Exhibit










Exhibit 10.12




November 27, 2017


Calumet Specialty Products Partners, L.P.
2780 Waterfront Parkway East Drive, Suite 200
Indianapolis, Indiana  46214
Attention:  D. West Griffin,     Executive Vice President and Chief Financial Officer


		
	Re:
	Second Amended and Restated Credit Agreement dated as of July 14, 2014 (as the same may be amended or otherwise modified, the "Credit Agreement"), among Calumet Specialty Products Partners, L.P. ("MLP Parent"), certain Subsidiaries of MLP Parent party thereto, the Lenders party thereto, and Bank of America, N.A., as agent for the Lender ("Agent"); all capitalized terms used herein, unless otherwise defined herein, shall have the same meaning as in the Credit Agreement


Ladies and Gentlemen:


Borrower Agent has advised Agent and Lenders that Obligors will not be able to deliver the financial statements for the Fiscal Quarter ended September 30, 2017 (the "9/30/17 Financial Statements") within the number of days after such Fiscal Quarter end required by Section 9.1.1(b) of the Credit Agreement.  In accordance with Section 13.1.1 of the Credit Agreement, Borrower Agent has requested that Required Lenders consent to Obligors' departure from the requirements of Section 9.1.1(b) of the Credit Agreement with respect to the delivery of the 9/30/17 Financial Statements.
Each of the undersigned Lenders consents to Obligors' departure from Section 9.1.1(b) of the Credit Agreement with respect to the timely delivery of the 9/30/17 Financial Statements, which consent is subject to Obligors' compliance with the agreements set forth in this letter (this "Consent Letter") below.
To induce Agent and Required Lenders to agree to the terms of this Consent Letter, Borrowers (by their execution below) hereby agree as follows:
1.Obligors will deliver to Agent the 9/30/17 Financial Statements meeting the requirements of Section 9.1.1(b) of the Credit Agreement on or before December 31, 2017.  The failure to deliver such financial statements by such date shall constitute an Event of Default.


2.The agreements of Lenders set forth herein shall not be deemed a consent to the departure from or a waiver of: (a) Section 9.1.1(b) of the Credit Agreement for any purpose other than as specifically set forth herein with respect to the 9/30/17 Financial Statements, (b) any other covenant or condition in any Credit Document, or (c) any Default that may otherwise arise or that may be reflected in the financial statements delivered pursuant to paragraph 1 above.  The failure to comply fully with Section 9.1.1(b) of the Credit Agreement with respect to any other date, year, time or other matter shall constitute an Event of Default.


3.Except as specifically set forth herein, all terms and provisions of the Credit Documents, all rights of Agent and Lenders thereunder and all obligations of Obligors thereunder shall remain in full force and effect and are ratified and confirmed in all respects.


4.The Credit Agreement and the other Credit Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.




Consent Letter, Page 1







Each Borrower also represents and warrants to Agent and each Lender that the following statements are true, correct and complete:  (a) no Default has occurred and is continuing and (b) the representations and warranties set forth in the Credit Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date (except for representations and warranties that expressly relate only to an earlier date, which shall be true and correct on such date).
This Consent Letter embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the subject matter hereof, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto.  This Consent Letter is to be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction.  This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.  This Consent Letter may be executed in one or more counterparts and on telecopied or other electronically reproduced counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
The consent contemplated by this Consent Letter may be granted with the agreement of Required Lenders, which term is defined in the Credit Agreement to mean Lenders having more than fifty percent (50%) of the Revolving Commitments (such percentage applicable to a Lender, herein such Lender's "Required Lender Percentage").  For purposes of determining the effectiveness of this Consent Letter, each Lender's Required Lender Percentage is set forth on Schedule 1 attached hereto. 




Consent Letter, Page 2










Very truly yours,


BANK OF AMERICA, N.A.,
as Agent, a Lender and an Issuing Bank
By: /s/ Hance VanBeber                        
Name:    Hance VanBeber
Title:     Senior Vice President


Accepted and agreed to
as of November 27, 2017:




	
		
	 
	BORROWERS:




CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.


By:    Calumet GP, LLC, its general partner


By:      /s/ D. West Griffin                    
Name:  D. West Griffin
Title:  Executive Vice President and Chief Financial Officer




CALUMET OPERATING, LLC


By: /s/ John R. Krutz                         
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET REFINING, LLC


By:  /s/ John R. Krutz                             
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET SHREVEPORT REFINING, LLC


By:    Calumet Refining, LLC, its sole member


By:      /s/ John R. Krutz                     
Name:  John R. Krutz
Title:  Vice President - Finance




Consent Letter Signature Page









CALUMET SAN ANTONIO REFINING, LLC


By:    Calumet Refining, LLC, its sole member


By:      /s/ John R. Krutz                     
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET MONTANA REFINING, LLC


By:    Calumet Refining, LLC, its sole member


By: /s/ John R. Krutz                          
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET MISSOURI, LLC


By:    Calumet Refining, LLC, its sole member


By:      /s/ John R. Krutz                     
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET KARNS CITY REFINING, LLC


By:     Calumet Refining, LLC, its sole member


By: /s/ John R. Krutz                          
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET FINANCE CORP.


By:  /s/ John R. Krutz                             
Name:  John R. Krutz
Title:  Vice President-Finance and Treasurer




CALUMET BRANDED PRODUCTS, LLC


By:  /s/ John R. Krutz                             
Name:  John R. Krutz
Title:  Vice President - Finance






Consent Letter Signature Page







BEL-RAY COMPANY, LLC


By:    Calumet Branded Products, LLC, its sole member


By:  /s/ John R. Krutz                     
Name:  John R. Krutz
Title:  Vice President - Finance




CALUMET INTERNATIONAL, INC. 


By: /s/ John R. Krutz                              
Name:  John R. Krutz
Title:  Vice President-Finance and Treasurer




KURLIN COMPANY, LLC


By:    Calumet International, Inc., its sole member


By:  /s/ John R. Krutz                         
Name:  John R. Krutz
Title:  Vice President - Finance




OTHER LENDERS:


WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
as Co-Syndication agent and a Lender


By: /s/ Lynn Fiore                    
Name:    Lynn Fiore
Title:    Duly Authorized Signatory


JPMORGAN CHASE BANK, N.A.,
as Co-Syndication Agent and a Lender
By: /s/ Christy L. West                    
Name:    Christy L. West                    
Title:Authorized Officer                     


DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By: /s/ Juan J. Meta                    
Name:    Juan J. Meta                
Title: Director                    




Consent Letter Signature Page









By: /s/ Rodrigo Torres                        
Name:    Rodrigo Torres                
Title: Vice President                


PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent and a Lender
By: /s/ Scott Goldstein                        
Name: Scott Goldstein                    
Title: Senior Vice President                    


U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/     Rod Swenson                
Name:    Rod Swenson                
Title: Vice President                    


REGIONS BANK, as a Lender
By: /s/ Davis Sutrinaitis                    
Name:Davis Sutrinaitis                        
Title:     Vice President                    


BARCLAYS BANK PLC, as a Lender
By: /s/ May Huang                    
Name:    May Huang                
Title: Assistant Vice President                    


NATIXIS, as a Lender
By: /s/ Brice Le Foyer                    
Name:    Brice Le Foyer                    
Title: Director                    


By: /s/ Carlos Quinteros                    
Name:    Carlos Quinteros                        
Title: Managing Director                    




Consent Letter Signature Page







COMPASS BANK, as a Lender
By: /s/ April Chan                    
Name:    April Chan                
Title:     Executive Director                
GOLDMAN SACHS BANK USA, as a Lender
By: /s/ Chris Lam                    
Name:    Chris Lam                
Title:     Authorized Signatory                


ROYAL BANK OF CANADA, as a Lender
By:                     
Name:                    
Title:                     


SIEMENS FINANCIAL SERVICES, as a Lender
By:                     
Name:                    
Title:                     


By:                     
Name:                    
Title:                     


BMO HARRIS BANK, N.A., as a Lender
By: /s/ Terrence McKenna                    
Name:    Terrence McKenna                
Title: Vice President                    


THE BANK OF TOKYO-MITSUBISHI UFJ, as a Lender
By: /s/ John R. Lilly, Jr.                     
Name:    John R. Lilly, Jr.                     
Title: Director                    




Consent Letter Signature Page










Schedule 1
to
Consent Letter


REQUIRED LENDER PERCENTAGE






	
			
	Lender
	Commitment
	Applicable 
Percentage

	Bank of America, N.A.
	$141,750,000.00
	15.75%

	Wells Fargo Bank, National Association
	$123,750,000.00
	13.75%

	JPMorgan Chase Bank, N.A.
	$103,500,000.00
	11.50%

	U.S. Bank National Association
	$ 72,000,000.00
	8.00%

	Deutsche Bank Trust Company Americas
	$ 63,000,000.00
	7.00%

	Natixis 
	$ 54,000,000.00
	6.00%

	PNC Bank, National Association
	$ 54,000,000.00
	6.00%

	Regions Bank
	$ 54,000,000.00
	6.00%

	Royal Bank of Canada
	$ 45,000,000.00
	5.00%

	Barclays Bank PLC
	$ 45,000,000.00
	5.00%

	The Bank of Tokyo-Mitsubishi UFJ
	$ 40,500,000.00
	4.50%

	Compass Bank
	$ 29,250,000.00
	3.25%

	BMO Harris Bank, N.A.
	$ 24,750,000.00
	2.75%

	Goldman Sachs Bank USA
	$ 24,750,000.00
	2.75%

	Siemens Financial Services
	$ 24,750,000.00
	2.75%

	Total
	$900,000,000.00
	100%








SCHEDULE 1, Solo Page