exv10w2







Exhibit 10.2


 





COLLATERAL TRUST AGREEMENT




Dated as of April 21, 2011



among



CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,

a limited partnership organized under the laws of the State of Indiana,



THE GUARANTORS

party hereto from time to time,



THE SECURED HEDGE COUNTERPARTIES

party hereto from time to time,



and



BANK OF AMERICA, N.A.,

as Administrative Agent



 





 









 








COLLATERAL TRUST AGREEMENT




          This COLLATERAL TRUST AGREEMENT (this “Agreement”), dated as of April 21, 2011, is entered
into by and among Calumet Lubricants Co., Limited Partnership, a limited partnership organized
under the laws of the State of Indiana (“Calumet”), the Guarantors from time to time party hereto,
each Secured Hedge Counterparty from time to time party hereto and Bank of America, N.A. (“Bank
of America”), in its capacity administrative agent for the benefit of the Secured Hedge
Counterparties (the “Administrative Agent”). Terms used and not defined in this preamble or
in the recitals are defined in Section 1.1.




          WHEREAS, on the date hereof, Calumet and each of the Secured Hedge Counterparties listed on
Schedule I are party to the Secured Hedge Agreement set forth opposite such Secured Hedge
Counterparty’s name on Schedule I;




          WHEREAS, concurrently with the execution and delivery of this Agreement, certain Transaction
Parties have entered into the Mortgage Instruments or amendments thereto, pursuant to which such
Transaction Parties have encumbered in favor of the Administrative Agent, for the benefit of the
Secured Hedge Counterparties, the fee interest and/or leasehold interest of such Transaction Party
in such Transaction Party’s Mortgaged Properties;




          WHEREAS, concurrently with the execution and delivery of this Agreement, the
Transaction Parties and the Administrative Agent have entered into an Amended and Restated
Security and Pledge Agreement (the “Security Agreement”), pursuant to which such
Transaction
Parties have granted to the Administrative Agent, for the benefit of the Secured Hedge
Counterparties, a security interest in and to all Property of such Transaction Parties, as set
forth
therein; and




          WHEREAS, the parties hereto now desire to enter into this Agreement to set forth their mutual
understanding with respect to the appointment of Bank of America, as Administrative Agent on behalf
of the Secured Hedge Counterparties under the Mortgage Instruments, the Security Agreement and the
other Collateral Documents.




          NOW, THEREFORE, for and in consideration of the premises and of the covenants herein contained, and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:




ARTICLE 1 DEFINITIONS



Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the
meanings set forth below:




                   “Account” has the meaning specified in the UCC, including all rights to payment for goods
sold or leased, or for services rendered.




                   “Administrative Agent” has the meaning given to such term in the preamble.








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          “Administrative Agent’s Office” means the Administrative Agent’s address for notices
set forth on the Administrative Agent’s signature page to this Agreement, or such other address as
the Administrative Agent may from time to time notify to Calumet and the Secured Hedge
Counterparties in accordance with Section 7.2(c).




          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common Control with
the Person specified.




          “Aggregate Exposure” means, for any date of determination, the sum of all Secured Hedge
Counterparties’ Exposure.




          “Agreement” has the meaning given to such term in the preamble.




          “Approved Counterparty” means any of the following: (a) J. Aron & Company, Koch Supply &
Trading, LP, Merrill Lynch Commodities, Inc., JPMorgan Chase Bank, N.A., Bank of America, N.A., or
any successor by merger of the foregoing (together with any trading affiliate of any of foregoing
entities that has comparable credit support, if any, from the applicable parent entity), and (b)
any other Person (or such Person’s parent entity if such Person receives comparable credit support
from such parent entity) whose senior unsecured debt ratings, if any, otherwise, the corporate
credit rating or issuer rating, as the case may be (as of the date that the applicable hedge is
entered into), are not less than A3 from Moody’s Investors Service, Inc. or A- from Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successors thereto.




          “Bank of America” has the meaning given to such term in the preamble.




          “Bankruptcy Code” means the Bankruptcy Code in Title 11 of the United States Code, as
amended, modified, succeeded or replaced from time to time.




          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial
banks are authorized to close under the Laws of, or are in fact closed in, the state where the
Administrative Agent’s Office is located.




          “Calumet” has the meaning given to such term in the preamble.




          “Capital Lease” means, as applied to any Person, any lease of any Property (whether real,
personal or mixed) by that Person as lessee which, in accordance with GAAP, is required to be
accounted for as a capital lease on the balance sheet of that Person.




          “Capital Stock” means (a) in the case of a corporation, capital stock, (b) in the case of
an association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.








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          “CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act (42
U.S.C. § 9601 et seq .), as amended.




          “Collateral” means, subject to the proviso at the end of this definition, all of the
present and future assets and property of each Transaction Party, whether real, personal or mixed,
including:




          (a) all of the following present and future Property of Calumet:





          (i) all present and future real Property, fixtures, machinery and other Equipment comprising or
used for or in connection with the Refinery Properties, the Terminal Property and any domestic
operating facility owned by Calumet;




          (ii) all present and future patents and patent license rights, trademarks and trademark license
rights, copyrights and copyright license rights, trade secrets and processes and other intellectual
property;




          (iii) all other present and future machinery and other Equipment,
goods, real Property (whether owned or leased), fixtures, financial assets, investment Property,
commercial tort claims and hedge agreements;




          (iv) the PP&E Proceeds Account and all cash from time to time on
deposit in the PP&E Proceeds Account; and




          (v) chattel paper, documents and instruments;



          (b) all proceeds (including, without limitation, insurance proceeds) and products of the Property
and assets described in the foregoing clause (a); provided, however,that the
Collateral shall not include any “Posted Credit Support” (as defined in any Secured Hedge
Agreement), any Working Capital Priority Collateral or any Excluded Property.




          “Collateral Documents” means this Agreement, the Security Agreement, the Mortgage
Instruments, the PP&E Proceeds Account Control Agreement and such other security or collateral
documents as may be executed and delivered by the Transaction Parties pursuant to the terms of any
Secured Hedge Agreement.




          “Consolidated Parties” means Calumet Specialty Products Partners, L.P., a Delaware limited
partnership, and each of its Subsidiaries.




          “Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto.




           “Debtor Relief Laws” means the Bankruptcy Code and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or







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other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.




          “Default Event” means, upon the Administrative Agent’s receipt of written notice thereof in
accordance with Section 6.1(a) or Section 6.1(b), a Hedge Agreement Default.




          “Default Notice”has the meaning given to such term in Section 6.1(c).




          “Domestic Subsidiary” means any Subsidiary of a Consolidated Party that is organized under
the laws of any political subdivision of the United States.




          “Due Date” has the meaning set forth in Section 7.3(c)(ii).




          “Environmental Law” means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees or other legally-binding governmental
restrictions relating to pollution and the protection of the environment or the release of any
materials into the environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.




          “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Transaction Party or any of their respective Subsidiaries directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the Environmental Release or threatened Environmental Release of any
Hazardous Materials into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.




          “Environmental Release” means a release as defined in CERCLA or under any other
Environmental Law.




          “Equipment” has the meaning specified in the UCC, including all machinery, apparatus, equipment,
fittings, furniture, fixtures, motor vehicles and other tangible personal Property (other than
Inventory), and all parts, accessories and special tools therefor, and accessions thereto.




          “Excluded Property” means, with respect to any Transaction Party, including any Person that
becomes a Transaction Party after the date hereof, (a) any leased real Property which (i) has an
actual, annual rent less than U.S.$5,000,000 or (ii) is located outside of the United States, (b)
any owned real or personal Property which is located outside of the United States and which has a
net book value of less than $1,000,000, provided that the aggregate net book value of all real or
personal Property of all of the Transaction Parties excluded pursuant to this clause (b) shall not
exceed $2,000,000, (c) any other owned real Property located in the United States which has a net
book value of less than $250,000, provided that the aggregate net book value of all real Property
of all of the Transaction Parties excluded pursuant to this clause (c) shall not exceed $500,000,
(d) the leased Real Property located in Indianapolis, Indiana and The Woodlands, Texas and
described in the Secured Hedge Agreements, and any other leased real







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Property that is a lease of office space being used for administrative or similar corporate
support services and that is not part of any Refinery Property, (e) any leased personal Property,
(f) any owned personal Property (including, without limitation, motor vehicles) in respect of which
perfection of a Lien is not either governed by the Uniform Commercial Code or effected by
appropriate evidence of the Lien being filed in either the United States Copyright Office or the
United States Patent and Trademark Office, (g) any Pledged Purchase Property and (h) any catalyst
elements and precious metals necessary for the operation of the refinery assets of the Consolidated
Parties in the Ordinary Course of Business.




          “Exposure” means, for any Secured Hedge Counterparty, on any date of determination, the
greater of (i) U.S.$l0,000,000 and (ii) an amount determined in good faith by the applicable Secured
Hedge Counterparty equal to the amount, if any, that would be or is payable by Calumet to such
Secured Hedge Counterparty under the Secured Hedge Agreement with such Secured Hedge Counterparty,
as if (a) each such Secured Hedge Agreement were being terminated early on such date of
determination due to a “Termination Event”, “Event of Default”, “Additional Event of Default”, or
“Additional Termination Event”, where Calumet is the sole “Affected Party,” or the sole “Defaulting
Party”, as applicable, and (b) the Secured Hedge Counterparty were the sole party determining such
payment amount (with the applicable Secured Hedge Counterparty making such determination reasonably
in accordance with the provisions of the above-described Secured Hedge Agreement). If, as of the
date of determination, any Secured Hedge Agreement has been terminated and a payment is expected to
become due to the relevant Secured Hedge Counterparty in respect of such termination, then, for
purposes of calculating its Exposure hereunder, (i) until such termination payment has been
calculated pursuant to the terms of the Secured Hedge Agreement, such Secured Hedge Counterparty
shall reasonably estimate the amount of such termination payment, and (ii) after such termination
payment has been calculated pursuant to the terms of the Secured Hedge Agreement, the actual
termination payment (including any accrued interest due thereon) shall be used.




          “Governmental Authority” means the government of the United States or any other nation, or
of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).




          “Group Transaction Documents” means, collectively, all of the Transaction Documents of all
Secured Hedge Counterparties.




          “Guarantors” means, as of the date hereof, each Person set forth on Schedule II, and each
other Person that subsequently becomes a Guarantor under any Secured Hedge Agreement.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon







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gas, infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.




          “Hedge Agreement Default” means any event or condition that constitutes an “Event of
Default”, “Potential Event of Default” or a “Termination Event”, where Calumet or any other
Transaction Party is the sole “Defaulting Party” or the sole “Affected Party”, respectively, under,
and as defined in, any Group Transaction Document




          “Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement
dated as of the date hereof by and among the Administrative Agent, Bank of America, N.A., as
administrative agent for the lenders party to that certain Credit Agreement dated as of December 9,
2005 by and among the Transaction Parties, the lenders party thereto from time to time and the
administrative agent, and the Transaction Parties.




          “Inventory” has the meaning specified in the UCC, including all goods intended for sale,
lease, display or demonstration; all work in process; and all raw materials, and other materials
and supplies of any kind that are or could be used in connection with the manufacture, printing,
packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or
consumed in a Transaction Party’s business (but excluding Equipment).




          “Joinder” has the meaning given to such term in Article 5.




          “Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit A,
executed and delivered by a new Secured Hedge Counterparty in accordance with the provisions of
Section 5.1.




          “Joinder Certificate” means a Joinder Certificate substantially in the form of Exhibit B,
executed and delivered by Calumet in accordance with the provisions of Section 5.2.




          “Laws” means all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines, regulations, ordinances, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and
agreements with, any Governmental Authority.




          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).




          “Majority Vote Action” means the approval, consent or determination hereunder by the
holders of more than 50% of the Aggregate Exposure of the Secured Hedge Counterparties.







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          “Material Adverse Effect” means (a) a material adverse change in, or a material
adverse effect upon, the condition or value of the Collateral, (b) a material impairment of ability
of any Transaction Party to perform its obligations under any Group Transaction Document to which
it is a party, or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against any Transaction Party of any Group Transaction Document to which it is a
party.




          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.




          “Mortgage Instruments” means each of the mortgages, deeds of trust or deeds to secure debt
(as the same may be amended, modified, restated or supplemented from time to time) encumbering the
fee interest and/or leasehold interest of the applicable Transaction Party in each of the Mortgaged
Properties in favor of the Administrative Agent, on behalf of the Secured Hedge Counterparties.




          “Mortgaged Properties” means each of the Refinery Properties, the Terminal Property and
each of the other Real Properties designated on Schedule III as a Mortgaged Property.




          “Ordinary Course of Business” means, with respect to any Person, the ordinary course of
business of such Person, consistent with past practices and undertaken in good faith (and not for
the purpose of evading any provision of a Group Transaction Document).




          “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.




          “Pledged Purchased Property” means Property that is subject to a Lien securing only
purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Lease
Obligations) incurred after the date hereof by any Consolidated Party to finance fixed assets.




          “PP&E Proceeds Account” is defined in the Security Agreement.




          “PP&E Proceeds Account Control Agreement” means an agreement among the Calumet, Bank of
America or an Affiliate thereof, as depository institution or securities intermediary, as
applicable, and the Administrative Agent, in a form reasonably acceptable to the Administrative
Agent and Calumet, and which provides the Administrative agent with “control” as such term is used
in the UCC, while also providing to Calumet the ability to select investment options for the
balance therein that provide customary rates or return for cash equivalents.




          “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.




          “Real Properties” means, at any time, each of the facilities and real Properties owned,
leased or operated by the Consolidated Parties at such time.




          “Record Date” has the meaning set forth in Section 7.3(c)(ii).







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          “Refinery Properties” means each of the refinery facilities owned and operated by the
Consolidated Parties and located in Princeton, Louisiana, Cotton Valley, Louisiana and Shreveport,
Louisiana, respectively, and each of the specialty hydrocarbon processing facilities owned and
operated by the Consolidated Parties and located in Karns City, Pennsylvania and Dickinson, Texas.




          “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.




          “Responsible Officer” means, with respect to any Person, the chief executive officer,
president, chief financial officer, treasurer or assistant treasurer of such Person. Any document
delivered hereunder that is signed by a Responsible Officer of a Person shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the
part of such Person and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Person.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw- Hill Companies,
Inc., and any successor thereto.




          “Secured Hedge Agreement” means any Swap Contract entered into by a Transaction Party for
commodities traded by such Transaction Party in the ordinary course of business (regardless of
whether such Swap Contract is effected by means of a futures contract, an over-the-counter hedging
agreement or otherwise) that is (a) in effect on the date hereof with a Secured Hedge Counterparty
or (b) is entered into after the date hereof with a counterparty that is or becomes a Secured Hedge
Counterparty at the time such Swap Contract is entered into.




          “Secured Hedge Counterparty” means any Approved Counterparty that enters into a Secured
Hedge Agreement and is a party hereto (including by joinder in accordance with Article 5).




          “Secured Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Transaction Party arising under any Group Transaction Document,
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or
to become due, now existing or hereafter arising and including interest, expenses, costs and fees
that accrue after the commencement by or against any Transaction Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.




          “Security Agreement” has the meaning given to such term in the recitals.




          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of Capital Stock having ordinary
voting power for the election of directors or other governing body (other than Capital Stock having
such power only by reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise







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specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of Calumet.




          “Subsidiary Guaranties” means each of the guaranties delivered, separately, to each Secured
Hedge Counterparty by the Guarantors guaranteeing the Secured Obligations of such Secured Hedge
Counterparty.




          “Super Majority Vote Action” means the approval, consent or determination hereunder by the
holders of more than 66% of the Aggregate Exposure of the Secured Hedge Counterparties.




          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.




          “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or
possession of Property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).




          “Terminal Property” means the terminal facility owned and operated by Calumet and located
in Burhnam, Illinois.




          “Transaction Documents” means, with respect to each Secured Hedge Counterparty, all of the
Collateral Documents and such Secured Hedge Counterparty’s Secured Hedge Agreement (including each
Confirmation and Credit Support Document entered into, and defined, thereunder).




          “Transaction Parties” means Calumet and each Guarantor.




          “UCC” has the meaning specified in the Security Agreement.




          “Vote Notice” has the meaning set forth in Section 7.3(c)(i).




          “Vote Request” has the meaning set forth in Section 7.3(c)(i).







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          “Working Capital Priority Collateral” means:





	 	(a)	 	all of the Capital Stock of each of the present and future Subsidiaries of Calumet;
	 
	 	(b)	 	all of the following present and future Property of Calumet:






               (i) accounts (other than accounts or other payment obligations constituting the proceeds of
Collateral);




               (ii) Inventory;




               (iii) chattel paper, instruments, documents and payment intangibles, in
each case to the extent relating to accounts (other than accounts or other payment obligations
constituting the proceeds of Collateral) or Inventory;




               (iv) deposit accounts (other than the PP&E Proceeds Account);




               (v) cash (other than cash in the PP&E Proceeds Account);




               (vi) letter-of-credit rights in respect of Inventory or accounts (other
than accounts or other payment obligations constituting the proceeds of Collateral);




               (vii) books and records and accounting systems relating to Accounts or
Inventory;




               (viii) customer contracts;




               (ix) tax refunds; and




               (x) financial hedge agreements;



            (c)   all proceeds (including, without limitation, insurance proceeds) and products of the Property
described in the foregoing clauses (a) and (b).




Section 1.2 Rules of Interpretation. With reference to this Agreement and each other
Collateral Document, unless otherwise specified herein or in such other Collateral Document:




            (a)   The definition of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.




            (b)   The words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation.”




            (c)   Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth







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herein or in any other Collateral Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import when used in any Collateral Document, shall be construed
to refer to such Collateral Document in its entirety and not to any particular provision thereof,
(iv) all references in a Collateral Document to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Collateral
Document in which such references appear, and (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and
any reference to any law or regulation shall, unless otherwise specified, refer to such law or
regulation as amended, modified or supplemented from time to time.




          (d) In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including,” the words “to” and “until” each mean “to but excluding;” and the
word “through” means “to and including.”




          (e) Section headings herein are included for convenience of reference only and shall not affect the
interpretation of this Agreement.




ARTICLE 2 ADMINISTRATIVE AGENCY



Section 2.1 Appointment and Authority. Each of the Secured Hedge Counterparties hereby
irrevocably appoints Bank of America, and Bank of America hereby accepts such appointment, to act
on its behalf as the Administrative Agent hereunder and under the other Collateral Documents and
authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of Sections 2.2 through
2.10 are solely for the benefit of the Administrative Agent and the Secured Hedge Counterparties,
and neither Calumet nor any other Transaction Party shall have any right as a third party
beneficiary of any of such provisions.



Section 2.2 Rights as a Secured Hedge Counterparty. The Person serving as the
Administrative Agent hereunder shall have the same rights and powers in its capacity as a Secured
Hedge Counterparty as any other Secured Hedge Counterparty and may exercise the same as though it
were not the Administrative Agent and the term “Secured Hedge Counterparty” or “Secured Hedge
Counterparties” shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as the Administrative Agent hereunder in its individual
capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of
business with Calumet or any Subsidiary or other Affiliate thereof as if such Person were not the
Administrative Agent hereunder and without any duty to account therefor to the Secured Hedge
Counterparties.



Section 2.3 Exculpatory Provisions.




          (a) The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein and in the other Collateral Documents. Without limiting the generality of the
foregoing, the Administrative Agent:








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          (i) shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default Event has occurred and is continuing;




          (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Collateral Documents that the Administrative Agent is required to exercise
as directed in writing by the Secured Hedge Counterparties; provided that the
Administrative Agent shall not be required to take any action that, in its opinion or the
opinion of its counsel, may expose the Administrative Agent to liability or that is
contrary to any Collateral Documents or applicable law; and




          (iii) shall not, except as expressly set forth herein and in the other Collateral
Documents, have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to Calumet or any of its Affiliates that is communicated to or
obtained by the Administrative Agent or any of its Affiliates in any capacity.



          (b) The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of Secured Hedge Counterparties pursuant to Section
6.2 or (ii) in the absence of its own gross negligence, willful misconduct or breach in
bad faith of its obligations hereunder or under any other Collateral Document, as
determined by a final and nonappealable judgment by a court of competent jurisdiction..
The Administrative Agent shall be deemed not to have knowledge of any Default Event unless
and until notice describing such Default Event is given to the Administrative Agent by
Calumet or a Secured Hedge Counterparty.




          (c) The Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made by others in or in
connection with this Agreement or any other Collateral Document, (ii) the contents of any
certificate, report or other document delivered by others hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance by others of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default Event, or (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Collateral Document or any other agreement,
instrument or document, in each case, other than to which it is a party and only with
respect to itself.



Section 2.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including
any electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise authenticated by
the proper Person. The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for Calumet), independent accountants and other
experts selected by it, and shall not be liable for any action
taken or not taken by it, in each case in accordance with the advice of any such counsel,
accountants or experts.







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Section 2.5 Delegation of Duties. The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Collateral Document by
or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this Article
shall apply to any such sub-agent and such Related Parties.



Section 2.6 Resignation of Administrative Agent. The Administrative Agent may resign as
Administrative Agent at any time upon thirty (30) days’ prior written notice to the Secured Hedge
Counterparties and Calumet. If the Administrative Agent resigns as Administrative Agent, a Majority
Vote Action shall have the right, with the consent (other than during the existence of a Hedge
Agreement Default) of Calumet (such consent not to be unreasonably withheld or delayed), to appoint
a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed as set
forth above and shall have accepted such appointment within such 30-day period, then the retiring
Administrative Agent may, on behalf of the Secured Hedge Counterparties, with the consent (other
than during the existence of a Hedge Agreement Default) of Calumet (such consent not to be
unreasonably withheld or delayed), appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that, if no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in accordance with such
notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Collateral Documents (except that in the case of any
tangible Collateral held by the Administrative Agent on behalf of the Secured Hedge Counterparties
under any of the Collateral Documents, the retiring Administrative Agent shall continue to hold
such Collateral, and be subject to the duties and obligations of the Administrative Agent hereunder
with respect thereto, until such time as a successor Administrative Agent is appointed) and (b) all
payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Secured Hedge Counterparty directly, until
such time as a successor Administrative Agent is appointed as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Collateral Documents
(if not already discharged therefrom as provided above in this Section). The fees payable by
Calumet to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Calumet and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Collateral Documents, the provisions of this
Article shall continue in effect for the benefit of such retiring Administrative Agent, its sub-
agents selected by the Administrative Agent with reasonable care and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.



Section 2.7 Non-Reliance on Administrative Agent and Secured Hedge Counterparties. Each
Secured Hedge Counterparty acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Secured Hedge Counterparty or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own







13









 








credit analysis and decision to enter into this Agreement, the other Collateral Documents and
the Secured Hedge Agreement to which it is a party. Each Secured Hedge Counterparty also
acknowledges that it will, independently and without reliance upon the Administrative Agent or any
other Secured Hedge Counterparty or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Collateral Document or
any related agreement or any document furnished hereunder or thereunder.



Section 2.8 Administrative Agent Action Under Debtor Relief Law. In case of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Transaction Party, (a)
any Secured Hedge Counterparty may direct the Administrative Agent (irrespective of whether any
Secured Hedge Counterparty shall have made any demand on Calumet), by intervention in such
proceeding or otherwise, to collect and receive any monies or other property payable or deliverable
on any claims of the Secured Hedge Counterparties and to distribute the same to the Secured Hedge
Counterparties in accordance with Section 6.3, and (b) any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Secured Hedge Counterparty to make payment on such claims to the Administrative
Agent for the benefit of the Secured Hedge Counterparties and to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
hereunder and under the other Collateral Documents.




          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any the Secured Hedge Counterparty any plan of
reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the
rights of any Secured Hedge Counterparty or to authorize the Administrative Agent to vote in
respect of the claim of any Secured Hedge Counterparty in any such proceeding.



Section 2.9 Collateral and Guaranty Matters. Each of the Secured Hedge Counterparties
irrevocably authorizes the Administrative Agent, at its option and in its discretion,




          (a) to release any Lien on any Property granted to or held by the Administrative Agent for the
benefit of the Secured Hedge Counterparties under any Collateral
Document:





          (i) upon receiving notification from each Secured Hedge Counterparty of payment in full of all
Secured Obligations (other than contingent indemnification obligations, if any) under such Secured
Hedge Counterparty’s Transaction Documents;




          (ii) that is transferred or to be transferred as part of or in connection with any disposition that
is permitted under all Secured Hedge Agreements (provided that (A) the Administrative Agent has
received a certificate from Calumet stating that such transfer accompanied by a release of Lien is
permitted pursuant to the terms of all Secured Hedge Agreements, (B) the Administrative Agent
(promptly upon receipt of such certificate) or Calumet provides a copy of such certificate and
details of such



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proposed release to each Secured Hedge Counterparty at least ten Business Days prior to any
such release, and (C)(1) the Administrative Agent and Calumet have not received from any Secured
Hedge Counterparty, on or before the Release Objection Notice Deadline, a written objection to the
accuracy of such certificate, which objection shall be made in good faith, identify each such
objectionable provision and describe in reasonable detail the basis for each such objection (such
notice, a “Release Objection Notice”) or (2) if a Secured Hedge Counterparty has delivered
a Release Objection Notice on or before the Release Objection Notice Deadline, such Secured Hedge
Counterparty has subsequently waived or withdrawn its objection; for purposes of this paragraph,
the “Release Objection Notice Deadline” shall be ten Business Days after the earlier of (x)
the date on which the Administrative Agent provides a copy of such certificate to each Secured
Hedge Counterparty and (y) the latest date upon which any Secured Hedge Counterparty received from
Calumet a copy of such certificate); or




          (iii) subject to Section 7.3, if approved, authorized or ratified in writing
by the Secured Hedge Counterparties; and



          (b) to subordinate any Lien on any Property granted to or held by the Administrative Agent for the
benefit of the Secured Hedge Counterparties under any Collateral Document to the holder of any Lien
on such Property that is permitted in accordance with the Secured Hedge Agreements
(provided that (i) the Administrative Agent has received a certificate from Calumet stating
that such subordination of Lien is permitted pursuant to the terms of all Secured Hedge Agreements,
(ii) the Administrative Agent (promptly upon receipt of such certificate) or Calumet provides a
copy of such certificate and details of such proposed subordination of Lien to each Secured Hedge
Counterparty, and (iii)(A) the Administrative Agent and Calumet have not received from any Secured
Hedge Counterparty, on or before the Subordination Objection Notice Deadline, a written objection
to the accuracy of such certificate, which objection shall be made in good faith, identify each
such objectionable provision and describe in reasonable detail the basis for each such objection
(such notice, a “Subordination Objection Notice”) or (B) if a Secured Hedge Counterparty
has so delivered a Subordination Objection Notice on or before the Subordination Objection Notice
Deadline, such Secured Hedge Counterparty has subsequently waived or withdrawn its objection; for
purposes of this paragraph, the “Subordination Objection Notice Deadline” shall be ten
Business Days after the earlier of (x) the date on which the Administrative Agent provides a copy
of such certificate to each Secured Hedge Counterparty and (y) the latest date upon which any
Secured Hedge Counterparty received from Calumet a copy of such certificate); and




          (c) Upon request by the Administrative Agent at any time, the Secured Hedge Counterparties will
confirm in writing the Administrative Agent’s authority to release or subordinate its interest in
particular types or items of Property pursuant to this Section.



Section 2.10 Intercreditor Agreement. Each of the Secured Hedge Counterparties
hereby acknowledges that it has received and reviewed the Intercreditor Agreement and agrees to be
bound by the terms thereof. Each Secured Hedge Counterparty (and each Person that becomes a Secured
Hedge Counterparty hereunder pursuant to Article 5) hereby (i) acknowledges that Bank of America is
acting under the Intercreditor Agreement in multiple capacities as the Administrative Agent and the
Working Capital Agent (as defined in the Intercreditor Agreement)








15









 







and (ii) waives any conflict of interest, now contemplated or arising hereafter, in connection
therewith and agrees not to assert against Bank of America any claims, causes of action, damages or
liabilities of whatever kind or nature relating thereto. Each Secured Hedge Counterparty (and each
Person that becomes a Secured Hedge Counterparty hereunder pursuant to Article 5) hereby authorizes
and directs Bank of America to enter into the Intercreditor Agreement on behalf of such Secured
Hedge Counterparty and agrees that Bank of America, in its various capacities thereunder; may take
such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement.



Section 2.11 Environmental Compliance Matters.




          (a) Calumet represents to the Secured Hedge Counterparties and the Administrative Agent that,
except in each case as where the existence and/or occurrence of any of the following could not
reasonably be expected to have a Material Adverse Effect:





          (i) Each of the Real Properties included within the Collateral and all operations at the Real
Properties included within the Collateral are in compliance with all applicable Environmental Laws,
there is no violation of any Environmental Law with respect to the Real Properties or the
Collateral, and there are no conditions relating to the Real Properties included within the
Collateral that could give rise to liability under any applicable Environmental Laws;




          (ii) None of the Real Properties included within the Collateral contains any Hazardous Materials
at, on or under the Real Properties included within the Collateral in amounts or concentrations
that constitute a violation of, or could give rise to liability under, Environmental Laws;




          (iii) No Consolidated Party has received any written notice of, or inquiry from any Governmental
Authority that remains unresolved or is currently outstanding with regard to any violation, alleged
violation, non-compliance, liability or potential liability regarding environmental matters or
compliance with Environmental Laws with regard to any of the Real Properties included within the
Collateral, nor does any Responsible Officer of any Transaction Party have knowledge or reason to
believe that any such notice will be received or is being threatened;




          (iv) Hazardous Materials have not been transported or disposed of from the Real Properties included
within the Collateral, or generated, treated, stored or disposed of at, on or under any of the Real
Properties included within the Collateral or any other location, in each case by or on behalf of
any Consolidated Party in violation of, or in a manner that could give rise to liability under, any
applicable Environmental Law;




          (v) No judicial proceeding or governmental or administrative action is pending or, to the knowledge
of the Responsible Officer of any Transaction Party, threatened, under any Environmental Law to
which any Consolidated Party is or will be
named as a party, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial requirements



16









 








outstanding under any Environmental Law with respect to the Real Properties included within
the Collateral; and




          (vi) There has been no Environmental Release, or threat of Environmental Release, of Hazardous
Materials at or from the Real Properties included within the Collateral, or arising from or related
to the operations (including, without limitation, disposal) of any Consolidated Party in connection
with the Real Properties included within the Collateral, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws.



          (b) Following the occurrence of any event or the discovery of any condition that is reasonably
determined by a Majority Vote Action to have caused (or could reasonably be expected to cause) the
representations and warranties related to environmental compliance set forth in clause (a) above to
be untrue in any material respect, upon the reasonable written request of the Administrative Agent,
Calumet shall cause the Transaction Parties to furnish to the Administrative Agent, at Calumet’s
expense, a report of an environmental assessment of reasonable scope, form and depth, (including,
where appropriate, invasive soil or groundwater sampling) by a consultant reasonably acceptable to
the Administrative Agent as to the nature and extent of the presence of any Hazardous Materials on
any Real Properties and as to the compliance by any Consolidated Party with Environmental Laws at
such Real Properties. If the Transaction Parties fail to deliver such an environmental report
within seventy-five (75) days after receipt of such written request, then the Administrative Agent
may, at the direction of a Majority Vote Action, arrange for the same, and the Consolidated Parties
hereby grant to the Administrative Agent and its representatives access to the Real Properties to
reasonably undertake such an assessment (including, where appropriate, invasive soil or groundwater
sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant
to this provision will be payable by the Transaction Parties on demand and added to the obligations
secured by the Collateral Documents.



Section 2.12 Insurance. Calumet shall, and shall cause each of its Subsidiaries to,
maintain in full force and effect casualty insurance with respect to the Collateral with insurers
rated A or better by Best Rating Guide, in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are deemed sufficient for the Consolidated
Parties by the management of Calumet in the exercise of their reasonable business judgment
(subject to a Majority Vote Action if a Secured Hedge Counterparty objects in good faith to such
insurance coverage). The Administrative Agent (for the benefit of the Secured Hedge Counterparties)
shall be named as loss payee or mortgagee, as its interest may appear, and/or additional insured
with respect to any such insurance providing coverage in respect of any Collateral, and each
provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it
or by independent instruments furnished to the Administrative Agent, that it will give the
Administrative Agent thirty (30) days prior written notice before any such policy or policies shall
be altered or canceled. The Administrative Agent shall not be responsible for reviewing the
insurance policies or otherwise confirming the types of amounts of coverage.







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ARTICLE 3 EXPENSES; INDEMNITY; DAMAGE WAIVER



Section 3.1 Costs and Expenses of the Administrative Agent. Calumet and the other
Transaction Parties shall pay (a) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent), in connection with the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Collateral Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (b) all out-of-pocket
expenses incurred by the Administrative Agent or any Secured Hedge Counterparty (including the
fees, charges and disbursements of any counsel for the Administrative Agent, and one counsel
retained by the Secured Hedge Counterparties or any steering committee or similar group acting on
behalf of the Secured Hedge Counterparties as a group (and such additional counsel as the
Administrative Agent, any Secured Hedge Counterparty, any group of Secured Hedge Counterparties or
any such steering committee determines in good faith are necessary in light of actual or potential
conflicts of interest or the availability of different claims or defenses) in connection with the
enforcement or protection of its rights in connection with this Agreement and the other Collateral
Documents, including its rights under this Article.



Section 3.2 Indemnification by the Transaction Parties. Calumet shall indemnify the
Administrative Agent (and any sub-agent thereof), each Secured Hedge Counterparty, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
any Transaction Party arising out of, in connection with, or as a result of (a) the execution or
delivery of this Agreement, any other Collateral Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or
thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Collateral Documents, (b) any
actual or alleged presence or Environmental Release of Hazardous Materials on or from any property
owned or operated by a Transaction Party or any of its Subsidiaries, or any Environmental Liability
related in any way to a Transaction Party or any of its Subsidiaries, or (c) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by any
Transaction Party, and regardless of whether any Indemnitee is a party thereto, IN
ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (i) are determined by
a court of competent jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee or (ii) result from a claim brought by
any Transaction Party against an Indemnitee for breach in bad faith of such Indemnitee’s
obligations hereunder or under any other Collateral Document, if such Transaction Party has







18









 








obtained a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.



Section 3.3 Reimbursement by Secured Hedge Counterparties. To the extent that the
Transaction Parties for any reason fail to indefeasibly pay any amount required under Section 3.1
or 3.2 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related
Party of the Administrative Agent, each Secured Hedge Counterparty severally agrees to pay to the
Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such
Secured Hedge Counterparty’s applicable share (based on such Secured Hedge Counterparty’s share of
payment, determined as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any
Related Party acting for the Administrative Agent (or any such sub-agent) in connection with such
capacity.



Section 3.4 Waiver of Consequential Damages, Etc. To the fullest extent permitted
by applicable law, neither Calumet nor any Indemnitee shall assert, and each such Person hereby
waives, any claim against any other such Person, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any Group Transaction Document or any agreement
or instrument contemplated hereby or the transactions contemplated hereby or thereby. No
Transaction Party or Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed to such unintended recipient by such
Indemnitee through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Collateral Documents or the transactions contemplated
hereby or thereby.



Section 3.5 Payments. All amounts due under this Article shall be payable not
later than ten Business Days after demand therefor.



Section 3.6 Survival. The agreements in this Article shall survive the
resignation of the Administrative Agent and the repayment, satisfaction or discharge of all Secured
Obligations.




ARTICLE 4 PAYMENTS SET ASIDE; SHARING OF SET-OFF



Section 4.1 To the extent that any payment by or on behalf of Calumet is made to the
Administrative Agent or any Secured Hedge Counterparty and such payment or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by the Administrative Agent or such Secured
Hedge Counterparty) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made, and (b) each Secured Hedge Counterparty
that had received such payment severally agrees to pay to the Administrative Agent upon demand its
applicable share (based on such Secured Hedge Counterparty’s share of payment) of any amount so
recovered from or repaid by the Administrative Agent, plus interest







19









 








thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect. The obligations of the Secured Hedge
Counterparties under clause (b) of the preceding sentence shall survive the payment in full of the
Secured Obligations and the termination of this Agreement.



Section 4.2 To the extent that the Administrative Agent or any Secured Hedge Counterparty exercises
its right of setoff upon the occurrence and during the continuation of a Hedge Agreement Default,
and the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Administrative Agent or such Secured Hedge Counterparty with Calumet’s consent (not to
be unreasonably withheld or delayed)) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such setoff had not occurred, and (b) each Secured
Hedge Counterparty that had benefitted from such setoff severally agrees to pay to the
Administrative Agent upon demand any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such payment is made at a
rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the
Secured Hedge Counterparties under clause (b) of the preceding sentence shall survive the payment
in full of the Secured Obligations and the termination of this Agreement.




ARTICLE 5 JOINDER OF SECURED HEDGE COUNTERPARTIES AND 

WITHDRAWAL FROM COLLATERAL DOCUMENTS



Section 5.1 Joinder. A Person may become a Secured Hedge Counterparty by (i) executing
and delivering a Joinder Agreement to the Administrative Agent, (ii) entering into a
Secured Hedge Agreement which do not violate the collateral terms and provisions of the
Collateral Documents (each, a “Joinder”) and (iii) causing Calumet to deliver a Joinder Certificate
in accordance with Section 5.2.



Section 5.2 Effectiveness of Joinder. A Joinder with respect to a Person who will
become a party to a Secured Hedge Agreement shall not be effective unless and until (a) the
Administrative Agent has received a Joinder Certificate executed by Calumet, (b) the Administrative
Agent or Calumet has provided a copy of such Joinder Certificate to each Secured Hedge
Counterparty, and (c)(i) the Administrative Agent and Calumet have not received from any Secured
Hedge Counterparty, on or before the Joinder Objection Notice Deadline, a written objection to the
certifications made by Calumet in such Joinder Certificate, which objection shall be made in good
faith, identify each such objectionable certification and describe in reasonable detail the basis
for each such objection (provided that its shall not be a condition to the effectiveness of
any Joinder that such new Secured Hedge Counterparty’s Secured Hedge Agreement or any part thereof
be disclosed to the Administrative Agent or any other Secured Hedge Counterparty) (such notice, a
“Joinder Objection Notice”) or (2) if a Secured Hedge Counterparty has delivered a Joinder
Objection Notice on or before the Joinder Objection Notice Deadline, such Secured Hedge
Counterparty has subsequently waived or withdrawn its objection. For purposes of this Section
5.2, the “Joinder Objection Notice Deadline” shall be ten Business Days after the
earlier of (x) the date on which the Administrative Agent provides a








20









 







copy of such Joinder Certificate to each Secured Hedge Counterparty and (y) the latest date
upon which any Secured Hedge Counterparty received from Calumet a copy of such Joinder Certificate.
The date upon which the foregoing conditions are waived or satisfied, as notified in writing by the
Administrative Agent to the Person who will become a new Secured Hedge Counterparty, shall be the
Joinder Effective Date referred to in the Joinder Agreement.



Section 5.3 Withdrawal. A Secured Hedge Counterparty shall cease to be a Secured Hedge
Counterparty for all purposes under this Agreement and the other Collateral Documents, other than
with respect to indemnification and payment obligations arising in respect of periods prior to such
withdrawal, if (a) such Secured Hedge Counterparty delivers to the Administrative Agent and Calumet
a written notice of such withdrawal executed by such withdrawing Secured Hedge Counterparty or (b)
Calumet delivers to the Administrative Agent evidence that all Secured Obligations (other than
contingent indemnification obligations, if any) under such Secured Hedge Counterparty’s Transaction
Documents have been paid in full and the applicable Secured Hedge Agreement has terminated and the
applicable Secured Hedge Counterparty confirms the foregoing. Upon receipt of any such written
notice, such Secured Hedge Counterparty will no longer be a party to this Agreement and will no
longer be deemed to be a Secured Hedge Counterparty for purposes of the Collateral Documents, other
than in respect to indemnification and payment obligations of such withdrawing Secured Hedge
Counterparty arising in respect of periods prior to such withdrawal; provided that any
subsequent amendments, waivers or other modifications to this Agreement or any other Collateral
Document that affect such withdrawn Secured Hedge Counterparty’s continuing obligations shall not
be given effect with respect to such withdrawn Secured Hedge Counterparty.




ARTICLE 6 REMEDIES UPON DEFAULT; APPLICATION OF PROCEEDS



Section 6.1 Default Notices.




          (a) Within five Business Days of the date on which a Responsible Officer of Calumet becomes aware
of the existence of any Hedge Agreement Default, Calumet shall notify the Administrative Agent of
such Hedge Agreement Default and provide reasonable details thereof.




          (b) At any time any Secured Hedge Counterparty becomes aware of the existence of any Hedge
Agreement Default, such Secured Hedge Counterparty may, but shall not be required to, notify the
Administrative Agent (with a copy of such notice to Calumet) of such Hedge Agreement Default and
provide reasonable details thereof.




          (c) If the Administrative Agent receives any notice described in clauses (a) or (b) above, the
Administrative Agent shall promptly (but in any event no later than (x) 10:00 a.m. on the Business
Day following the date of receipt of any such notice if such notice is received by 12:00 p.m.
Central Prevailing Time or (y) 10:00 a.m. on the second Business Day following such date of receipt
if otherwise) provide a notice of a Default Event (a “Default Notice”) to each Secured
Hedge Counterparty and Calumet.



Section 6.2 Remedies Upon Default Event.





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          (a) Exercise. Subject to Section 7.3(c), upon the Administrative Agent’s receipt of a
Default Notice and during the continuation of the Default Event, a Majority Vote Action may direct
the Administrative Agent to exercise on behalf of itself and the Secured Hedge Counterparties all
rights and remedies available to it and the Secured Hedge Counterparties under the Collateral
Documents; provided that, unless (i) the Secured Hedge Counterparties have, by a Majority
Vote Action, directed the Administrative Agent to exercise rights and remedies with respect to the
Collateral within ten Business Days after any party has requested a vote in respect of such
actions, and (ii) such actions are reasonably calculated, to the greatest extent commercially
practicable given the value of the Collateral under the then-existing circumstances, to lead to
proceeds sufficient to pay in full all Secured Obligations, then, provided the Default Event is
continuing, any individual Secured Hedge Counterparty with a positive Exposure in excess of U.S.
$25,000,000 may unilaterally direct the Administrative Agent to exercise such rights and remedies.
The Administrative Agent shall have no obligation to exercise any rights or remedies available to
it and the Secured Hedge Counterparties under the Collateral Documents other than as directed by
the Secured Hedge Counterparties as described above in this Section 6.2. Further, the
Administrative Agent shall not have any responsibility or liability for making the determination
described in clause (ii) in the preceding sentence.




          (b) Notice of Exposure. Upon the Administrative Agent’s receipt of a direction in
accordance with clause (a) above, the Administrative Agent shall request, and each Secured Hedge
Counterparty shall provide, notice of such Secured Hedge Counterparty’s Exposure as of the day
that is one Business Day prior to such request. Each Secured Hedge Counterparty may, at its
discretion, provide daily updates of its Exposure to the Administrative Agent. The Aggregate
Exposure derived from such notified amounts shall be used by the Administrative Agent in
accordance with Section 6.3.



Section 6.3 Application of Funds. After the Administrative Agent’s receipt of a
direction in accordance with Section 6.2(a) and the Aggregate Exposure in accordance with Section
6.2(b), any proceeds received on account of the Collateral shall be applied by the Administrative
Agent in the following order:




          (a) first,  to the payment of all reasonable costs and expenses incurred by the
Administrative Agent in connection with the taking, holding, preparing for disposition, processing
and disposing of any Collateral or otherwise in connection with any Collateral Document or any of
the Secured Obligations, including all court costs and the reasonable fees and expenses of its
agents and legal counsel, the repayment of all advances made by the Administrative Agent in
connection with the Collateral and any other reasonable costs or expenses incurred in connection
with the exercise of any right or remedy under any Collateral Document;




          (b) second,  to the payment of fees, indemnities, expenses and other amounts (including
fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under
Article 3) payable to the Administrative Agent in its capacity as such;




          (c) third, to the payment of any Secured Obligations outstanding under each Secured Hedge Agreement
or any Collateral Document payable to each Secured Hedge





22









 







Counterparty, ratably in accordance with the Secured Obligations owed to each such Secured Hedge
Counterparty; and




          (d) fourth,  to the applicable Transaction Party or pursuant to applicable Law or court order.



Section 6.4 Security Interests. The Administrative Agent and each of the Secured
Hedge Counterparties hereby agree that, notwithstanding (a) the order or concurrence of the timing
of the creation, attachment or perfection of any security interest, and (b) any applicable
statutory or case law that would result in a contrary ordering of priorities or interests, all
proceeds of Collateral and other amounts received by the Administrative Agent under any of the
Collateral Documents shall be distributed in accordance with Section 6.3
and shall at all times be shared by the Secured Hedge Counterparties as
provided herein.




ARTICLE 7 MISCELLANEOUS




Section 7.1 Representations and Warranties. Each of the Transaction Parties and
Secured Hedge Counterparties represents and warrants to the other parties hereto that: (a) it is
duly formed or incorporated, as applicable, and in good standing in the jurisdiction of its
incorporation; (b) the execution, delivery and performance by it of this Agreement (i) have been
duly authorized by all requisite corporate (or similar) action on its part, and (ii) will not
contravene any provision of its charter or by-laws (or similar constitutive documents) or any order
of any court or other governmental authority having applicability to it or any applicable law; and
(c) this Agreement has been duly executed and delivered by it and constitutes its legal, valid and
binding obligation.




Section 7.2 Notices.




          (a) Notices Generally. All notices and other communications provided for herein to the
Administrative Agent, Calumet or the Secured Hedge Counterparties shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopier to the address, telephone number, telecopier number, or, to the extent expressly
provided herein, electronic mail address specified on the signature page hereto or, if applicable,
a Joinder Agreement.




          Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b) below,
shall be effective as provided in such subsection (b).




          (b) Electronic Communications. Notices and other communications to the Secured Hedge
Counterparties hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent. The Administrative Agent or Calumet may, in its discretion, agree in writing to accept
notices and other communications to it hereunder by





23









 







electronic communications pursuant to procedures approved by it, provided that approval of such
procedures may be limited to particular notices or communications.




          Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to
an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement); provided that, if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient, and
(ii) other than with respect to notices or communications made by Calumet to the extent provided in
any Transaction Document, notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.




          (c) Change of Address, Etc. Each of the Administrative Agent, Calumet and the Secured Hedge
Counterparties may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto. In addition, upon the
Administrative Agent’s reasonable request, Calumet and each Secured Hedge Counterparty agree to
notify the Administrative Agent whether any of the following information has changed since it was
last updated: (i) an effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent and (ii) with respect
to any Secured Hedge Counterparty, accurate wire instructions for such Secured Hedge Counterparty.



Section 7.3 Amendment; Waiver, Etc.




          (a) General. No amendment or waiver of any provision of this Agreement or any other
Collateral Document, and no consent to any departure by any party hereto therefrom, shall be
effective except, in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by a Majority Vote Action, with the consent of Calumet (unless a Hedge Agreement
Default is in existence and continuing) and acknowledged by the Administrative Agent, or, in the
case of any other Collateral Document, pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Transaction Parties that are parties thereto, in each case
with the consent of a Majority Vote Action, and each such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given; provided,
however, that:





               (i) the written consent of each Secured Hedge Counterparty shall be required to:




                    (A) change Section 6.3 in a manner that would alter the pro rata sharing of payments required
thereby;




                    (B) change any provision of this Section, or the definitions of “Majority Vote Action” or “Super
Majority Vote Action”, or any other provision hereof



24









 






specifying the number or percentage of Secured Hedge Counterparties required to amend, waive
or otherwise modify any rights hereunder or make any determination or grant any consent hereunder;
or




                    (C) amend, change, waive discharge or terminate Section 7.3(a)(i) or (iii).




               (ii) the written consent of each affected Secured Hedge Counterparty shall be required to:




                    (A) postpone any date fixed by this Agreement or any other Collateral Document for any payment of
amounts due to the Secured Hedge Counterparties hereunder or under any other Collateral Document;




                    (B) reduce or forgive any amounts payable hereunder or under any other Collateral Document; or




                    (C) (1) change the definitions of “Approved Counterparty” or “Secured Hedge Agreement” set forth in
Section 1.1 in a manner adverse to such Secured Hedge Counterparty or (2) change the definition of
“Secured Obligations” set forth in Section 1.1 so as to exclude any obligations of any Consolidated
Party existing under such Secured Hedge Counterparty’s Secured Hedge Agreement to which any such
Secured Hedge Counterparty is a party that would have been included prior to such change.




               (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Secured Hedge Counterparties required hereunder, affect the rights or
duties of the Administrative Agent under this Agreement or any other Collateral Document;


provided further, however, that, prior to or concurrently with submitting a Vote Request in
accordance with clause (c)(i) below with respect to any amendment, waiver or other modification
described above, Calumet shall deliver to the Administrative Agent, for prompt distribution to the
Secured Hedge Counterparties, a certificate stating that such amendment, waiver or other
modification will not cause Calumet or any other Transaction Party to be in breach of any of its
obligations under any Group Transaction Document and that such Transaction Parties are in
compliance with the Group Transaction Documents; and




          (b) Subject to Section 7.3(a), Calumet and the Administrative Agent may (but shall have no
obligation to) amend or supplement this Agreement or the other Collateral Documents without the
consent of the Secured Hedge Counterparties:





               (i) to make any change that would provide any additional rights or benefits to all Secured Hedge
Counterparties;




               (ii) to make, complete or confirm any grant of collateral or guaranty permitted or required by this
Agreement or any of the other Collateral Documents or any release of any collateral or guaranty
that is otherwise permitted under the terms of this



25









 






Agreement and permitted (if addressed therein or otherwise, not prohibited) by the terms of
the other Collateral Documents;




               (iii) to correct any typographical errors or other similar mistakes that do not modify the intended
rights and obligations of the parties hereto;




               (iv) to provide for additional obligations of the Transaction Parties or Liens securing such
obligations to the extent permitted by the terms of this Agreement and permitted by (if addressed
therein, or, otherwise, not prohibited) the terms of the other applicable Collateral Documents; and




               (v) to provide for evidence or effectuate other actions that are permitted by this Agreement and
not otherwise prohibited by the other Collateral Documents.



          (c) Voting Mechanism.





               (i) Upon a written request by Calumet or any Secured Hedge Counterparty, in each case, to the
Administrative Agent (in either case, a “Vote Request”),the Administrative Agent
shall promptly (but in no event later than five Business Days after receipt of such Vote Request)
issue a written notice (the “Vote Notice”) to the Secured Hedge Counterparties attaching
such Vote Request; provided that, upon receipt of any Vote Request from a Secured Hedge
Counterparty relating to the exercise of any rights under Section 6.2, the Administrative Agent
shall issue such Vote Notice promptly and, in any event, no later than (x) 10:00 a.m. on the
Business Day following the date of receipt of any such Vote Request if such Vote Request is
received by 12:00 p.m. Central Prevailing Time or (y) 10:00 a.m. on the second Business Day
following such date of receipt if otherwise; provided further that, if for any reason the
Administrative Agent does not issue a Vote Notice in accordance with this Section in a timely
manner, then any Secured Hedge Counterparty may arrange a vote of the Secured Hedge Counterparties
in compliance with the procedures set forth in the foregoing clause (a) or (b) of this Section, and
upon the Administrative Agent receiving satisfactory evidence thereof, the result of the vote shall
be binding as if arranged by the Administrative Agent.




               (ii) Each Vote Request shall contain (A) a reasonably detailed description of any proposed act or
matter requiring the vote, consent, notice, direction, certification or other act of the Secured
Hedge Counterparties, (B) a record date and time (the “Record Date”)for the determination
of the Secured Hedge Counterparties in connection with such proposed act or matter, which Record
Date shall be at least one Business Day following issuance of the related Vote Notice, (C) the
effective date, if applicable, of such act or matter, and (D) the deadline (the “Due Date”)
for the delivery of the applicable solicited vote, consent, notice, direction, certification or
other act or information, which Due Date (x) for votes of the Secured Hedge Counterparties
specified in such Vote Request related to the exercise of any rights under Section 6.2, shall be
12:00 p.m. on the second Business Day following issuance of the related Vote Notice and (y)
otherwise, shall be at least two Business Days after the Record Date.



26









 






               (iii) The Secured Hedge Counterparties shall deliver votes, consents, notices, directions,
certifications or other acts or information solicited in a Vote Request to the Administrative Agent
(A) in any manner in which notices are permitted to be delivered pursuant to Section 7.2 and (ii)
on or prior to the applicable Due Date. The Secured Hedge Counterparties listed in the
Administrative Agent’s records on the applicable Record Date shall be presumed to be Secured Hedge
Counterparties for the purposes of determining whether the requisite percentage of Secured Hedge
Counterparties have authorized, directed, certified or agreed or consented to the act or matter
specified in any Vote Request. Upon the receipt of the requisite vote, any such act or matter given
or determined in accordance with this Section shall be effective whether or not the Secured Hedge
Counterparties which authorized, directed, certified or agreed or consented to such act remain
Secured Hedge Counterparties after the applicable Record Date and whether or not the obligations
held by such Secured Hedge Counterparties remain outstanding after the applicable Record Date.


Section 7.4 Joinder of Additional Guarantors. At any time after the date of this Agreement,
one or more additional Persons may become a Guarantor by executing and delivering to the
Administrative Agent a joinder agreement, in form and substance reasonably acceptable to the
Administrative Agent. Immediately upon such execution and delivery of such joinder agreement (and
without any further action), each such additional Person will become a party to this Agreement as a
“Guarantor” and have all of the rights and obligations of a Guarantor hereunder and this Agreement
and the schedules hereto shall be deemed amended by such joinder agreement.



Section 7.5 Successors and Assigns. Whenever in this Agreement any of the parties hereto is
named or referred to, the successors and permitted assigns of such party shall be deemed to be
included and all covenants, promises and agreements in this Agreement by or on behalf of the
respective parties hereto shall bind and inure to the benefit of the respective successors and
permitted assigns of such parties, whether so expressed or not.



Section 7.6 No Waiver: Cumulative Remedies. No failure by any Secured Hedge Counterparty or
the Administrative Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



Section 7.7 Severability. If any provision hereof is invalid or unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall
remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Administrative Agent and the Secured Hedge Counterparties in order to carry out the intentions
of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of
any provision hereof in any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.





27









 







Section 7.8  Headings. Headings herein are for convenience only and shall not be relied upon
in interpreting or enforcing this Agreement.



Section 7.9  Counterparts. This Agreement may be executed in any number of counterparts, all
of which when taken together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by signing any such counterpart.



Section 7.10  No Third Party Beneficiaries. This Agreement is solely for the benefit of
Calumet, the Administrative Agent and the Secured Hedge Counterparties, and no person or entity
(other than Calumet, the Administrative Agent, the Secured Hedge Counterparties and their
respective successors and assigns) shall have any rights hereunder.



Section 7.11  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE,
OTHER THAN §§ 5-140 1 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



Section 7.12  Waiver of Jury Trial; Jurisdiction; Etc.




          (a) WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, AMONG THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS
RELATED THERETO.




          (b) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF
NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF
ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER COLLATERAL DOCUMENT SHALL AFFECT ANY
RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT





28









 







AGAINST ANY OTHER PARTY OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.




          (c) WAIVER OF VENUE OBJECTION. EACH. PARTY HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH
(b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT:




          (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 7.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



Section 7.13 Termination. This Agreement shall remain in full force and effect until
payment in full of all Secured Obligations or, if earlier, the termination of each of the other
Collateral Documents.




Section 7.14  Termination of PP&E Credit Agreement. Concurrently with the execution and
delivery of this Agreement, that certain Credit Agreement dated as of January 3, 2008 (the
“Original PP&E Credit Agreement”) by and among Calumet, the other Transaction Parties, certain
financial institutions party thereto from time to time as lenders, and Bank of America, as
administrative agent, will be terminated. The Secured Hedge Counterparties hereby acknowledge and
agree to the termination of the Original PP&E Credit Agreement.


Section 7.15  No Advisory or Fiduciary Relationship. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Collateral Document), Calumet acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (a)(i) the services regarding this Agreement
provided by the Administrative Agent are arm’s-length commercial transactions between Calumet and
its Affiliates, on the one hand, and the Administrative Agent and its Affiliates, on the other
hand, (ii) Calumet has consulted its own legal, accounting, regulatory and tax advisors to the
extent it has deemed appropriate, and (iii) Calumet is capable of evaluating, and understands and
accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Collateral Documents; (b)(i) the Administrative Agent and its Affiliates each is and has been
acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not and will not be acting as an advisor, agent or fiduciary, for Calumet or any
of Affiliates or any other Person and (ii) neither the Administrative Agent
nor any of its Affiliates has any obligation to Calumet or any of its Affiliates with respect to
the transactions contemplated hereby except those obligations expressly set forth herein and in the
other Collateral Documents; and (c) the Administrative Agent and its Affiliates may be engaged





29









 







in a broad range of transactions that involve interests that differ from those of Calumet and its
Affiliates, and neither the Administrative Agent nor any of its Affiliates has any obligation to
disclose any of such interests to Calumet or its, Affiliates. To the fullest extent permitted by
law, Calumet hereby waives and releases, any claims that it may have against the Administrative
Agent or its Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in
connection with any aspect of any transaction contemplated hereby.




[remainder of page intentionally left blank]





30









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
duly authorized officers all as of the date first above written,




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By  	/s/ Alan Tapley 	 
	 	 	Name:  	Alan Tapley 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address for Notices:




Bank of America, N.A.

TX1-492-14-1l —Mail Code

901 Main Street, 14th Floor

Dallas, TX 75202-3714

Attention: Alan Tapley

Telephone: (214) 209-4125

Facsimile: (214) 290-9507

E-Mail: alan.tapley@baml.com




[Signature Page to Collateral Trust Agreement]
















 








	 	 	 	 	 
	 	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, LP.,

            its sole member

             By: Calumet GP, LLC, its general partner

 	 
	 	By  	/s/ R. Patrick Murray, II
 	 
	 	 	Name 	 R. Patrick Murray, II
	 	 	Title:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	CALUMET SHREVEPORT, LLC

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	Name:  	 R. Patrick Murray, II	 
	 	 	Title:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	CALUMET SHREVEPORT LUBRICANTS &

WAXES, LLC

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	Name:  	 R. Patrick Murray, II	 
	 	 	Title:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	CALUMET SEREVEPORT FUELS, LLC

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	Name:  	 R. Patrick Murray, II	 
	 	 	Title:  	 VP & CFO	 
	 



[Signature Page to Collateral Trust Agreement]
















 








	 	 	 	 	 
	 	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:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	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:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	CALUMET OPERATING, LLC



By: Calumet Specisity 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:  	 VP & CFO	 
	 



	 	 	 	 	 
	 	CALUMET SALES COMPANY
INCORPORATED

 	 
	 	By:  	/s/ R. Patrick Murray, II
 	 
	 	 	Name:  	 R. Patrick Murray, II	 
	 	 	Title:  	 VP & CFO	 
	 



[Signature Page to Collateral Trust Agreement]

















 








	 	 	 	 	 
	 	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:  	 VP & CFO	 
	 



Address for Notices:

2780 Waterfront  Pkwy. E. Dr., Suite 200

Indianrtpolis, IN 46214

Attention: R. Patrick Murray, II

Telephone: 317-328.5660

Facsimile: 317-328-5676




	 	 	 	 	 
	[Signature Page to Collateral Trust Agreement]

 













 







	 	 	 	 	 



	 	 	 	 	 
	 	J. ARON & COMPANY

as a Secured Hedge Counterparty

 	 
	 	By:  	/s/ Greg Agran
 	 
	 	 	Name:  	Greg Agran 	 
	 	 	Title:  	 Managing Director	 
	 



Address for Notices:


J. Aron & Company

200 West Street

New York, NY 10292

Attention: Energy Operations

Telephone: (212) 357-0326

Facsimile: (212) 493-9849




Signature Page to Collateral Trust Agreement]














 








	 	 	 	 	 
	 	KOCH SUPPLY & TRADING, LP

as a Secured Hedge Counterparty

 	 
	 	By  	/s/ Rodger E. Lindwall
 	 
	 	 	Name:  	Rodger E. Lindwall 	 
	 	 	Title:  	Vice President - CFO 	 
	 



Address for Notices:




Attention: Legal

Telephone: (316) 828-7997

Facsimile: (316) 828-7979

E-Mail: Trading_Formal_Notices@kochind.com




And a copy to:

Koch Supply & Trading, LP

Attention: Credit Department

Facsimile: (281) 562-6194

E-Mail: kstcredit@kochind.com




[Signature Page to Collateral Trust Agreement]
















 








	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

as a Secured Hedge Counterparty

 	 
	 	By  	/s/ Roger Heintzeiman	 
	 	 	Name:  	Roger Heintzeiman 	 
	 	 	Title:  	Director 	 
	 



Address for Notices:




Bank of America, N.A.

Attention: Client Integration & Documentation

50 Rockefeller Plaza, NY1-050-10-0l

Facsimile: (212) 548-8622




[Signature Page to Collateral Trust Agreement]







 









 








	 	 	 	 	 
	 	MERRILL LYNCH COMMODITIES, INC.



as a Secured Hedge Counterparty

 	 
	 	By  	/s/ KEN MERIDETH
 	 
	 	 	Name:  	KEN MERIDETH 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 



Address for Notices:




MERRILL LYNCH COMMODITIES, INC.




20 East Greenway Plaza, 7th Floor

Houston, Texas 77046-2002

Micole R. Powell

Phone: 832-681-5158

Fax: 713-544-1523




[Signature Page to Collateral Trust Agreement]

















 





EXHIBIT A

FORM OF JOINDER AGREEMENT




          Reference is made to that certain Collateral Trust Agreement (the “Collateral Trust
Agreement”), dated as of April 21, 2011, by and among Calumet Lubricants Co., Limited
Partnership, a limited partnership organized under the laws of the State of Indiana (“Calumet”),
the Secured Hedge Counterparties identified therein and Bank of America N.A., as Administrative
Agent. All capitalized terms used but not defined herein have the respective meanings ascribed
thereto in the Collateral Trust Agreement. This agreement is a Joinder Agreement referred to in
Article 5 of the Collateral Trust Agreement.




          The undersigned (“New Secured Hedge Counterparty”) hereby enters into this Joinder
Agreement in order to comply with Article 5 of the Collateral Trust Agreement and does so
in consideration of the promises and covenants made or to be made from time to time under the
Collateral Trust Agreement, from which New Secured Hedge Counterparty shall derive direct benefit.




          New Secured Hedge Counterparty certifies that on or about the date hereof it is the holder of the
Secured Obligations arising under [describe new Secured Hedge Agreement]




          From and after the Joinder Effective Date (as notified to New Secured Counterparty in accordance
with Section 5.2 of the Collateral Trust Agreement), New Secured Hedge Counterparty shall
be considered, and deemed to be, for all purposes of the Collateral Documents, a Secured Hedge
Counterparty under the Collateral Documents, as fully as though New Secured Hedge Counterparty had
executed and delivered or had been a beneficiary of the Collateral Documents, at the time of their
original execution and delivery and hereby ratifies and confirms its obligations under the
Collateral Documents, all in accordance with the terms thereof.




          This Joinder Agreement shall be governed by the laws of the State of New York and shall be binding
upon New Secured Hedge Counterparty and its successors and assigns.




          The address for notices to the undersigned pursuant to the Collateral Trust Agreement is as
follows:




[set forth address for notices]




	 	 	 	 	 
	 	Very truly yours,



[SECURED HEDGE COUNTERPARTY]

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 













 






EXHIBIT B

FORM OF JOINDER CERTIFICATE



          Reference is made to that certain Collateral Trust Agreement (the “Collateral Trust
Agreement”),dated as of April 21, 2011, by and among Calumet Lubricants Co., Limited
Partnership, a limited partnership organized under the laws of the State of Indiana (“Calumet”),
the Secured Hedge Counterparties identified therein and Bank of America N.A., as Administrative
Agent. All capitalized terms used but not defined herein have the respective meanings ascribed
thereto in the Collateral Trust Agreement. This is a Joinder Certificate referred to in Article 5
of the Collateral Trust Agreement.




          On or about the date hereof, [INSERT NAME OF NEW SECURED HEDGE COUNTERPARTY] (“New Secured
Hedge Counterparty”)has executed and delivered to the
Administrative Agent a Joinder Agreement in accordance with Article 5 of the Collateral Trust
Agreement.




          Calumet is delivering this Joinder Certificate in order to satisfy the conditions set forth in
clause (a) of Section 5.2 of the Collateral Trust Agreement.



          Calumet hereby certifies and agrees as follows:



          1. New Secured Hedge Counterparty is an Approved Counterparty.




          2. The ISDA Master Agreement, including the related Schedules and
Annexes (including the Lien Annex) thereto, dated on or about the date hereof, and each
Confirmation (as defined thereunder) evidencing a transaction between New Secured Hedge
Counterparty and Calumet (as each may be further amended, modified and supplemented and in
effect from time to time) is intended to be considered, and deemed to be, for all purposes of the
Collateral Documents, a Secured Hedge Agreement.




          3. No Default Event has occurred and is continuing under the Collateral Trust Agreement and no
Potential Event of Default, Event of Default or Termination Event (in each case, where Calumet is
the Defaulting Party or sole Affected Party) has occurred and is continuing under (and as defined
in) any of the Group Transaction Documents.




	 	 	 	 	 
	 	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  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 













 







SCHEDULE I

to

Collateral Trust Agreement




Existing Secured Hedge Counterparties and Secured Hedge Agreements




	 	 	 
	Secured Hedge Counterparty	 	Secured Hedge Agreement
	J. Aaron & Company, a general
partnership organized under the
laws of the State of New York (“J.
Aron”)

	 	ISDA Master Agreement, dated as of
March 17, 2006, including any related
Schedules and Annexes (including the
Lien Annex) thereto, as amended and
restated as of April 21, 2011, and
each Confirmation (as defined
thereunder) evidencing a transaction
between J. Aaron and Calumet (as each
may be amended, modified and
supplemented and in effect from time
to time)
	 
	 	 
	Merrill Lynch Commodities, Inc., a
corporation organized under the
laws of the State of Delaware
(“Merrill Lynch”)

	 	ISDA Master Agreement, dated as of
July 26, 2006, as amended, including
any related Schedules and Annexes
thereto, and each Confirmation (as
defined thereunder) evidencing a
transaction between Merrill Lynch and
Calumet (as each may be amended,
modified and supplemented and in
effect from time to time)
	 
	 	 
	Koch Supply & Trading, LP, a
limited partnership organized
under the laws of the State of
Delaware (“Koch”)

	 	ISDA Master Agreement, dated as of
December 21, 2000, as amended,
including any related Schedules and
Annexes thereto, and each
Confirmation (as defined thereunder)
evidencing a transaction between Koch
and Calumet (as each may be amended,
modified and supplemented and in
effect from time to time)
	 
	 	 
	Bank of America, N.A., a national
banking association organized and
existing under the laws of the
United States of America (“Bank of
America”)

	 	ISDA Master Agreement, dated as of
April 24, 2006, including any related
Schedules and Annexes thereto, and
each Confirmation (as defined
thereunder) evidencing a transaction
between Bank of America and Calumet
(as each may be amended, modified and
supplemented and in effect from time
to time)






- 1 -









 






SCHEDULE II

to




Collateral Trust Agreement



Existing Guarantors



	 

	1. Calumet Specialty Products Partners, L.P.

	2. Calumet LP GP, LLC

	3. Calumet Operating, LLC

	4. Calumet Shreveport, LLC

	5. Calumet Shreveport Lubricants & Waxes, LLC

	6. Calumet Shreveport Fuels, LLC

	7. Calumet Sales Company Incorporated

	8. Calumet Penreco, LLC







- 2 -









 






SCHEDULE III

to

Collateral Trust Agreement




Mortgaged Properties



	 	 	 
	Location	 	Type
	Brown Station, including pipeline connected to Shreveport Refinery 

Chandler Road

Shreveport, LA 71108

	 	Leased
	 
	 	 
	Burnham Terminal

14000 Mackinaw Ave.

Burnham, IL 60633

	 	Owned
	 
	 	 
	Burnham Terminal

13921 Mackinaw Ave.

Burnham, IL 60633

	 	Owned
	 
	 	 
	Princeton Refinery

10234 Hwy 157

Princeton, LA 71067

	 	Owned
	 
	 	 
	Cotton Valley Refinery

1756 Old Hwy 7

Cotton Valley, LA 71018

	 	Owned
	 
	 	 
	Shreveport Refinery

3333 Midway Avenue

Shreveport, LA 71109

	 	Owned
	 
	 	 
	Shoreline Property, including pipeline connecting to Princeton
Refinery

Hwy 1

Caddo Parish, LA

	 	Leased
	 
	 	 
	Cottage Grove Property

Bossier Parish, LA


	 	Leased
	 
	 	 
	Fitch Station, including pipeline connected to the Cotton Valley
Refinery

Calumet Tank Farm

247 Thomasville Road

Sarepta, LA 71071

	 	Owned
	 
	 	 
	Lots near the Shreveport Refinery 

3125 & 3127 Parkhurst

Shreveport, LA 71109


	 	Owned
	 
	 	 
	Dickinson Facility

4401 Park Avenue

Dickinson, TX 77539

	 	Owned
	 
	 	 
	Karns City Facility

138 Petrolia Street

Karns City, PA 16041

	 	Owned







- 3 -











 





Execution Copy




 

 




AMENDMENT NO. 1




Effective as of April 21, 2011



to



COLLATERAL TRUST AGREEMENT



Dated as of April 21, 2011



among



CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,

a limited partnership organized under the laws of the State of Indiana,



THE GUARANTORS

party hereto,



THE SECURED HEDGE COUNTERPARTIES

party hereto,



and



BANK OF AMERICA, N.A.,

as Administrative Agent




 

 



 









 





          This AMENDMENT NO. 1 (this “Amendment”), dated June 24, 2011 but effective as of April
21, 2011, is among Calumet Lubricants Co., Limited Partnership, a limited partnership organized
under the laws of the State of Indiana (“Calumet”), each Guarantor party hereto, each
Secured Hedge Counterparty party hereto and Bank of America, N.A., in its capacity as
administrative agent for the benefit of the Secured Hedge Counterparties (the “Administrative
Agent”). Unless otherwise defined in this Amendment, each capitalized term used in this
Amendment has the meaning given to such term in the Collateral Trust Agreement (as hereinafter
defined).




          WHEREAS, Calumet, the Guarantors, the Secured Hedge Counterparties and the Administrative
Agent are parties to that certain Collateral Trust Agreement dated as of April 21, 2011 (the
“Collateral Trust Agreement”);




          WHEREAS, the parties hereto have agreed to make certain amendments to the Collateral Trust
Agreement as provided for herein; to reflect their intent on and as of the date of execution of the
Collateral Trust Agreement;




          NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



Section 1.1 The defined term “Working Capital Priority Collateral” in Section 1.1 of the
Collateral Trust Agreement shall be amended and restated in its entirety to read as follows:




          “Working Capital Priority Collateral” means:





	 	(a)	 	all of the Capital Stock of each of the present and future
Subsidiaries of Calumet Specialty Products Partners, L.P., a Delaware limited
partnership;
	 
	 	(b)	 	all of the following present and future Property of each
Consolidated Party (including all Transaction Parties):






          (i) Accounts (other than accounts or other payment obligations constituting the
proceeds of Collateral);




          (ii) Inventory;




          (iii) chattel paper, instruments, documents and payment intangibles, in each case to
the extent relating to Accounts (other than accounts or other payment obligations
constituting the proceeds of Collateral) or Inventory;




          (iv) deposit accounts (other than the PP&E Proceeds Account);




          (v) cash (other than cash in the PP&E Proceeds Account);



 - 1 - 









 






          (vi) letter-of-credit rights in respect of Inventory or Accounts (other than accounts
or other payment obligations constituting the proceeds of Collateral);




          (vii) books and records and accounting systems relating to Accounts or Inventory;




          (viii) customer contracts;




          (ix) tax refunds; and




          (x) financial hedge agreements;



          (b) all proceeds (including, without limitation, insurance proceeds) and products of the
Property described in the foregoing clauses (a) and (b).



Section 1.2 Certification. Calumet certifies that this Amendment will not cause Calumet or
any other Transaction Party to be in breach of any of its obligations under any Group Transaction
Document and that such Transaction Parties are in compliance with the Group Transaction Documents,
in each case, as of the date hereof.



Section 1.3 Effect on Collateral Documents.




          (a) Except as amended herein, the Collateral Trust Agreement, the Security Agreement and each
other Collateral Document shall remain in full force and effect as originally executed, and nothing
herein shall act as a waiver of any of the Administrative Agent’s or any Secured Hedge
Counterparty’s rights under the Collateral Documents, as amended; provided, however, that for the
avoidance of doubt, the Administrative Agent and each Secured Hedge Counterparty waive Calumet’s
requirement, pursuant to Section 7.3(c) of the Collateral Trust Agreement, to deliver a Vote
Request in connection with this Amendment.




          (b) This Amendment is a Collateral Document for the purposes of the provisions of each other
Collateral Document.




          (c) Upon and after the execution of this Amendment by each of the parties hereto, each
reference in the Collateral Trust Agreement to “this Agreement”, “hereunder”, “hereof” or words of
like import referring to the Collateral Trust Agreement, and each reference in the other Collateral
Documents, including the Security Agreement, to “the Collateral Trust Agreement”, “thereunder”,
“thereof” or words of like import referring to the Collateral Trust Agreement, shall mean and be a
reference to the Collateral Trust Agreement as modified hereby.



Section 1.4 UCC Financing Statements. Each party hereto hereby authorizes the
Administrative Agent to prepare and file such financing statements (including continuation
statements) or amendments thereof or supplements thereto as the Administrative Agent may from time
to time deem necessary or appropriate in order to perfect and maintain the security interests
granted by Calumet and each Guarantor pursuant to the Security Agreement as modified hereby.







  2  









 







Section 1.5 Headings. Headings herein are for convenience only and shall not be relied
upon in interpreting or enforcing this Agreement.



Section 1.6 Counterparts. This Agreement may be executed in any number of counterparts,
all of which when taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Agreement by signing any such counterpart.



Section 1.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CHOICE OF LAW DOCTRINE, OTHER THAN
§§ 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.




[remainder of page intentionally left blank]



  3  









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized officers on the respective dates specified below effective on the date specified on
the first page of this document.



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By  	/s/ Anthony W. Kell
 	 
	 	 	Name:  	Anthony W. Kell 	 
	 	 	Title:  	Assistant Vice President
 	 
	 	Date: 	 	 





[Signature Page to Amendment No. 1 to Collateral Trust Agreement]


 









 





	 	 	 	 	 
	 	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 and
 Chief Financial Officer
 	 
	 	Date: 	 	 



	 	 	 	 	 
	 	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 and Chief
Financial Officer
 	 
	 	Date 	 	 



	 	 	 	 	 
	 	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 and Chief Financial Officer
 	 
	 	Date 	 	 



	 	 	 	 	 
	 	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 and Chief
Financial Officer
 	 
	 	Date: 	 	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	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 and Chief
Financial Officer
	 	Date: 	 	 



	 	 	 	 	 
	 	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 and
Chief Financial Officer
 
	 	 	Date: 	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	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 and
  Chief Financial Officer 
	 	 	Date: 	 
	 



	 	 	 	 	 
	 	CALUMET SALES COMPANY INCORPORATED

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

Date: 	 
	 



	 	 	 	 	 
	 	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 and
 Chief Financial Officer

Date: 
	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	J. ARON & COMPANY

as a Secured Hedge Counterparty

 	 
	 	By  	/s/ Colleen Foster
 	 
	 	 	Name:  	Colleen Foster 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Date 	 
	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	KOCH SUPPLY & TRADING, LP

as a Secured Hedge Counterparty

 	 
	 	By  	      /s/ Stephen P. Mawer
 	 
	 	 	Name:  	Stephen P. Mawer 	 
	 	 	Title:  	President
 	 
	 	 	Date: 	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

as a Secured Hedge Counterparty

 	 
	 	By  	      /s/ Roger Heintzelman
 	 
	 	 	Name:  	Roger Heintzelman 	 
	 	 	Title:  	Director
 	 
	 	 	Date: 	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]

 









 





	 	 	 	 	 
	 	MERRILL LYNCH COMMODITIES, INC.

as a Secured Hedge Counterparty

 	 
	 	By  	           /s/ Dennis Albrecht
 	 
	 	 	Name:  	Dennis Albrecht 	 
	 	 	Title:  	Managing Director
 	 
	 	 	Date: 	 



[Signature Page to Amendment No. 1 to Collateral Trust Agreement]