First Supplemental Indenture Dated as of October 7, 2011



 EXHIBIT 4.3 

 
  
 CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. 
 CALUMET FINANCE CORP. 

and 
 the
Guarantors named herein 
  
  

9 
3/8% SENIOR NOTES DUE 2019 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF OCTOBER 7, 2011 

 
  

WILMINGTON TRUST, NATIONAL ASSOCIATION 
 Trustee 
  

 
  

 







 This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
October 7, 2011, is entered into by and among Calumet Specialty Products Partners, L.P., a Delaware limited partnership (the “Company”), Calumet Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the
Company, the “Issuers”), each of the parties identified under the caption “Existing Guarantors” on the signature page hereto (the “Existing Guarantors”), Calumet Superior, LLC, a Delaware limited liability company (the
“New Guarantor” and, together with the Existing Guarantors, the “Guarantors”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as Trustee. 

RECITALS 
 WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of April 21, 2011 (the “Indenture”), which governs $400,000,000 in aggregate principal
amount of 9 3/8% Senior Notes due 2019 issued by the
Issuers on the date thereof (the “Notes”); 
 WHEREAS, Section 9.01(g) of the Indenture provides that the
Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to add any additional Guarantor with respect to the Notes, without the consent of any Holder of a Note; 

WHEREAS, to comply with Section 4.13 of the Indenture, the Issuers desire to cause the New Guarantor to become a Guarantor under the
Indenture; and 
 WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and
the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with
its terms, have been duly done and performed; 
 NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows: 

ARTICLE 1 

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall
be construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Supplemental
Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee. 
 ARTICLE 2 
 From this date, in accordance with Section 4.13 of the Indenture
and by executing this Supplemental Indenture, the New Guarantor is subject to the provisions of the Indenture as a Guarantor to the extent provided for in Article 10 thereunder. 

ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed
(mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth








 
in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. The Trustee assumes no
responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution
or sufficiency of this Supplemental Indenture and makes no representation with respect thereto. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of
or affecting the liability of or affording protection to the Trustee. 
 Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 Section 3.04. The parties hereto may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE] 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 
  

									
	ISSUERS:
		
		 	CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
			
		 	By:	 	Calumet GP, LLC, its general partner
				
		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  

							
		 	CALUMET FINANCE CORP.
			
		 	By:	 	 /s/ R. Patrick Murray, II

		 		 	Name:	 	R. Patrick Murray, II
		 		 	Title:	 	Vice President, Chief Financial Officer, Treasurer and Secretary


  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

											
	EXISTING GUARANTORS:
		
		 	CALUMET OPERATING, LLC
				
		 		 	By:	 	Calumet Specialty Products Partners, L.P., its sole member
					
		 		 		 	By:	 	 Calumet GP, LLC,

its general partner

						
		 		 		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 		 	Name: 	 	R. Patrick Murray, II
		 		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  

											
		 	CALUMET LP GP, LLC
				
		 		 	By:	 	 Calumet Operating, LLC,
 its sole member

				
		 		 	By:	 	 Calumet Specialty Products Partners,
 L.P., its sole member

				
		 		 	By:	 	 Calumet GP, LLC,

its general partner

					
		 		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

									
	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
			
		 	By:	 	 Calumet LP GP, LLC,

its general partner

			
		 	By:	 	 Calumet Operating, LLC,
 its sole member

			
		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

			
		 	By:	 	 Calumet GP, LLC,

its general partner

				
		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  

							
	CALUMET SALES COMPANY INCORPORATED
			
		 	By:	 	 /s/ R. Patrick Murray, II

		 		 	Name:	 	R. Patrick Murray, II
		 		 	Title:	 	Vice President, Chief Financial Officer, Secretary and Treasurer


  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

									
	CALUMET SHREVEPORT, LLC
		
	By:	 	 Calumet Lubricants Co., Limited Partnership,
 its sole member

			
		 	By:	 	 Calumet LP GP, LLC,

its general partner

			
		 	By:	 	 Calumet Operating, LLC,
 its sole member

			
		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

			
		 	By:	 	 Calumet GP, LLC,

its general partner

				
		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

									
	CALUMET SHREVEPORT FUELS, LLC
			
		 	By:	 	 Calumet Shreveport, LLC,
 its sole member

			
		 	By:	 	Calumet Lubricants Co., Limited Partnership, its sole member
			
		 	By:	 	 Calumet LP GP, LLC,

its general partner

			
		 	By:	 	 Calumet Operating, LLC,
 its sole member

			
		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

			
		 	By:	 	 Calumet GP, LLC,

its general partner

				
		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  
 Signature Page to First
Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

									
	CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC
			
		 	By:	 	 Calumet Shreveport, LLC,
 its sole member

			
		 	By:	 	 Calumet Lubricants Co., Limited Partnership,
 its sole member

			
		 	By:	 	 Calumet LP GP, LLC,

its general partner

			
		 	By:	 	 Calumet Operating, LLC,
 its sole member

			
		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

			
		 	By:	 	 Calumet GP, LLC,

its general partner

				
		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  

							
	CALUMET PENRECO, LLC
			
		 	By:	 	 Calumet Lubricants Co., Limited Partnership,
 its sole member

			
		 	By:	 	 Calumet LP GP, LLC,

its general partner

			
		 	By:	 	 Calumet Operating, LLC,
 its sole member

			
		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

			
		 	By:	 	 Calumet GP, LLC,

its general partner

			
		 	By:	 	 /s/ R. Patrick Murray, II

		 		 	Name:	 	R. Patrick Murray, II
		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  
 Signature Page to First
Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

											
	NEW GUARANTOR:
		
		 	CALUMET SUPERIOR, LLC
				
		 		 	By:	 	Calumet Lubricants Co., Limited Partnership, its sole member
				
		 		 	By:	 	 Calumet LP GP, LLC,

its general partner

				
		 		 	By:	 	 Calumet Operating, LLC,
 its sole member

				
		 		 	By:	 	 Calumet Specialty Products Partners, L.P.,
 its sole member

				
		 		 	By:	 	 Calumet GP, LLC,

its general partner

					
		 		 		 	By:	 	 /s/ R. Patrick Murray, II

		 		 		 		 	Name:	 	R. Patrick Murray, II
		 		 		 		 	Title:	 	Vice President, Chief Financial Officer and Secretary


  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee 







  

							
	TRUSTEE:
		
		 	 WILMINGTON TRUST, NATIONAL ASSOCIATION
 (AS SUCCESSOR BY MERGER TO WILMINGTON TRUST FSB)
 as Trustee

			
		 	By:	 	 Jane Y. Schweiger

		 		 	Name:	 	Jane Y. Schweiger
		 		 	Title:	 	Authorized Signatory

  
  
 Signature Page to First Supplemental Indenture and Amendment—Subsidiary Guarantee