First Amendment to Amended and Restated Credit Agreement



 EXHIBIT 10.27 
 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of December 28, 2011 (the “Amendment Date”), among CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware
limited partnership (the “Company”), CALUMET LP GP, LLC, a Delaware limited liability company, CALUMET OPERATING, LLC, a Delaware limited liability company, CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an
Indiana limited partnership, CALUMET SHREVEPORT, LLC, an Indiana limited liability company, CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited liability company, CALUMET SHREVEPORT FUELS, LLC, an Indiana
limited liability company, CALUMET SALES COMPANY INCORPORATED, a Delaware corporation, CALUMET PENRECO, LLC, a Delaware limited liability company, CALUMET FINANCE CORP., a Delaware corporation (“Calumet
Finance”) and CALUMET SUPERIOR, LLC, a Delaware limited liability company (“Calumet Superior”) (collectively, the “Borrowers” and each individually a “Borrower”), the Lenders party
hereto (which Lenders constitute at least the Supermajority Lenders), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (the “Agent”). 

R E C I T A L S: 
 A. The Borrowers, the Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement dated as of June 24, 2011 (as the same may be amended, restated, modified, extended or
renewed from time to time, the “Credit Agreement”). 
 B. The Borrowers, the Supermajority Lenders and the
Agent desire to amend the Credit Agreement to increase the dollar amount of in transit Inventory that may be considered Eligible Inventory. 
 NOW, THEREFORE, for good and valuable consideration hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION 1. DEFINITIONS 
 Section 1.1 Definitions. Capitalized
terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement. 
 SECTION 2. AMENDMENT TO THE
CREDIT AGREEMENT 
 Section 2.1 Amendment to “Eligible Inventory”. The third sentence of the
definition of the term “Eligible Inventory” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

Subject to the foregoing, Inventory owned by a Borrower which is in transit, in order to constitute Eligible Inventory, shall also be
Inventory that either: (i) is in transit between two locations owned or leased by the Borrowers and an appropriate Rent and Costs Reserve has been established, (ii) is subject only to a Document showing Agent as consignee, which has been
delivered to Agent or its agent, (iii) is handled by a freight forwarder that has delivered a Lien Waiver to Agent, (iv) is covered by a documentary Letter of Credit requiring the seller to present shipping and title documents to Issuing
Bank as a condition to payment, (v) was purchased on open account and the seller has forwarded the shipping and title documents to Agent or a freight forwarder, or (vi) is in transit on a rail car to a location of a Borrower after purchase
thereof by a Borrower if (but only if) a Borrower has fully paid for such Inventory or payment therefor is fully secured by a standby letter of credit acceptable to Agent and either 

  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 1 








 
the shipper, owner and/or operator of such rail car has executed an appropriate Lien Waiver or Agent has established a Rent and Costs Reserve with respect to amounts owing or to become owing to
such shipper, owner and/or operator; provided, however, that the aggregate value of all such in transit Inventory referred to in any of the clauses (i) through (vi) above and deemed to constitute Eligible Inventory shall not
at any time exceed $25,000,000. 
 Section 2.2 Amendment to Section 14.1.1. A new
Section 14.1.1(c) is hereby added to the Credit Agreement, which new Section shall be added to the end of Section 14.1.1 of the Credit Agreement and shall read in its entirety as follows: 

(c) Supplements to Certain Schedules. Notwithstanding anything to the contrary contained herein or in any other
Credit Document to the contrary, each of Schedule 1.1B (Pipeline Delivery Points) and Schedule 1.1C (Marked-to-Market Basis) to this Agreement may be supplemented from time to time by the written agreement of Borrower Agent and Agent
in connection with the consummation of a Permitted Acquisition and, in the event of any such agreement, the supplemental information so agreed to between Borrower Agent and Agent shall be deemed to be a part of each such Schedule so supplemented for
all purposes of this Agreement. 
 SECTION 3. CONDITIONS PRECEDENT 

Section 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the condition
precedent that the Agent shall have received this Amendment as duly executed by all parties hereto, which parties shall include the Borrowers and all other Obligors and at least the Supermajority Lenders. 

SECTION 4. MISCELLANEOUS 

Section 4.1 Representations and Warranties. Each of the Obligors represents and warrants to the Agent and the Lenders that
(a) all representations and warranties relating to such Obligor contained in the Credit Agreement or any other Credit Document are true and correct as of the date hereof as if made again on and as of the date hereof (except to the extent that
such representations and warranties were expressly, in the Credit Documents, made only in reference to another specific date, in which case they are true and correct as of such specific date), (b) no Default or Event of Default has occurred and
is continuing (after giving effect to this Amendment), (c) such Obligor has all requisite power and authority to execute and deliver this Amendment, and (d) the execution and delivery of this Amendment by such Obligor has been duly
authorized by all necessary corporate or other organizational action, and does not and will not violate or result in any breach or contravention of any Senior Notes Indenture or other Contractual Obligation to which such Obligor is a party or
subject, any Organization Document of such Obligor or any Applicable Law. 
 Section 4.2 Ratifications. Except as
expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and other Credit Documents are ratified and confirmed and shall continue in full force and effect. The Obligors, the Lenders and the Agent agree
that the Credit Agreement and other Credit Documents shall continue to be legal, valid, binding and enforceable in accordance with their terms except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity,
regardless of whether considered in a proceeding in equity or at law. 
 Section 4.3 Reference to Credit Agreement,
etc. Each of the Credit Documents, including the Credit Agreement and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement
as amended hereby, is hereby amended so that any reference in such Credit Document to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a Credit Document. 

  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 2 








 Section 4.4 Effect of Amendment. Each Obligor hereby agrees that this
Amendment shall not limit or diminish the obligations of any Borrower or other Obligor under the Credit Agreement or any other Credit Document, reaffirms its obligations under the Credit Agreement and each of the other Credit Documents. 

Section 4.5 Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties hereto shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 Section 4.6 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF
ANOTHER LAW (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS). 
 Section 4.7 Successors and
Assigns. This Amendment is binding upon and shall inure to the benefit of the Obligors, the Lenders and the Agent and their respective successors and permitted assigns, except that none of the Obligors may assign or transfer any of its rights or
delegate any of its duties or obligations hereunder without the prior written consent of the Agent and the Supermajority Lenders. 
 Section 4.8 Counterparts; Electronic Signatures. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. Executed counterparts of a signature page to this Amendment may be delivered by facsimile or electronic messaging system, and if so delivered shall have the same
force and effect as manually signed originals for all purposes. 
 Section 4.9 Headings. The headings, captions
and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

Section 4.10 Entire Agreement. THIS AMENDMENT, THE CREDIT AGREEMENT AND ALL OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES HERETO AND THERETO RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO OR
THERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES HERETO OR THERETO. 
 Section 4.11
Costs and Expenses. The Borrowers agree to pay all reasonable out of pocket costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and
expenses of Hunton & Williams LLP. 

  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 3 








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

							
	THE BORROWERS:	 		 		 	 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

				
		 		 		 	 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

				
		 		 		 	 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



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 4 








  

							
		 		 		 	 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

				
		 		 		 	 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



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 5 








  

					
	
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



  

					
	 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



  

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



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 6 








  

	
	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

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

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

	 Financial Officer




  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 7 








  

							
	 THE AGENT AND

THE LENDERS:
	 		 	 BANK OF AMERICA, N. A.,
 as Agent and a Lender

				
		 		 	By:	 	 /s/ Hance VanBeber

		 		 	Name: Hance VanBeber
		 		 	Title: Senior Vice President


  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 8 








  

			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	/s/ Timothy J. Whitefoot
	Name: Timothy J. Whitefoot
	Title: Authorized Officer



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 9 








  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as a Lender

		
	By:	 	/s/ Brant Murdock
	Name: Brant Murdock
	Title: Vice President


  
  
  

 

  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 10 








  

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
 as a Lender

		
	By:	 	/s/ Michael Getz
	Name: Michael Getz
	Title: Vice President
		
	By:	 	/s/ Marcus Tarkington
	Name: Marcus Tarkington
	Title: Director



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 11 








  

			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	/s/ Authorized Signatory
	Name: Authorized Signatory
	Title: Vice President



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 12 








  

			
	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	/s/ Sreedhar R. Kona
	Name:	 	Sreedhar R. Kona
	Title:	 	Assistant Vice President



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 13 








  

			
	SUNTRUST BANK,
	as a Lender
		
	By:	 	/s/ Stephen D. Motts
	Name:	 	Stephen D. Motts
	Title:	 	Director



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 14 








  

			
	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 15 








  

			
	REGIONS BANK, as a Lender
		
	By:	 	/s/ Jon Eckhouse
	Name:	 	Jon Eckhouse
	Title:	 	Vice President



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 16 








  

			
	NATIXIS, as a Lender
		
	By:	 	/s/ Louis P. Laville, III
	 Name: Louis P. Laville, III
 Title: Managing Director



  

			
	
		
	By:	 	/s/ Daniel Payer
	 Name: Daniel Payer

Title: Managing Director




  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 17 








  

			
	COMPASS BANK, as a Lender
		
	By:	 	/s/ Jason Nichols
	 Name: Jason Nichols

Title: Senior Vice President




  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 18 








  

			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	/s/ Ashwin Ramakrishna
	 Name: Ashwin Ramakrishna
 Title: Authorized Signatory




  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 19 








  

			
	 CAPITAL ONE LEVERAGE FINANCE CORP.,
 as a Lender

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT - Page 20