC”), CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana
limited partnership (“Calumet LP”), CALUMET SALES COMPANY INCORPORATED, a Delaware
corporation (“Reseller”), CALUMET HOLDING, LLC, a Delaware limited liability company
(“Holding”), CALUMET PENNSYLVANIA, LLC, a Delaware limited liability company
(“Calumet PA”), CALUMET LP GP, LLC, a Delaware limited liability company
(“Calumet LP GP”), CALUMET SHREVEPORT PACKAGING, LLC, an Indiana limited liability
company (“Shreveport Packaging”), and CALUMET SHREVEPORT FUELS, LLC, an Indiana
limited liability company (“Shreveport Fuels”). The above-named entities are
sometimes referred to in this Agreement each as a “Party” and collectively as the
“Parties.” Capitalized terms used herein shall have the meanings assigned to such
terms in Section 1.1.”



     Section 3. Amendment to Recitals. The second paragraph of the third Recital of the
Original Agreement is hereby deleted in its entirety and replaced with the following.




2









 





     “2. Shreveport
Fuels will convey all of its right, title and interest in the Non-Qualifying Income Assets to Reseller as a
capital contribution.”



     Section 4. Amendment to Definitions. The definition of “Revolving Credit Facility” is
amended and restated as follows:




"“Revolving Credit Facility” means that $225,000,000 Revolving Credit Agreement
dated as of December 9, 2005, by and among Calumet LP, Shreveport, Calumet Shreveport
Lubricants & Waxes, LLC, an Indiana limited liability company (“Shreveport L&W”),
and Shreveport Fuels, as Borrowers, Bank of America, N.A., as Administrative Agent and
Lender, and the other Lenders party thereto.”



     Section 5. Amendment to Section 2.2. Section 2.2 of the Original Agreement is hereby
amended and restated as follows:




“Section 2.2 Contribution of Non-Qualifying Income Assets by Shreveport Fuels to
Reseller. Shreveport Fuels hereby grants, contributes, bargains, conveys, assigns,
transfers, sets over and delivers to Reseller, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to the Non-Qualifying Income
Assets, and Reseller hereby accepts such assets as a contribution to the capital of
Reseller.




TO HAVE AND TO HOLD the Non-Qualifying Income Assets unto Reseller, its successors and
assigns, together with all and singular the rights and appurtenances thereto in any way
belonging, subject, however, to the terms and conditions stated in this Agreement, forever.”



     Section 6. No Other Amendments. Except as set forth herein, the Original Agreement
remains in full force and effect.



     Section 7. Counterparts; Facsimile. This Amendment may be executed in one or more
counterparts, and by the parties in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
agreement. The Amendment Parties agree that any document or signature delivered by facsimile
transmission shall be deemed an original executed document for all purposes hereof.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




3









 





     IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the Amendment Parties as of
the date first written above.



	 	 	 	 	 
	 	 	 
	 	                                              /s/ F. WILLIAM GRUBE
 	 
	 	F. WILLIAM GRUBE 	 
	 	 	 
	 
	 	 	 
	 	                                              /s/ JANET KRAMPE GRUBE
 	 
	 	JANET KRAMPE GRUBE 	 
	 	 	 
	 
	 	JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST
DATED JANUARY 31, 2002

 	 
	 	By:  	/s/ Janet K. Grube
 	 
	 	 	Janet K. Grube 	 
	 	 	Trustee 	 
	 
	 	JANET KRAMPE GRUBE GRANTOR RETAINED ANNUITY TRUST
DATED MARCH 18, 2004

 	 
	 	By:  	/s/ Janet K. Grube
 	 
	 	 	Janet K. Grube 	 
	 	 	Trustee 	 
	 
	 	 	 
	 	                                              /s/ FRED M. FEHSENFELD, JR.
 	 
	 	FRED M. FEHSENFELD, JR. 	 
	 	 	 
	 
	 	MILDRED L. FEHSENFELD IRREVOCABLE INTERVIVOS TRUST
FOR THE BENEFIT OF FRED MEHLERT FEHSENFELD, JR. AND
HIS ISSUE

 	 
	 	By:  	/s/ James C. Fehsenfeld
 	 
	 	 	James C. Fehsenfeld 	 
	 	 	Trustee 	 
	 



Signature Page to Amendment No. 1 to

Contribution, Conveyance and Assumption Agreement





 









 





	 	 	 	 	 
	 	MAGGIE FEHSENFELD TRUST NUMBER 106 FOR THE BENEFIT OF
FRED MEHLERT FEHSENFELD, JR. AND HIS ISSUE

 	 
	 	By:  	/s/ James C. Fehsenfeld
 	 
	 	 	James C. Fehsenfeld 	 
	 	 	Trustee 	 
	 
	 	THE HERITAGE GROUP

 	 
	 	By:  	/s/ Fred M. Fehsenfeld, Jr.
 	 
	 	 	Fred M. Fehsenfeld, Jr. 	 
	 	 	Chief Executive Officer 	 
	 
	 	CALUMET, INCORPORATED

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	R. Patrick Murray, II 	 
	 	 	Vice President and Chief Financial Officer 	 
	 
	 	CALUMET GP, LLC

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	R. Patrick Murray, II 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



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

	 	 	 	By:
	 	/s/ R. Patrick Murray, II
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial Officer	 	 






Signature Page to Amendment No. 1 to

Contribution, Conveyance and Assumption Agreement




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	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	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET LP GP, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Calumet, Incorporated, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Calumet, Incorporated, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET SALES COMPANY INCORPORATED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ R. Patrick Murray, II	 	 
	 	 	 	 	 	 	 
	 	 	 	 	R. Patrick Murray, II	 	 
	 	 	 	 	Vice President and Chief Financial Officer	 	 






Signature Page to Amendment No. 1 to

Contribution, Conveyance and Assumption Agreement




 









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET PENNSYLVANIA, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By: Calumet Lubricants Co., Limited Partnership, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Calumet, Incorporated, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET HOLDING, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By: Calumet Lubricants Co., Limited Partnership, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: Calumet, Incorporated, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	R. Patrick Murray, II	 	 
	 

	 	 	 	 	 	 	 	Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET SHREVEPORT PACKAGING, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ R. Patrick Murray, II	 	 
	 	 	 	 	 	 	 
	 	 	Name: R. Patrick Murray, II	 	 
	 	 	Title: Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CALUMET SHREVEPORT FUELS, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ R. Patrick Murray, II	 	 
	 	 	 	 	 	 	 
	 	 	Name: R. Patrick Murray, II	 	 
	 	 	Title: Vice President and Chief Financial Officer	 	 






Signature Page to Amendment No. 1 to

Contribution, Conveyance and Assumption Agreement