10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

Commission File number 000-51734

Calumet Specialty Products Partners, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	37-1516132
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)
2780 Waterfront Parkway East Drive, Suite 200
Indianapolis, Indiana	46214
(Address of principal executive officers)	(Zip code)

Registrant’s telephone number including area code (317) 328-5660

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

     At August 8, 2011, there were 39,779,778 common units outstanding.

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
QUARTERLY REPORT
For the Three and Six Months Ended June 30, 2011

Table of Contents

	Page
Part I
Item 1. Financial Statements
Condensed Consolidated Balance Sheets	5
Unaudited Condensed Consolidated Statements of Operations	6
Unaudited Condensed Consolidated Statements of Partners’ Capital	7
Unaudited Condensed Consolidated Statements of Cash Flows	8
Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	52
Part II
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3. Defaults Upon Senior Securities	56
Item 4. Removed and Reserved	56
Item 5. Other Information	56
Item 6. Exhibits	57
EX-10.1
EX-10.2
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements can be identified by the use of forward-looking terminology including “may,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. The statements regarding (i) estimated capital expenditures as a result of the required audits or required operational changes included in our settlement with the Louisiana Department of Environmental Quality (“LDEQ”) or other environmental and regulatory liabilities, (ii) our anticipated levels of use of derivatives to mitigate our exposure to crude oil price changes and fuel products price changes, (iii) the estimated purchase price, potential financing, closing timeline and all other discussion with respect to the Superior Acquisition (as defined in this Quarterly Report) and (iv) our ability to meet our financial commitments, minimum quarterly distributions to our unitholders, debt service obligations, credit agreement covenants, contingencies and anticipated capital expenditures, as well as other matters discussed in this Quarterly Report that are not purely historical data, are forward-looking statements. These statements discuss future expectations or state other “forward-looking” information and involve risks and uncertainties. When considering these forward-looking statements, unitholders should keep in mind the risk factors and other cautionary statements included in this Quarterly Report, our Quarterly Report filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2011 (our “2011 First Quarterly Report”) and in our Annual Report on Form 10-K filed with the SEC on February 22, 2011 (our “2010 Annual Report”). These risk factors and other factors noted throughout this Quarterly Report and in our 2010 Annual Report could cause our actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to:

• satisfaction of the conditions to the closing of the Superior Acquisition and the possibility that the Superior Acquisition will not close;

• timing of the completion of the Superior Acquisition;

• our ability to obtain additional financing to fund a portion of the Superior Acquisition and the final purchase price for the Superior Acquisition;

• the overall demand for specialty hydrocarbon products, fuels and other refined products;

• our ability to produce specialty products and fuels that meet our customers’ unique and precise specifications;

• the impact of fluctuations and rapid increases or decreases in crude oil and crack spread prices, including the resulting impact on our liquidity;

• the results of our hedging and other risk management activities;

• our ability to comply with financial covenants contained in our debt instruments;

• the availability of, and our ability to consummate, acquisition or combination opportunities and impact of any completed acquisitions;

• labor relations;

• our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms;

• successful integration and future performance of acquired assets, businesses or third-party product supply and processing relationships;

• environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

• maintenance of our credit ratings and ability to receive open credit lines from our suppliers;

• demand for various grades of crude oil and resulting changes in pricing conditions;

3

• fluctuations in refinery capacity;

• the effects of competition;

• continued creditworthiness of, and performance by, counterparties;

• the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall Street Reform and Consumer Protection Act;

• shortages or cost increases of power supplies, natural gas, materials or labor;

• hurricane or other weather interference with business operations;

• fluctuations in the debt and equity markets;

• accidents or other unscheduled shutdowns; and

• general economic, market or business conditions.

     Other factors described herein, or factors that are unknown or unpredictable, could also have a material adverse effect on future results. Our forward looking statements are not guarantees of future performance, and actual results and future performance may differ materially from those suggested in any forward looking statement. Please also read Part I Item 3 “Quantitative and Qualitative Disclosures About Market Risk” and Part II Item 1A “Risk Factors” of this Quarterly Report.

     All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

     References in this Quarterly Report to “Calumet Specialty Products Partners, L.P.,” “the Company,” “we,” “our,” “us” or like terms refer to Calumet Specialty Products Partners, L.P. and its subsidiaries. References in this Quarterly Report to “our general partner” refer to Calumet GP, LLC, the general partner of the Company.

4

PART I

Item 1. Financial Statements

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2011			December 31, 2010
	(Unaudited)
	(In thousands, except unit data)
ASSETS
Current assets:
Cash and cash equivalents	$	55		$	37
Accounts receivable:
Trade		203,749			157,185
Other		2,436			776
		206,185			157,961
Inventories		258,665			147,110
Prepaid expenses and other current assets		3,656			1,909
Deposits		14,829			2,094
Total current assets		483,390			309,111
Property, plant and equipment, net		607,422			612,433
Goodwill		48,335			48,335
Other intangible assets, net		26,170			29,666
Other noncurrent assets, net		30,907			17,127
Total assets	$	1,196,224		$	1,016,672
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	236,169		$	146,730
Accounts payable — related party		1,380			27,985
Accrued salaries, wages and benefits		7,975			7,559
Taxes payable		8,360			7,174
Other current liabilities		7,146			16,605
Current portion of long-term debt		942			4,844
Derivative liabilities		137,885			32,814
Total current liabilities		399,857			243,711
Pension and postretirement benefit obligations		8,426			9,168
Other long-term liabilities		1,069			1,083
Long-term debt, less current portion		428,440			364,431
Total liabilities		837,792			618,393
Commitments and contingencies (Note 4)
Partners’ capital:
Limited partners’ interest (39,779,778 units and 35,279,778 units issued and outstanding at June 30, 2011 and December 31, 2010, respectively)		462,458			407,773
General partner’s interest		19,302			18,125
Accumulated other comprehensive loss		(123,328	)		(27,619	)
Total partners’ capital		358,432			398,279
Total liabilities and partners’ capital	$	1,196,224		$	1,016,672

See accompanying notes to unaudited condensed consolidated financial statements.

5

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
	(In thousands, except per unit data)
Sales	$	733,770		$	514,652		$	1,339,010		$	999,269
Cost of sales		683,205			465,033			1,241,581			917,974
Gross profit		50,565			49,619			97,429			81,295
Operating costs and expenses:
Selling, general and administrative		10,467			8,321			20,995			15,491
Transportation		22,691			19,956			45,766			40,202
Taxes other than income taxes		1,203			1,098			2,563			2,123
Insurance recoveries		(7,910	)		—			(8,698	)		—
Other		703			480			1,238			808
Operating income		23,411			19,764			35,565			22,671
Other income (expense):
Interest expense		(10,544	)		(7,277	)		(18,025	)		(14,711	)
Debt extinguishment costs		(15,130	)		—			(15,130	)		—
Realized loss on derivative instruments		(2,370	)		(5,297	)		(1,984	)		(5,858	)
Unrealized loss on derivative instruments		(3,124	)		(8,008	)		(3,541	)		(15,766	)
Other		274			9			103			(50	)
Total other expense		(30,894	)		(20,573	)		(38,577	)		(36,385	)
Net loss before income taxes		(7,483	)		(809	)		(3,012	)		(13,714	)
Income tax expense		168			98			438			260
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Allocation of net loss:
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Less:
General partner’s interest in net loss		(153	)		(18	)		(69	)		(279	)
Holders of incentive distribution rights		—			—			—			—
Net loss attributable to limited partners	$	(7,498	)	$	(889	)	$	(3,381	)	$	(13,695	)
Weighted average limited partner units outstanding — basic and diluted		39,886			35,359			38,373			35,355
Limited partners’ interest basic and diluted net loss per unit	$	(0.19	)	$	(0.03	)	$	(0.09	)	$	(0.39	)
Cash distributions declared per limited partner unit	$	0.495		$	0.455		$	0.97		$	0.91

See accompanying notes to unaudited condensed consolidated financial statements.

6

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

	Accumulated Other			Partners’ Capital
	Comprehensive			General			Limited Partners
	Loss			Partner			Common			Subordinated			Total
	(In thousands)
Balance at December 31, 2010	$	(27,619	)	$	18,125		$	390,843		$	16,930		$	398,279
Distributions to partners		—			(724	)		(29,393	)		(6,141	)		(36,258	)
Subordinated unit conversion		—			—			10,789			(10,789	)		—
Comprehensive loss:
Net loss		—			(69	)		(3,381	)		—			(3,450	)
Cash flow hedge loss reclassified to net loss		46,944			—			—			—			46,944
Change in fair value of cash flow hedges		(142,775	)		—			—			—			(142,775	)
Defined benefit pension and retiree health benefit plans		122			—			—			—			122
Comprehensive loss														(99,159	)
Proceeds from public equity offering, net		—			—			92,290			—			92,290
Contribution from Calumet GP, LLC		—			1,970			—			—			1,970
Units repurchased for phantom unit grants		—			—			(620	)		—			(620	)
Issuance of phantom units		—			—			648			—			648
Amortization of vested phantom units		—			—			1,282			—			1,282
Balance at June 30, 2011	$	(123,328	)	$	19,302		$	462,458		$	—		$	358,432

See accompanying notes to unaudited condensed consolidated financial statements.

7

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Six Months Ended
	June 30,
	2011			2010
	(In thousands)
Operating activities
Net loss	$	(3,450	)	$	(13,974	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		28,964			29,502
Amortization of turnaround costs		5,746			4,100
Non-cash interest expense		1,655			1,906
Non-cash debt extinguishment costs		14,401			—
Provision for doubtful accounts		255			(91	)
Unrealized loss on derivative instruments		3,541			15,766
Other non-cash activities		338			1,114
Changes in assets and liabilities:
Accounts receivable		(48,479	)		(27,323	)
Inventories		(111,555	)		(9,583	)
Prepaid expenses and other current assets		(1,747	)		(1,324	)
Derivative activity		5,699			1,443
Turnaround costs		(7,501	)		(8,548	)
Deposits		(12,735	)		3,589
Accounts payable		62,834			48,584
Accrued salaries, wages and benefits		383			(603	)
Taxes payable		1,186			166
Other liabilities		(9,473	)		(2,143	)
Pension and postretirement benefit obligations		(620	)		(14	)
Net cash provided by (used in) operating activities		(70,558	)		42,567
Investing activities
Additions to property, plant and equipment		(20,635	)		(17,017	)
Proceeds from insurance recoveries — equipment		1,942			—
Proceeds from sale of equipment		130			121
Net cash used in investing activities		(18,563	)		(16,896	)
Financing activities
Proceeds from borrowings — revolving credit facility		692,543			489,489
Repayments of borrowings — revolving credit facility		(675,285	)		(480,249	)
Repayments of borrowings — term loan credit facility		(367,385	)		(1,925	)
Payments on capital lease obligations		(534	)		(743	)
Proceeds from equity offering, net		92,290			793
Proceeds from senior notes offering		400,000			—
Debt issuance costs		(17,582	)		—
Contribution from Calumet GP, LLC		1,970			18
Common units repurchased for vested phantom unit grants		(620	)		(248	)
Distributions to partners		(36,258	)		(32,788	)
Net cash provided by (used in) financing activities		89,139			(25,653	)
Net increase in cash and cash equivalents		18			18
Cash and cash equivalents at beginning of period		37			49
Cash and cash equivalents at end of period	$	55		$	67
Supplemental disclosure of cash flow information
Interest paid	$	11,830		$	13,074
Income taxes paid	$	116		$	89

See accompanying notes to unaudited condensed consolidated financial statements.

8

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

1. Description of the Business

     Calumet Specialty Products Partners, L.P. (the “Company”) is a Delaware limited partnership. The general partner of the Company is Calumet GP, LLC, a Delaware limited liability company. As of June 30, 2011, the Company had 39,779,778 common units and 811,832 general partner units outstanding. The number of common units outstanding includes 13,066,000 common units that converted from subordinated units on February 16, 2011. There are no longer any subordinated units outstanding. Refer to Note 9 for additional information. The general partner owns 2% of the Company while the remaining 98% is owned by limited partners. The Company is engaged in the production and marketing of crude oil-based specialty lubricating oils, white mineral oils, solvents, petrolatums, waxes and fuels. The Company owns facilities located in Shreveport, Louisiana (“Shreveport”); Princeton, Louisiana (“Princeton”); Cotton Valley, Louisiana (“Cotton Valley”); Karns City, Pennsylvania (“Karns City”) and Dickinson, Texas (“Dickinson”) and a terminal located in Burnham, Illinois (“Burnham”).

     The unaudited condensed consolidated financial statements of the Company as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 included herein have been prepared, without audit, pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (the “U.S.”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2010 Annual Report. The Company issued these unaudited condensed consolidated financial statements by filing them with the SEC and has evaluated subsequent events up to the time of filing. Refer to Note 15 for additional information on these subsequent events.

2. New Accounting Pronouncements

     In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements” ( “ASU 2010-06”), which amends ASC No. 820, “Fair Value Measurements and Disclosures” to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which is effective for fiscal years (including interim periods) beginning after December 15, 2010. Effective January 1, 2010, the Company adopted ASU 2010-06 standard relating to disclosures about transfers in and out of Level 1 and 2 and the inputs and valuation techniques used to measure fair value. Effective January 1, 2011, the Company adopted ASU 2010-06 standard relating to the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial position, results of operations or cash flows.

     In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for the first reporting period (including interim periods) beginning after December 15, 2011. The Company is in process of evaluating the impact of the adoption of ASU 2011-04 on the Company’s financial statements.

9

     In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of partners’ capital. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

3. Inventories

     The cost of inventories is determined using the last-in, first-out (LIFO) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lower of cost or market value.

     Inventories consist of the following:

	June 30,		December 31,
	2011		2010
Raw materials	$	82,301	$	12,885
Work in process		59,807		49,006
Finished goods		116,557		85,219
	$	258,665	$	147,110

     The replacement cost of these inventories, based on current market values, would have been $85,775 and $55,855 higher as of June 30, 2011 and December 31, 2010, respectively. For the three and six months ended June 30, 2011 and 2010, the Company recorded $0 and $883, respectively, of gains in cost of sales in the unaudited condensed consolidated statements of operations due to the liquidation of lower cost inventory layers.

4. Commitments and Contingencies

     From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the LDEQ, the U.S. Environmental Protection Agency (“EPA”), the Internal Revenue Service and the Occupational Safety and Health Administration (“OSHA”), as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Insurance Recoveries

     During the second quarter, the Company reached a final settlement of its insurance claim related to the failure of an environmental operating unit at its Shreveport refinery in 2010, resulting in a gain of $7,910 recorded in the second quarter of 2011. This claim related to both property damage and business interruption. Recoveries of $1,942 related to property damage have been reflected within investing activities (with the remainder in operating activities) in the unaudited condensed consolidated statement of cash flows.

Environmental

     The Company operates crude oil and specialty hydrocarbon refining and terminal operations, which are subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations can impair the Company’s operations that affect the environment in many ways, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company can release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, and imposing substantial liabilities for pollution resulting from its operations. Certain environmental laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed.

     Failure to comply with environmental laws and regulations may result in the triggering of administrative, civil and criminal measures, including the assessment of monetary penalties, the imposition of remedial obligations and the issuance of injunctions

10

limiting or prohibiting some or all of the Company’s operations. On occasion, the Company receives notices of violation, enforcement and other complaints from regulatory agencies alleging non-compliance with applicable environmental laws and regulations. For example, the LDEQ initiated enforcement actions in prior years for the following alleged violations: (i) a May 2001 notification received by the Cotton Valley refinery from the LDEQ regarding several alleged violations of various air emission regulations, as identified in the course of the Company’s Leak Detection and Repair program, and also for failure to submit various reports related to the facility’s air emissions; (ii) a December 2002 notification received by the Company’s Cotton Valley refinery from the LDEQ regarding alleged violations for excess emissions, as identified in the LDEQ’s file review of the Cotton Valley refinery; (iii) a December 2004 notification received by the Cotton Valley refinery from the LDEQ regarding alleged violations for the construction of a multi-tower pad and associated pump pads without a permit issued by the agency; and (iv) an August 2005 notification received by the Princeton refinery from the LDEQ regarding alleged violations of air emissions regulations, as identified by the LDEQ following performance of a compliance review, due to excess emissions and failures to continuously monitor and record air emissions levels. On December 23, 2010, the Company entered into a settlement agreement with the LDEQ that consolidated the terms of its settlement of the aforementioned violations with the Company’s agreement to voluntarily participate in the LDEQ’s “Small Refinery and Single Site Refinery Initiative” described below.

     In 2010, the Company entered into a settlement agreement with the LDEQ regarding the Company’s voluntary participation in the LDEQ’s “Small Refinery and Single Site Refinery Initiative.” This state initiative is patterned after the EPA’s “National Petroleum Refinery Initiative,” which is a coordinated, integrated compliance and enforcement strategy to address federal Clean Air Act compliance issues at the nation’s largest petroleum refineries. The agreement, voluntarily entered into by the Company, requires the Company to make a $1,000 payment to the LDEQ and complete beneficial environmental programs and implement emissions reduction projects at the Company’s Shreveport, Cotton Valley and Princeton refineries. The Company estimates implementation of these requirements will result in approximately $11,000 to $15,000 of capital expenditures, expenditures related to additional personnel and environmental studies over the next five years. This agreement also fully settles the aforementioned alleged environmental and permit violations at the Company’s Shreveport, Cotton Valley and Princeton refineries and stipulates that no further civil penalties over alleged past violations at those refineries will be pursued by the LDEQ. The required investments are expected to include projects resulting in (i) nitrogen oxide and sulfur dioxide emission reductions from heaters and boilers and the application of New Source Performance Standards for sulfur recovery plants and flaring devices, (ii) control of incidents related to acid gas flaring, tail gas and hydrocarbon flaring, (iii) electrical reliability improvements to reduce flaring, (iv) flare refurbishment at the Shreveport refinery, (v) enhancement of the Benzene Waste National Emissions Standards for Hazardous Air Pollutants programs and the Leak Detection and Repair programs at the Company’s three Louisiana refineries and (vi) Title V audits and targeted audits of certain regulatory compliance programs. During negotiations with the LDEQ, the Company voluntarily initiated projects for certain of these requirements prior to the settlement with the LDEQ, and currently anticipates completion of these projects over the next five years. These capital investment requirements will be incorporated into the Company’s annual capital expenditures budget and the Company does not expect any additional capital expenditures as a result of the required audits or required operational changes included in the settlement to have a material adverse effect on the Company’s financial results or operations. Before the terms of this settlement agreement are deemed final, they will require the concurrence of the Louisiana Attorney General, which concurrence is anticipated to be granted during 2011.

     Voluntary remediation of subsurface contamination is in process at each of the Company’s refinery sites. The remedial projects are being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the groundwater contamination at these refineries can be controlled or remedied without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material. The Company incurred approximately $261 of such capital expenditures at its Cotton Valley refinery during the first six months of 2011 and estimates that it will incur another $489 of capital expenditures at its Cotton Valley refinery during the remainder of 2011 in connection with these activities. The Company incurred approximately $541 of such capital expenditures at its Cotton Valley refinery during 2010.

     The Company is indemnified by Shell Oil Company, as successor to Pennzoil-Quaker State Company and Atlas Processing Company, for specified environmental liabilities arising from the operations of the Shreveport refinery prior to the Company’s acquisition of the facility. The indemnity is unlimited in amount and duration, but requires the Company to contribute up to $1,000 of the first $5,000 of indemnified costs for certain of the specified environmental liabilities.

11

Health, Safety and Maintenance

     The Company is subject to various laws and regulations relating to occupational health and safety, including OSHA and comparable state laws. These laws and the implementing regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in the Company’s operations and that this information be provided to employees, contractors, state and local government authorities and customers. The Company maintains safety, training and maintenance programs as part of its ongoing efforts to ensure compliance with applicable laws and regulations. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. The Company has implemented an internal program of inspection designed to monitor and enforce compliance with worker safety requirements as well as a quality system that meets the requirements of the ISO-9001-2008 Standard. The integrity of the Company’s ISO-9001-2008 Standard certification is maintained through surveillance audits by its registrar at regular intervals designed to ensure adherence to the standards.

     The Company has completed studies to assess the adequacy of its process safety management practices at its Shreveport refinery with respect to certain consensus codes and standards. The Company expects to incur between $5,000 and $8,000 of capital expenditures in total during 2011, 2012 and 2013 to address OSHA compliance issues identified in these studies. The Company expects these capital expenditures will enhance its equipment such that the equipment maintains compliance with applicable consensus codes and standards. The Company believes that its operations are in substantial compliance with OSHA and similar state laws.

     Beginning in February 2010, OSHA conducted an inspection of the Shreveport refinery’s process safety management program under OSHA’s National Emphasis Program, which is targeting all U.S. refineries for review. On August 19, 2010, OSHA issued a Citation and Notification of Penalty (the “Shreveport Citation”) to the Company as a result of the Shreveport inspection, which included a proposed civil penalty amount of $173. The Company contested the Shreveport Citation and associated penalty amount and agreed to a final penalty amount of $119 that was paid in January 2011. Similarly, OSHA conducted an inspection of the Cotton Valley refinery’s process safety management program under OSHA’s National Emphasis Program in the first quarter of 2011. On March 14, 2011, OSHA issued a Citation and Notification of Penalty (the “Cotton Valley Citation”) to the Company as a result of the Cotton Valley inspection, which included a proposed penalty amount of $208. The Company has contested the Cotton Valley Citation and associated penalties and is currently in negotiations with OSHA to reach a settlement allowing an extended abatement period for a new refinery flare system study and for completion of facility siting modifications, including relocation and hardening of structures.

Standby Letters of Credit

     The Company has agreements with various financial institutions for standby letters of credit which have been issued to domestic vendors. As of June 30, 2011 and December 31, 2010, the Company had outstanding standby letters of credit of $179,473 and $90,725, respectively, under its senior secured revolving credit facility (the “revolving credit facility”), which was amended and restated on June 24, 2011. Refer to Note 5 for additional information. The maximum amount of letters of credit the Company can issue at June 30, 2011 is limited to its borrowing capacity under its revolving credit facility or $550,000, whichever is lower. At December 31, 2010, the limitation was the lower of the Company’s borrowing capacity or $375,000. As of June 30, 2011 and December 31, 2010, the Company had availability to issue letters of credit of $194,668 and $145,454, respectively, under its revolving credit facility. As discussed in Note 5, as of June 30, 2011 the outstanding standby letters of credit issued under the revolving credit facility included a $25,000 letter of credit to support a portion of its fuel products hedging program.

12

5. Long-Term Debt

     Long-term debt consisted of the following:

	June 30,		December 31,
	2011		2010
Borrowings under senior secured first lien term loan with third-party lenders, extinguished in 2011	$	—	$	367,385
Borrowings under senior secured revolving credit agreement with third-party lenders, amended and restated in June 2011		—		10,832
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest at prime plus 1.25% (4.50% at June 30, 2011), interest payments monthly, borrowings due June 2016		28,090		—
Borrowings under 2019 Notes, interest at a fixed rate of 9.375% at June 30, 2011, interest payments semiannually, borrowings due May 2019, effective interest rate of 9.95% for the quarter ended June 30, 2011		400,000		—
Capital lease obligations, at various interest rates, interest and principal payments quarterly through November 2013		1,292		1,781
Less unamortized discount on senior secured first lien term loan with third-party lenders, extinguished in 2011		—		(10,723	)
Total long-term debt		429,382		369,275
Less current portion of long-term debt		942		4,844
	$	428,440	$	364,431

     During the quarter ended June 30, 2011, the Company restructured the majority of its outstanding long-term debt. The Company issued $400,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes”), amended its then current senior secured revolving credit agreement to allow for the issuance of the 2019 Notes, and used the majority of the proceeds from the 2019 Notes to repay borrowings under, and subsequently extinguish, the senior secured first lien term loan. The Company also amended certain of its master derivative contracts and entered into a collateral sharing agreement with its hedging counterparties. Further, the Company amended and restated its revolving credit agreement to increase the credit facility from $375,000 to $550,000, as well as amend covenants and contractual terms. Each of these activities is discussed in further detail in the following paragraphs.

9 3/8% Senior Notes

     On April 21, 2011, the Company issued and sold the 2019 Notes in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers. The 2019 Notes were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $389,038 net of underwriters’ fees and expenses, which the Company used to repay in full borrowings outstanding under its existing senior secured first lien term loan, as well as all accrued interest and fees, and for general partnership purposes. Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of the Company’s operating subsidiaries and the Company’s future operating subsidiaries.

     At any time prior to May 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, the Company may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

13

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

     Prior to May 1, 2015, the Company may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indenture governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

     The indenture governing the 2019 Notes contains covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indenture governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that the Company repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the notes offering on April 21, 2011, the Company’s then current senior secured revolving credit agreement was amended on April 15, 2011, to among other things, (i) permit the issuance of the 2019 Notes; (ii) upon consummation of the issuance of the 2019 Notes and the termination of the senior secured first lien credit agreement, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility; and (iii) change the interest rate pricing on the revolving credit facility.

Registration Rights Agreement

     On April 21, 2011, in connection with the issuance and sale of the 2019 Notes, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the initial purchasers of the 2019 Notes obligating the Company to use reasonable best efforts to file an exchange registration statement with the SEC, so that holders of the 2019 Notes can offer to exchange the 2019 Notes issued in the April 2011 offering for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. The Company must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, the Company has agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, the Company must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If the Company fails to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Agreement

     The Company’s $435,000 senior secured first lien credit facility (the “term loan facility”) included a $385,000 term loan and a $50,000 prefunded letter of credit facility to support crack spread hedging. The Company extinguished this facility on April 21, 2011 in connection with the issuance and sale of the 2019 Notes, as further discussed above. The term loan bore interest at a rate equal to (i) with respect to a LIBOR Loan, the LIBOR Rate (as defined in the senior secured first lien credit agreement) plus 400 basis points and (ii) with respect to a Base Rate Loan, the Base Rate (as defined in the senior secured first lien credit agreement) plus 300 basis points. At December 31, 2010, the term loan bore interest at 4.29%. Please refer to “Amendments to Master Derivative Contracts” below for information on termination of the $50,000 prefunded letter of credit to support crack spread hedging.

14

     Lenders under the term loan facility generally had a first priority lien on the Company’s fixed assets and a second priority lien on its cash, accounts receivable, inventory and certain other personal property. The term loan facility required quarterly principal payments of $963 through September 30, 2014, with the remaining balance due at maturity on January 3, 2015.

     On April 21, 2011, the Company used approximately $369,486 of the net proceeds from the issuance and sale of the 2019 Notes to repay in full its term loan, as well as accrued interest and fees, and terminated the entire senior secured first lien credit facility, including the term loan and $50,000 prefunded letter of credit. The Company did not incur any material early termination penalties in connection with its termination of the senior secured first lien credit facility. Further, in the second quarter of 2011 the Company recorded approximately $15,130 of extinguishment charges related to the writeoff of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

Amendments to Master Derivative Contracts

     In connection with the termination of the term loan facility and the amendment of the senior secured revolving credit agreement, on April 21, 2011, the Company entered into amendments to certain of the Company’s master derivatives contracts (“Amendments”) to provide new credit support arrangements to secure the Company’s payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of the senior secured revolving credit agreement. Under the new credit support arrangements, the Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company also issued to one counterparty a $25,000 standby letter of credit under the amended and restated senior secured revolving credit facility to replace a prefunded $50,000 letter of credit previously issued under the senior secured first lien credit facility. In the event that such counterparty’s exposure to the Company exceeds $150,000, the Company will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. In addition to the $25,000 standby letter of credit posted to one counterparty, as of June 30, 2011 the Company had cash collateral posted with another counterparty of $11,900. The Company’s master derivatives contracts continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

     In connection with the Amendments, on April 21, 2011, the Company entered into a collateral sharing agreement among each of its secured hedging counterparties and an administrative agent for the benefit of the secured hedging counterparties, which governs how the secured hedging counterparties will share collateral pledged as security for the payment obligations owed by the Company to the secured hedging counterparties under their respective master derivatives contracts. Subject to certain conditions set forth in the collateral trust agreement, the Company has the ability to add secured hedging counterparties thereto.

Amended and Restated Senior Secured Revolving Credit Agreement

     On June 24, 2011, the Company entered into an amended and restated senior secured revolving credit agreement which increased the maximum availability of credit from $375,000 to $550,000, subject to borrowing base limitations, and includes a $300,000 incremental uncommitted expansion feature. The revolving credit agreement, which is the Company’s primary source of liquidity for cash needs in excess of cash generated from operations, matures in June 2016 and currently bears interest at a rate equal to prime plus a basis points margin or LIBOR plus a basis points margin, at the Company’s option. As of June 30, 2011, the margin was 125 basis points for prime and 250 basis points for LIBOR; however the margin fluctuates quarterly based on the Company’s average availability for additional borrowings under the revolving credit agreement in the preceding calendar quarter as follows:

Quarterly Average	Margin on Base Rate			Margin on LIBOR
Availability Percentage	Revolving Loans			Revolving Loans
≥ 66%		1.00	%		2.25	%
≥ 33% and < 66%		1.25	%		2.50	%
< 33%		1.50	%		2.75	%

     The borrowing capacity at June 30, 2011 under the revolving credit facility was $402,231. As of June 30, 2011, the Company borrowed $28,090, leaving $194,668 available for additional borrowings based on collateral and specified availability limitations. The lenders under the revolving credit agreement have a first priority lien on the Company’s cash, accounts receivable, inventory and certain other personal property.

     In addition, the amended and restated senior secured revolving credit agreement contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments;

15

redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the amended and restated senior secured revolving credit agreement contains one springing financial covenant which provides that only if the Company’s availability under the amended and restated senior secured revolving credit agreement falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $30,000, then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0.

     As of June 30, 2011, maturities of the Company’s long-term debt are as follows:

Year	Maturity
2011	$	505
2012		551
2013		236
2014		—
2015		—
Thereafter		428,090
Total	$	429,382

6. Derivatives

     The Company utilizes derivative instruments to minimize its price risk and volatility of cash flows associated with the purchase of crude oil and natural gas, the sale of fuel products and interest payments. The Company employs various hedging strategies, which are further discussed below. The Company does not hold or issue derivative instruments for trading purposes.

     The Company recognizes all derivative instruments at their fair values (see Note 8) as either assets or liabilities on the condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes. The Company recorded the following derivative assets and liabilities at their fair values as of June 30, 2011 and December 31, 2010:

	Derivative Assets				Derivative Liabilities
	June 30, 2011		December 31, 2010		June 30, 2011			December 31, 2010
Derivative instruments designated as hedges:
Fuel products segment:
Crude oil swaps	$	—	$	—	$	126,090		$	134,916
Gasoline swaps		—		—		(12,815	)		(14,149	)
Diesel swaps		—		—		(75,698	)		(53,744	)
Jet fuel swaps		—		—		(173,134	)		(96,556	)
Interest rate swaps:		—		—		—			(2,681	)
Total derivative instruments designated as hedges		—		—		(135,557	)		(32,214	)
Derivative instruments not designated as hedges:
Fuel products segment:
Jet fuel crack spread collars (1)		—		—		—			20
Specialty products segment: (2)
Crude oil collars		—		—		—			—
Natural gas swaps		—		—		—			—
Crude oil swaps		—		—		—			662
Interest rate swaps: (3)		—		—		(2,328	)		(1,282	)
Total derivative instruments not designated as hedges		—		—		(2,328	)		(600	)
Total derivative instruments	$	—	$	—	$	(137,885	)	$	(32,814	)

(1)	The Company entered into jet fuel crack spread collars, which do not qualify for hedge accounting, to economically hedge its exposure to changes in the jet fuel crack spread.
(2)	The Company enters into combinations of crude oil options and swaps and natural gas swaps to economically hedge its exposures to price risk related to these commodities in its specialty products segment. The Company has not designated these derivative instruments as hedges.

16

(3) The Company refinanced its long-term debt in April 2011 and, as a result, all of its interest rate swaps that were designated as a cash flow hedge for the interest payments under the previous debt agreement are no longer designated as hedges.

     To the extent a derivative instrument is determined to be effective as a cash flow hedge of an exposure to changes in the fair value of a future transaction, the change in fair value of the derivative is deferred in accumulated other comprehensive loss, a component of partners’ capital in the condensed consolidated balance sheets, until the underlying transaction hedged is recognized in the unaudited condensed consolidated statements of operations. The Company accounts for certain derivatives hedging purchases of crude oil and natural gas, sales of gasoline, diesel and jet fuel and the payment of interest as cash flow hedges. The derivatives hedging sales and purchases are recorded to sales and cost of sales, respectively, in the unaudited condensed consolidated statements of operations upon recording the related hedged transaction in sales or cost of sales. The derivatives designated as hedging payments of interest are recorded in interest expense in the unaudited condensed consolidated statements of operations upon payment of interest. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

     For derivative instruments not designated as cash flow hedges and the portion of any cash flow hedge that is determined to be ineffective, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a cash flow hedge, the gain or loss at settlement is recorded to realized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations.

17

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the three months ended, June 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Loss							Loss on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Three Months Ended						Location of	Three Months Ended							Three Months Ended
	June 30,						(Gain)	June 30,						Location of Gain	June 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	(75,758	)	$	(95,836	)	Cost of sales	$	(39,333	)	$	(18,178	)	Unrealized/ Realized	$	(1,716	)	$	(3,500	)
Gasoline swaps		1,374			25,491		Sales		12,576			5,874		Unrealized/ Realized		(878	)		(3,016	)
Diesel swaps		27,530			41,122		Sales		25,074			10,002		Unrealized/ Realized		19			(43	)
Jet fuel swaps		31,169			24,847		Sales		29,113			—		Unrealized/ Realized		(1,128	)		166
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,634			(449	)	Interest expense		—			511		Unrealized/ Realized		—			—
Total	$	(14,051	)	$	(4,825	)		$	27,430		$	(1,791	)		$	(3,703	)	$	(6,393	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the three months ended June 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss on
	Derivatives						Derivatives
	Three Months Ended						Three Months Ended
	June 30,						June 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(2,155	)	$	—		$	5,366
Gasoline swaps		—			3,709			—			(7,161	)
Diesel swaps		—			(325	)		—			325
Jet fuel swaps		—			—			—			—
Jet fuel collars		—			—			—			(162	)
Specialty products segment:
Crude oil collars		—			(2,188	)		—			(2,245	)
Crude oil swaps		—			(1,686	)		—			(298	)
Natural gas swaps		—			—			—			(76	)
Interest rate swaps:		(553	)		(205	)		(1,238	)		189
Total	$	(553	)	$	(2,850	)	$	(1,238	)	$	(4,062	)

18

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the six months ended, June 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Loss							Loss on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Six Months Ended						Location of	Six Months Ended							Six Months Ended
	June 30,						(Gain)	June 30,						Location of Gain	June 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	61,188		$	(79,355	)	Cost of sales	$	(58,434	)	$	(35,686	)	Unrealized/ Realized	$	(497	)	$	(9,973	)
Gasoline swaps		(17,736	)		19,650		Sales		18,815			11,058		Unrealized/ Realized		(1,339	)		(4,551	)
Diesel swaps		(68,792	)		32,556		Sales		43,187			15,810		Unrealized/ Realized		(538	)		(1,224	)
Jet fuel swaps		(119,414	)		17,623		Sales		42,674			—		Unrealized/ Realized		(1,604	)		166
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,979			(1,398	)	Interest expense		702			1,297		Unrealized/ Realized		—			—
Total	$	(142,775	)	$	(10,924	)		$	46,944		$	(7,521	)		$	(3,978	)	$	(15,582	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the six months ended June 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss
	Derivatives						on Derivatives
	Six Months Ended						Six Months Ended
	June 30,						June 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(4,390	)	$	—		$	6,938
Gasoline swaps		—			7,103			—			(9,203	)
Diesel swaps		—			(650	)		—			650
Jet fuel swaps		—			—			—			—
Jet fuel collars		(562	)		—			543			(288	)
Specialty products segment:
Crude oil collars		—			(2,959	)		—			(1,268	)
Crude oil swaps		932			(1,662	)		(662	)		(247	)
Natural gas swaps		—			(35	)		—			(76	)
Interest rate swaps:		(752	)		(405	)		(1,046	)		450
Total	$	(382	)	$	(2,998	)	$	(1,165	)	$	(3,044	)

     The cash flow impact of the Company’s derivative activities is classified as a change in derivative activity in the operating activities section in the unaudited condensed consolidated statements of cash flows.

     The Company is exposed to credit risk in the event of nonperformance by its counterparties on these derivative transactions. The Company does not expect nonperformance on any derivative instruments, however, no assurances can be provided. The Company’s credit exposure related to these derivative instruments is represented by the fair value of contracts reported as derivative assets. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings. The Company executes all of its derivative instruments with large financial institutions that have ratings of at least A2 and A by Moody’s and S&P, respectively. In the event of default, the Company would potentially be subject to losses on derivative instruments with mark to market gains. The Company requires collateral from its counterparties when the fair value of the derivatives exceeds agreed upon thresholds in its contracts with these counterparties. No such collateral was held by the Company as of June 30, 2011 or December 31, 2010. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. Collateral received from counterparties is reported in other current liabilities, and collateral held by counterparties is reported in deposits, on the Company’s condensed consolidated balance sheets and not netted against derivative assets or liabilities. As of June 30, 2011, the Company had provided its counterparties with $11,900 cash collateral above the $25,000 letter of credit provided to one

19

counterparty to support crack spread hedging. As of December 31, 2010, the Company had provided its counterparties with no cash collateral or letters of credit above the $50,000 prefunded letter of credit then in effect and provided to one counterparty to support crack spread hedging. For financial reporting purposes, the Company does not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to the Company upon settlement of the related derivative instrument liability.

     Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. In certain cases, the Company’s credit threshold is dependent upon the Company’s maintenance of certain corporate credit ratings with Moody’s and S&P. In the event that the Company’s corporate credit rating was lowered below its current level by either Moody’s or S&P, such counterparties would have the right to reduce the applicable threshold to zero and demand full collateralization of the Company’s net liability position on outstanding derivative instruments. As of June 30, 2011 and December 31, 2010, there was a net liability of $753 and $388, respectively, associated with the Company’s outstanding derivative instruments subject to such requirements. In addition, the majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business.

     The effective portion of the hedges classified in accumulated other comprehensive loss is $118,598 as of June 30, 2011, and absent a change in the fair market value of the underlying transactions, will be reclassified to earnings by December 31, 2013 with balances being recognized as follows:

	Accumulated Other
	Comprehensive
Year	Loss
2011	$	35,586
2012		80,630
2013		2,382
Total	$	118,598

     Based on fair values as of June 30, 2011, the Company expects to reclassify $79,666 of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to actual crude oil purchases, gasoline and diesel and jet fuel sales. However, the amounts actually realized will be dependent on the fair values as of the date of settlements.

Crude Oil Swap and Collar Contracts — Specialty Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes combinations of options and swaps to manage crude oil price risk and volatility of cash flows in its specialty products segment. These derivatives may be designated as cash flow hedges of the future purchase of crude oil if they meet the hedge criteria. The Company’s general policy is to enter into crude oil derivative contracts that mitigate the Company’s exposure to price risk associated with crude oil purchases related to specialty products production (for up to 70% of expected purchases). While the Company’s policy generally requires that these positions be short term in nature and expire within three to nine months from execution, the Company may execute derivative contracts for up to two years forward, if a change in the risks supports lengthening the Company’s position. As of June 30, 2011, the Company did not have any crude oil derivatives related to future crude oil purchases in its specialty products segment.

     At December 31, 2010, the Company had the following crude oil derivatives related to crude oil purchases in its specialty products segment, none of which were designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
February 2011		33,600		1,200	$	83.10
March 2011		37,200		1,200		83.55
Totals		70,800
Average price					$	83.34

20

Crude Oil Swap Contracts — Fuel Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes swap contracts to manage crude oil price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into crude oil swap contracts for a period no greater than five years forward and for no more than 75% of crude oil purchases used in fuels production. At June 30, 2011, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Third Quarter 2011		1,610,000		17,500	$	77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,626,000		15,372		87.43
Calendar Year 2013		2,864,000		7,847		100.71
Totals		11,434,000
Average price					$	88.21

     At December 31, 2010, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
First Quarter 2011		1,215,000		13,500	$	75.32
Second Quarter 2011		1,729,000		19,000		76.62
Third Quarter 2011		1,610,000		17,500		77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,535,000		15,123		86.30
Totals		11,423,000
Average price					$	81.41

Fuel Products Swap Contracts

     The Company is exposed to fluctuations in the prices of gasoline, diesel and jet fuel. The Company utilizes swap contracts to manage diesel, gasoline and jet fuel price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into diesel, jet fuel and gasoline swap contracts for a period no longer than five years forward and for no more than 75% of forecasted fuel sales.

Diesel Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		552,000		6,000	$	91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,651,000		4,511		103.79
Calendar Year 2013		824,000		2,258		125.69
Totals		3,579,000
Average price					$	105.12

21

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		630,000		7,000	$	89.57
Second Quarter 2011		637,000		7,000		89.57
Third Quarter 2011		552,000		6,000		91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,560,000		4,262		99.27
Totals		3,931,000
Average price					$	94.03

Jet Fuel Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		920,000		10,000	$	89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Calendar Year 2013		1,860,000		5,096		125.50
Totals		7,262,500
Average price					$	104.17

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		405,000		4,500	$	86.12
Second Quarter 2011		819,000		9,000		89.58
Third Quarter 2011		920,000		10,000		89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Totals		6,626,500
Average price					$	95.28

Gasoline Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		138,000		1,500	$	85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Calendar Year 2013		180,000		493		110.38
Totals		592,500
Average price					$	93.87

22

     At December 31, 2010, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		180,000		2,000	$	81.84
Second Quarter 2011		273,000		3,000		82.66
Third Quarter 2011		138,000		1,500		85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Totals		865,500
Average price					$	84.40

Jet Fuel Put Spread Contracts

     At June 30, 2011, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

     At December 31, 2010, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
First Quarter 2011		630,000		7,000	$	4.00	$	6.00
Fourth Quarter 2011		184,000		2,000		4.75		7.00
Totals		814,000
Average price					$	4.17	$	6.23

Natural Gas Swap Contracts

     Natural gas purchases comprise a significant component of the Company’s cost of sales; therefore, changes in the price of natural gas also significantly affect its profitability and cash flows. The Company utilizes swap contracts to manage natural gas price risk and volatility of cash flows. The Company’s policy is generally to enter into natural gas derivative contracts to hedge no more than 75% of its upcoming fall and winter months’ anticipated natural gas requirement for a period no greater than three years forward. At June 30, 2011 and December 31, 2010, the Company had no derivatives outstanding related to natural gas purchases.

Interest Rate Swap Contracts

     The Company’s profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates. The primary purpose of the Company’s interest rate risk management activities is to hedge its exposure to changes in interest rates. Historically, the Company’s policy has been to enter into interest rate swap agreements to hedge up to 75% of its interest rate risk related to variable rate debt. With the completion of its 2019 Notes offering, the Company does not expect to enter into additional hedges to fix its interest rates.

     During 2010, the Company entered into forward swap contracts to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. The Company hedged the future interest payments related to $100,000 of the total outstanding term loan indebtedness for the period from February 15, 2011 to February 15, 2012 pursuant to these forward swap contracts. These swap contracts were designated as cash flow hedges of the future payments of interest with three-month LIBOR fixed at an average rate during the hedge period of 2.03%. Due to the repayment of the variable rate senior secured first lien term loan in April 2011 with proceeds from the issuance of the 2019 Notes, the interest rate swap contract was discontinued as a cash flow hedge

23

for the future payment of interest. For the three and six months ended June 30, 2011, the Company reclassified approximately $1,435 into unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations.

     In 2009, the Company hedged the future interest payments related to $200,000 of its total outstanding term loan indebtedness for the period from February 15, 2010 to February 15, 2011. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at an average rate during the hedge period of 0.94%. The cash flow hedge settled during the first quarter of 2011.

     In 2008, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan which closed January 3, 2008. The Company hedged the future interest payments related to $50,000 of the total outstanding term loan indebtedness in 2010, pursuant to this forward swap contract. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at 3.66% per annum in 2010 and the first quarter of 2011. The cash flow hedge settled during the first quarter of 2011.

     In 2006, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. Due to the repayment of $19,000 of the outstanding balance of the Company’s then existing term loan facility in August 2007 and subsequent refinancing of the remaining term loan balance, this swap contract was not designated as a cash flow hedge of the future payment of interest. The entire change in the fair value of this interest rate swap is recorded to unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. In the first quarter of 2008, the Company fixed its unrealized loss on this interest rate swap derivative instrument by entering into an offsetting interest rate swap expiring December 2012, which is not designated as a cash flow hedge.

7. Fair Value of Financial Instruments

     The Company’s financial instruments which require fair value disclosure consist primarily of cash and cash equivalents, accounts receivable, financial derivatives, accounts payable and indebtedness. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values, due to the short maturity of these instruments. Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The fair value of the Company’s 2019 Notes was $412,000 at June 30, 2011, using quoted market prices. The fair value of the Company’s term loan was $355,445 at December 31, 2010, using quoted market prices. The carrying values of borrowings under the Company’s senior secured revolving credit facility were $28,090 and $10,832 at June 30, 2011 and December 31, 2010, respectively, and approximate their fair values.

8. Fair Value Measurements

     The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

     As of June 30, 2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the Company’s derivative instruments related to crude oil, gasoline, diesel, jet fuel and interest rates and investments associated with the Company’s non-contributory defined benefit plan (“Pension Plan”).

     The Company’s derivative instruments consist of over-the-counter (“OTC”) contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A2 and A by Moody’s and S&P, respectively. To estimate the fair values of the Company’s derivative instruments, the Company uses the market approach. Under this approach, the fair values of the Company’s derivative instruments for crude oil, gasoline, diesel, jet fuel and interest rates are determined primarily based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Generally, the Company obtains this data through surveying its counterparties and

24

performing various analytical tests to validate the data. The Company determines the fair value of its crude oil option contracts utilizing a standard option pricing model based on inputs that can be derived from information available in publicly quoted markets, or are quoted by counterparties to these contracts. In situations where the Company obtains inputs via quotes from its counterparties, it verifies the reasonableness of these quotes via similar quotes from another counterparty as of each date for which financial statements are prepared. The Company also includes an adjustment for non-performance risk in the recognized measure of fair value of all of the Company’s derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure by counterparty. When the Company is in a net asset position, it uses its counterparty’s CDS, or a peer group’s estimated CDS when a CDS for the counterparty is not available. The Company uses its own peer group’s estimated CDS when it is in a net liability position. As a result of applying the applicable CDS, at June 30, 2011 and December 31, 2010, the Company’s liability was reduced by approximately $2,025 and $687, respectively. Based on the use of various unobservable inputs, principally non-performance risk and unobservable inputs in forward years for gasoline, jet fuel and diesel, the Company has categorized these derivative instruments as Level 3. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative instruments it holds.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of shares held by the Pension Plan at quarter end.

     The Company’s assets and liabilities measured at fair value at June 30, 2011 were as follows:

	Fair Value Measurements
	Level 1		Level 2 (a)		Level 3			Total
Assets:
Cash and cash equivalents	$	55	$	—	$	—		$	55
Crude oil swaps		—		—		126,090			126,090
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Pension plan investments		15,018		2,095		—			17,113
Total assets at fair value	$	15,073	$	2,095	$	126,090		$	143,258
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(12,815	)		(12,815	)
Diesel swaps		—		—		(75,698	)		(75,698	)
Jet fuel swaps		—		—		(173,134	)		(173,134	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(2,328	)		(2,328	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(263,975	)	$	(263,975	)

(a) Transferred from Level 1 to Level 2 in the first quarter of 2011 because of lack of observable market data in the underlying investments.

25

     The Company’s financial assets and liabilities measured at fair value at December 31, 2010 were as follows:

	Fair Value Measurements
	Level 1		Level 2		Level 3			Total
Assets:
Cash and cash equivalents	$	37	$	—	$	—		$	37
Crude oil swaps		—		—		135,578			135,578
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		20			20
Pension plan investments		16,039		—		—			16,039
Total assets at fair value	$	16,076	$	—	$	135,598		$	151,674
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(14,149	)		(14,149	)
Diesel swaps		—		—		(53,744	)		(53,744	)
Jet fuel swaps		—		—		(96,556	)		(96,556	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(3,963	)		(3,963	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(168,412	)	$	(168,412	)

     The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2011 and 2010:

	Six Months Ended
	June 30,
	2011			2010
Fair value at January 1,	$	(32,814	)	$	26,138
Realized losses		1,984			5,858
Unrealized losses		(3,541	)		(15,766	)
Change in fair value of cash flow hedges		(142,775	)		(10,924	)
Settlements		39,261			(14,823	)
Transfers in (out) of Level 3		—			—
Fair value at June 30,	$	(137,885	)	$	(9,517	)
Total losses included in net loss attributable to changes in unrealized losses relating to financial assets and liabilities held as of June 30,	$	(3,541	)	$	(15,766	)

     All settlements from derivative instruments that are deemed “effective” and were designated as cash flow hedges are included in sales for gasoline, diesel and jet fuel derivatives, cost of sales for crude oil and natural gas derivatives, and interest expense for interest rate derivatives in the unaudited condensed consolidated financial statements of operations in the period that the hedged cash flow occurs. Any “ineffectiveness” associated with these derivative instruments are recorded in earnings immediately in unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. All settlements from derivative instruments not designated as cash flow hedges are recorded in realized loss on derivative instruments in the unaudited condensed consolidated statements of operations. See Note 6 for further information on derivative instruments.

9. Partners’ Capital

     In February 2011, the Company satisfied the last of the earnings and distributions tests contained in its partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution paid on February 14, 2011. Two days following this quarterly distribution to unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

     On February 24, 2011, the Company completed an equity offering of its common units in which it sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $92,290 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $3,915. The Company’s general

26

partner contributed $1,970 to retain its 2% general partner interest.

10. Comprehensive Income (Loss)

     Comprehensive income (loss) for the Company includes the change in fair value of cash flow hedges and the minimum pension liability adjustment that have not been recognized in net loss. Comprehensive income (loss) for the three and six months ended June 30, 2011 and 2010 was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Cash flow hedge (gain) loss reclassified to net loss		27,430			(1,791	)		46,944			(7,521	)
Change in fair value of cash flow hedges		(14,051	)		(4,825	)		(142,775	)		(10,924	)
Defined benefit pension and retiree health benefit plans		61			59			122			464
Total comprehensive income (loss)	$	5,789		$	(7,464	)	$	(99,159	)	$	(31,955	)

11. Unit-Based Compensation and Distributions

     A summary of the Company’s nonvested phantom units as of June 30, 2011 and the changes during the six months ended June 30, 2011is presented below:

				Weighted Average
				Grant Date
Nonvested Phantom Units	Grant			Fair Value
Nonvested at December 31, 2010		105,492		$	17.68
Granted		47,927			21.31
Vested		(48,900	)		19.58
Forfeited		—			—
Nonvested at June 30, 2011		104,519		$	18.46

     For the three months ended June 30, 2011 and 2010, compensation expense of $653 and $145, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. For the six months ended June 30, 2011 and 2010, compensation expense of $1,282 and $292, respectively, was recognized in the unaudited condensed statements of operations related to vested phantom unit grants. As of June 30, 2011 and 2010, there was a total of $1,929 and $899, respectively, of unrecognized compensation costs related to nonvested phantom unit grants. These costs are expected to be recognized over a weighted-average period of approximately three years.

     The Company’s distribution policy is as defined in its partnership agreement. For the three months ended June 30, 2011 and 2010, the Company made distributions of $19,311 and $16,391, respectively, to its partners. For the six months ended June 30, 2011 and 2010, the Company made distributions of $36,258 and $32,788, respectively, to its partners.

12. Employee Benefit Plans

     The components of net periodic pension and other post retirement benefits cost for the three months ended June 30, 2011 and 2010 were as follows:

	For the Three Months Ended June 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	25		$	—		$	21		$	—
Interest cost		333			4			334			6
Expected return on assets		(265	)		—			(258	)		—
Amortization of net (gain) loss		70			—			68			—
Prior service cost		—			(9	)		—			(9	)
Net periodic benefit cost	$	163		$	(5	)	$	165		$	(3	)

27

     The components of net periodic pension and other post retirement benefits cost for the six months ended June 30, 2011 and 2010 were as follows:

	For the Six Months Ended June 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	49		$	—		$	42		$	—
Interest cost		666			9			668			12
Expected return on assets		(529	)		—			(517	)		—
Amortization of net (gain) loss		140			(1	)		137			(1	)
Prior service cost		—			(18	)		—			(18	)
Net periodic benefit cost	$	326		$	(10	)	$	330		$	(7	)

     During the three months ended June 30, 2011 and 2010, the Company made contributions of $374 and $337, respectively, to its non-contributory defined benefit plan (the “Pension Plan”). During the six months ended June 30, 2011 and 2010, the Company made contributions of $936 and $337, respectively, and expects to make total contributions to its Pension Plan in 2011 of $1,685.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of the shares held by the Pension Plan at quarter end. The Company’s Pension Plan assets measured at fair value at June 30, 2011 and December 31, 2010 were as follows:

	June 30, 2011				December 31, 2010
	Pension Benefits				Pension Benefits
	Level 1		Level 2		Level 1		Level 2
Cash	$	3,747	$	—	$	347	$	—
Equity		4,208		—		7,784		—
Foreign equities		839		—		1,890		—
Commingled fund		—		2,095		—		—
Fixed income		6,224		—		6,018		—
	$	15,018	$	2,095	$	16,039	$	—

13. Transactions with Related Parties

     On March 24, 2011, Calumet Lubricants Co., Limited Partnership (“Calumet Lubricants”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Princeton Amendment”) to that certain Crude Oil Supply Agreement, effective as of April 30, 2008 (as amended since such date, the “Princeton Crude Oil Supply Agreement”), by and between Calumet Lubricants and Legacy Resources Co., L.P. (“Legacy”), under which Legacy supplies the Company’s Princeton refinery with all of the refinery’s crude oil requirements on a just-in-time basis. The Princeton Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Princeton Crude Oil Supply Agreement and shortened the termination notice period set forth in the Princeton Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Princeton Amendment, on March 24, 2011, Calumet Lubricants provided notice to Legacy that it was exercising its contractual rights under the Princeton Crude Oil Supply Agreement, as amended by the Princeton Amendment, to terminate the Princeton Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Princeton Crude Oil Supply Agreement.

     On March 24, 2011, Calumet Shreveport Fuels, LLC (“Calumet Shreveport Fuels”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Shreveport Amendment”) to that certain Crude Oil Supply Agreement, effective as of September 1, 2009 (as amended since such date, the “Shreveport Crude Oil Supply Agreement”), by and between Calumet Shreveport Fuels and Legacy, under which Legacy supplies the Company’s Shreveport refinery with a portion of the refinery’s crude oil requirements on a just-in-time basis. The Shreveport Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Shreveport Crude Oil Supply Agreement and shortened the termination notice period set forth in the Shreveport Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Shreveport Amendment, on March 24, 2011, Calumet Shreveport Fuels provided notice to Legacy that it was exercising its contractual rights under the Shreveport Crude Oil Supply Agreement, as amended by the Shreveport Amendment, to terminate the Shreveport Crude Oil

28

Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Shreveport Crude Oil Supply Agreement.

     With the termination of the agreements, the Company has one remaining crude oil supply agreement with Legacy, the Master Crude Oil Purchase and Sale Agreement, that was entered into on January 26, 2009. No crude oil is currently being purchased by the Company under this agreement.

     Legacy is owned in part by three of the Company’s limited partners, an affiliate of the Company’s general partner, the Company’s chief executive officer and vice chairman, F. William Grube, and the Company’s president and chief operating officer, Jennifer G. Straumins. During the three and six months ended June 30, 2011, the Company had crude oil purchases of $48,036 and $241,287, respectively, from Legacy. Accounts payable to Legacy at June 30, 2011 were $95.

14. Segments and Related Information

a. Segment Reporting

     The Company has two reportable segments: Specialty Products and Fuel Products. The Specialty Products segment produces a variety of lubricating oils, solvents, waxes and asphalt and other by-products. These products are sold to customers who purchase these products primarily as raw material components for basic automotive, industrial and consumer goods. The Fuel Products segment produces a variety of fuel and fuel-related products including gasoline, diesel and jet fuel. Because of the similar economic characteristics, certain operations have been aggregated for segment reporting purposes.

     The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows:

29

	Specialty		Fuel			Combined					Consolidated
Three Months Ended June 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	466,414	$	267,356		$	733,770	$	—		$	733,770
Intersegment sales		291,351		15,272			306,623		(306,623	)		—
Total sales	$	757,765	$	282,628		$	1,040,393	$	(306,623	)	$	733,770
Depreciation and amortization		17,722		—			17,722		—			17,722
Operating income (loss)		35,485		(12,074	)		23,411		—			23,411
Reconciling items to net loss:
Interest expense												(10,544	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(5,494	)
Other												274
Income tax expense												(168	)
Net loss											$	(7,651	)
Capital expenditures	$	14,069	$	—		$	14,069	$	—		$	14,069

	Specialty		Fuel		Combined					Consolidated
Three Months Ended June 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	329,423	$	185,229	$	514,652	$	—		$	514,652
Intersegment sales		188,654		16,427		205,081		(205,081	)		—
Total sales	$	518,077	$	201,656	$	719,733	$	(205,081	)	$	514,652
Depreciation and amortization		18,017		—		18,017		—			18,017
Operating income		19,472		292		19,764		—			19,764
Reconciling items to net loss:
Interest expense											(7,277	)
Loss on derivative instruments											(13,305	)
Other											9
Income tax expense											(98	)
Net loss										$	(907	)
Capital expenditures	$	11,348	$	—	$	11,348	$	—		$	11,348

	Specialty		Fuel			Combined					Consolidated
Six Months Ended June 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	863,516	$	475,494		$	1,339,010	$	—		$	1,339,010
Intersegment sales		507,428		18,907			526,335		(526,335	)		—
Total sales	$	1,370,944	$	494,401		$	1,865,345	$	(526,335	)	$	1,339,010
Depreciation and amortization		36,365		—			36,365		—			36,365
Operating income (loss)		51,955		(16,390	)		35,565		—			35,565
Reconciling items to net loss:
Interest expense												(18,025	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(5,525	)
Other												103
Income tax expense												(438	)
Net loss											$	(3,450	)
Capital expenditures	$	20,635	$	—		$	20,635	$	—		$	20,635

30

	Specialty		Fuel		Combined					Consolidated
Six Months Ended June 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	634,899	$	364,370	$	999,269	$	—		$	999,269
Intersegment sales		363,261		27,217		390,478		(390,478	)		—
Total sales	$	998,160	$	391,587	$	1,389,747	$	(390,478	)	$	999,269
Depreciation and amortization		35,508		—		35,508		—			35,508
Operating income		16,835		5,836		22,671		—			22,671
Reconciling items to net loss:
Interest expense											(14,711	)
Loss on derivative instruments											(21,624	)
Other											(50	)
Income tax expense											(260	)
Net loss										$	(13,974	)
Capital expenditures	$	17,017	$	—	$	17,017	$	—		$	17,017

	June 30, 2011		December 31, 2010
Segment assets:
Specialty products	$	1,058,981	$	962,850
Fuel products		137,243		53,822
Total assets	$	1,196,224	$	1,016,672

b. Geographic Information

     International sales accounted for less than 10% of consolidated sales in each of the three months and six months ended June 30, 2011 and 2010. All of the Company’s long-lived assets are domestically located.

c. Product Information

     The Company offers products primarily in five general categories consisting of lubricating oils, solvents, waxes, fuels and asphalt and by-products. Fuel products primarily consist of gasoline, diesel, jet fuel and by-products. The following table sets forth the major product category sales:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Specialty products:
Lubricating oils	$	246,448	$	176,354	$	455,499	$	340,402
Solvents		135,642		95,777		253,978		183,631
Waxes		33,874		28,362		68,181		54,608
Fuels		592		2,232		1,423		3,971
Asphalt and other by-products		49,858		26,698		84,435		52,287
Total	$	466,414	$	329,423	$	863,516	$	634,899
Fuel products:
Gasoline		127,452		76,287		223,233		152,170
Diesel		91,611		77,396		173,764		141,626
Jet fuel		40,686		27,816		67,460		65,380
By-products		7,607		3,730		11,037		5,194
Total	$	267,356	$	185,229	$	475,494	$	364,370
Consolidated sales	$	733,770	$	514,652	$	1,339,010	$	999,269

d. Major Customers

     During the three and six months ended June 30, 2011 and 2010, the Company had no customer that represented 10% or greater of consolidated sales.

31

15. Subsequent Events

     On July 22, 2011, the Company declared a quarterly cash distribution of $0.495 per unit on all outstanding units, or approximately $20,124 in aggregate, for the quarter ended June 30, 2011. The distribution will be paid on August 12, 2011 to unitholders of record as of the close of business on August 2, 2011. This quarterly distribution of $0.495 per unit equates to $1.98 per unit, or approximately $80,496 in aggregate on an annualized basis.

     The fair value of the Company’s derivatives decreased by approximately $46,000 subsequent to June 30, 2011 to a liability of approximately $184,000. As of August 8, 2011, the Company had $31,300 in cash margin posted with one counterparty to support crack spread hedging. The fair value of the Company’s long-term debt, excluding capital leases, has not changed materially subsequent to June 30, 2011.

     On July 25, 2011, the Company entered into a definitive asset purchase agreement with Murphy Oil Corporation (“Murphy Oil”), pursuant to which the Company will acquire (the “Superior Acquisition”):

• Murphy Oil’s refinery located in Superior, Wisconsin (the “Superior Refinery”) and associated inventories;

• the Superior Refinery’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     The Superior Acquisition is expected to close by the end of the third quarter of 2011, subject to customary closing conditions and regulatory approvals.

     The Superior Refinery produces gasoline, distillate, asphalt and specialty petroleum products that are marketed in the Midwest region of the United States, Canada and the surrounding border states. The Superior wholesale business transports products produced at the Superior Refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah. The Superior Wholesale Business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     The aggregate purchase price for the acquired business is $214,000, plus the market value of the acquired business’ hydrocarbon inventories at closing and the reimbursement of certain capital expenditures to be incurred at the Superior Refinery during the period from the execution of the Purchase Agreement to the closing of the Superior Acquisition (the “Interim Period”). The purchase price is also subject to customary purchase price adjustments. The Company intends to finance the Superior Acquisition primarily through a combination of equity and long-term debt financing and through borrowings under its revolving credit facility. The Company’s obligation to consummate the Superior Acquisition is not conditioned upon the receipt of financing.

32

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     The historical consolidated financial statements included in this Quarterly Report reflect all of the assets, liabilities and results of operations of Calumet Specialty Products Partners, L.P. (“Calumet,” the “Company,” “we,” “our,” “us”). The following discussion analyzes the financial condition and results of operations of Calumet for the three and six months ended June 30, 2011 and 2010. Unitholders should read the following discussion and analysis of the financial condition and results of operations for Calumet in conjunction with our 2010 Annual Report and the historical unaudited condensed consolidated financial statements and notes of the Company included elsewhere in this Quarterly Report.

Overview

     We are a leading independent producer of high-quality, specialty hydrocarbon products in North America. We own plants located in Princeton, Louisiana, Cotton Valley, Louisiana, Shreveport, Louisiana, Karns City, Pennsylvania and a terminal located in Burnham, Illinois. Our business is organized into two segments: specialty products and fuel products. In our specialty products segment, we process crude oil and other feedstocks into a wide variety of customized lubricating oils, white mineral oils, solvents, petrolatums and waxes. Our specialty products are sold to domestic and international customers who purchase them primarily as raw material components for basic industrial, consumer and automotive goods. In our fuel products segment, we process crude oil into a variety of fuel and fuel-related products, including gasoline, diesel and jet fuel. In connection with our production of specialty products and fuel products, we also produce asphalt and a limited number of other by-products.

Second Quarter 2011 Update

     For the three months ended June 30, 2011 and 2010, 51.5% and 51.8%, respectively, of our sales volume and 115.3% and 93.5%, respectively, of our gross profit was generated from our specialty products segment while, for the same periods, 48.5% and 48.2%, respectively, of our sales volume and (15.3)% and 6.5%, respectively, of our gross profit was generated from our fuel products segment.

     We noted continued improvement in our specialty products segment during the second quarter of 2011. The trend of increased demand for our specialty products has continued, with specialty products segment sales volume increasing 12.8% for the quarter ended June 30, 2011 compared to the same period in 2010. Specialty products segment generated a gross profit margin of 12.5% in the second quarter of 2011, as compared to a gross profit margin of 14.1% for the same period in the prior year.

     While fuel products refining margins significantly strengthened during the second quarter, our fuel products segment did not fully realize the impact of higher market crack spreads due primarily to lower than expected run rates caused by the approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding during this period, resulting in minimal unhedged fuel products barrels. In addition, we recorded realized derivative losses of $27.4 million during the second quarter in our fuel products segment. We expect to benefit more significantly going forward from the higher market crack spread environment as our overall production rates have increased subsequent to the restart of the pipeline in late June 2011. In addition, during this period of higher crack spreads we have entered into additional crack spread hedges, hedging crack spreads on 7,847 barrels per day in calendar year 2013 at an average of $23.90 per barrel, an $11.42 per barrel increase over our average hedged crack spreads in calendar year 2011.

     Our second quarter 2011 total production increased by 13.2% quarter over quarter, due primarily to our decision to increase production run rates at our Shreveport refinery to take advantage of better fuel refining crack spreads in the second quarter of 2011, the impact of the failure of an environmental operating unit at our Shreveport refinery in the first quarter of 2010 that was not replaced until after the second quarter of 2010 and a planned turnaround at our Shreveport refinery in the second quarter of 2010, with no such events in 2011, partially offset by the impact of the approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period. Production levels at our other facilities, which focus primarily on the production of specialty products, also increased quarter over quarter to take advantage of higher specialty products demand.

     We used $70.6 million in cash flows from operating activities during the second quarter of 2011 primarily due to increased crude inventory levels as a result of terminating certain just-in-time inventory supply arrangements with a related party, Legacy, effective May 31, 2011, increased working capital requirements resulting from increased run rates at our Shreveport refinery and higher commodity prices in general. We plan to continue focusing our efforts on generating positive cash flows from operations which we expect will be used to (i) improve our liquidity position, (ii) pay quarterly distributions to our unitholders, (iii) service our debt obligations and (iv) provide funding for general partnership purposes.

33

     During the second quarter of 2011, we restructured the majority of our outstanding long-term debt. We issued $400.0 million in aggregate principal amount of our 9 3/8% senior notes due 2019 (the “2019 Notes”) in a private placement and used the majority of the proceeds to repay borrowings under, and subsequently extinguish, our $435.0 million term loan facility, consisting of a $385.0 million term loan and a prefunded $50 million letter of credit to support crack spread hedging. We also amended our master derivative contracts with various hedging counterparties and entered into a collateral sharing agreement with these counterparties to continue to support our fuel products hedging program. Further, we amended and restated our revolving credit agreement to increase the credit facility from $375.0 million to $550.0 million, as well as amend its covenants and terms.

Superior Refinery Purchase Agreement

     On July 25, 2011, we entered into a definitive asset purchase agreement with Murphy Oil Corporation (“Murphy Oil”), pursuant to which we will acquire (the “Superior Acquisition”):

• Murphy Oil’s refinery located in Superior, Wisconsin (the “Superior Refinery”) and associated inventories;

• the Superior Refinery’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     In this Quarterly Report on Form 10-Q, the Superior Refinery, the wholesale business and the “SPUR” business are collectively referred to as the “Acquired Business.” The Superior Acquisition is expected to close by the end of the third quarter of 2011, subject to customary closing conditions and regulatory approvals.

     The Superior Refinery produces gasoline, distillate, asphalt and specialty petroleum products that are marketed in the Midwest region of the United States, Canada and the surrounding border states. The Superior Refinery has crude oil throughput capacity of approximately 45,000 barrels per day. The Superior wholesale business transports products produced at the Superior Refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah. The Superior Wholesale Business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     The aggregate purchase price for the Acquired Business is $214.0 million, plus the market value of the Acquired Business’ hydrocarbon inventories at closing and the reimbursement of certain capital expenditures to be incurred at the Superior Refinery during the period from the execution of the Purchase Agreement to the closing of the Superior Acquisition (the “Interim Period”). The estimated market value of the hydrocarbon inventories of the Acquired Business as of June 30, 2011 was approximately $260.0 million and the projected capital expenditures at the Superior Refinery to be reimbursed by us for the Interim Period are approximately $4.0 million. The purchase price is also subject to customary purchase price adjustments. We intend to finance the Superior Acquisition primarily through a combination of equity and long-term debt financing and through borrowings under our revolving credit facility. Our obligation to consummate the Superior Acquisition is not conditioned upon the receipt of financing.

Key Performance Measures

     Our sales and net income are principally affected by the price of crude oil, demand for specialty and fuel products, prevailing crack spreads for fuel products, the price of natural gas used as fuel in our operations and our results from derivative instrument activities.

     Our primary raw materials are crude oil and other specialty feedstocks and our primary outputs are specialty petroleum and fuel products. The prices of crude oil, specialty products and fuel products are subject to fluctuations in response to changes in supply, demand, market uncertainties and a variety of additional factors beyond our control. We monitor these risks and enter into financial derivatives designed to mitigate the impact of commodity price fluctuations on our business. The primary purpose of our commodity risk management activities is to economically hedge our cash flow exposure to commodity price risk so that we can meet our cash

34

distribution, debt service and capital expenditure requirements despite fluctuations in crude oil and fuel products prices. We enter into derivative contracts for future periods in quantities that do not exceed our projected purchases of crude oil and natural gas and sales of fuel products. Please read Part I Item 3 “Quantitative and Qualitative Disclosures About Market Risk — Commodity Price Risk.” As of June 30, 2011, we have hedged approximately 11.4 million barrels of fuel products through December 2013 at an average refining margin of $15.73 per barrel with average refining margins ranging from a low of $12.16 per barrel in 2011 to a high of $23.90 per barrel in 2013. Please refer to Note 6 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” and Part I Item 3 “Quantitative and Qualitative Disclosures About Market Risk — Existing Commodity Derivative Instruments” for detailed information regarding our derivative instruments.

     Our management uses several financial and operational measurements to analyze our performance. These measurements include the following:

• sales volumes;

• production yields; and

• specialty products and fuel products gross profit.

     Sales volumes. We view the volumes of specialty products and fuel products sold as an important measure of our ability to effectively utilize our refining assets. Our ability to meet the demands of our customers is driven by the volumes of crude oil and feedstocks that we run at our facilities. Higher volumes improve profitability both through the spreading of fixed costs over greater volumes and the additional gross profit achieved on the incremental volumes.

     Production yields. In order to maximize our gross profit and minimize lower margin by-products, we seek the optimal product mix for each barrel of crude oil we refine, which we refer to as production yield.

     Specialty products and fuel products gross profit. Specialty products and fuel products gross profit are important measures of our ability to maximize the profitability of our specialty products and fuel products segments. We define specialty products and fuel products gross profit as sales less the cost of crude oil and other feedstocks and other production-related expenses, the most significant portion of which includes labor, plant fuel, utilities, contract services, maintenance, depreciation and processing materials. We use specialty products and fuel products gross profit as indicators of our ability to manage our business during periods of crude oil and natural gas price fluctuations, as the prices of our specialty products and fuel products generally do not change immediately with changes in the price of crude oil and natural gas. The increase in selling prices typically lags behind the rising costs of crude oil feedstocks for specialty products. Other than plant fuel, production-related expenses generally remain stable across broad ranges of throughput volumes, but can fluctuate depending on maintenance activities performed during a specific period.

     Our fuel products segment gross profit may differ from a standard U.S. Gulf Coast 2/1/1 or 3/2/1 market crack spread due to many factors, including our fuel products mix as shown in our production table being different than the ratios used to calculate such market crack spreads, the allocation of by-product (primarily asphalt) losses at the Shreveport refinery to the fuel products segment, operating costs including fixed costs, derivative activity to hedge our fuel products segment revenues and cost of crude oil reflected in gross profit and our local market pricing differential in Shreveport, Louisiana as compared to U.S. Gulf Coast postings.

     In addition to the foregoing measures, we also monitor our selling, general and administrative expenditures, substantially all of which are incurred through our general partner.

35

Results of Operations for the Three and Six Months Ended June 30, 2011 and 2010

     Production Volume. The following table sets forth information about our combined operations. Facility production volume differs from sales volume due to changes in inventory.

	Three Months Ended June 30,							Six Months Ended June 30,
	2011		2010		% Change			2011		2010		% Change
			(In bpd)					(In bpd)
Total sales volume (1)		59,648		52,626		13.3	%		56,619		52,166		8.5	%
Total feedstock runs (2)		61,853		57,169		8.2	%		58,986		52,774		11.8	%
Facility production: (3)
Specialty products:
Lubricating oils		14,141		13,783		2.6	%		13,961		12,538		11.3	%
Solvents		11,051		8,904		24.1	%		10,592		8,490		24.8	%
Waxes		1,204		1,152		4.5	%		1,133		1,081		4.8	%
Fuels		435		978		(55.5	)%		533		1,063		(49.9	)%
Asphalt and other by-products		8,961		6,075		47.5	%		8,495		5,921		43.5	%
Total		35,792		30,892		15.9	%		34,714		29,093		19.3	%
Fuel products:
Gasoline		10,266		8,710		17.9	%		9,619		8,743		10.0	%
Diesel		11,424		10,875		5.0	%		11,095		9,936		11.7	%
Jet fuel		5,429		5,326		1.9	%		4,303		5,290		(18.7	)%
By-products		1,065		722		47.5	%		812		511		58.9	%
Total		28,184		25,633		10.0	%		25,829		24,480		5.5	%
Total facility production (3)		63,976		56,525		13.2	%		60,543		53,573		13.0	%

(1)	Total sales volume includes sales from the production at our facilities and certain third-party facilities pursuant to supply and/or processing agreements and sales of inventories.
(2)	Total feedstock runs represent the barrels per day of crude oil and other feedstocks processed at our facilities and at certain third-party facilities pursuant to supply and/or processing agreements. The increase in the total feedstock runs for the three months ended June 30, 2011 compared to the same quarter in 2010 is due primarily to the decision to increase crude oil run rates at our facilities because of favorable economics of running additional barrels, the failure of an environmental operating unit at our Shreveport refinery in 2010 and a planned turnaround at our Shreveport refinery in April 2010 partially offset by the impact of the approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period. Additionally, the increase in feedstock runs for the for the six months ended June 30, 2011 compared to the same period in 2010 is due primarily to the operational reasons discussed above further offset by a planned turnaround at the Shreveport refinery in the first quarter of 2011.
(3)	Total facility production represents the barrels per day of specialty products and fuel products yielded from processing crude oil and other feedstocks at our facilities and at certain third-party facilities, pursuant to supply and/or processing agreements, including such agreements with LyondellBasell. The difference between total facility production and total feedstock runs is primarily a result of the time lag between the input of feedstock and production of finished products and volume loss. The increase in production in the three and six months ended June 30, 2011 compared to the same periods in 2010 is due primarily to higher throughput rates at our Shreveport and Cotton Valley refineries period over period as discussed above in footnote 2 of this table.

36

     The following table reflects our consolidated results of operations and includes the non-GAAP financial measures EBITDA, Adjusted EBITDA and Distributable Cash Flow. For a reconciliation of EBITDA, Adjusted EBITDA and Distributable Cash Flow to net income (loss) and net cash provided by (used in) operating activities, our most directly comparable financial performance and liquidity measures calculated in accordance with GAAP, please read “—Non-GAAP Financial Measures.”

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Sales	$	733,770		$	514,652		$	1,339,010		$	999,269
Cost of sales		683,205			465,033			1,241,581			917,974
Gross profit		50,565			49,619			97,429			81,295
Operating costs and expenses:
Selling, general and administrative		10,467			8,321			20,995			15,491
Transportation		22,691			19,956			45,766			40,202
Taxes other than income taxes		1,203			1,098			2,563			2,123
Insurance recoveries		(7,910	)		—			(8,698	)		—
Other		703			480			1,238			808
Operating income		23,411			19,764			35,565			22,671
Other income (expense):
Interest expense		(10,544	)		(7,277	)		(18,025	)		(14,711	)
Debt extinguishment costs		(15,130	)		—			(15,130	)		—
Realized loss on derivative instruments		(2,370	)		(5,297	)		(1,984	)		(5,858	)
Unrealized loss on derivative instruments		(3,124	)		(8,008	)		(3,541	)		(15,766	)
Other		274			9			103			(50	)
Total other expense		(30,894	)		(20,573	)		(38,577	)		(36,385	)
Net loss before income taxes		(7,483	)		(809	)		(3,012	)		(13,714	)
Income tax expense		168			98			438			260
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Adjusted EBITDA	$	40,841		$	32,136		$	75,494		$	52,259
Distributable Cash Flow	$	25,367		$	7,219		$	43,589		$	14,304

Non-GAAP Financial Measures

     We include in this Quarterly Report the non-GAAP financial measures EBITDA, Adjusted EBITDA and Distributable Cash Flow, and provide reconciliations of EBITDA, Adjusted EBITDA and Distributable Cash Flow to net income (loss) and net cash provided by (used in) operating activities, our most directly comparable financial performance and liquidity measures calculated and presented in accordance with GAAP.

     EBITDA, Adjusted EBITDA and Distributable Cash Flow are used as supplemental financial measures by our management and by external users of our financial statements such as investors, commercial banks, research analysts and others, to assess:

• the financial performance of our assets without regard to financing methods, capital structure or historical cost basis;

• the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

• our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure; and

• the viability of acquisitions and capital expenditure projects and the overall rates of return on alternative investment opportunities.

     We believe that these non-GAAP measures are useful to analysts and investors as they exclude transactions not related to our core cash operating activities and provide metrics to analyze our ability to pay distributions. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations.

     We define EBITDA for any period as net income plus interest expense (including debt issuance and extinguishment costs), taxes and depreciation and amortization. We define Adjusted EBITDA for any period as: (1) net income plus (2)(a) interest expense; (b) income taxes; (c) depreciation and amortization; (d) unrealized losses from mark to market accounting for hedging activities; (e) realized gains under derivative instruments excluded from the determination of net income; (f) non-cash equity based compensation expense and other non-cash items (excluding items such as accruals of cash expenses in a future period or amortization of a prepaid cash expense) that were deducted in computing net income; (g) debt refinancing fees, premiums and penalties and (h) all

37

extraordinary, unusual or non-recurring items of gain or loss, or revenue or expense; minus (3)(a) unrealized gains from mark to market accounting for hedging activities; (b) realized losses under derivative instruments excluded from the determination of net income and (c) other non-recurring expenses and unrealized items that reduced net income for a prior period, but represent a cash item in the current period.

     We define Distributable Cash Flow for any period as Adjusted EBITDA less replacement capital expenditures, turnaround costs, cash interest expense (consolidated interest expense less non-cash interest expense) and income tax expense. Distributable Cash Flow is used by us and our investors to analyze our ability to pay distributions.

     The definitions of Adjusted EBITDA and Distributable Cash that are presented in this Quarterly Report have been updated to reflect the calculation of “Consolidated Cash Flow” contained in the indenture governing our 2019 Notes. We are required to report Consolidated Cash Flow to the holders of our 2019 Notes and Adjusted EBITDA to the lenders under our revolving credit facility, and these measures are used by them to determine our compliance with certain covenants governing those debt instruments. Adjusted EBITDA and Distributable Cash Flow that are presented in this Quarterly Report for prior periods have been updated to reflect the use of the new calculations. Please refer to “Liquidity and Capital Resources — Debt and Credit Facilities” within this item for additional details regarding the covenants governing our debt instruments.

     EBITDA, Adjusted EBITDA and Distributable Cash Flow should not be considered alternatives to net income, operating income, net cash provided by operating activities or any other measure of financial performance presented in accordance with GAAP. In evaluating our performance as measured by EBITDA, Adjusted EBITDA and Distributable Cash Flow, management recognizes and considers the limitations of these measurements. EBITDA, Adjusted EBITDA and Distributable Cash Flow do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA, Adjusted EBITDA and Distributable Cash Flow are only three of the measurements that management utilizes. Moreover, our EBITDA, Adjusted EBITDA and Distributable Cash Flow may not be comparable to similarly titled measures of another company because all companies may not calculate EBITDA, Adjusted EBITDA and Distributable Cash Flow in the same manner. The following table presents a reconciliation of both net income (loss) to EBITDA, Adjusted EBITDA and Distributable Cash Flow, and Distributable Cash Flow, Adjusted EBITDA and EBITDA to net cash provided by (used in) operating activities, our most directly comparable GAAP financial performance and liquidity measures, for each of the periods indicated.

38

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA and Distributable Cash Flow:
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Add:
Interest expense		10,544			7,277			18,025			14,711
Debt extinguishment costs		15,130			—			15,130			—
Depreciation and amortization		14,532			15,098			28,964			29,502
Income tax expense		168			98			438			260
EBITDA	$	32,723		$	21,566		$	59,107		$	30,499
Add:
Unrealized loss on derivatives	$	3,124		$	8,008		$	3,541		$	15,766
Realized gain on derivatives, not included in net loss		1,394			372			5,137			1,442
Amortization of turnaround costs		2,533			1,960			5,746			4,100
Non-cash equity based compensation		1,067			230			1,963			452
Adjusted EBITDA	$	40,841		$	32,136		$	75,494		$	52,259
Less:
Replacement capital expenditures (1)		3,505			10,893			7,596			16,342
Cash interest expense (2)		9,887			6,318			16,370			12,805
Turnaround costs		1,914			7,608			7,501			8,548
Income tax expense		168			98			438			260
Distributable Cash Flow	$	25,367		$	7,219		$	43,589		$	14,304

(1)	Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs.
(2)	Represents consolidated interest expense less non-cash interest expense.

39

	Six Months Ended
	June 30,
	2011			2010
	(In thousands)
Reconciliation of Distributable Cash Flow, Adjusted EBITDA and EBITDA to net cash provided by (used in) operating activities:
Distributable Cash Flow	$	43,589		$	14,304
Add:
Replacement capital expenditures (1)		7,596			16,342
Turnaround costs		7,501			8,548
Cash interest expense (2)		16,370			12,805
Income tax expense		438			260
Adjusted EBITDA	$	75,494		$	52,259
Less:
Unrealized loss on derivative instruments		3,541			15,766
Realized gains on derivatives, not included in net loss		5,137			1,442
Non-cash equity based compensation		1,963			452
Amortization of turnaround costs		5,746			4,100
EBITDA	$	59,107		$	30,499
Add:
Unrealized loss on derivative instruments		3,541			15,766
Cash interest expense (2)		(16,370	)		(12,805	)
Non-cash equity based compensation		1,963			452
Amortization of turnaround costs		5,746			4,100
Income tax expense		(438	)		(260	)
Provision for doubtful accounts		255			(91	)
Debt extinguishment costs		(729	)		—
Changes in assets and liabilities:
Accounts receivable		(48,479	)		(27,323	)
Inventory		(111,555	)		(9,583	)
Other current assets		(14,482	)		2,265
Turnaround costs		(7,501	)		(8,548	)
Derivative activity		5,699			1,443
Accounts payable		62,834			48,584
Other liabilities		(7,904	)		(2,580	)
Other, including changes in noncurrent assets and liabilities		(2,245	)		648
Net cash provided by (used in) operating activities	$	(70,558	)	$	42,567

(1)	Replacement capital expenditures are defined as those capital expenditures which do not increase operating capacity or reduce operating costs and exclude turnaround costs.
(2)	Represents consolidated interest expense less non-cash interest expense.

40

Changes in Results of Operations for the Three Months Ended June 30, 2011 and 2010

     Sales. Sales increased $219.1 million, or 42.6%, to $733.8 million in the three months ended June 30, 2011 from $514.7 million in the same period in 2010. Sales for each of our principal product categories in these periods were as follows:

	Three Months Ended June 30,
	2011		2010		% Change
	(Dollars in thousands, except per barrel data)
Sales by segment:
Specialty products:
Lubricating oils	$	246,448	$	176,354		39.7	%
Solvents		135,642		95,777		41.6	%
Waxes		33,874		28,362		19.4	%
Fuels (1)		592		2,232		(73.5	)%
Asphalt and by-products (2)		49,858		26,698		86.7	%
Total specialty products	$	466,414	$	329,423		41.6	%
Total specialty products sales volume (in barrels)		2,798,000		2,481,000		12.8	%
Average specialty products sales price per barrel	$	166.70	$	132.78		25.5	%
Fuel products:
Gasoline	$	127,452	$	76,287		67.1	%
Diesel		91,611		77,396		18.4	%
Jet fuel		40,686		27,816		46.3	%
By-products (3)		7,607		3,730		103.9	%
Total fuel products	$	267,356	$	185,229		44.3	%
Total fuel products sales volume (in barrels)		2,630,000		2,308,000		14.0	%
Average fuel products sales price per barrel (4)	$	101.66	$	80.26		26.7	%
Total sales	$	733,770	$	514,652		42.6	%
Total sales volume (in barrels)		5,428,000		4,789,000		13.3	%

(1)	Represents fuels produced in connection with the production of specialty products at the Princeton, Cotton Valley and Karns City refineries.
(2)	Represents asphalt and other by-products produced in connection with the production of specialty products at the Princeton, Cotton Valley and Shreveport refineries.
(3)	Represents by-products produced in connection with the production of fuels at the Shreveport refinery.
(4)	Average fuel products sales price per barrel includes impact of hedging contracts.

     Specialty products segment sales for the three months ended June 30, 2011 increased $137.0 million, or 41.6%, as a result of an increase in the average selling price per barrel of $33.92, or 25.5%, and a 12.8% increase in sales volume as compared to the same period in 2010. Lubricating oils, solvents and waxes experienced price increases, driven by improving overall demand and a 37.6% increase in the average cost of crude oil per barrel for the 2011 period as compared to the same period in 2010. The increased volume is due primarily to improving overall specialty products demand as a result of improved economic conditions and higher refinery run rates over the prior period.

     Fuel products segment sales for the three months ended June 30, 2011 increased $82.1 million, or 44.3%, due primarily to an increase in the average selling price per barrel (excluding the impact of hedging activities) of $39.91, or 45.8% and a 14.0% increase in sales volume, driven by market conditions and higher refinery run rates over the prior period. The increase in the average selling price per barrel of 45.8% compares to a 39.0% increase in the average price of crude oil per barrel. The average selling price per barrel increased for all fuel products, with jet fuel and diesel selling prices experiencing significant increases driven by improved market pricing. The increase in sales volume is due primarily to higher refinery run rates over the prior period. Refinery run rates were below expectations due to an approximate three week shutdown during May and June 2011 of an ExxonMobil crude oil pipeline serving our Shreveport refinery due to the impacts of the Mississippi River flooding occurring during this period. Also adversely impacting fuel product sales was a $50.9 million increase in derivative losses on our fuel products cash flow hedges recorded in sales. Please see “Gross Profit” below for discussion of the net impact of our crude oil and fuel products derivative instruments designated as hedges.

41

     Gross Profit. Gross profit increased $0.9 million, or 1.9%, to $50.6 million in the three months ended June 30, 2011 from $49.6 million in the same period in 2010. Gross profit for our specialty products and fuel products segments was as follows:

	Three Months Ended June 30,
	2011			2010			% Change
	(Dollars in thousands, except per barrel data)
Gross profit by segment:
Specialty products	$	58,308		$	46,400			25.7	%
Percentage of sales		12.5	%		14.1	%
Specialty products gross profit per barrel	$	20.84		$	18.70			11.4	%
Fuel products	$	(7,743	)	$	3,219			(340.5	)%
Percentage of sales		(2.9	)%		1.7	%
Fuel products gross profit per barrel	$	(2.94	)	$	1.39			(311.5	)%
Total gross profit	$	50,565		$	49,619			1.9	%
Percentage of sales		6.9	%		9.6	%

     The increase in specialty products segment gross profit of $11.9 million quarter over quarter was due primarily to a 12.8% increase in sales volume and a 25.5% increase in the average selling price per barrel as discussed above, partially offset by a 37.6% increase in the average cost of crude oil per barrel and higher operating costs, primarily repairs and maintenance.

     The decrease in fuel products segment gross profit of $11.0 million quarter over quarter was due primarily to increased realized losses on derivatives of $27.1 million in our fuel products hedging program, a 39.0% increase in the cost of crude oil per barrel, and increased production of by-products partially offset by a 14.0% increase in sales volume and a 45.8% increase in selling prices per barrel, excluding the impact of realized hedging losses. Our fuels hedging program and refinery run rates being below expectations resulted in our diesel and jet fuel sales volumes being approximately 100% hedged at approximately $12.00 per barrel during the second quarter of 2011. This prevented us from fully realizing the benefit of increased market prices for fuels. Additionally, by-product production increased in the 2011 period as compared to the 2010 period due primarily to an increase in the mix of sour crude oil run rates at the Shreveport refinery.

     Selling, general and administrative. Selling, general and administrative expenses increased $2.1 million or 25.8% to $10.5 million in the three months ended June 30, 2011 from $8.3 million in the same period in 2010. This increase is due primarily to increased accrued incentive compensation costs of $1.6 million in 2011 compared to 2010.

     Transportation. Transportation expenses increased $2.7 million, or 13.7%, to $22.7 million in the three months ended June 30, 2011 from $20.0 million in the same period in 2010. This increase is due primarily to increased sales volumes of lubricating oils, solvents and waxes, as well as higher freight costs.

     Insurance recoveries. Insurance recoveries were $7.9 million for the three months ended June 30, 2011. The gain was related to a claim settled in the second quarter of 2011 with insurers related to the failure of an environmental operating unit at the Shreveport refinery in the first quarter of 2010.

     Interest expense. Interest expense increased $3.3 million, or 44.9%, to $10.5 million in the three months ended June 30, 2011 from $7.3 million in the three months ended June 30, 2010, due primarily to higher interest rates associated with the new 2019 Notes as compared to our term loan that was repaid in full and extinguished in connection with the issuance of the 2019 Notes.

     Debt extinguishment costs. Debt extinguishment costs were $15.1 million during the three months ended June 30, 2011. The debt extinguishment costs were related to the extinguishment of the term loan with proceeds from the issuance of the 2019 Notes.

     Realized loss on derivative instruments. Realized loss on derivative instruments decreased $2.9 million to $2.4 million in the three months ended June 30, 2011 from $5.3 million for the three months ended June 30, 2010. The change was due primarily to realized losses of approximately $3.9 million in our specialty products segment related to crude oil derivatives not designated as hedges, partially offset by realized crack spread derivative gains of $1.3 million that were both incurred during the three months ended June 30, 2010, with minimal comparable activity during the three months ended June 30, 2011.

     Unrealized loss on derivative instruments. Unrealized loss on derivative instruments decreased $4.9 million, to $3.1 million in the three months ended June 30, 2011 from $8.0 million in the three months ended June 30, 2010. The change was due primarily to decreases in unrealized losses on crack spread derivatives that were executed to economically lock in gains on a portion of our fuel

42

products segment derivative hedging activity related to 2010, and decreases in unrealized losses on derivatives used to economically hedge our specialty products segment crude oil purchases and increased gain ineffectiveness. Partially offsetting these improvements were the losses on the $1.4 million in interest rate swap contracts that were discontinued as cash flow hedges of the future payment of interest on our term loan that was extinguished with the issuance of the 2019 Notes.

Changes in Results of Operations for the Six Months Ended June 30, 2011 and 2010

     Sales. Sales increased $339.7 million, or 34.0%, to $1,339.0 million in the six months ended June 30, 2011 from $999.3 million in the same period in 2010. Sales for each of our principal product categories in these periods were as follows:

	Six Months Ended June 30,
	2011		2010		% Change
	(Dollars in thousands, except per barrel data)
Sales by segment:
Specialty products:
Lubricating oils	$	455,499	$	340,402		33.8	%
Solvents		253,978		183,631		38.3	%
Waxes		68,181		54,608		24.9	%
Fuels (1)		1,423		3,971		(64.2	)%
Asphalt and by-products (2)		84,435		52,287		61.5	%
Total specialty products	$	863,516	$	634,899		36.0	%
Total specialty products sales volume (in barrels)		5,446,000		4,936,000		10.3	%
Average specialty products sales price per barrel	$	158.56	$	128.63		23.3	%
Fuel products:
Gasoline	$	223,233	$	152,170		46.7	%
Diesel		173,764		141,626		22.7	%
Jet fuel		67,460		65,380		3.2	%
By-products (3)		11,037		5,194		112.5	%
Total fuel products	$	475,494	$	364,370		30.5	%
Total fuel products sales volume (in barrels)		4,802,000		4,506,000		6.6	%
Average fuel products sales price per barrel (4)	$	99.02	$	80.86		22.5	%
Total sales	$	1,339,010	$	999,269		34.0	%
Total sales volume (in barrels)		10,248,000		9,442,000		8.5	%

(1)	Represents fuels produced in connection with the production of specialty products at the Princeton, Cotton Valley and Karns City refineries.
(2)	Represents asphalt and other by-products produced in connection with the production of specialty products at the Princeton, Cotton Valley and Shreveport refineries.
(3)	Represents by-products produced in connection with the production of fuels at the Shreveport refinery.
(4)	Average fuel products sales price per barrel includes impact of hedging contracts.

     Specialty products segment sales for the six months ended June 30, 2011 increased $228.6 million, or 36.0%, as a result of an increase in the average selling price per barrel of $29.93, or 23.3%, and a 10.3% increase in sales volume as compared to the same period in 2010. Lubricating oils, solvents and waxes experienced price increases, driven by improving overall demand and a 30.6% increase in the average cost of crude oil per barrel for the 2011 period as compared to the same period in 2010. The increased volume is due primarily to improving overall specialty products demand as a result of improved economic conditions and higher refinery run rates over the prior period.

     Fuel products segment sales for the six months ended June 30, 2011 increased $111.1 million, or 30.5%, due primarily to an increase in the average selling price per barrel (excluding the impact of hedging activities) of $34.00, or 39.2%, driven by market conditions compared to a 31.6% increase in the average price of crude oil per barrel and a 6.6% increase in sales volume. The average selling price per barrel increased for all fuel products, with gasoline and diesel selling prices experiencing significant increases driven by improved market pricing. Adversely impacting fuel products sales was a $77.8 million increase in derivative losses on our fuel products cash flow hedges recorded in sales. Please see “Gross Profit” below for discussion of the net impact of our crude oil and fuel products derivative instruments designated as hedges.

43

     Gross Profit. Gross profit increased $16.1 million, or 19.8%, to $97.4 million in the six months ended June 30, 2011 from $81.3 million in the same period in 2010. Gross profit for our specialty products and fuel products segments was as follows:

	Six Months Ended June 30,
	2011			2010			% Change
	(Dollars in thousands, except per barrel data)
Gross profit by segment:
Specialty products	$	106,199		$	69,826			52.1	%
Percentage of sales		12.3	%		11.0	%
Specialty products gross profit per barrel	$	19.50		$	14.15			37.8	%
Fuel products	$	(8,770	)	$	11,469			(176.5	)%
Percentage of sales		(1.8	)%		3.1	%
Fuel products gross profit per barrel	$	(1.83	)	$	2.55			(171.8	)%
Total gross profit	$	97,429		$	81,295			19.8	%
Percentage of sales		7.3	%		8.1	%

     The increase in specialty products segment gross profit of $36.4 million for the six months ended June 30, 2011 compared to the same period in 2010 was due primarily to a 10.3% increase in sales volumes and a 23.3% increase in the average selling price per barrel as discussed above, partially offset by a 30.6% increase in the average cost of crude oil per barrel and higher operating costs, primarily repair and maintenance.

     The decrease in fuel products segment gross profit of $20.2 million for the six months ended June 30, 2011 compared to the same period in 2010 was due primarily to increased realized losses on derivatives of $52.4 million in our fuel products hedging program, a 31.6% increase in the cost of crude oil per barrel, and increased production of by-products, partially offset by a 6.6% increase in sales volume and a 39.2% increase in selling prices per barrel, excluding the impact of realized hedging losses. Our fuel products hedging program and refinery run rates being below expectations resulted in our diesel and jet fuel sales volumes being approximately 100% hedged during the second quarter of 2011 at approximately $12.00 per barrel. This prevented us from realizing the benefit of increased market pricing for these products. Additionally, by-product production increased in the 2011 period as compared to the 2010 period due primarily to an increase in the mix of sour crude oil run rates at the Shreveport refinery.

     Selling, general and administrative. Selling, general and administrative expenses increased $5.5 million, or 35.5%, to $21.0 million in the six months ended June 30, 2011 from $15.5 million in 2010. This increase is due primarily to increased accrued incentive compensation costs of $3.0 million in 2011 compared to 2010, as well as increased overall salaries and wages, bad debt expense and advertising.

     Transportation. Transportation expenses increased $5.6 million, or 13.8%, to $45.8 million in the six months ended June 30, 2011 from $40.2 million in the same period in 2010. This increase is due primarily to increased sales volumes of lubricating oils, solvents and waxes, as well as higher freight costs.

     Insurance recoveries. Insurance recoveries were $8.7 million for the six months ended June 30, 2011. The gain was related to a claim settled in the second quarter of 2011 with insurers related to the failure of an environmental operating unit at the Shreveport refinery in the first quarter of 2010.

     Interest expense. Interest expense increased $3.3 million or 22.5%, to $18.0 million in the six months ended June 30, 2011 from $14.7 million in the six months ended June 30, 2010, due primarily to higher interest rates associated with the new 2019 Notes as compared to our term loan that was repaid in full and extinguished in connection with the issuance of the 2019 Notes.

     Debt extinguishment costs. Debt extinguishment costs were $15.1 million during the six months ended June 30, 2011. The debt extinguishment costs were related to the extinguishment of the term loan with proceeds from the issuance of the 2019 Notes.

     Realized loss on derivative instruments. Realized loss on derivative instruments decreased $3.9 million to $2.0 million in the six months ended June 30, 2011 from $5.9 million for the six months ended June 30, 2010. This change was due primarily to increased realized gains of approximately $0.9 million in our specialty products segment related to crude oil derivatives not designated as hedges for the six months ended June 30, 2011, while experiencing losses on similar specialty products segment derivatives of $4.6

44

million for the same period in 2010. Partially offsetting these decreased losses were realized crack spread derivative gains of $2.3 million realized in the prior period, with minimal comparable activity during the six months ended June 30, 2011.

     Unrealized loss on derivative instruments. Unrealized loss on derivative instruments decreased $12.2 million, to $3.5 million in the six months ended June 30, 2011 from $15.8 million in the six months ended June 30, 2010. The decreased loss is due primarily to an increase in gain ineffectiveness during the quarter ended June 30, 2011 with significant loss ineffectiveness in the prior period. Partially offsetting this improvement were the losses on the $1.4 million in interest rate swap contracts that were discontinued as cash flow hedges of the future payment of interest on our term loan that was extinguished with the issuance of the 2019 Notes.

Liquidity and Capital Resources

     The following should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” included under Part I Item 7 in our 2010 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 5 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional discussion related to long-term debt.

     Our principal sources of cash have historically included cash flow from operations, proceeds from public equity offerings, proceeds from notes offerings and bank borrowings. Principal uses of cash have included capital expenditures, acquisitions, distributions to our unitholders and general partner and debt service. We expect that our principal uses of cash in the future will be for distributions to our limited partners and general partner, debt service, replacement and environmental capital expenditures and capital expenditures related to internal growth projects and acquisitions from third parties or affiliates. We expect to fund future capital expenditures with current cash flow from operations and borrowings under our revolving credit facility. Future internal growth projects or acquisitions may require expenditures in excess of our then-current cash flow from operations and borrowings under our existing revolving credit facility and may require us to issue debt or equity securities in public or private offerings or incur additional borrowings under bank credit facilities to meet those costs.

     As discussed above, we intend to finance the Superior Acquisition primarily through a combination of equity and long-term debt financing and through borrowings under our revolving credit facility. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Superior Refinery Purchase Agreement” above for additional information.

Cash Flows

     We believe that we have sufficient liquid assets, cash flow from operations and borrowing capacity to meet our financial commitments, debt service obligations and anticipated capital expenditures. However, we are subject to business and operational risks that could materially adversely affect our cash flows. A material decrease in our cash flow from operations including a significant, sudden decrease in crude oil prices would likely produce a corollary material adverse effect on our borrowing capacity under our revolving credit facility and potentially our ability to comply with the covenants under our credit facilities. A significant, sudden increase in crude oil prices, if sustained, would likely result in increased working capital requirements which would be funded by borrowings under our revolving credit facility.

     The following table summarizes our primary sources and uses of cash in each of the periods presented:

	Six Months Ended
	June 30,
	2011			2010
	(In thousands)
Net cash provided by (used in) operating activities	$	(70,558	)	$	42,567
Net cash used in investing activities	$	(18,563	)	$	(16,896	)
Net cash provided by (used in) financing activities	$	89,139		$	(25,653	)

     Operating Activities. Operating activities used cash of $70.6 million during the six months ended June 30, 2011 compared to cash provided of $42.6 million during the same period in 2010. The change was due primarily to increases in working capital requirements of $122.0 million, due primarily to the increased crude oil inventory levels as a result of terminating certain just-in-time inventory supply arrangements with a related party, Legacy, effective May 31, 2011, increased working capital requirements resulting from increased run rates at our Shreveport facility and higher commodity prices in general, partially offset by insurance recoveries related to a settled claim with insurers resulting from the failure of an environmental operating unit at the Shreveport refinery in the first quarter of 2010.

     Investing Activities. Cash used in investing activities increased to $18.6 million during the six months ended June 30, 2011 compared to $16.9 million during the six months ended June 30, 2010. The increase is due primarily to increased capital expenditures for capital improvements, which were partially offset by insurance recoveries of $1.9 million.

45

     Financing Activities. Financing activities provided cash of $89.1 million for the six months ended June 30, 2011 compared to cash used of $25.7 million during the six months ended June 30, 2010. The increase is due primarily to the net proceeds from the public equity offering of $92.3 million during the first quarter of 2011 and net proceeds from the 2019 Notes offering of $389.0 million in the second quarter of 2011, partially offset by debt issuance costs, the repayment of the senior secured first lien term loan facility and quarterly distributions to our unitholders.

     On April 8, 2011, we declared a quarterly cash distribution of $0.475 per unit on all outstanding units, or approximately $19.3 million in the aggregate, for the quarter ended March 31, 2011. The distribution was paid on May 13, 2011 to unitholders of record as of the close of business on May 3, 2011. This quarterly distribution of $0.475 per unit equates to $1.90 per unit, or approximately $77.2 million in the aggregate on an annualized basis.

     On July 22, 2011, we declared a quarterly cash distribution of $0.495 per unit on all outstanding units, or approximately $20.1 million in aggregate, for the quarter ended June 30, 2011. The distribution will be paid on August 12, 2011 to unitholders of record as of the close of business on August 2, 2011. This quarterly distribution of $0.495 per unit equates to $1.98 per unit, or approximately $80.5 million in the aggregate on an annualized basis.

Capital Expenditures

     Our capital expenditure requirements consist of capital improvement expenditures, replacement capital expenditures and environmental capital expenditures. Capital improvement expenditures include expenditures to acquire assets to grow our business, to expand existing facilities, such as projects that increase operating capacity, or to reduce operating costs. Replacement capital expenditures replace worn out or obsolete equipment or parts. Environmental capital expenditures include asset additions to meet or exceed environmental and operating regulations.

     The following table sets forth our capital improvement expenditures, replacement capital expenditures and environmental capital expenditures in each of the periods shown.

	Six Months Ended June 30,
	2011		2010
	(In thousands)
Capital improvement expenditures	$	13,039	$	675
Replacement capital expenditures		5,873		8,801
Environmental capital expenditures		1,723		7,541
Total	$	20,635	$	17,017

     We anticipate that future capital expenditure requirements will be provided primarily through cash from operations and available borrowings under our revolving credit facility. We estimate our replacement and environmental capital expenditures will be approximately $6.0 million per quarter for the remainder of 2011, with total replacement and environmental capital expenditures below 2010 levels. These estimated amounts for 2011 include a portion of the $11.0 million to $15.0 million in environmental projects to be spent over the next five years as required by our settlement with the LDEQ under the “Small Refinery and Single Site Refining Initiative.” Please read Note 4 of Part I Item 1 “Financial Statements — Commitments and Contingencies — Environmental” for additional information. Our capital improvement expenditures have increased due to various minor capital improvement projects to reduce energy costs, improve finished product quality and improve finished product yields. We do not expect significant capital improvement expenditures for the remainder of 2011.

Debt and Credit Facilities

     As of June 30, 2011, our debt and credit facilities consisted of:

• a $550.0 million senior secured revolving credit facility, subject to borrowing base restrictions, with a letter of credit sublimit equal to the greater of (i) $400.0 million and (ii) 80% of revolver commitments then in effect; and

• $400.0 million of 9 3/8% senior notes due 2019.

46

Amended and Restated Senior Secured Revolving Credit Facility

     On June 24, 2011, we entered into an amended and restated senior secured revolving credit facility, which increased the maximum availability from $375.0 million to $550.0 million, subject to borrowing base limitations, and includes a $300.0 million incremental uncommitted expansion feature. The revolving credit facility, which matures in June 2016, has a first priority lien on our cash, accounts receivable, inventory and certain other personal property .

     The revolving credit facility contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. The revolving credit facility generally permits us to make cash distributions to our unitholders as long as immediately after giving effect to such a cash distribution we have availability under the revolving credit facility at least equal to the greater of (i) 15% of the lesser of (a) the Borrowing Base (as defined in the revolving credit facility) without giving effect to the LC Reserve (as defined in the revolving credit facility) and (b) the revolving credit facility commitments then in effect and (ii) $45.0 million. Further, the revolving credit facility contains one springing financial covenant which provides that only if the Company’s availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $30.0 million, then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0.

     Borrowings under the revolving credit facility are limited to a borrowing base that is determined based on advance rates of percentages of eligible accounts receivable and inventory (as defined by the revolving credit facility agreement). As such, the borrowing base can fluctuate based on changes in selling prices of our products and our current material costs, primarily the cost of crude oil. On June 30, 2011, we had availability on our revolving credit facility of $194.7 million, based upon a $402.2 million borrowing base, $179.5 million in outstanding standby letters of credit and outstanding borrowings of $28.1 million. Our borrowing base at June 30, 2011 was $402.2 million. The borrowing base cannot exceed the revolving credit facility commitments then in effect. The lender group under our revolving credit facility is comprised of a syndicate of eleven lenders with total commitments of $550.0 million.

     The revolving credit facility, which is our primary source of liquidity for cash needs in excess of cash generated from operations, matures in June 2016 and currently bears interest at prime plus a basis points margin or LIBOR plus a basis points margin, at our option. As of June 30, 2011, this margin was 125 basis points for prime and 250 basis points for LIBOR; however, the margin fluctuates quarterly based on our average availability for additional borrowings under the revolving credit facility in the preceding calendar quarter. Letters of credit issued under the revolving credit facility accrue fees at the margin applicable to LIBOR loans. Basis points margin is as follows:

Quarterly Average	Margin on Base Rate	Margin on LIBOR
Availability Percentage	Revolving Loans	Revolving Loans
≥ 66%	1.00%	2.25%
≥ 33% and < 66%	1.25%	2.50%
< 33%	1.50%	2.75%

     If an event of default exists under the revolving credit facility, the lenders will be able to accelerate the maturity of the credit facilities and exercise other rights and remedies. An event of default includes, among other things, the nonpayment of principal interest, fees or other amounts; failure of any representation or warranty to be true and correct when made or confirmed; failure to perform or observe covenants in the revolving credit facility or other loan documents, subject, in limited circumstances, to certain grace periods; cross-defaults in other indebtedness if the effect of such default is to cause, or permit the holders of such indebtedness to cause, the acceleration of such indebtedness under any material agreement; bankruptcy or insolvency events; monetary judgment defaults; asserted invalidity of the loan documentation; and a change of control over us.

     Amounts outstanding on our revolving credit facility fluctuate materially during each quarter due to normal changes in working capital, payments of quarterly distributions to unitholders and debt service costs. Specifically, the amount borrowed under our revolving credit facility is typically at its highest level after we pay for the majority of our crude oil supplies on the 20th day of every month per standard industry terms. The maximum revolving credit facility borrowings during the second quarter of 2011 were $97.6

47

million. Nonetheless, our availability on our revolving credit facility during the peak borrowing days of a quarter has been ample to support our operations and service upcoming requirements. During the quarter ended June 30, 2011, availability for additional borrowings under our revolving credit facility was approximately $104.3 million at its lowest point. We believe that we will continue to have sufficient cash flow from operations and borrowing availability under our revolving credit facility to meet our financial commitments, minimum quarterly distributions to our unitholders, debt service obligations, credit agreement covenants, contingencies and anticipated capital expenditures.

9 3/8% Senior Notes

     On April 21, 2011, we and Calumet Finance Corp. issued and sold $400.0 million in aggregate principal amount of our 9 3/8% 2019 Notes in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers. The 2019 Notes were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. We received proceeds of $389.0 million net of underwriters’ fees and expenses, which we used to repay in full borrowings outstanding under our existing senior secured first lien term loan facility, as well as all accrued interest and fees, and for general partnership purposes. Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of our operating subsidiaries and certain of our future operating subsidiaries.

     At any time prior to May 1, 2014, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, we may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

     Prior to May 1, 2015, we may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indenture governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

     The indenture governing the 2019 Notes contains covenants that, among other things, restrict our ability and the ability of certain of our subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase our units or redeem or repurchase our subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us; (vii) consolidate, merge or transfer all or substantially all of our assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indenture governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that we repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the notes offering on April 21, 2011, our then current revolving credit facility was amended to, among other things, (i) permit the issuance of the 2019 Notes; (ii) upon consummation of the issuance of the 2019 Notes and the termination of the senior secured first lien credit facility, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility and (iii) change the interest rate pricing on the revolving credit facility.

48

Registration Rights Agreement

     On April 21, 2011, in connection with the issuance and sale of the 2019 Notes, we entered into a registration rights agreement with the initial purchasers of the 2019 Notes obligating us to use reasonable best efforts to file an exchange registration statement with the SEC so that holders of the 2019 Notes can offer to exchange the 2019 Notes issued in this offering for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. We must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, we have agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, we must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If we fail to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Facility

     On April 21, 2011, we used approximately $369.5 million of the net proceeds from the issuance and sale of the 2019 Notes to repay in full our term loan facility, as well as accrued interest and fees, and extinguished the senior secured first lien credit facility. We did not incur any material early extinguishment penalties in connection with our termination of the senior secured first lien credit facility. Further, we recorded in the second quarter of 2011 approximately $15.1 million in extinguishment charges related to the write off of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

     Borrowings under the senior secured first lien credit facility were used (i) to finance a portion of the acquisition of Penreco in 2008, (ii) to fund the anticipated growth in working capital and remaining capital expenditures associated with our Shreveport refinery expansion project completed in 2008, (iii) to refinance our then-existing term loan facility, (iv) to issue a $50.0 million letter credit to secure our obligations under one of our master derivatives contracts and (v) for general partnership purposes. Each lender under the senior secured first lien credit facility generally had a first priority lien on our fixed assets and a second priority lien on our cash, accounts receivable, inventory and certain other personal property. The senior secured first lien credit facility would have matured in January 2015.

Derivatives

     In connection with the termination of the term loan facility and the amendment of our senior secured revolving credit facility, on April 21, 2011, we entered into Amendments to certain of our master derivatives contracts to provide new credit support arrangements to secure our payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of our senior secured revolving credit facility. Under the new credit support arrangements, our payment obligations are generally secured by a first priority lien on our and our subsidiaries’ real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). We also issued to one counterparty a $25.0 million standby letter of credit under the revolving credit facility to replace a prefunded $50.0 million letter of credit previously issued under the senior secured first lien facility. In the event that such counterparty’s exposure to us exceeds $150.0 million, we will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. Our master derivatives contracts will continue to impose a number of covenant limitations on our operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements. In addition to the $25.0 million standby letter of credit posted to one counterparty, as of June 30, 2011 we had cash collateral posted to another counterparty of $11.9 million. For financial reporting purposes, we do not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to us upon settlement of the related derivative instrument liability. Our master derivative contracts continue to impose a number of covenant limitations on our operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

     The fair value of the Company’s derivatives decreased by approximately $46.0 million subsequent to June 30, 2011 to a liability of approximately $184.0 million. As of August 8, 2011, we had approximately $31.3 million in cash margin posted with one counterparty to support crack spread hedging. All other credit support thresholds with our counterparties are at levels where it would take a substantial increase in fuel products crack spreads to require additional collateral to be posted. As a result, we do not expect further increases in fuel products crack spreads to significantly impact our liquidity.

49

Contractual Obligations and Commercial Commitments

     The following table summarizes our contractual cash obligations as of June 30, 2011 at current maturities and reflects only those line items that are materially changed since December 31, 2010:

			Payments Due by Period
			Less Than		1-3		3-5		More Than
	Total		1 Year		Years		Years		5 Years
					(In thousands)
Operating activities:
Interest on long-term debt at contractual rates (1)	$	309,932	$	43,288	$	80,219	$	80,175	$	106,250
Operating lease obligations (2)		33,107		11,789		15,458		5,182		678
Letters of credit (3)		179,473		179,473		—		—		—
Purchase commitments (4)		1,271,176		765,864		436,920		68,392		—
Financing activities:
Capital lease obligations		1,292		942		350		—		—
Long-term debt obligations, excluding capital lease obligations		428,090		—		—		—		428,090
Total obligations	$	2,223,070	$	1,001,356	$	532,947	$	153,749	$	535,018

(1)	Interest on long-term debt at contractual rates and maturities relates primarily to our 2019 Notes and revolving credit agreement.
(2)	We have various operating leases primarily for the use of land, storage tanks, pressure stations, railcars, equipment, precious metals and office facilities that extend through August 2017.
(3)	Letters of credit primarily supporting crude oil purchases, precious metals leasing and hedging activities.
(4)	Purchase commitments consist primarily of obligations to purchase fixed volumes of crude oil and other feedstocks and finished products for resale from various suppliers based on current market prices at the time of delivery.

     In connection with the closing of the acquisition of Penreco on January 3, 2008, we entered into a feedstock purchase agreement with ConocoPhillips related to the LVT unit at its Lake Charles, Louisiana refinery (the “LVT Feedstock Agreement”). Pursuant to the LVT Feedstock Agreement, ConocoPhillips is obligated to supply a minimum quantity (the “Base Volume”) of feedstock for the LVT unit for a term of ten years. Based upon this minimum supply quantity, we expect to purchase $74.6 million of feedstock for the LVT unit in each fiscal year of the term based on pricing estimates as of June 30, 2011. This amount is not included in the table above. If the Base Volume is not supplied at any point during the first five years of the ten year term, a penalty for each gallon of shortfall must be paid to us as liquidated damages.

Off-Balance Sheet Arrangements

     We have no material off-balance sheet arrangements.

Critical Accounting Policies and Estimates

     For additional discussion regarding our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” under Part I Item 7 of our 2010 Annual Report.

Recent Accounting Pronouncements

     For additional discussion regarding recent accounting pronouncements, see Note 2 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements.”

Equity Transactions

     In February 2011, we satisfied the last of the earnings and distributions tests contained in our partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution on February 14, 2011. Two days following this quarterly distribution to our unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

50

     On February 24, 2011, we completed a public equity offering of our common units in which we sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by us from this offering (net of underwriting discounts, commissions and expenses but before our general partner’s capital contribution) were $92.3 million. The net proceeds were used to repay borrowings under our revolving credit facility and for general partnership purposes. Underwriting discounts totaled $3.9 million. Our general partner contributed $2.0 million to retain its 2% general partner interest.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     The following should be read in conjunction with “Quantitative and Qualitative Disclosures About Market Risk” included under Part I Item 7A in our 2010 Annual Report. There have been no material changes in that information other than as discussed below. Also, see Note 6 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for additional discussion related to derivative instruments and hedging activities.

Commodity Price Risk

     Holding all other variables constant, we expect a $1 increase in the applicable commodity prices would change our recorded mark-to-market valuation by the following amounts based upon the volumes hedged as of June 30, 2011:

	In millions
Crude oil swaps	$	11.4
Diesel swaps	$	3.6
Jet fuel swaps	$	7.3
Gasoline swaps	$	0.6

Interest Rate Risk

     Our profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates, which is consistent with prior years. The primary purpose of our interest rate risk management activities is to hedge our exposure to changes in interest rates. Historically, our policy has been to enter into interest rate swap agreements to hedge up to 75% of our interest rate risk related to variable rate debt.

     We are exposed to market risk from fluctuations in interest rates. As of June 30, 2011, we had approximately $28.1 million of variable rate debt outstanding under our revolving credit facility. Holding other variables constant (such as debt levels), a one hundred basis point change in interest rates on our variable rate debt as of June 30, 2011 would be expected to have an impact on net income and cash flows for 2011 of approximately $0.3 million.

Existing Commodity Derivative Instruments

Fuel Products Segment

     The following table provides a summary of the implied crack spreads for the crude oil, diesel, jet fuel and gasoline swaps as of June 30, 2011 disclosed in Note 6 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements,” all of which are designated as hedges.

					Implied Crack
Crude Oil and Fuel Products Swap Contracts by Expiration Dates	Barrels		BPD		Spread ($/Bbl)
Third Quarter 2011		1,610,000		17,500	$	12.75
Fourth Quarter 2011		1,334,000		14,500		12.16
Calendar Year 2012		5,626,000		15,372		13.27
Calendar Year 2013		2,864,000		7,847		23.90
Totals		11,434,000
Average price					$	15.73

51

     At June 30, 2011, we had the following jet fuel put options related to jet fuel crack spreads in our fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

Specialty Products Segment

     At June 30, 2011, we had no derivative positions outstanding related to crude oil purchases in our specialty products segment. Please refer to Note 6 under Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” for detailed information on these derivatives.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

     As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2011 at the reasonable assurance level.

(b) Changes in Internal Control over Financial Reporting

     There was no change in our internal control over financial reporting during the second fiscal quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

52

PART II

Item 1. Legal Proceedings

     We are not a party to, and our property is not the subject of, any pending legal proceedings other than ordinary routine litigation incidental to our business. Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, we may, at any given time, be a defendant in various legal proceedings and litigation arising in the ordinary course of business. The information provided under Note 4 “Commitments and Contingencies” in Part I Item 1 “Financial Statements — Notes to Unaudited Condensed Consolidated Financial Statements” is incorporated herein by reference.

Item 1A. Risk Factors

     The risk factors included in our 2010 Annual Report have not materially changed other than as set forth below.

Our revolving credit facility, indenture governing the 2019 Notes and master derivative contracts contain operating and financial restrictions that may restrict our business and financing activities.

     The operating and financial restrictions and covenants in our revolving credit facility, indenture governing the 2019 Notes, master derivative contracts and any future financing agreements could restrict our ability to finance future operations or capital needs or to engage, expand or pursue our business activities, including restrictions on our ability to, among other things:

• pay distributions or redeem or repurchase our units or repurchase our subordinated debt;

• incur or guarantee additional indebtedness or issue preferred units;

• create or incur certain liens;

• make certain acquisitions and investments;

• make capital expenditures above specified amounts;

• redeem or repay other debt or make other restricted payments;

• enter into transactions with affiliates;

• enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;

• create unrestricted subsidiaries;

• enter into sale and leaseback transactions;

• enter into a merger, consolidation or transfer or sale of assets, including equity interests in our subsidiaries;

• cease our commodity hedging program; and

• engage in certain business activities.

     Our revolving credit facility contains operating and financial restrictions similar to the above listed items, including a springing financial covenant which provides that if availability under the revolving credit facility falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $30.0 million, we will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0. The failure to comply with any of these or other covenants would cause a default under our revolving credit facility.

53

     Our existing indebtedness imposes, and any future indebtedness may impose, a number of covenants on us regarding collateral maintenance and insurance maintenance. As a result of these covenants and restrictions, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

     Our ability to comply with the covenants and restrictions contained in the indenture governing the 2019 Notes, our revolving credit facility and our master derivative contracts may be affected by events beyond our control. If market or other economic conditions deteriorate, our ability to comply with these covenants and restrictions may be impaired. A failure to comply with the covenants, ratios or tests in the indenture governing the 2019 Notes, our revolving credit facility, our master derivative contracts or any future indebtedness could result in an event of default under the indenture, our revolving credit facility, our master derivative contracts, the indenture governing our 2019 Notes or our future indebtedness, which, if not cured or waived, could have a material adverse affect on our business, financial condition and results of operations. In the event of any default on our indebtedness, our debt holders and lenders:

• will not be required to lend any additional amounts to us;

• could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;

• could elect to require that all obligations accrue interest at the default rate, if such rate has not already been imposed;

• may have the ability to require us to apply all of our available cash to repay these borrowings; or

• may prevent us from making debt service payments under our other agreements, any of which could result in an event of default under the notes.

     If an acceleration of our debt occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if new financing were available, it may be on terms that are less attractive to us than our then existing credit facilities or it may not be on terms that are acceptable to us.

     If our existing indebtedness were to be accelerated, there can be no assurance that we would have, or be able to obtain, sufficient funds to repay such indebtedness in full. In addition, our obligations under our revolving credit facility are secured by substantially all of our accounts receivable, inventory and certain related assets and our obligations under our master derivative contracts are secured by a first priority lien on our real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the forgoing (including proceeds of hedge agreements), and if we are unable to repay our indebtedness under the revolving credit facility or master derivative contracts, the lenders could seek to foreclose on these assets. Please read Part I Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information regarding our long-term debt.

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets and our ability to distribute cash to our unitholders and make payments on our debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us.

     We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to distribute cash to our unitholders and payments of debt obligations depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, our revolving credit facility and applicable state laws and other laws and regulations. If we are unable to obtain the funds necessary to distribute cash to our unitholders or payments of debt obligations, we may be required to adopt one or more alternatives, such as a refinancing of our indebtedness, including our 2019 Notes, or incurring borrowings under our revolving credit facility. We cannot assure you that we would be able to refinance our indebtedness or that the terms on which we could refinance our indebtedness would be favorable.

A change of control could result in us facing substantial repayment obligations under our revolving credit facility and our 2019 Notes.

     Our revolving credit agreement and the indenture governing our 2019 Notes contain provisions relating to change of control of our managing general partner, our partnership and our operating subsidiaries. Upon a change of control event, we may be required

54

immediately to repay the outstanding principal, any accrued interest on and any other amounts owed by us under our revolving credit facility, the 2019 Notes and other outstanding indebtedness. The source of funds for these repayments would be our available cash or cash generated from other sources. In such an event, there is no assurance that we would be able to pay the indebtedness, in which case the lenders under our revolving credit facility would have the right to foreclose on our assets, which would have a material adverse effect on us. Furthermore, certain change of control events would constitute an event of default under the agreement governing our revolving credit facility, and we might not be able to obtain a waiver of such default. There is no restriction in our partnership agreement on the ability of our general partner to enter into a transaction which would trigger the change of control provisions of our revolving credit facility agreement or the indenture governing our 2019 Notes.

We depend on certain key crude oil and other feedstock suppliers for a significant portion of our supply of crude oil and other feedstocks, and the loss of any of these key suppliers or a material decrease in the supply of crude oil and other feedstocks generally available to our refineries could materially reduce our ability to make distributions to unitholders.

     We purchase crude oil and other feedstocks from major oil companies as well as from various crude oil gatherers and marketers in east Texas and north Louisiana. In 2010, subsidiaries of Plains All American Pipeline, L.P. and Genesis Crude Oil, L.P. supplied us with approximately 49.6% and 4.6%, respectively, of our total crude oil supplies under term contracts and evergreen crude oil supply contracts. In addition, 41.5% of our total crude oil purchases in 2010 were from Legacy Resources, an affiliate of our general partner, to supply crude oil to our Princeton and Shreveport refineries. Each of our refineries is dependent on one or more of these suppliers and the loss of any of these suppliers would adversely affect our financial results to the extent we were unable to find another supplier of this substantial amount of crude oil. We do not maintain long-term contracts with most of our suppliers. For example, our contracts with Plains are currently month-to-month terminable upon 90 days’ notice. Additionally, we expect to purchase the crude oil supply for the Princeton refinery and Shreveport refinery directly from third-party suppliers under evergreen supply contracts and on the spot market. These evergreen contracts are generally terminable on 30 days notice, and purchases on the spot market may expose us to changes in commodity prices. For additional discussion regarding our crude oil and feedstock supply, please read Items 1 and 2 “Business and Properties — Crude Oil and Feedstock Supply” in our 2010 Annual Report.

     To the extent that our suppliers reduce the volumes of crude oil and other feedstocks that they supply us as a result of declining production or competition or otherwise, our revenues, net income and cash available for distribution to unitholders and payments of our debt obligations would decline unless we were able to acquire comparable supplies of crude oil and other feedstocks on comparable terms from other suppliers, which may not be possible in areas where the supplier that reduces its volumes is the primary supplier in the area. A material decrease in crude oil production from the fields that supply our refineries, as a result of depressed commodity prices, lack of drilling activity, natural production declines, governmental moratoriums on drilling or production activities or otherwise, could result in a decline in the volume of crude oil we refine. Fluctuations in crude oil prices can greatly affect production rates and investments by third parties in the development of new oil reserves. Drilling activity generally decreases as crude oil prices decrease. We have no control over the level of drilling activity in the fields that supply our refineries, the amount of reserves underlying the wells in these fields, the rate at which production from a well will decline or the production decisions of producers, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, geological considerations, governmental regulation and the availability and cost of capital.

We are dependent on certain third-party pipelines for transportation of crude oil and refined products, and if these pipelines become unavailable to us, our revenues and cash available for distributions to our unitholders and payment of our debt obligations could decline.

     Our Shreveport refinery is interconnected to pipelines that supply most of its crude oil and ship a portion of its refined fuel products to customers, such as pipelines operated by subsidiaries of Enterprise Products Partners L.P. and ExxonMobil. Since we do not own or operate any of these pipelines, their continuing operation is not within our control. In addition, any of these third-party pipelines could become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events. For example, our refinery run rates were affected by an approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period. If any of these third-party pipelines become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events, our revenues, net income and cash available for distributions to our unitholders and payment of our debt obligations could decline.

55

Decreases in the price of crude oil may lead to a reduction in the borrowing base under our revolving credit facility or the requirement that we post substantial amounts of cash collateral for derivative instruments, either of which could adversely affect our liquidity, financial condition and our ability to distribute cash to our unitholders.

     The borrowing base under our revolving credit facility is determined weekly or monthly depending upon availability levels or the existence of a default or event of default. Reductions in the value of our inventories as a result of lower crude oil prices could result in a reduction in our borrowing base, which would reduce the amount of financial resources available to meet our capital requirements. Further, if at any time our available capacity under our revolving credit facility falls below $35.0 million, or a default or event of default exists and for an additional 60 days after those circumstances do not exist, our cash balances in a dominion account established with the administrative agent will be applied on a daily basis to our outstanding obligations and the revolving credit facility. In addition, decreases in the price of crude oil may require us to post substantial amounts of cash collateral to our hedging counterparties in order to maintain our hedging positions. At June 30, 2011, we had $194.7 million in availability under our revolving credit facility. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Debt and Credit Facilities” for additional information. If the borrowing base under our revolving credit facility decreases or we are required to post substantial amounts of cash collateral to our hedging counterparties, it could have a material adverse effect on our liquidity, financial condition and our ability to distribute cash to our unitholders.

An increase in interest rates will cause our debt service obligations to increase.

     Borrowings under our revolving credit facility bear interest at a floating rate (4.50% as of June 30, 2011). The interest rate is subject to adjustment based on fluctuations in the London Interbank Offered Rate (“LIBOR”) or prime rate. An increase in the interest rates associated with our floating-rate debt would increase our debt service costs and affect our results of operations and cash flow available for distribution to our unitholders. In addition, an increase in interest rates could adversely affect our future ability to obtain financing or materially increase the cost of any additional financing.

     In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I Item 1A. “Risk Factors” in our 2010 Annual Report, which could materially affect our business, financial condition or future results. The risks described in this Quarterly Report and in our 2010 Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     None.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Removed and Reserved

Item 5. Other Information

     None.

56

Item 6. Exhibits

     The following documents are filed as exhibits to this Quarterly Report:

Exhibit
Number	Description
3.1	Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.2	Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.3	Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.4	Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.5	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
3.6	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
4.1	Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010 (File No. 000-51734)).
4.2	Indenture, dated April 21, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2011 (File No. 000-51734)).
4.3	Registration Rights Agreement, dated April 21, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2011 (File No. 000-51734)).
10.1*	Amended and Restated ISDA Master Agreement and related Schedule, Lien Annex, Credit Support Annex and amendments thereto, dated as of January 3, 2008, between Calumet Lubricants Co., Limited Partnership and J. Aron & Company.
10.2*	Collateral Trust Agreement, as amended, dated as of April 21, 2011, among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A.
10.3	Amended and Restated Credit Agreement, dated as June 24, 2011, by and among Calumet Specialty Products Partners, L.P. and its subsidiaries as Borrowers, the Lenders, Bank of America, N.A., as Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2011 (File No. 000-51734)).
31.1*	Sarbanes-Oxley Section 302 certification of F. William Grube.
31.2*	Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
32.1*	Section 1350 certification of F. William Grube and R. Patrick Murray, II.
100.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of the registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

57

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
By:	Calumet GP, LLC,
	its general partner
By:	/s/ R. Patrick Murray, II
	R. Patrick Murray, II Vice President,
	Chief Financial Officer and Secretary of Calumet GP, LLC, general partner of Calumet Specialty Products Partners, L.P. (Authorized Person and Principal Accounting Officer)

Date: August 8, 2011

58

Index to Exhibits

Exhibit
Number	Description
3.1	Certificate of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.2	Amended and Restated Limited Partnership Agreement of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.3	Certificate of Formation of Calumet GP, LLC (incorporated by reference to Exhibit 3.3 of Registrant’s Registration Statement on Form S-1 filed with the Commission on October 7, 2005 (File No. 333-128880)).
3.4	Amended and Restated Limited Liability Company Agreement of Calumet GP, LLC (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 13, 2006 (File No. 000-51734)).
3.5	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on July 11, 2006 (File No. 000-51734)).
3.6	Amendment No. 2 to First Amended and Restated Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on April 18, 2008 (File No. 000-51734)).
4.1	Specimen Unit Certificate representing common units (incorporated by reference to Exhibit 3.7 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2010 (File No. 000-51734)).
4.2	Indenture, dated April 21, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and Wilmington Trust FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2011 (File No. 000-51734)).
4.3	Registration Rights Agreement, dated April 21, 2011, by and among Calumet Specialty Products Partners, L.P., Calumet Finance Corp., certain subsidiary guarantors party thereto and the initial purchasers party thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2011 (File No. 000-51734)).
10.1*	Amended and Restated ISDA Master Agreement and related Schedule, Lien Annex, Credit Support Annex and amendments thereto, dated as of January 3, 2008, between Calumet Lubricants Co., Limited Partnership and J. Aron & Company.
10.2*	Collateral Trust Agreement, as amended, dated as of April 21, 2011, among Calumet Lubricants Co., Limited Partnership, the guarantors party thereto, the secured hedge counterparties thereto and Bank of America, N.A.
10.3	Amended and Restated Credit Agreement, dated as June 24, 2011, by and among Calumet Specialty Products Partners, L.P. and its subsidiaries as Borrowers, the Lenders, Bank of America, N.A., as Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Capital Finance, LLC as Joint Lead Arrangers and Joint Book Runners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 30, 2011 (File No. 000-51734)).
31.1*	Sarbanes-Oxley Section 302 certification of F. William Grube.
31.2*	Sarbanes-Oxley Section 302 certification of R. Patrick Murray, II.
32.1*	Section 1350 certification of F. William Grube and R. Patrick Murray, II.
100.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of the registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

59

EX-10.1

Exhibit 10.1

(Multicurrency—Cross Border)

ISDA_®
International Swap Dealers Association. Inc.
MASTER AGREEMENT
dated as of
March 17, 2006

And Amended and Restated as of January 3, 2008

between

J. ARON & COMPANY, a general		CALUMET LUBRICANTS CO.,
partnership organized under the laws of	and	LIMITED PARTNERSHIP, a limited
the State of New York (“Aron”)		partnership organized under the laws of
		the State of Indiana (“Counterparty”)

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:—

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright© 1992 by International Swap Dealers Association, Inc.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable:—

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—

(1) promptly notify the other party (“Y”) of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

ISDA® 1992

2

(ii) Liability. If:—

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

ISDA® 1992

3

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

ISDA® 1992

4

organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however

ISDA® 1992

5

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

ISDA® 1992

6

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

(v) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

ISDA® 1992

7

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:—

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then

ISDA® 1992

8

continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:—

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

ISDA® 1992

9

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:—

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:—

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

ISDA® 1992

10

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into this Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such Party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

ISDA ® 1992

11

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

ISDA ® 1992

12

to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13. Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

ISDA ® 1992

13

reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement:—

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:—

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

ISDA ® 1992

14

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of Bargain, cost of funding or, at the election of such parry but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably Practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such parry (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

ISDA ® 1992

15

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

ISDA ® 1992

16

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, Cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be Selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

ISDA ® 1992

17

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

J. ARON & COMPANY		CALUMET LUBRICANTS CO., LIMITED   PARTNERSHIP
By:	/s/ Susan Rudov	By:	Calumet LP GP, LLC, its general partner
	Name: Susan Rudov
	Title: Attorney In Fact	By:	Calumet Operating, LLC, its sole member
	Date:
		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
			Date:

ISDA®1992

18

SCHEDULE

to the

ISDA MASTER AGREEMENT

dated as of

March 17, 2006

And Amended and Restated as of January 3, 2008

between

J. ARON & COMPANY,

a general partnership organized under the laws of the State of New York

(“Aron”),

And

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,

(“Counterparty”).

Part 1. Termination Provisions

(a) “Specified Entity”

(i)

means, in relation to Aron, Goldman, Sachs & Co., Goldman Sachs Capital Markets, L.P., Goldman Sachs International, Goldman Sachs (Japan) Ltd., Goldman Sachs International Bank, Goldman Sachs (Asia) Finance, Goldman Sachs Financial Markets, L.P., Goldman Sachs Paris Inc. et Cie, Goldman Sachs Mitsui Marine Derivative Products, L.P., Goldman, Sachs & Co. oHG, J. Aron & Company (Singapore) Pte., and J. Aron & Company (U.K.) for the purpose of Section 5(a)(v), and shall not apply for purposes of Sections 5(a)(vi), 5(a)(vii) and 5(b)(iv); and

(ii)

means, in relation to Counterparty, for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv),each of the Domestic Entities. For purposes hereof, the “Domestic Entities” means (i) Calumet Specialty Products Partners, L.P., (ii) Calumet LP GP, LLC, (iii) Calumet Operating, LLC and (iv) each Subsidiary of Counterparty organized under the laws of any political subdivision of the United States. For purposes of the foregoing, “Subsidiary” of a person shall mean 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.

(b) The Parties agree to add new clauses (g), (h) and (i) to Section 3 as follows, with respect to Counterparty only:

“(g) Each representation set forth in Section 6.08 of the PP&E Credit Agreement and Section 9.1.8 of the ABL Credit Agreement is accurate and true in all respects.

(h)	There is no event, condition or circumstance which exists, or with the passage of time, could reasonably be expected to have a Material Adverse Effect.”
(i)	As of the Effective Date, and at all times from the Effective Date until the Scheduled Maturity Date, the outstanding amount of funded Indebtedness under the PP&E Credit Agreement is equal to or less than U.S. $510,000,000.

(c)	“Specified Transaction”. The term “Specified Transaction” in Section 14 of the Agreement is amended in its entirety as follows:
	“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation.”
(c)	The “Cross Default” provisions of Section 5(a)(vi) will apply to Aron and will apply to Counterparty, provided that (i) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of such Section 5(a)(vi); and (ii) the following language shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”
	“Specified Indebtedness” will have the meaning specified in Section 14 of the Agreement. For the purpose of Section 5(a)(vi)(1), any reference to Specified Indebtedness becoming, or being declared, due and payable, shall in the case of Specified Indebtedness which is a Hedging Transaction, be deemed to be a reference to Specified Indebtedness being terminated by the other party to such Hedging Transaction. For purposes of determining whether the aggregate amount of a Specified Indebtedness exceeds the applicable Threshold Amount with respect to a Hedging Transaction for which a default, event of default or other similar condition or event (however described) has occurred, the amount owing by the defaulting party (“X”) in respect of such Hedging Transaction shall be its mark-to-market value, reasonably determined by the other party to this Agreement as of the date on which such determination is being made, provided that the

2

	amount owing by X in respect of such Hedging Transaction shall equal the Netted Close-out Amount (as defined below) if such Hedging Transaction is governed by a master agreement.
	“Hedging Transaction” means any Specified Transaction except that, for this purpose only and with respect to Counterparty only, the words “and any other entity” shall be substituted for the words “and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party)” where they appear in the definition of Specified Transaction.
	“Netted Close-out Amount” means any amount payable or capable at such time of being declared due and payable by X in respect of an Early Termination Date under any ISDA Master Agreement or any other similar final netted amount payable by X under any applicable master agreement.
	“Threshold Amount” means in relation to Aron, U.S. $50,000,000 (or its equivalent in another currency) and in relation to Counterparty, U.S. $5,000,000 (or its equivalent in another currency).
(d)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Aron and will apply to Counterparty provided, however, that “Credit Event Upon Merger” shall not have its meaning as defined in Section 5(b)(iv), but shall mean, that (i) such Party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity (“Y”) or Y merges into X, any Credit Support Provider of X or any applicable Specified Entity of X, (ii) such action does not constitute an event described in Section 5(a)(viii), and (iii) (A) Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies Inc. or any successor organization (“S&P”) or Moody’s Investors Service, Inc. or any successor organization (“Moody’s”) rates the creditworthiness of the resulting, surviving or transferee entity immediately after such action below investment grade (investment grade being at least BBB- for S&P and Baa3 for Moody’s), or (B) neither S&P nor Moody’s rates the creditworthiness of the resulting, surviving or transferee entity immediately after such action. For the purpose of the forgoing Termination Event, the Affected Party will be either Party X or Party Y, as the case may be.
(e)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Aron and will not apply to Counterparty.
(f)	Payments on Early Termination. For the purpose of Section 6(e):

(i)	Close-Out Amount will apply.
(ii)	The Second Method will apply.

(g)	“Termination Currency” means United States Dollars.
(h)	The parties agree to amend the following subsections of Section 5(a) as follows:

(i)	clause (i): in the third line of this clause, delete the word “third” and insert the word “first;”
(ii)	clause (ii): in the fifth line of this clause, delete the word “thirtieth” and insert the word “fifth;” and

3

(iii)	clause (vii)(4): delete, following the word “liquidation” in line 9, the clause beginning with “and, in the case of” and ending with the word “thereof” in line 13; and in Clause (vii)(7): delete, following the word “assets” in line 19, the clause beginning with “and such secured party” and ending with the word “thereafter” in line 21, to eliminate the 30-day grace period.
(iv)	The parties also agree to add a new clause (ix) as follows:

(ix) Adequate Assurance. A party (“X”) fails to provide adequate assurance of its ability to perform all of its outstanding obligations hereunder to the other party (“Y”) on or before 48 hours after a request for such assurance is made by Y when Y has reasonable grounds for insecurity

(i) Additional Events of Default with respect to Counterparty. Section 5(a) is hereby amended by including the following as clauses (x), (xi), (xii), (xiii), (xiv) and (xv) and the occurrence of one or more of the events or circumstances set forth in such clause (x), (xi), (xii), (xiii), (xiv) or (xv) shall constitute additional Events of Default to which Counterparty shall be the sole Defaulting Party:

“(x) Each of the Events of Default (as such term is defined in the PP&E Credit Agreement) (together with the relevant provisions of any other Section or Sections to which such Events of Default refer, including definitions) of the PP&E Credit Agreement is hereby incorporated herein by this reference and made a part of this Agreement to the same extent as if the PP&E Credit Agreement were set forth in full herein, provided that any reference in such Events of Default to the “Lenders”, “Required Lenders” or the “Administrative Agent” shall be deemed to be a reference to Aron. The occurrence at any time of any such Event of Default under the PP&E Credit Agreement will constitute an Event of Default with respect to Counterparty for the purposes of Section 5(a) of the Agreement. Except with respect to (i) an Event of Default under Section 9.01(b) of the PP&E Credit Agreement due to failure of a Loan Party (as defined in the PP&E Credit Agreement) to perform or observe any term, covenant or agreement contained in Sections 8.01 (Liens) and 8.05 (Dispositions) of the PP&E Credit Agreement and (ii) an Event of Default under Section 9.01(c) of the PP&E Credit Agreement due to failure of a Loan Party to perform or observe Section 7.07 (Maintenance of Insurance) of the PP&E Credit Agreement, if the Required Lenders, or the Lenders, as appropriate, amend, waive, suspend, supplement or modify any such Event of Default, such Event of Default shall be deemed amended, waived, suspended, supplemented or modified hereunder without need for any act by Aron. If the Required Lenders, or the Lenders, as appropriate, amend, waive, suspend or modify any covenant contained in the PP&E Credit Agreement (other than Section 7.07 (Maintenance of Insurance), Section 8.01 (Liens) and Section 8.05 (Dispositions) of the PP&E Credit Agreement), then such covenant shall be deemed so amended, waived, suspended, supplemented or modified hereunder without need for any act by Aron. For the avoidance of doubt, if the Required Lenders, or the Lenders, as appropriate, amend, waive, suspend, supplement or modify Section 7.07 (Maintenance of Insurance), Section 8.01 (Liens) or Section 8.05 (Dispositions) of the PP&E Credit Agreement, such covenant will be deemed to be incorporated herein as it existed immediately prior to such amendment, waiver, suspension,

4

	supplement or modification. If for any reason such PP&E Credit Agreement should for any reason terminate, such Events of Default will be incorporated herein as they existed immediately prior to such event;
(xi)	Failure by Counterparty to deliver the Mandatory Additional Collateral as and when required under Part 7(j)(a);
(xii)	Counterparty’s breach of the Volume Limitations and such breach is not remedied (whether by unwinding or liquidating one or more Covered Transactions or otherwise) within two (2) Local Business Days;
(xiii)	Failure by Counterparty to comply with any of the other covenants or agreements set forth in Part 7; and
(xiv)	The occurrence of an Involuntary Disposition Prepayment Event in excess of US$50,000,000,000.

(j) Additional Termination Event will apply. It will constitute an Additional Termination Event hereunder upon the occurrence of any of the following events:

(i)	Concurrent with the Effective Date, the failure of the Counterparty to provide the Aron Letter of Credit;
(ii)	The occurrence of a Letter of Credit Default;
(iii)	Any of the following occurs with respect to Counterparty’s obligations to Aron under this Agreement:

(A)	such obligations cease to be secured by a first priority lien on the PP&E Collateral and a second priority lien on the ABL Collateral pursuant to the Collateral Documents and the Intercreditor Agreement;
(B)	such obligations cease to be equally and ratably secured and rank at least pari passu with Counterparty’s obligations to the holders of the Secured Obligations holding a first priority security interest in the PP&E Collateral;
(C)	such obligations cease to be guaranteed pursuant to the Guaranty at any time for any reason.

(iv) The PP&E Credit Agreement is refinanced or replaced by another credit facility or amended and/or amended and restated to increase the funded Indebtedness (from such amount as of the Effective Date) or Commitments or to add borrowing tranches (whether pursuant to Section 11.01(b)(ii) of the PP&E Credit Agreement or otherwise); provided, however, that such event shall not constitute an Additional Termination Event in the following circumstances: (i) if the terms of such replacement credit facility amendment or amendment and restatement regarding hedge security and collateral are identical to or, with respect to Aron, better than the terms, including without limitation the then outstanding loan balances and amounts of other obligations, of such replaced credit facility (as determined by Aron in its reasonable discretion) or (ii) if the terms of such

5

replacement credit facility amendment or amendment and restatement regarding hedge security and collateral are, with respect to Aron, worse than the terms of such replaced credit facility (as determined by Aron), so long as such terms are acceptable to Aron in its sole discretion.

          For the purpose of each of the foregoing Termination Events, Counterparty shall be the sole Affected Party.

(k) Early Termination. Notwithstanding anything to the contrary in Section 6(a) or Section 6(b), the parties agree that, except with respect to Transactions (if any) that are subject to Automatic Early Termination under Section 6(a), the Non-defaulting Party or the party that is not the Affected Party (in a case where a Termination Event under Section 5(b)(iv), or an Additional Termination Event for which there is a single Affected Party, has occurred) is not required to terminate the Transactions on a single day, but rather may terminate the Transactions over a commercially reasonable period of time (not to exceed ten days) (the “Early Termination Period”). The last day of the Early Termination Period shall be the Early Termination Date for purposes of Section 6; provided, however, that interest shall accrue on the Transactions terminated during the Early Termination Period prior to the Early Termination Date at the Non-default Rate.

Part 2. Tax Representations

(a)	Payer Tax Representations. For the purposes of Section 3(e), Aron and Counterparty make the following representation:
	It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.
(b)	Payee Tax Representations. For the purposes of Section 3(f), Counterparty makes the following representations:

(i)	It is not acting as an agent or intermediary for any foreign person with respect to the payments received or to be received by it in connection with this Agreement.
(ii)	It is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

6

Part 3. Agreement to Deliver Documents

(a) For the purpose of Section 4(a), Tax forms, documents, or certificates to be delivered are:

Tax forms, documents, or certificates to be delivered are:

Party required to
deliver document	Forms/Documents/Certificates	Date by which to be delivered
Aron and Counterparty	United States Internal Revenue Service Form W-9, or any successor form.	(i) On a date which is before the first Scheduled Payment Date under this Agreement, (ii) promptly upon reasonable demand by the other party, and (iii) promptly upon learning that any such form previously provided by the other party has become obsolete, incorrect, or ineffective.

(b) Other documents to be delivered are:

			Covered by
Party required		Date by which to be	Section 3(d)
to deliver	Form/Document/Certificate	delivered	Representation
Aron and Counterparty	Evidence of authority of signatories	Upon or promptly following execution of this Agreement	Yes
Counterparty	Any Credit Support Document specified in Part 4(f) herein	Upon execution of this Agreement and from time to time thereafter as required under Part 7 below	No
Aron	Any Credit Support Document specified in Part 4(f) herein	Promptly after execution of this Agreement	No
Counterparty	A copy of the resolution of each Credit Support Provider’s board of directors (or other managers of such entity) approving the entering into of the applicable Credit Support Document and a copy of each Credit Support Provider’s constituent documents, each certified by an appropriately authorized officer of the Credit Support Provider to the	Upon execution of this Agreement and with respect to Counterparty only, from time to time thereafter as required under Part 7 below	Yes

7

			Covered by
Party required		Date by which to be	Section 3(d)
to deliver	Form/Document/Certificate	delivered	Representation
	effect that such documents are up to date and in full force and effect and that Aron or Counterparty, as applicable may continue to rely thereon.
Aron and Counterparty	Most recent annual audited and quarterly financial statements of the party or, with respect to Aron, its Credit Support Provider	Promptly following reasonable demand by the other party	Yes
Counterparty	Such documents, reports and certificates as the Counterparty shall be required to provide to the Administrative Agent under the PP&E Credit Agreement and the Agent under the ABL Credit Agreement	At such times such documents, reports or certificates, as the case may be, are required to be delivered by the Counterparty under the PP&E Credit Agreement and the ABL Credit Agreement	Yes
Counterparty	Each other document required under Part 7 below	From time to time as required under Part 7 below	Yes, unless otherwise expressly stated in Part 7 below
Counterparty	Certified resolutions of its board of directors or other governing body	Upon execution of this Agreement	Yes

Aron and Counterparty agree that at such time as (i) Aron is granted access to the Intralinks workspace on which the lenders under the PP&E Credit Agreement obtain documents and other notices, and (ii) the form, document or certificate required above is added to such Intralinks workspace, then such form, document or certificate shall be deemed delivered to Aron.

Part 4. Miscellaneous

(a) Addresses for Notices. For the purpose of Section 12(a):

(i) Address for notices or communications to Aron:

Address:	J. Aron & Company
	85 Broad Street
	New York, New York 10004

8

Attention:	Energy Operations
Telephone:	(212) 357-0326
Facsimile:	(212) 493-9849

(ii) Address for notices or communications to Counterparty:

Address: 2780 Waterfront Pkwy. E. Dr., Suite 200

       Indianapolis, IN 46214

Attention: R. Patrick Murray, II

Telephone: 317-328-5660

Facsimile: 317-328-5676

(b)	Process Agent. For the purpose of Section 13(c):
	Aron appoints as its Process Agent, not applicable.
	Counterparty appoints as its Process Agent: in the Borough of Manhattan, City, County and State of New York:

C. T. Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011

(c)	Offices. The provisions of Section 10(a) will apply to this Agreement.
(d)	Multibranch Party. For the purpose of Section 10(c):
	Aron is not a Multibranch Party.
	Counterparty is not a Multibranch Party.
(e)	Calculation Agent. The Calculation Agent is Aron.
(f)	Credit Support Document. Any guaranty or other form of credit support provided on behalf of Counterparty at any time shall constitute a Credit Support Document with respect to the obligations of Counterparty. Details of any other Credit Support Document, each of which is incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation:

(i)	Guaranty by The Goldman Sachs Group, Inc. (“Goldman Group”), dated as of March 17, 2006 in favor of Counterparty as beneficiary thereof shall constitute a Credit Support Document with respect to the obligations of Aron.
(ii)	The Collateral Documents and the Security Documents shall constitute Credit Support Documents with respect to the obligations of Counterparty.

9

(iii)	The Intercreditor Agreement shall constitute a Credit Support Document with respect to the obligations of Counterparty.
(iv)	The Aron Letter of Credit shall constitute a Credit Support Document with respect to the obligations of Counterparty.

(g)	Credit Support Provider.
	Credit Support Provider means in relation to Aron, Goldman Group.
	Credit Support Provider means in relation to Counterparty, the Guarantors and any party that at any time provides a guaranty or other form of credit support on behalf of Counterparty.
(h)	Governing Law. Section 13(a) is hereby replaced with the following:

(a) Governing Law. This Agreement and each Transaction entered into hereunder will be governed by, and construed and enforced in accordance with, the law of the State of New York without reference to its choice of law doctrine.

(i) Jurisdiction. Section 13(b) is hereby amended by:

(i)	deleting in the second line of subparagraph (i) thereof the word “non-”; and
(ii)	deleting the final paragraph thereof.

(j) Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply to Transactions. Notwithstanding anything to the contrary in Section 2(c), unless otherwise expressly agreed by the parties, the netting provided for in Section 2(c) will not apply separately to any pairings of branches or Offices through which the parties make and receive payments or deliveries.

Part 5. Other Provisions

(a)

Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period, the phrase “or, in the case of audited or unaudited financial statements, a fair presentation of the financial condition of the relevant person.”

(b)

Scope of Agreement. Any transaction outstanding between the parties at the date this Agreement comes into force or entered into by the parties at or after the date this Agreement comes into force that is: (1) an FX Transaction or a Currency Option Transaction as defined in the 1998 FX and Currency Option Definitions (the “FX Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), the Emerging Markets Traders Association, and the Foreign Exchange Committee, unless otherwise specified in the relevant confirmation, and (2) a transaction between the parties of the type set forth in the definition of “Specified Transaction” herein unless otherwise specified in the relevant confirmation relating to such Specified Transaction or unless otherwise agreed by the parties, will constitute a “Transaction” for the purposes of this Agreement. Transactions of the type set forth in (1) above will be deemed to incorporate the FX Definitions.

10

(c) Additional Representations. The parties agree to amend Section 3 by adding new Sections 3(g), (h), (i), and (j) as follows:

(g)	Eligible Contract Participant. It is an “eligible contract participant” as defined in the U.S. Commodity Exchange Act.
(h)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.
(i)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
(j)	Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(d) Transfer. The following amendments are hereby made to Section 7:

(i)	In the third line, insert the words “which consent will not be arbitrarily withheld or delayed,” immediately before the word “except”; and
(ii)	in clause (a), insert the words “or reorganization, incorporation, reincorporation, or reconstitution into or as,” immediately before the word “another.”

(e)	Consent to Recording. Each party consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties, with or without the use of a warning tone, and their Affiliates in connection with this Agreement or any potential Transaction.
(f)	Definitions. The following amendments are hereby made to Section 14:

(i)

For purposes of (a) the Exposure Fee and (b) amounts owed to Aron by Counterparty under Section 6 of the Agreement and Part 7(f) of the Agreement, as applicable, upon an Early Termination Date as a result of the occurrence of (i) an event listed in Part 1(i) (Additional Events of Default with respect to Counterparty), (ii) an event listed in Part 1(j) (Additional Termination Events) or (iii) any other Event of Default for which Counterparty is the sole Defaulting Party (each of (i), (ii) and (iii), subject to any applicable cure periods, referred to herein as a “Trigger Event”), the definition of “Default Rate” in Section 14 is hereby amended by deleting it in its entirety and replacing it with the following:

“Default Rate” means (i) from the date of the Trigger Event until the date which is one (1) month after such Trigger Event, the Initial Default Rate and (ii) from the date beginning one (1) month after such Trigger Event until payment of any amount

11

	calculated to be due by Counterparty to Aron under Section 6 of the Agreement upon an Early Termination Date as resulting from a Trigger Event, the Modified Default Rate; provided, that each of the Initial Default Rate and the Modified Default Rate shall be subject to the Default Rate Cap, and provided further, that the Default Rate shall be no longer apply immediately upon the date that a Trigger Event is no longer in effect or is otherwise cured, until such time as a Trigger Event occurs subsequently.
	For purposes of the foregoing, the following terms shall have the following meanings,
	“Default Rate Cap” means twenty-five percent (25%) of any amount calculated to be due by Counterparty to Aron under Section 6 of the Agreement as a result of a Trigger Event.
	“Initial Default Rate” means a monthly rate equal to LIBOR plus 8%.
	“LIBOR” means the rate (expressed as a percentage per annum) for overnight deposits in Dollars that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the relevant date. If Telerate Page 3750 does not include such a rate or is unavailable on the relevant date, then Aron shall advise Counterparty of the London Interbank Offered Rate for overnight deposits on the relevant date
	“Modified Default Rate” means a rate equal to the Initial Default Rate, escalated monthly by 2%.
(ii)	The definition of “Termination Currency Equivalent” in Section 14 is hereby amended by deleting in its entirety the text after the first three lines thereof and replacing it with the following:
	“by the party making the relevant determination in any commercially reasonable manner as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant amount determined in accordance with Section 6(e) is determined as of a later date, that later date, for value on the date the payment or settlement payment is due.”
(iii)	“Close-out Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.
	Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would

12

not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.

Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.

In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:-

(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:-

13

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

(g)	Set-off. The parties agree to amend Section 6 by adding a new Section 6(f) as follows:
	“(f) Upon the occurrence of an Event of Default or Termination Event under Section 5(b)(iv) with respect to a party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any matured payment obligation of X owed to Y (or any Affiliate of Y) (whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(f). X will give notice to the other party of any setoff effected under this Section 6(f).
	Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.
	If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.
	Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”
(h)	Definitions. This Agreement, each Confirmation and each Transaction is subject to the 2005 ISDA Commodity Derivatives Definitions, as published by ISDA (together, the “Definitions”), and will be governed in all respects by the Definitions (except that references to “Swap Transactions” in the Definitions will be deemed to be references to “Transactions”). The Definitions are incorporated by reference in, and made part of, this Agreement and each Confirmation as if set forth in full in this Agreement and such Confirmations. In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. Subject to Section 1(b), in the event of any inconsistency between the provisions of any Confirmation, this Agreement, and the Definitions, such Confirmation will prevail for the purpose of the relevant Transaction.
(i)	Waiver of Trial by Jury. Each party hereby irrevocably waives any and all right to trial by jury in any Proceeding.

14

(j) Confirmations. Counterparty shall be deemed to have agreed to the terms contained in any Confirmation (as amended and revised) sent by Aron to Counterparty unless Counterparty objects to such terms within three (3) Business Days of receipt.

Part 6. Disruption Fallbacks

(a) The following “Disruption Fallbacks” specified in Section 7.5(c) of the Definitions shall apply, in the following order, except as otherwise specified in the relevant Confirmation:

(i)	“Fallback Reference Dealers”;
(ii)	“Postponement”, with two (2) Commodity Business Days as the Maximum Days of Disruption;
(iii)	“Fallback Reference Price”;
(iv)	“Negotiated Fallback”; and
(v)	“Calculation Agent Determination”.

(b)	Section 7.5(e) of the Commodity Definitions is hereby deleted in its entirety.
(c)	Section 6.2(b) of the Commodity Definitions is hereby amended by deleting the words “, as determined on the Trade Date of the Transaction as of the time of execution of the Transaction”.

Part 7. Covered Transaction Provisions

(a)	Preliminary Statements. Counterparty wishes to enter into certain Crack Spread Hedge Agreements with Aron from time to time, and Aron has agreed to provide pricing to Counterparty for such transactions, all on and subject to the terms and conditions set forth herein. To induce Aron to enter into this Agreement, Counterparty has agreed to provide credit support to Aron in the form of mortgages, guaranties and other security documents as set forth in this Agreement. Accordingly, Aron and Counterparty hereby agree to the following terms and conditions.
(b)	Certain Definitions. Certain terms used in this Agreement have the meanings assigned to them in clause (n) below.
(c)	Scope of Master Agreement. This Agreement shall apply to all Covered Transactions and shall not apply to any other Transactions entered into between Aron and Counterparty.
(d)	Certain Conditions for Entering into Covered Transactions. The parties acknowledge and agree that subject to the Maximum Total Capacity, Aron and Counterparty may enter into Covered Transactions with each other at any time and from time to time during the Trading Period (if each of Aron and Counterparty mutually agree in their sole discretion to do so), provided that each of the following conditions are satisfied (or if not satisfied, waived by Aron in its sole discretion) both prior to and after giving effect to such Transaction:

15

(1)	the Covered Transactions Mark-to-Market Amount does not exceed the sum of (i) the Required LC Amount and (ii) the Optional Additional Collateral by more than U.S. $50,000,000; provided, that the foregoing condition shall apply only with respect to Transactions that have or fix a price for a term including the period between January 2011 and the Scheduled Maturity Date, or any portion thereof’
(2)	the Consolidated Leverage Ratio is equal to or less than 4.00 to 1.00 (or 3.75 to 1.0 after June 30, 2009);
(3)	the Volume Limitations are not exceeded;
(4)	no Transaction has, or fixes a price for, a term including any month later than sixty (60) calendar months from the first day of the month immediately following the month such Transaction is entered into;
(5)	with respect to Transactions accepted by Aron from third-party dealers pursuant to the terms of any tri-party arrangement between Aron, Counterparty and another counterparty, the following conditions shall apply: (i) the volume of such Transactions accepted by Aron does not exceed (A) 15,000 U.S. Barrels per day of Crack Spread Hedges for the current calendar month and the twenty-three (23) calendar months immediately following the month such Transaction is entered into and (B) 10,000 U.S. Barrels per day of Crack Spread Hedges thereafter; (ii) the limitations and other requirements set forth in such tri-party arrangement (including relevant timeframes for accepting Transactions) shall have been satisfied or waived by Aron in its sole discretion and (iii) for Transactions relating to the period referenced in (i)(B) of this clause (5), if at any time Counterparty determines to enter into a Crack Spread Hedge Agreement with a third party other than Aron, Counterparty shall have (1) notified Simon Collier or Aimee Carroll, or their respective designees provided to Counterparty in writing, of such determination by telephone at (212) 902-0776 or in person prior to entering into such Crack Spread Hedge Agreement with such third party and (2) provided Aron with a reasonable timeframe after such notification for providing pricing with respect to such Crack Spread Hedge Agreement (such timeframe not to exceed fifteen (15) minutes from the time of notification by Counterparty to Aron); provided, that such notification shall be deemed effective only to the extent made by Counterparty to Aron on a Local Business Day between the hours of 10:00 A.M. and 2:30 P.M. Eastern Prevailing Time; provided, further, that subject to the timeframe set forth therein, with respect to clause (2), Aron shall make reasonable efforts to provide pricing as expeditiously as possible after notification by Counterparty to Aron. In the event that Aron provides the pricing equivalent to such third party for such Crack Spread Hedge Agreement, Counterparty shall enter into the Crack Spread Hedge Agreement with Aron.
	For the avoidance of doubt, failure to satisfy the conditions set forth in this clause (5) shall not otherwise prevent Aron and Counterparty from entering into Covered Transactions pursuant to this Agreement;
(6)	each representation of Counterparty set forth herein is true and correct on such date as if made on and as of such date; and
(7)	no Event of Default or Potential Event of Default has occurred and is then continuing.

16

Except with respect to the Initial Transactions, Aron and Counterparty agree not to enter into any Transaction under this Agreement that includes a swap that, evaluated in isolation from any other components of such Transaction (including options, other swaps, floors, collars and the like), is not based on “costless” swap prices prevailing at the time of such Transaction. For the avoidance of doubt, it is understood that Counterparty may from time to time request Aron to enter into one or more Transactions under this Agreement with swap prices above or below the “costless” swap prices prevailing at the time such Transaction is entered into and if such adjustment to such swap prices results from an embedded option (sold or purchased) included in such Transaction then such Transactions (and other similar transactions) are expressly permitted under this Agreement. For the purpose of determining whether a Transaction is based on “costless” swap prices, Aron will exclude any adjustment to the strike price of such Transaction arising from the application of the Facility Fee.

(e)

Voluntary Termination. Upon not less than sixty (60) days’ prior written notice to Aron, Counterparty may terminate the Trading Period (and, accordingly, terminate the ability of the parties to enter into further Covered Transactions hereunder and the obligations of Aron under clause (d) above) without any penalty or other damage payment to Aron other than as set forth in this Part 7(e) (such termination, the “Voluntary Trading Period Termination”, and the effective date of such termination, the “Voluntary Trading Period Termination Date”), provided that:

(1)

Counterparty shall assign and novate its rights and obligations arising under the Covered Transactions hereunder in whole or in part to one or more counterparties acceptable to J. Aron with prior written notice to J. Aron; provided, that in connection with such assignment and novation, in no event shall J. Aron be responsible for the payment of any amounts to Counterparty or the party to whom the assignment and novation is made in consideration of or in relation to the assignment and novation specifically, or

(2)

Counterparty shall enter into an agreement with J. Aron to terminate and settle, in whole or in part, this Agreement and the Covered Transactions hereunder.

(f) Secured Trading Line Fees. Counterparty hereby agrees to pay to Aron the following fees:

(1)

Facility Fees. Except with respect to the Initial Transactions, Counterparty shall pay Aron a fee (the “Facility Fee”) equal to U.S. $0.10 per Barrel for each Covered Transaction which is accepted by Aron pursuant to the terms of any tri-party agreement entered into between Aron, Counterparty and another counterparty; provided, that (i) in the case of the Initial Transactions, the Facility Fee shall be equal to U.S. $0.05 per Barrel and (ii) in the case of Covered Transactions which are swap transactions, Counterparty may elect to pay Aron such Facility Fee over the term of such Transaction by entering into an amendment with Aron to such Transaction to amend the strike price by an amount equal to U.S. $0.10 in favor of Aron, such amendment to be acceptable to Aron in its sole discretion.

“Initial Transactions” means the transactions set forth on Exhibit 1 which may be accepted by Aron subject to (i) the terms of tri-party agreements to be entered into between Aron, Counterparty and such other counterparties identified on Exhibit 1, such agreements to be mutually agreed among Aron, Counterparty and such third party and (ii) confirmations between (a) Counterparty and such other counterparties identified on

17

	Exhibit 1, (b) Aron and Counterparty and (c) Aron and such other counterparties identified on Exhibit 1, each of which are acceptable to Aron; provided that such transactions shall constitute Initial Transactions only to the extent such transactions are assigned to Aron within sixty (60) days of the March 17, 2006.
(2)	Exposure Fees. On the first Local Business Day of each month following the Exposure Fee Accrual Period, Counterparty shall pay to Aron an exposure fee (the “Exposure Fees”) in an amount equal to:

(x)	the Daily Average Covered Transactions Mark-to-Market Amount for such Exposure Fee Accrual Period; multiplied by
(y)	the Default Rate.

	As used herein:
	“Daily Average Covered Transactions Mark-to-Market Amount” means, for any Exposure Fee Accrual Period, the average, for each Local Business Day during such Exposure Fee Accrual Period, of the greater of (1) the Covered Transactions Mark-to-Market Amount for such Local Business Day and (2) zero.
	“Exposure Fee Accrual Period” means each period, beginning on the date of a Trigger Event and ending on the date on which Counterparty indefeasibly pays in full all amounts owing to Aron pursuant to Section 6 of the Agreement.
(3)	Fees Non-Refundable. All Exposure Fees, once paid, are non-refundable.

(g) Volume Limitations. Counterparty hereby agrees that it shall not enter into, or have outstanding, any Crack Spread Hedge Agreements other than Crack Spread Hedge Agreements entered into with the purpose and effect of hedging price risk on fuels expected to be produced and sold by the Counterparty, provided that at all times:

(1)	the Net Contract Volume for each single day (determined, in the case of Crack Spread Hedge Agreements that are not settled on a daily basis, by a daily proration acceptable to Aron) is greater than zero and less than the Maximum Total Capacity; and
(2)	the Net Volume for each single future month (determined, in the case of Crack Spread Hedge Agreements that are not settled on a monthly basis, by a monthly proration acceptable to Aron) is greater than zero and less than or equal to 80% of Counterparty’s estimated fuels production for such month.

     The restrictions set forth in this clause (g) are referred to herein as the “Volume Limitations”.

(h) Volume Reports. Counterparty hereby agrees to deliver to Aron, promptly following (but in any event no later than 60 days after) June 30 in each year (commencing with June 30, 2006, a report as of such June 30 certified by an appropriately authorized officer of Counterparty, each such report, a “Volume Report”) setting forth in reasonable detail the volumes of fuel covered by each Crack Spread Hedge Agreement to which Counterparty is a party, broken out monthly and separately identifying Net Volumes and Net Contract Volumes for Counterparty for such month, volumes for Long Price Hedges and Short Price Hedges for such month (each broken out for Crack Spread Hedge Agreements under this Agreement and Crack Spread Hedge Agreements not

18

under this Agreement) and volumes of estimated fuels for such month, all in form, scope and detail satisfactory to Aron and setting forth such supporting detail as Aron may request. Each Volume Report shall be addressed to Aron and shall be accompanied by a certificate of a Financial Officer of Counterparty to the effect that such Volume Report is a true and correct copy thereof. In addition, Counterparty shall from time to time deliver to Aron all other information, reports and data which Aron has requested in connection with the Volume Reports.

(i)

Certain Conditions Precedent. No Covered Transaction, or any extension or renewal thereof, may be entered into, and the obligations of Aron under clause (d) of this Part 7 shall not become effective, until the date on which Aron shall have received, reviewed or completed each of the following, each satisfactory to it in form and substance:

(1) Executed Counterparts. From Counterparty,

(a)	an executed counterpart of this Agreement (including the Schedule to this Agreement) signed on behalf of Counterparty, and
(b)	executed copies of the PP&E Credit Agreement, the ABL Credit Agreement, the Security Agreement (as defined in the PP&E Credit Agreement), the other Loan Documents and all other documents relating to the PP&E Credit Agreement, the ABL Credit Agreement and any other financing arrangements, in form and substance satisfactory to Aron and certified as true, correct and complete copies by a Financial Officer of Counterparty,
(c)	executed and notarized copies of all Mortgage Instruments, Mortgage Policies and other documents required to be delivered to the Administrative Agent under Section 5.01(d) of the PP&E Credit Agreement and the Agent under Section 6.1(d) of the ABL Credit Agreement,
(d)	(i) copies of insurance policies or certificates of insurance evidencing liability, casualty insurance and business interruption insurance meeting the requirements set forth in Section 5.01(e) of the PP&E Credit Agreement, which shall be satisfactory to Aron, including, but not limited to, naming Aron as additional insured and loss payee, and (ii) a certificate, dated the Effective Date, of a Financial Officer of Counterparty setting forth the insurance obtained by it in accordance with the requirements of this Part 7 and stating that such insurance is in full force and effect and that all premiums then due and payable thereon have been paid, and
(e)	executed copies of each Material Agreements. For purposes of the foregoing, “Material Agreements” means any agreement or arrangement to which Counterparty or any Domestic Entity is a party (i) that is deemed to be a material contract under any securities law applicable to Counterparty or any Domestic Entity, including the Securities Act of 1933, as amended.

(2)	Part 3 Documents. Each document referred to in Part 3 that is required to be delivered upon execution of this Agreement.
(3)	Opinion of Counsel to Counterparty. A reliance letter (addressed to Aron and dated the Effective Date) of Fulbright & Jaworski L.L.P., counsel for Counterparty and the Credit Support Providers, in form and substance satisfactory to Aron, with respect to (i) the

19

	opinion letter, dated as of January 3, 2008 and delivered by Fulbright & Jaworski L.L.P. to Bank of America, N.A., as Agent for each of the lenders party to the PP&E Credit Agreement and (ii) the opinion letter, dated as of January 3, 2008 and delivered by Fulbright & Jaworski L.L.P. to Bank of America, N.A., as Agent for each of the lenders party to the ABL Credit Agreement.
(4)	Corporate and Partnership Documents. Such documents and certificates as Aron may reasonably request relating to the organization, existence and good standing of Counterparty, each Credit Support Provider and of Counterparty’s general partner, the authorization of the transactions contemplated hereby and any other legal matters relating to Counterparty and the Credit Support Providers and Counterparty’s general partner, this Agreement, the other Secured Trading Line Documents or the transactions contemplated hereby and thereby as Aron may reasonably request, all in form and substance satisfactory to Aron.
(5)	Officer’s Certificate. A certificate, dated the Effective Date and signed by a Financial Officer of each Counterparty, acting for and on behalf of each Counterparty, confirming that each representation of Counterparty set forth herein and in Section 3 of the Agreement, incorporated by reference herein in each case with respect to each of the documents referred to in Part 3, is true and correct on such date as if made on and as of such date and that no Event of Default or Potential Event of Default has occurred and is then continuing.
(6)	UCC, Tax Lien and Judgment Searches. Reports, dated as of a date substantially contemporaneous with the PP&E Credit Agreement and reasonably satisfactory to Aron listing the results of Uniform Commercial Code filing, tax lien, and judgment searches prepared by one or more firms satisfactory to Aron with respect to each Counterparty in each jurisdiction in which it maintains its principal place of business or in which any of the PP Collateral is located.
(7)	Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Credit Support Documents or under law or reasonably requested by Aron to be filed, registered or recorded in order to create in favor of Aron a perfected Lien on the collateral described therein, and each such document shall be in proper form for filing, registration or recordation. In addition, Counterparty shall have taken such other action as Aron shall have requested in order to perfect the security interests created under the Collateral Documents and the Security Documents.
(8)	Operational and Environmental Reports. Aron shall have received the following reports, each in form and substance satisfactory to the Aron: (i) an operational report prepared in connection with the PP&E Credit Agreement by Purvin & Gertz with respect to the Refinery Properties and (ii) and environmental report prepared in connection with the PP&E Credit Agreement by Arcadis covering the Refinery Properties and such other Real Properties as requested by Aron.
(9)	Solvency. A Solvency Certificate of Counterparty and each other initial Credit Support Provider dated as of the Effective Date.
(10)	Fees. Such other fees and expenses as Counterparty shall have agreed in writing to pay to Aron in connection herewith.

20

(11) Other Documents. Such other documents as Aron may reasonably request.

(j) Additional Collateral.

(a)

Mandatory Additional Collateral. If on any date the Consolidated Leverage Ratio is greater than or equal to 4:00 to 1.0 (or 3.75 to 1.0 after June 30, 2009), then, upon request from Aron, Counterparty shall, at its own cost and expense, promptly (and in any event within one Local Business Day after the date of such request) deliver to Aron Eligible Collateral having an aggregate Value equal to the excess, if any, of the Covered Transactions Mark-to-Market Amount over the sum of the following: (i) the Required LC Amount; (ii) the Optional Additional Collateral, if any; and (iii) U.S.$25,000,000 (such collateral, the “Mandatory Additional Collateral”).

(b)

Optional Additional Collateral. If on any date, the Covered Transactions Mark-to-Market Amount exceeds U.S. $100,000,000, Counterparty may elect to deliver to Aron Eligible Collateral in order to facilitate additional Covered Transactions under this Agreement (such collateral, the “Optional Additional Collateral”), subject to Counterparty and Aron entering into a Credit Support Annex, the terms of which shall be satisfactory to Aron in its sole discretion.

(k) Additional Covenants.

(a) Counterparty covenants and agrees, for the benefit of Aron, to:

(1)	deliver to Aron all of the statements, certificates, notices and other information delivered to any Lender or Required Lender or the Administrative Agent under Sections 7.01, 7.02 and 7.03 of the PP&E Credit Agreement; provided, that concurrent with the deliverables required pursuant to Section 7.02(b), Counterparty shall deliver to Aron a certificate of a Financial Officer of Counterparty stating the current outstanding amount of funded Indebtedness under the PP&E Credit Agreement as of such date;
(2)	except as set forth in clause (k)(1), perform, comply with and be bound by each of its covenants, agreements and obligations contained in Articles 7 and 8 of the PP&E Credit Agreement (other than (i) Sections 7.11, 7.12, 8.10 and 8.16 and (ii) those subsections referred to in clause (1) above);
(3)	notify Aron of each proposed amendment, modification and supplement to, and waiver of any provision under, the PP&E Credit Agreement, the ABL Credit Agreement and the other Loan Documents; and
(4)	provide Aron with annual updates relating to each Material Contract, including, but not limited to amendments, waivers, modifications or additional Material Contracts.

(b) Counterparty covenants and agrees, for the benefit of Aron, that it shall not, without the consent of Aron, (A) amend, change, waive, discharge or terminate either Section 9.03 of the PP&E Credit Agreement or Section 9 of the Security Agreement so as to alter the manner of application of any payment of proceeds of Collateral so as to provide for

21

distributions in respect of the obligations under the Crack Spread Hedge Agreement to any such Approved Counterparty on a basis less favorable than ratably with the principal obligations under the Term Loans, (B) change the definition of “Approved Counterparties” set forth in Section 1.01 of the PP&E Credit Agreement in a manner adverse to any such Approved Counterparty, (C) change the definition of “Secured Obligations” set forth in the Security Agreement so as to exclude any obligations of the applicable Consolidated Party(ies) existing under any Secured Crack Spread Hedge Agreement to which any such Approved Counterparty is a party that would have been included prior to such change or (D) amend, change, waive discharge or terminate Section 11.01(a)(v) of the PP&E Credit Agreement. Notwithstanding anything herein to the contrary, for purposes of this clause (b) of Part 7(k), the terms “Collateral”, “Crack Spread Hedge Agreement”, “Approved Counterparty”, “Term Loans”, “Consolidated Party(ies)”, “Security Agreement”, “Secured Crack Spread Hedge Agreement” shall have the meanings ascribed to such terms in the PP&E Credit Agreement.

Without limiting the generality of the foregoing, the provisions of the PP&E Credit Agreement referred to in clauses (a)(2) and (b)(1) above, together with related definitions and ancillary provisions and schedules and exhibits, are hereby incorporated herein by reference, as if set forth herein in full, mutatis mutandis; provided that, as incorporated herein (unless the context otherwise requires):

(i)	each reference therein to “this Agreement”, “the Loans”, “the Term Loans”, “the Commitments”, “the Obligations”, “the Credit-Linked Letters of Credit” or “the Loans” or any other like term shall be deemed to be a reference to this Agreement and the Transactions hereunder, as the case may be;
(ii)	each reference therein to any “Administrative Agent”, any “Lender” or the “Required Lenders” or the “Secured Parties” or the “PP&E Secured Parties” or any other like term shall be deemed to be a reference to Aron hereunder;
(iii)	each reference therein to the “Loan Documents” or the like shall be deemed to be a reference to the Secured Trading Line Documents; and
(iv)	each reference therein to the “Collateral” or the like shall be deemed to be a reference to the Collateral as defined herein.

(l)

Guarantors. Without limiting the provisions of Section 7.13 of the PP&E Credit Agreement, if any domestic Subsidiary is created or acquired after the Effective Date by Counterparty, Counterparty shall promptly cause such Subsidiary to become a Guarantor under the Guaranty (and, accordingly, a Credit Support Provider of Counterparty hereunder), and to take such actions and execute and deliver to Aron such documents with respect to such Subsidiary that are consistent with the actions taken and documents delivered with respect to Counterparty pursuant to clause (i) of this Part 7.

(m)

Further Assurances. Counterparty shall from time to time execute and deliver, or cause to be executed and delivered by Counterparty, such additional mortgages, deeds of trust, chattel mortgages, security agreements, financing statements, reports, instruments, legal opinions, certificates or documents, all in form and substance satisfactory to Aron, and take all such actions as may be requested hereunder or as Aron may reasonably request, in each case for the purposes of implementing or further effectuating the provisions of this Agreement and the other Secured Trading Line Documents, or of more fully perfecting or renewing the rights of Aron with respect

22

	to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by Counterparty or any Subsidiary Guarantor which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by Aron of any power, right, privilege or remedy pursuant to this Agreement or the other Secured Trading Line Documents that requires any consent, approval, recording qualification or authorization of any governmental authority, the Counterparty shall execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Aron may be required to obtain from the Counterparty or any of the Subsidiary Guarantors for such governmental consent, approval, recording, qualification or authorization.
(n)	Certain Definitions. The definitions 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. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The term “date hereof” refers to the date of this Agreement first above written. Unless the context requires otherwise (1) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth therein or herein), (2) references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof (each, for purposes of this paragraph, a “law”), shall refer to that law as amended from time to time and shall include any successor law, (3) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (4) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (5) all references herein to Sections, Parts, Annexes, Schedules and Exhibits shall be construed to refer to Sections and Parts of, and Annexes, Schedules and Exhibits to, this Agreement.
	As used herein, the following terms have the meanings given to them below:
	“ABL Collateral” means the “Working Capital Collateral” as defined in the Intercreditor Agreement.
	“ABL Credit Agreement” means that certain Credit Agreement, dated as of January 3, 2008, among the Counterparty, Calumet Shreveport, LLC, Calumet Shreveport Lubricants & Waxes, LLC, and Calumet Shreveport Fuels, LLC, as Borrowers, Certain Financial Institutions party thereto, as Lenders and Bank of America, N.A., as Agent and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, after giving immediate effect to any amendments, modifications or supplements thereto, or waiver thereof, after the date the ABL Credit Agreement becomes effective, without necessity for any act by Aron.
	“Aron Letter of Credit” one or more Letters of Credit naming Aron (or an Affiliate thereof designated by Aron) as beneficiary in an initial stated amount of $50,000,000.
	“Cash” means the lawful currency of the United States of America..
	“Calumet Company” means Counterparty and each of its Subsidiaries.

23

           “Collateral” means, collectively, the PP&E Collateral, the ABL Collateral and all other collateral pledged by Counterparty and the Credit Support Providers to Aron under the Secured Trading Line Documents.

           “Collateral Documents” has the meaning set forth in the PP&E Credit Agreement.

           “Consolidated Leverage Ratio” has the meaning set forth in the PP&E Credit Agreement.

           “Covered Transaction” means, individually and in the aggregate, all Transactions which are Specified Crack Spread Transactions entered into between Aron and Counterparty (so long as the conditions set forth in clauses (d) and (i) of Part 7 of this Agreement are satisfied (and with respect to clause (i) of Part 7, both prior to and after giving effect to such Transaction); provided, however, that Aron may, in its sole discretion, elect to include a Transaction which is not a Covered Transaction evidenced by long form Confirmations within the scope of this Agreement under terms, including extraordinary credit terms to be set by Aron, to be agreed by Aron and Counterparty.

           “Covered Transactions Mark-to-Market Amount” means the aggregate mark-to-market position of all Covered Transactions as determined by the Calculation Agent in a commercially reasonable manner at the close of each Local Business Day. If such position is in favor of Aron, the Covered Transactions Mark-to-Market Amount will be stated as a positive number. If such position is in favor of Counterparty (to be construed in the aggregate), the Covered Transactions Mark-to-Market Amount will be stated as a negative number.

           “Crack Spreads” means the spread created by the purchase of crude oil for delivery in the future and the sale of gasoline and/or diesel, jet fuel and heating oil under contract for future delivery.

           “Crack Spread Hedge” means a cash-settled commodity transaction (including an option, swap, floor, cap, collar, forward sale or forward purchase) which is provided for the purpose of managing its risk with respect to the spread created by the purchase by a party of crude oil for delivery in the future and the sale by such party of gasoline and/or diesel, jet fuel and heating oil under contract for future delivery (regardless of whether such transaction is effected by means of a futures contract or an over-the-counter hedging agreement).

           “Crack Spread Hedge Agreement” means any agreement (including each Confirmation) evidencing a Crack Spread Hedge.

           “Credit Support Provider” means, collectively:

(a)	each Counterparty; and
(b)	each Calumet Company (other than Counterparty) that is a mortgagor under a Mortgage Instrument or a Guarantor under the Guaranty.

           “Daily Average Covered Transactions Mark-to-Market Amount” has the meaning set forth in Part 7(f)(3).

           “Effective Date” means January 3, 2008.

24

“Eligible Collateral” means Cash or Letters of Credit.

           “Eligible Financial Institution” means a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s.

“Exposure Fee” has the meaning set forth in Part 7(f)(3) of this Agreement.

“Exposure Fee Accrual Period” has the meaning set forth in Part 7(f)(3) of this Agreement.

“Facility Fee” has the meaning set forth in Part 7(f)(2) of this Agreement.

“Facility Termination Date” means the earlier of:

(a)	the Scheduled Maturity Date; and
(b)	the first day following the Voluntary Trading Period Termination Date (if any) on which no Covered Transaction is outstanding.

          ”Financial Officer” means, as to any Counterparty or any of the Credit Support Providers, the chief financial officer, treasurer or other officer thereof acceptable to Aron.

          “Guarantors” means “Guarantor” as defined in the PP&E Credit Agreement and “Guarantor” as defined in the ABL Credit Agreement.

          “Guaranty” has the meaning set forth in the PP&E Credit Agreement.

          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of January 3, 2008, among the Counterparty, as the Company and as a Grantor and certain affiliates of the Company, as Grantor, and Bank of America, N.A., as the Working Capital Agent and Bank of America, N.A., as the Term Loan Agent and Bank of America, N.A., as the Control Agent which is attached as Annex A hereto, without giving effect to any amendments, modifications or supplements thereto, or waiver or termination thereof, after the date the Intercreditor Agreement becomes effective; provided that if Aron (in its sole discretion) consents to such amendment, modification, supplement or waiver of the Intercreditor Agreement on or after the date the Intercreditor Agreement becomes effective, then the term “Intercreditor Agreement” shall refer to the Intercreditor Agreement as so amended, modified, supplemented or waived.

          “Involuntary Disposition Prepayment Event has the meaning set forth in the PP&E Credit Agreement.

          “Letters of Credit” means one or more irrevocable, transferable standby letters of credit which are in a form and substance acceptable to Aron in its sole discretion and are issued by an Eligible Financial Institution for the account of Counterparty or one of its Affiliates and for the benefit of Aron. Costs of the Aron Letter of Credit shall be borne by Counterparty. For purposes of determining the amount of the Aron Letter of Credit, the amount of such Aron Letter of Credit shall equal its face value at the time of valuation unless it expires within twenty (20) days of such time, in which case its value shall be zero and Aron shall be entitled to draw down the Letter of Credit up to its full face amount to hold as Credit Support.

25

          “Letter of Credit Default” means, with respect to any Letter of Credit, the related issuing bank (a) becomes subject to any event analogous to an event specified in Section 5(a)(vii) of this Agreement, (b) fails to comply with or perform its obligations under such Letter of Credit if such failure shall continue after the lapse of any applicable grace period, (c) shall disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of such Letter of Credit or (d) ceases to be an Eligible Financial Institution.

          “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).

          “Loan Documents” means the “Loan Documents” as defined in the PP&E Credit Agreement .

          “Mandatory Additional Collateral” has the meaning set forth in Part 7(j)(a) of this Agreement.

          “Material Adverse Effect” means “Material Adverse Effect” as defined in the PP&E Credit Agreement; provided that references to “Loan Documents” shall be deemed to be references to this Agreement.

          “Maximum Total Capacity” means (i) 25 thousand U.S. Barrels per day of Crack Spread Hedges for the current calendar month and the subsequent twenty-three (23) calendar months, or (ii) 20 thousand U.S. Barrels per day of Crack Spread Hedges for the period thereafter.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Net Contract Volume” means, for each month as at any date of determination, an amount (which may be less than zero) equal to:

(x) the aggregate notional quantity or volume of Crack Spreads for that month under all outstanding Short Price Hedges under this Agreement; minus

          (y) the aggregate notional quantity or volume of Crack Spreads for that month under all outstanding Long Price Hedges under this Agreement.

          “Net Volume” means, for each month as at any date of determination, an amount (which may be less than zero) equal to:

(x)	the aggregate notional quantity or volume of Crack Spreads for that month under all outstanding Short Price Hedges; minus
(y)	the aggregate notional quantity or volume of Crack Spreads for that month under all outstanding Long Price Hedges.

          “Optional Additional Collateral” has the meaning set forth in Part 7(j)(b) of this Agreement.

26

          “Person” means an individual, corporation (including a business trust), partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

          “Platts” means Platts Oilgram Price Report.

          “PP&E Collateral” means the Term Loan Collateral” as defined in the Intercreditor Agreement.

          “PP&E Credit Agreement” means that certain Credit Agreement, dated as of January 3, 2008, among the Counterparty, as Borrower, The Subsidiaries of the Borrower from time to time party thereto, as Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent and Credit-Linked L/C Issuer and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, without giving effect to any termination thereof, but after giving immediate effect to any amendments, modifications or supplements thereto without necessity for any further act by Aron, after the date the PP&E Credit Agreement becomes effective, other than (i) such amendments, modifications, waivers or supplements to Section 7.07 (Maintenance of Insurance), Section 8.01 (Liens) or Section 8.05 (Dispositions) of the PP&E Credit Agreement and (ii) such amendments, modifications, waivers or supplements that release any material part of the PP&E Collateral,; provided, that if Aron (in its sole discretion) consents to such amendment, modification, supplement or waiver of the PP&E Credit Agreement described in (i) and (ii) above on or after the date the PP&E Credit Agreement becomes effective, then the term “PP&E Credit Agreement” shall refer to the PP&E Credit Agreement as so amended, modified, supplemented or waived; and provided, further, that PP&E Credit Agreement shall refer to such agreement after giving immediate effect to any waivers of Events of Default thereunder, except with respect to (i) an Event of Default under Section 9.01(b) of the PP&E Credit Agreement due to failure of a Loan Party (as defined in the PP&E Credit Agreement) to perform or observe any term, covenant or agreement contained in Sections 8.01 (Liens) and 8.05 (Dispositions) of the PP&E Credit Agreement and (ii) an Event of Default under Section 9.01(c) of the PP&E Credit Agreement due to failure of a Loan Party to perform or observe Section 7.07 (Maintenance of Insurance) of the PP&E Credit Agreement.

          “Price Hedge” means each Crack Spread Hedge Agreement. A Price Hedge is referred to herein as a “Long Price Hedge” if Counterparty would benefit from an increase in Crack Spreads thereunder and as a “Short Price Hedge” if Counterparty would benefit from a decrease in Crack Spreads thereunder.

          “Real Properties” has the meaning set forth in the PP&E Credit Agreement.

          “Refinery Properties” has the meaning set forth in the PP&E Credit Agreement.

          “Required LC Amount” means U.S. $50,000,000.

          “Security Agreement” means that certain Security and Pledge Agreement, dated as of January 3, 2008, among the Counterparty, as Borrower, the Domestic Subsidiaries and other affiliates of the Borrower from time to time party thereto, as Guarantor and Obligors and Bank of America, N.A., in its capacity as Administrative Agent for the holders of the Secured Obligations, without giving effect to any amendments, modifications or supplements thereto, or waiver or termination thereof, after the date the Security Agreement becomes effective; provided that if Aron (in its sole discretion) consents to such amendment, modification, supplement or waiver of

27

the Security Agreement on or after the date the Security Agreement becomes effective, then the term “Security Agreement” shall refer to the Security Agreement as so amended, modified, supplemented or waived.

          “Scheduled Maturity Date” means January 3, 2015, provided that the Scheduled Maturity Date may be extended at any time and from time to time to December 31 in any subsequent year if Aron and Counterparty so agree (it being understood that no party shall be obligated to agree to any such extension of the Scheduled Maturity Date, and may withhold its consent to any such extension in its sole discretion).

          “Secured Obligations” has the meaning set forth in the Security Agreement.

          “Secured Trading Line Documents” means this Agreement (including the Schedule) and all Confirmations of Covered Transactions and the Credit Support Documents.

          “Security Documents” has the meaning set forth in the ABL Credit Agreement.

          “Solvency Certificate” means a certificate of Counterparty or one if its Affiliates (as applicable), addressed to Aron, certifying that, as of the date of such certificate, Counterparty or such Affiliate (as applicable) is Solvent.

          “Solvent” means that, as of any date of determination as to any Person, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (1) “debt” means liability on a “claim”, and (2) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

          “Specified Crack Spread Transaction” means any Transaction between Aron and Counterparty that satisfies (in the good faith judgment of the Calculation Agent) each of the following conditions:

(a)	such Transaction is a Crack Spread Hedge;
(b)	the effective date of such Transaction falls during the Trading Period; and
(c)	no part of the term of such Transaction falls after the Scheduled Maturity Date.

          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

          “Subsidiary” has the meaning set forth in the PP&E Credit Agreement.

28

          “Term” means the period beginning on the Effective Date and ending on the Scheduled Maturity Date.

          “Trading Period” means the period from and including the Effective Date to but excluding the earlier of (a) the Scheduled Maturity Date and (b) the Voluntary Trading Period Termination Date.

          “Value” means, as of any date of determination:

(a)	with respect to Cash, the amount thereof;
(b)	with respect to a Letter of Credit, the amount then available to be drawn by Aron under the terms of such Letter of Credit when the conditions for drawing thereunder (if any) are satisfied;
(c)	with respect to any other property, U.S.$0.

          “Volume Limitations” has the meaning set forth in Part 7(g) of this Agreement.

          “Volume Reports” has the meaning set forth in Part 7(h) of this Agreement.

          “Voluntary Trading Period Termination” has the meaning set forth in Part 7(e) of this Agreement.

          “Voluntary Trading Period Termination Date” has the meaning set forth in Part 7(e) of this Agreement.

[signature page follows]

29

IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: CALUMET LP GP, LLC, Its General Partner
	By:
Name:	Name:
Title:	Title:
Date:	Date:

30

EXHIBIT 1

INITIAL TRANSACTIONS

31

ANNEX A

INTERCREDITOR AGREEMENT

32

(Bilateral Form) (ISDA Agreements Subject to New York Law Only)

ISDA_®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

dated as of                                                            

between

J. Aron & Company and Calumet Lubricants Co., Limited Partnership

(“Party A”) (“Party B”)

This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows:—

Paragraph 1. Interpretation

(a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

Copyright © 1994 by International Swaps and Derivatives Association, Inc.

Paragraph 3. Credit Support Obligations

(a) Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:

(i) the Credit Support Amount

exceeds

(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party

exceeds

(ii) the Credit Support Amount.

“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a) Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii) no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b) Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

ISDA® 1994

2

(d) Substitutions.

(i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and

(ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and

(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.

(ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

ISDA® 1994

3

Paragraph 6. Holding and Using Posted Collateral

(a) Care of Posted Collateral. Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b) Eligibility to Hold Posted Collateral; Custodians.

(i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii) Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

(i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d) Distributions and Interest Amount.

(i) Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

ISDA® 1994

4

(ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(l) of this Agreement, an Event of Default will exist with respect to a party if:

(i) that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Certain Rights and Remedies

(a) Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:

(i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;

(ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

ISDA® 1994

5

(b) Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i) the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

(ii) the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;

(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:

(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d) Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

(ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

ISDA® 1994

6

Paragraph 10. Expenses

(a) General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b) Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).

(c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Miscellaneous

(a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

(d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e) Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

(f) Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

ISDA® 1994

7

Paragraph 12. Definitions

As used in this Annex:—

“Cash” means the lawful currency of the United States of America.

“Credit Support Amount” has the meaning specified in Paragraph 3.

“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.

“Delivery Amount” has the meaning specified in Paragraph 3(a).

“Disputing Party” has the meaning specified in Paragraph 5.

“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.

“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).

“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day; multiplied by

(y) the Interest Rate in effect for that day; divided by

(z) 360.

“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

“Interest Rate” means the rate specified in Paragraph 13.

“Local Business Day”, unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

ISDA® 1994

8

“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Notification Time” has the meaning specified in Paragraph 13.

“Obligations” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

“Posted Credit Support” means Posted Collateral and Other Posted Support.

“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to die resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

“Resolution Time” has the meaning specified in Paragraph 13.

“Return Amount” has the meaning specified in Paragraph 3(b).

“Secured Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph 13.

“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).

“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

“Threshold” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

(ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

ISDA® 1994

9

“Valuation Agent” has the meaning specified in Paragraph 13.

“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.

“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.

“Valuation Time” has the meaning specified in Paragraph 13.

“Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i) Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof; and

(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

(iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

ISDA® 1994

10

CREDIT SUPPORT ANNEX

to the Schedule to the
Master Agreement
dated as of March 17, 2006,

And Amended and Restated as of January 3, 2007

between

J. ARON & COMPANY (“Aron”)

and

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
(“Counterparty”).

Paragraph 13. Elections and Variables

(a) Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes the following additional obligations:

With respect to Aron.: Not applicable.

With respect to Counterparty: Not applicable.

(b) Credit Support Obligations.

(i)	This Annex is amended to delete the definition of (and all references to) “Credit Support Amount” therein. This Annex is further amended by restating Paragraph 3 thereof to read in its entirety as follows
	“Paragraph 3. Credit Support Obligations

(A) “Delivery Amount”.

- 1 -

(i)

With respect to Mandatory Additional Collateral. Subject to Paragraphs 4 and 5, within two (2) Local Business Days of request by Aron under clause (j)(a) of Part 7, then Counterparty shall Transfer to Aron Eligible Collateral or Other Eligible Support (collectively, “Eligible Credit Support”) having an aggregate Value as of the date of Transfer at least equal to the excess, if any, of the Covered Transactions Mark-to-Market Amount over the sum of the following: (i) the Required LC Amount; (ii) the Optional Additional Collateral, if any; and (iii) U.S.$25,000,000.

(ii)

With respect to Optional Additional Collateral. Subject to Paragraphs 4 and 5, at Counterparty’s election, Counterparty shall Transfer to Aron Eligible Credit Support in an amount sufficient order to facilitate additional Covered Transactions under Part 7(d)(1).

(B) “Return Amount”

(i)

With respect to Mandatory Additional Collateral. If on any date the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA is less than or equal to 3:75 to 1.0, then Aron will, within two (2) Local Business Days after receiving demand therefore (such demand to be accompanied by a certificate of a Financial Officer of Counterparty attesting to the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA), Transfer to Counterparty Posted Credit Support specified by Counterparty in a demand having a Value equal to the Delivery Amount provided by Counterparty in Paragraph 3, Clause (A)(i).

(ii)

With respect to Optional Additional Collateral. Not applicable.

For purposes of this Credit Support Annex, terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the ISDA Master Agreement, dated as of March 17, 2006, between Aron and Counterparty.”

(ii) Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:

- 2 -

			Counterparty		Valuation
					Percentage
(A	)	Cash		þ		100	%
(B	)	Letters of credit from an Eligible Financial Institution in the form set forth in Annex A hereto or such other form acceptable to Aron		þ		100	%
(C	)	Negotiable debt obligations issued by the U.S. Treasury Department having an original maturity at issuance of not more than one year (“Treasury Bills”) and maturing not more than 180 days from the date of Transfer by the Pledgor to the Secured Party		þ		98.5	%

(iii) Other Eligible Support. Any other mutually acceptable collateral will qualify as “Other Eligible Support” for either party.

(iv) Thresholds.

(A) “Independent Amount” means with respect to Counterparty: US$0.00

(B) “Threshold” means with respect to Counterparty: Not Applicable

(C) “Minimum Transfer Amount” means with respect to Counterparty: US$25,000.

(D) Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of US$10,000, respectively.

(c)  Valuation and Timing.

(i) “Value” with respect to Eligible Credit Support shall be the “Value” thereof determined in accordance with the definition of such term in Part 7.

(ii) “Valuation Agent” means, for the purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and for the purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable; provided however, that in all cases, if an Event of Default has occurred and is continuing with respect to the party designated as the Valuation Agent, then in such case, and for so long as the Event of Default continues, the Non-defaulting Party (either Aron or Counterpary) will be the Valuation Agent.

- 3 -

(ii) “Valuation Date” means each New York Business Day (as defined below) which, if treated as a Valuation Date, would result in a Delivery Amount or a Return Amount. A notice of the Valuation Agent’s calculations may be combined with a demand for a Delivery Amount or a Return Amount.

(iii) “Valuation Time” means the close of business in New York City on the Valuation Date; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv) “Notification Time” means 12:00 noon, New York time, on a New York Business Day. Notwithstanding Paragraph 4(b), if on any New York Business Day a demand for Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made by the close of business on that New York Business Day and, if any such demand is made after the Notification Time, the relevant Transfer will be made by the close of business on the next New York Business Day.

(v) “New York Business Day” means a Local Business Day in New York City.

(d) Conditions Precedent and Secured Party’s Rights and Remedies. The following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

	Aron		Counterparty
Illegality		þ		þ
Tax Event		o		o
Tax Event Upon Merger		o		o
Credit Event Upon Merger		þ		þ
Additional Termination Event(s):		o		o

(e) Substitution.

(i) “Substitution Date” has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable.

(f) Dispute Resolution.

(i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day

- 4 -

following the date on which notice of the dispute is given under Paragraph 5.

(ii) “Value”. For purposes of Paragraphs 5(i)(c) and 5(ii), disputes over Value will be resolved by the Valuation Agent seeking three mid-market quotes as of the relevant Valuation Date or date of Transfer from parties that regularly act as dealers in the securities or other property in question. The Value will be the arithmetic mean of the quotes received by the Valuation Agent.

(iii) “Alternative”. The provisions of Paragraph 5 will apply; provided, however, that pending the resolution of the dispute, Transfer of the undisputed Value of Eligible Credit Support or Posted Credit Support involved in the relevant demand will be due as provided in paragraph 5 if the demand is given by the Notification Time but will be due on the Second Local Business Day after the demand if the demand is given after the Notification Time. The parties agree that the mechanisms herein providing for resolution of disputes shall not be used if the amount in dispute does not exceed US$500,000.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Aron and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(1) Aron is not a Defaulting Party and there is no Specified Condition that has occurred or is continuing with respect to Aron.

(2) Posted Collateral may be held only in the United States.

Initially, the Custodian for Aron is Goldman Sachs & Co.

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to each party.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be the Federal Funds (Effective) rate minus 25 basis points as displayed on Telerate page 120. Notwithstanding anything herein to the contrary, each calendar month shall be an “Interest Period.”

(ii) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the third New York Business Day following the end of each Interest Period and on termination pursuant to Section 6 of this Agreement.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Additional Representations. none.

- 5 -

(j) Other Eligible Support and Other Posted Support. Not applicable.

(k) Demands and Notices.

All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

Aron:	as specified in Part 4 of the Schedule to the Agreement.
Counterparty:	as specified in Part 4 of the Schedule to the Agreement.

(1) Addresses for Transfers.

Aron:	as notified in writing from time to time.
Counterparty:	as notified in writing from time to time.

(m) Other Provisions.

(i) In Paragraph 4(d)(ii), the phrase “(or less than, but as close as practicable to)” shall be inserted in the second-to-last line after the words “equal to.”

(ii) Paragraph 7 is amended as follows: In clause (iii), the words “under this Annex” are inserted on line 1 after the words “or obligation” and the reference to “30 days” shall be “15 days.”

(iii) Paragraph 8(a) is amended as follows: In the second line, the words “Early Termination Period has commenced or an” are inserted before the term “Early Termination Date,” and on the fourth-from-last line, the words “or commodities” are inserted after the phrase “in the form of securities.”

(iv) Paragraph 1(b) is deleted and replaced by the following:

     “(b) Secured Party and Pledgor. All references in this Annex to the ‘Secured Party’ will be to Aron and all corresponding references to the ‘Pledgor’ will be to Counterparty; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as beneficiary thereof to provisions of law generally relating to security interest and secured parties.”

(v) Modifications to Paragraph 12. The following definitions of “Pledgor” and “Secured

- 6 -

Party” are substituted for the definitions of those terms contained in Paragraph 12 of this Annex:

     ‘Pledgor’ means Counterparty, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

     ‘Secured Party’ means Aron, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Collateral.”

(vi) Counterparty, Aron and Goldman, Sachs & Co. (“GS&Co.”) hereby agree that Posted Credit Support may be held by GS&Co. as agent and securities intermediary on behalf of Aron. Counterparty acknowledges and GS&Co. agrees that GS&Co. will take only such actions with respect to such Posted Credit Support as Aron shall direct (including, but not limited to, instructions from Aron directing transfer of Posted Credit Support in circumstances prescribed by the provisions of this Annex), and in no event shall any consent of Counterparty be required for the taking of any such action by GS&Co.

- 7 -

	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
J. ARON & COMPANY	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

/s/ Susan Rudov		By:	/s/ R. Patrick Murray II
Name :	Susan Rudov	Name:	/s/ R. Patrick Murray II
Title:	Attorney In Fact	Title:	VP & CFO
Date:		Date:

-8-

Annex A

(Form of Letter of Credit Attached)

-9-

Form of Letter of Credit

IRREVOCABLE STANDBY LETTER OF CREDIT

[Insert Issuing Bank Letterhead]

[DATE], 2006

IRREVOCABLE STANDBY LETTER OF CREDIT NO.[—]

[Insert Name of Party B]

[Insert Party B Address]

Ladies and Gentlemen:

          At the request, on the instructions and for the account of Calumet Lubricants Co., Limited Partnership, a limited liability company organized under the laws of the State of Delaware (the “Company”), we hereby establish this Irrevocable Standby Letter of Credit No.                    , for a sum not exceeding                                          (the “Stated Amount”) in your favor, effective immediately and expiring at 4:00 p.m., New York City time on                                         , [insert month and year], or any automatic extension period provided for in the next paragraph (the dates referred to in the foregoing clauses (i) and (ii) being hereinafter referred to as the “Expiration Date”).

          This Letter of Credit shall be automatically extended without amendment from the current expiry date for a period of one year and from each successive future expiry date for additional one year periods unless we notify you in writing, registered mail, return receipt requested, or overnight courier service (to the above addressee or the transferee at the address set forth in such Annex B) at least 90 days prior to the then current expiry date, that we elect not to extend this Letter of Credit, provided however, that the Expiration Date shall not be extended beyond                                          (the “Final Expiry Date”). If any expiry date for this Letter of Credit falls on a day which is not a business day, this Letter of Credit shall expire on the next succeeding business day. The term “business day” means any day other than a Saturday, Sunday or legal holiday in the State of New York or a day on which banks in New York, New York are authorized or required to be closed. Upon your request, we agree to deliver a notice confirming the automatic extended expiration date.

          Multiple and partial drawings are permitted hereunder, provided however, that the aggregate drawing amount does not exceed the Letter of Credit Amount, and each such partial drawing shall reduce the then available balance of the Letter of Credit.

1

          Subject to the foregoing and the further provisions of this Letter of Credit, a demand for payment may be made by you by presentation to us at 1000 West Temple Street, 7^th Floor, Mail Code: CA9-705-07-05, Los Angeles, CA 90012-1514, Attn: Standby Letter of Credit Dept;, of your drawing certificate in the form of Annex A attached hereto. Such certificate, which forms an integral part of this Letter of Credit, shall have all blanks appropriately filled in and shall be signed by one of your officers (each an “Authorized Office”), and delivered along with this Letter of Credit to us.

          Demand for payment may be made by you under this Letter of Credit prior to the Expiration Date hereof at our address set forth above on any business day. If demand for payment is made by you hereunder on a business day on or prior to 1:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the next immediately succeeding business day. If demand for payment is made by you hereunder on a business day after 1:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the second immediately succeeding business day.

          Demands for payment hereunder honored by us shall not, in the aggregate, exceed the Stated Amount in effect at the time, and each such drawing shall reduce pro tanto the Stated Amount of this Letter of Credit.

          Upon the earliest of (i) the honoring by us of the final drawing of all amounts available hereunder, and (ii) the Expiration Date hereof, this Letter of Credit shall automatically terminate.

          This Letter of Credit sets forth in full the terms of our undertaking, and this undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.

          This Letter of Credit is transferable in whole, but not in part, in connection with an assignment of your entire right, title and interest in and to, and all of your obligations under, the ISDA Master Agreement, dated as of March [      ], 2006, by and between J. Aron & Company and the Company and each confirmation and cover sheet issued thereunder, the “Agreement”) upon delivery to us of this Letter of Credit accompanied by a properly completed Notice of Transfer in the form of Annex B attached hereto. This Letter of Credit will not be transferred to any entity or person who is subject to sanctions issued by the U.S. Department of Commerce or to whom such transfer is prohibited by the Foreign Assets Control Regulations or any other United States regulations or laws. Upon such presentation and payment of our transfer charges in the amount of $500.00, we shall forthwith endorse such transfer on the reverse hereof to the transferee designated in such Notice. Upon any transfer of this Letter of Credit, all references herein, and in any annex hereto, to “you” and to the “Beneficiary” shall refer to the transferee designated in the notice delivered to us in the form of Annex B.

          We shall not be responsible for the content or verification of any statement presented pursuant to this Letter of Credit nor the authorization of any signer of any such statement.

2

          Upon the payment to you or your account of the amount specified in the drawing certificate, we shall be fully discharged on our obligation under this Letter of Credit with respect to such drawing, and we shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such drawing to you or to any other person.

          All charges related to this Letter of Credit are for the Company’s account.

          This Letter of Credit shall be governed by, and construed in accordance with, the terms of the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500 (the “Uniform Customs”). If this credit expires during an interruption of business as described in Article 17 of said Uniform Customs, the bank hereby specifically agrees to effect payment if the credit is drawn against within 10 days after the resumption of our business. As to matters not governed by the Uniform Customs, this Letter of Credit shall be governed by and construed in accordance with Article 5 of the Uniform Commercial Code as in effect in the State of New York.

          Communications with respect to this Letter of Credit shall be in writing and be addressed to us at [                                         ], specifically referring to the number of this Letter of Credit.

Very truly yours,

[                                         ]

By:
	Title:

3

Annex A

DRAWING CERTIFICATE

 [Insert Name of Issuing Bank]

 [Insert Address of Issuing Bank]

 Ladies and Gentlemen:

          [                                         ] (the “Beneficiary”) hereby certifies to [                                         ] (the “Bank”), with reference to the Bank’s Irrevocable Standby Letter of Credit No. [     ] dated                                          (the “Letter of Credit”) in favor of                      or the transferee of the Letter of Credit,) that:

     1. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Letter of Credit.

     2. The Beneficiary is making a demand for payment under the Letter of Credit of the sum of $[      ], which amount does not exceed either (i) the current Stated Amount of the Letter of Credit, or (ii) the undrawn portion of the Letter of Credit.

     3. An Event of Default, Additional Event of Default, Additional Termination Event or Letter of Credit Default (as defined in the Agreement) has occurred and is continuing with respect to the Company.

     4. A copy of this certificate has, concurrently with the delivery hereof to the Bank, been sent by telecopy and by email to the chief financial officer and to the chief executive officer of the Company, using the telecopy and email information last provided to the Beneficiary by the Company.

     5. You are hereby directed to pay the amount so demanded to: [Insert wire transfer instruction with respect to bank account of the beneficiary of the Letter of Credit]

          IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the [      ] day of [month], [year].

Very truly yours,

[                                         ]

By:
	Name:
	Title:

4

Annex B

NOTICE OF TRANSFER

[Insert Name of Issuing Bank]

[Insert Address of Issuing Bank]

Attention: Letter of Credit Unit

Ladies and Gentlemen:

          [                                        ] (the “Transferor”) hereby provides this Notice of Transfer to [                                        ] (the “Bank”), with reference to the Bank’s Irrevocable Standby Letter of Credit No.                      dated                     (the “Letter of Credit”;) in favor of                      or the transferee of the Letter of Credit, that:

          1. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Letter of Credit.

2. Transferor has transferred its entire right, title and interest in and to the Letter of Credit, which is attached hereto, to [—— ] (the “Transferee”), and you are hereby requested to endorse the Letter of Credit to the Transferee as the new Beneficiary thereof. Transferor, by execution and delivery of this Notice of Transfer, hereby certifies that the transfer of the Letter of Credit has been made in connection and coincident with the assignment to the Transferee by Transferor of Transferor’s entire right, title and interest in and to, and all of its obligations under, the Agreement.

3. By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the transferee. The transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us.

We enclose the original letter of credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the letter of credit and sending it to the transferee with your customary notice of transfer.

For your transfer fee of $500.00

*	Enclosed is our check for $
*	You may debit my/our Account No.

5

We also agree to pay you on demand any expenses which may be incurred by you in connection with this transfer.

     The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary’s signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) has implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that Bank of America, N.A. is relying on the foregoing certifications pursuant to 31 C.F.R. Section 103.121 (b)(6).

NAME OF BANK

AUTHORIZED SIGNATURE AND TITLE

PHONE NUMBER

NAME OF TRANSFEROR

NAME OF AUTHORIZED SIGNER AND TITLE

AUTHORIZED SIGNATURE

6

Execution Version

AMENDED AND RESTATED SCHEDULE
to the
ISDA MASTER AGREEMENT
dated as of
March 17, 2006
(the “Agreement”)

and Amended and Restated as of April 21, 2011

between

J. ARON & COMPANY,
a general partnership organized under the laws of the State of New York
(“Aron”),

and

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,
a limited partnership organized under the laws of the State of Indiana
(“Counterparty”)

As of the Restatement Effective Date (as defined in Part 7(e)), this Amended and Restated Schedule to the Agreement supersedes and replaces in its entirety the Amended and Restated Schedule dated as of January 3, 2008 to the Agreement. Until the Restatement Effective Date, the Amended and Restated Schedule dated as of January 3, 2008 to the Agreement shall continue to remain in full force and effect.

Part 1. Termination Provisions

(a) “Specified Entity”

(i)

means, in relation to Aron, Goldman, Sachs & Co., Goldman Sachs Capital Markets, L.P., Goldman Sachs International, Goldman Sachs (Japan) Ltd., Goldman Sachs International Bank, Goldman Sachs (Asia) Finance, Goldman Sachs Financial Markets, L.P., Goldman Sachs Paris Inc. et Cie, Goldman Sachs Mitsui Marine Derivative Products, L.P., Goldman, Sachs & Co. oHG, J. Aron & Company (Singapore) Pte., and J. Aron & Company (U.K.) for the purpose of Section 5(a)(v), and shall not apply for purposes of Sections 5(a)(vi), 5(a)(vii) and 5(b)(iv); and

(ii)

means, in relation to Counterparty, for the purpose of Sections 5(a)(v), 5(a)(vi), 5(a)(vii) and 5(b)(iv), each of the Domestic Entities. For purposes hereof, the “Domestic Entities” means (i) Calumet Specialty Products Partners, L.P., (ii) Calumet LP GP, LLC, (iii) Calumet Operating, LLC and (iv) each Subsidiary of Counterparty organized under the laws of any political subdivision of the United States. For purposes of the foregoing, “Subsidiary” of a person shall mean 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.

- 1 -

(b)	“Specified Transaction”. The term “Specified Transaction” in Section 14 of the Agreement is amended in its entirety as follows:
	“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) (i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, commodity spot transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, weather swap, weather derivative, weather option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or forward purchase or sale of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction referred to in clause (i) that is currently, or in the future becomes, recurrently entered into the financial markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, option or other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, or economic indices or measures of economic risk or value, (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this agreement or the relevant confirmation.”
(c)	The “Cross Default” provisions of Section 5(a)(vi) will apply to Aron and will apply to Counterparty, provided that (i) the phrase, “or becoming capable at such time of being declared,” shall be deleted from clause (1) of such Section 5(a)(vi); and (ii) the following language shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused solely by error or omission of an administrative or operational nature; (ii) funds were available to enable the party to make the payment when due; and (iii) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay;”
	“Specified Indebtedness” will have the meaning specified in Section 14 of the Agreement. For the purpose of Section 5(a)(vi)(1), any reference to Specified Indebtedness becoming, or being declared, due and payable, shall in the case of Specified Indebtedness which is a Specified Transaction (as defined below), be deemed to be a reference to Specified Indebtedness being terminated by the other party to such Specified Transaction. For purposes of determining whether the aggregate amount of a Specified Indebtedness exceeds the applicable Threshold Amount with respect to a Specified Transaction for which a default, event of default or other similar condition or event (however described) has occurred, the amount owing by the defaulting party (“X”) in respect of such Specified Transaction shall be its mark-to-market value, reasonably determined by the other party to this Agreement as of the date on which such determination is being made, provided that the amount owing by X in respect of such Specified Transaction shall equal the Netted Close-out Amount (as defined below) if such Specified Transaction is governed by a master agreement.
	“Netted Close-out Amount” means any amount payable or capable at such time of being declared due and payable by X in respect of an Early Termination Date under any ISDA Master

- 2 -

	Agreement or any other similar final netted amount payable by X under any applicable master agreement.
	“Threshold Amount” means in relation to Aron, U.S.$50,000,000 (or its equivalent in another currency) and in relation to Counterparty, U.S.$5,000,000 (or its equivalent in another currency).
(d)	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Aron and will apply to Counterparty; provided, however, that “Credit Event Upon Merger” shall not have its meaning as defined in Section 5(b)(iv), but shall mean, that (i) such Party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity (“Y”) or Y merges into X, any Credit Support Provider of X or any applicable Specified Entity of X, (ii) such action does not constitute an event described in Section 5(a)(viii), and (iii) (A) Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies Inc. or any successor organization (“S&P”) or Moody’s Investors Service, Inc. or any successor organization (“Moody’s”) rates the creditworthiness of the resulting, surviving or transferee entity immediately after such action below investment grade (investment grade being at least BBB- for S&P and Baa3 for Moody’s), or (B) neither S&P nor Moody’s rates the creditworthiness of the resulting, surviving or transferee entity immediately after such action. For the purpose of the forgoing Termination Event, the Affected Party will be either Party X or Party Y, as the case may be.
(e)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Aron and will not apply to Counterparty.
(f)	Payments on Early Termination. For the purpose of Section 6(e):

(i)	Close-Out Amount (as defined in Part 5(f)) will apply.
(ii)	The Second Method will apply.

(g)	“Termination Currency” means United States Dollars.
(h)	The parties agree to amend the following subsections of Section 5(a) as follows:

(i)	clause (i): in the third line of this clause, delete the word “third” and insert the word “first;”
(ii)	clause (ii): in the fifth line of this clause, delete the word “thirtieth” and insert the word “fifth;” and
(iii)	clause (vii)(4): delete, following the word “liquidation” in line 9, the clause beginning with “and, in the case of” and ending with the word “thereof” in line 13; and in Clause (vii)(7): delete, following the word “assets” in line 19, the clause beginning with “and such secured party” and ending with the word “thereafter” in line 21, to eliminate the 30-day grace period.
(iv)	The parties also agree to add a new clause (ix) as follows:

(ix) Adequate Assurance. A party (“X”) fails to provide adequate assurance of its ability to perform all of its outstanding obligations hereunder to the other party

- 3 -

(“Y”) on or before 48 hours after a request for such assurance is made by Y when Y has reasonable grounds for insecurity.

(i) Additional Events of Default with respect to Counterparty. Section 5(a) is hereby amended by including the following as clauses (x), (xi) and (xii) and the occurrence of one or more of the events or circumstances set forth in such clause (x), (xi) or (xii) shall constitute additional Events of Default to which Counterparty shall be the sole Defaulting Party; provided that the following clauses (x), (xi) and (xii) shall have no further force or effect from and after the Lien Annex Termination Date (as defined in the Lien Annex):

(x)	Failure by Counterparty to comply with any of the other covenants or agreements set forth in Part 7;
(xi)	The occurrence of an Involuntary Disposition Non-Reinvestment Event with respect to Net Cash Proceeds in excess of U.S.$50,000,000; and
(xii)	The occurrence of any of the events set forth in Paragraph 4 of the Lien Annex attached hereto.

(j) Additional Termination Event will apply. It will constitute an Additional Termination Event hereunder upon the occurrence of any of the following events:

(i)	The failure of Counterparty to provide the Aron Letter of Credit no later than the Restatement Effective Date;
(ii)	The occurrence of a Letter of Credit Default; and
(iii)	Prior to the Lien Annex Termination Date, any of the following occurs with respect to Counterparty’s obligations to Aron under this Agreement:

(A)	such obligations cease to be secured by a first priority lien on Collateral pursuant to the Collateral Documents (except as provided therein);
(B)	such obligations cease to be equally and ratably secured and rank at least pari passu with Counterparty’s obligations to the holders of the Secured Hedge Obligations; or
(C)	such obligations cease to be guaranteed pursuant to the Subsidiary Guaranties at any time for any reason.

For the purpose of each of the foregoing Termination Events, Counterparty shall be the sole Affected Party and all Transactions shall be Affected Transactions.

(k)

Early Termination. Notwithstanding anything to the contrary in Section 6(a) or Section 6(b), the parties agree that, except with respect to Transactions (if any) that are subject to Automatic Early Termination under Section 6(a), the Non-defaulting Party or the party that is not the Affected Party (in a case where a Termination Event under Section 5(b)(iv), or an Additional Termination Event for which there is a single Affected Party, has occurred) is not required to terminate the Transactions on a single day, but rather may terminate the Transactions over a commercially reasonable period of time (not to exceed ten days) (the “Early Termination Period”). The last day of the Early Termination Period shall be the Early Termination Date for

- 4 -

purposes of Section 6; provided, however, that interest shall accrue on the Transactions terminated during the Early Termination Period prior to the Early Termination Date at the Non-default Rate.

Part 2. Tax Representations

(a)	Payer Tax Representations. For the purposes of Section 3(e), Aron and Counterparty make the following representation:
	It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.
(b)	Payee Tax Representations. For the purposes of Section 3(f), Aron and Counterparty make the following representations:

(i)	It is not acting as an agent or intermediary for any foreign person with respect to the payments received or to be received by it in connection with this Agreement.
(ii)	It is a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

Part 3. Agreement to Deliver Documents

(a) For the purpose of Section 4(a), Tax forms, documents, or certificates to be delivered are:

Party required to
deliver document	Forms/Documents/Certificates	Date by which to be delivered
Aron and Counterparty	United States Internal Revenue Service Form W-9, or any successor form.	(i) On a date which is before the first Scheduled Payment Date under this Agreement, (ii) promptly upon reasonable demand by the other party, and (iii) promptly upon learning that any such form previously provided by the other party has become obsolete, incorrect, or ineffective.

- 5 -

(b) Other documents to be delivered are:

			Covered by
Party required		Date by which to be	Section 3(d)
to deliver	Form/Document/Certificate	Delivered	Representation
Aron and Counterparty	Evidence of authority of signatories	Upon or promptly following execution of this Agreement	Yes
Counterparty	Any Credit Support Document specified in Part 4(f) herein	Upon execution of this Agreement and from time to time thereafter as required under Part 7 below	No
Aron	Any Credit Support Document specified in Part 4(f) herein	Promptly after execution of this Agreement	No
Counterparty	A copy of the resolution of each Credit Support Provider’s board of directors (or other managers of such entity) approving the entering into of the applicable Credit Support Document and a copy of each Credit Support Provider’s constituent documents, each certified by an appropriately authorized officer of the Credit Support Provider to the effect that such documents are up to date and in full force and effect and that Aron or Counterparty, as applicable may continue to rely thereon.	Upon execution of this Agreement and with respect to Counterparty only, from time to time thereafter as required under Part 7 below	Yes
Aron and Counterparty	Most recent annual audited and quarterly financial statements of the party or, with respect to Aron, its Credit Support Provider	As soon as available and in any event within 120 days after the end of each fiscal year of the delivering party	Yes
Counterparty	Prior to the Lien Annex Termination Date, any quarterly compliance certificate or notice of default or event of default as Counterparty shall be required to provide to the administrative agent under the ABL Credit Agreement	At such times such certificate or notice, as the case may be, are required to be delivered by Counterparty under the ABL Credit Agreement	Yes
Counterparty	Each other document required under Part 7 below	From time to time as required under Part 7 below	Yes, unless otherwise expressly stated in Part 7 below

- 6 -

			Covered by
Party required		Date by which to be	Section 3(d)
to deliver	Form/Document/Certificate	Delivered	Representation
Counterparty	Certified resolutions of its board of directors or other governing body	Upon execution of this Agreement	Yes

Aron and Counterparty agree that at such time as the financial statements and documents required under Part 7 (as mentioned above) are required to be delivered by Aron or Counterparty shall have been made available on “EDGAR” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at www.gs.com and www.calumetspecialty.com, respectively), then such financial statement or document shall be deemed delivered to Aron or Counterparty, respectively.

Part 4. Miscellaneous

(a) Addresses for Notices. For the purpose of Section 12(a):

(i) Address for notices or communications to Aron:

Address:	J. Aron & Company
	85 Broad Street
	New York, New York 10004
Attention:	Energy Operations
	Telephone:     (212) 357-0326
	Facsimile:     (212) 493-9849

(ii) Address for notices or communications to Counterparty:

Address:	2780 Waterfront Pkwy. E. Dr., Suite 200
	Indianapolis, IN 46214
	Attention: R. Patrick Murray, II
	Telephone: 317-328-5660
	Facsimile: 317-328-5676

(b)	Process Agent. For the purpose of Section 13(c):
	Aron appoints as its Process Agent, not applicable.
	Counterparty appoints as its Process Agent: in the Borough of Manhattan, City, County and State of New York:
	C T Corporation System 111 Eighth Avenue New York, New York 10011
(c)	Offices. The provisions of Section 10(a) will apply to this Agreement.

- 7 -

(d)	Multibranch Party. For the purpose of Section 10(c):
	Aron is not a Multibranch Party.
	Counterparty is not a Multibranch Party.
(e)	Calculation Agent. The Calculation Agent is Aron.
(f)	Credit Support Document. Any guaranty or other form of credit support provided on behalf and at the request of Counterparty at any time shall constitute a Credit Support Document with respect to the obligations of Counterparty. Each of the following also constitutes a Credit Support Document, each of which is incorporated by reference in, and made part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation) as if set forth in full in this Agreement or such Confirmation:

(i)	Guaranty by The Goldman Sachs Group, Inc. (“Goldman Group”), delivered no later than 45 days after the Restatement Effective Date, in favor of Counterparty as beneficiary thereof shall constitute a Credit Support Document with respect to the obligations of Aron.
(ii)	Each Subsidiary Guaranty shall constitute a Credit Support Document with respect to the obligations of Counterparty; provided that no such Subsidiary Guaranty shall constitute a Credit Support Document from and after the Lien Annex Termination Date.
(iii)	The Collateral Documents shall constitute Credit Support Documents with respect to the obligations of Counterparty; provided that no Collateral Document shall constitute a Credit Support Document from and after the Lien Annex Termination Date.
(iv)	The Aron Letter of Credit shall constitute a Credit Support Document with respect to the obligations of Counterparty.
(v)	The Credit Support Annex attached to the Agreement, and any Letter of Credit delivered thereunder, shall constitute a Credit Support Document with respect to the obligations of Counterparty.

(g)	Credit Support Provider.
	Credit Support Provider means in relation to Aron, Goldman Group.
	Credit Support Provider means in relation to Counterparty, each Guarantor (as defined in the Lien Annex) and any party that at any time provides a guaranty or other form of credit support on behalf and at the request of Counterparty.
(h)	Governing Law. Section 13(a) is hereby replaced with the following:

(a) Governing Law. This Agreement and each Transaction entered into hereunder will be governed by, and construed and enforced in accordance with, the law of the State of New York without reference to its choice of law doctrine.

- 8 -

(i) Jurisdiction. Section 13(b) is hereby amended by:

(i)	deleting in the second line of subparagraph (i) thereof the word “non-”; and
(ii)	deleting the final paragraph thereof.

(j)	Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply to Transactions. Notwithstanding anything to the contrary in Section 2(c), unless otherwise expressly agreed by the parties, the netting provided for in Section 2(c) will not apply separately to any pairings of branches or Offices through which the parties make and receive payments or deliveries.
Part 5. Other Provisions
(a)	Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and before the period, the phrase “or, in the case of audited or unaudited financial statements, a fair presentation of the financial condition of the relevant person.”
(b)	Scope of Agreement. Any transaction outstanding between the parties at the date this Agreement comes into force or entered into by the parties at or after the date this Agreement comes into force that is: (1) an FX Transaction or a Currency Option Transaction as defined in the 1998 FX and Currency Option Definitions (the “FX Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), the Emerging Markets Traders Association, and the Foreign Exchange Committee, unless otherwise specified in the relevant confirmation, and (2) a transaction between the parties of the type set forth in the definition of “Specified Transaction” herein unless otherwise specified in the relevant confirmation relating to such Specified Transaction or unless otherwise agreed by the parties, will constitute a “Transaction” for the purposes of this Agreement. Transactions of the type set forth in (1) above will be deemed to incorporate the FX Definitions.
(c)	Additional Representations. The parties agree to amend Section 3 by adding new Sections 3(g),

(h), (i), (j), (k) and (l) as follows:
	(g)	Material Adverse Effect. There is no event, condition or circumstance which exists, or with the passage of time, could reasonably be expected to have a Material Adverse Effect.
	(h)	Eligible Contract Participant. It is an “eligible contract participant” as defined in the
		U.S. Commodity Exchange Act.
	(i)	Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

- 9 -

(j)	Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.
(k)	Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.
(l)	Lien Annex Representations. Counterparty makes each of the representations set forth in Paragraph 2 of the Lien Annex attached hereto; provided, however, that this Section 3(l) shall not be applicable on or after the Lien Annex Termination Date.

(d) Transfer. The following amendments are hereby made to Section 7:

(i)	In the third line, insert the words “which consent will not be arbitrarily withheld or delayed,” immediately before the word “except”; and
(ii)	in clause (a), insert the words “or reorganization, incorporation, reincorporation, or reconstitution into or as,” immediately before the word “another.”

(e)	Consent to Recording. Each party consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties, with or without the use of a warning tone, and their Affiliates in connection with this Agreement or any potential Transaction.
(f)	Definitions. The following amendments are hereby made to Section 14:

(i)	For purposes of (a) the Exposure Fee and (b) amounts owed to Aron by Counterparty under Section 6 of the Agreement, upon an Early Termination Date as a result of the occurrence of (i) an event listed in Part 1(i) (Additional Events of Default with respect to Counterparty), (ii) an event listed in Part 1(j) (Additional Termination Events) or (iii) any other Event of Default for which Counterparty is the sole Defaulting Party (each of (i), (ii) and (iii), subject to any applicable cure periods, referred to herein as a “Trigger Event”), the definition of “Default Rate” in Section 14 is hereby amended by deleting it in its entirety and replacing it with the following:
	“Default Rate” means (i) from the date of the Trigger Event until but excluding the date which is one (1) month after such Trigger Event, the Initial Default Rate and (ii) from the date beginning one (1) month after such Trigger Event until but excluding the date of payment of any amount calculated to be due by Counterparty to Aron under Section 6 of the Agreement upon an Early Termination Date as resulting from a Trigger Event, the Modified Default Rate; provided, that each of the Initial Default Rate and the Modified Default Rate shall be subject to the Default Rate Cap, and provided further, that the Default Rate shall no longer apply from and after the date that a Trigger Event is no longer in effect or is otherwise cured, until such time as a Trigger Event occurs subsequently.
	For purposes of the foregoing, the following terms shall have the following meanings,
	“Default Rate Cap” means twenty-five percent (25%) of any amount calculated to be due by Counterparty to Aron under Section 6 of the Agreement as a result of a Trigger Event.

- 10 -

	“Initial Default Rate” means a monthly rate equal to LIBOR plus 8%.
	“LIBOR” means the rate (expressed as a percentage per annum) for overnight deposits in Dollars that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the relevant date. If Telerate Page 3750 does not include such a rate or is unavailable on the relevant date, then Aron shall advise Counterparty of the London Interbank Offered Rate for overnight deposits on the relevant date
	“Modified Default Rate” means a rate equal to the Initial Default Rate, escalated monthly by 2%.
(ii)	The definition of “Termination Currency Equivalent” in Section 14 is hereby amended by deleting in its entirety the text after the first three lines thereof and replacing it with the following:
	“by the party making the relevant determination in any commercially reasonable manner as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant amount determined in accordance with Section 6(e) is determined as of a later date, that later date, for value on the date the payment or settlement payment is due.”
(iii)	“Close-out Amount” means, with respect to each Terminated Transaction or each group of Terminated Transactions and a Determining Party, the amount of the losses or costs of the Determining Party that are or would be incurred under then prevailing circumstances (expressed as a negative number) in replacing, or in providing for the Determining Party the economic equivalent of, (a) the material terms of that Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date (assuming satisfaction of the conditions precedent in Section 2(a)(iii)) and (b) the option rights of the parties in respect of that Terminated Transaction or group of Terminated Transactions.
	Any Close-out Amount will be determined by the Determining Party (or its agent), which will act in good faith and use commercially reasonable procedures in order to produce a commercially reasonable result. The Determining Party may determine a Close-out Amount for any group of Terminated Transactions or any individual Terminated Transaction but, in the aggregate, for not less than all Terminated Transactions. Each Close-out Amount will be determined as of the Early Termination Date or, if that would not be commercially reasonable, as of the date or dates following the Early Termination Date as would be commercially reasonable.
	Unpaid Amounts in respect of a Terminated Transaction or group of Terminated Transactions and legal fees and out-of-pocket expenses referred to in Section 11 are to be excluded in all determinations of Close-out Amounts.
	In determining a Close-out Amount, the Determining Party may consider any relevant information, including, without limitation, one or more of the following types of information:
	(i) quotations (either firm or indicative) for replacement transactions supplied by one or more third parties that may take into account the creditworthiness of the Determining Party at the time the quotation is provided and the terms of any relevant

- 11 -

documentation, including credit support documentation, between the Determining Party and the third party providing the quotation;

(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities, spreads, correlations or other relevant market data in the relevant market; or

(iii) information of the types described in clause (i) or (ii) above from internal sources (including any of the Determining Party’s Affiliates) if that information is of the same type used by the Determining Party in the regular course of its business for the valuation of similar transactions.

The Determining Party will consider, taking into account the standards and procedures described in this definition, quotations pursuant to clause (i) above or relevant market data pursuant to clause (ii) above unless the Determining Party reasonably believes in good faith that such quotations or relevant market data are not readily available or would produce a result that would not satisfy those standards. When considering information described in clause (i), (ii) or (iii) above, the Determining Party may include costs of funding, to the extent costs of funding are not and would not be a component of the other information being utilized. Third parties supplying quotations pursuant to clause (i) above or market data pursuant to clause (ii) above may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors, brokers and other sources of market information.

Without duplication of amounts calculated based information described in clause (i), (ii) or (iii) above, or other relevant information, and when it is commercially reasonable to do so, the Determining Party may in addition consider in calculating a Close-out Amount any loss or cost incurred in connection with its terminating, liquidating or re-establishing any hedge related to a Terminated Transaction or group of Terminated Transactions (or any gain resulting from any of them).

Commercially reasonable procedures used in determining a Close-out Amount may include the following:

(1) application to relevant market data from third parties pursuant to clause (ii) above or information from internal sources pursuant to clause (iii) above of pricing or other valuation models that are, at the time of the determination of the Close-out Amount, used by the Determining Party in the regular course of its business in pricing or valuing transactions between the Determining Party and unrelated third parties that are similar to the Terminated Transaction or group of Terminated Transactions; and

(2) application of different valuation methods to Terminated Transactions or groups of Terminated Transactions depending on the type, complexity, size or number of the Terminated Transactions or group of Terminated Transactions.

(g)	Set-off. The parties agree to amend Section 6 by adding a new Section 6(f) as follows:
	“(f) Upon the occurrence of an Event of Default or Termination Event under Section 5(b)(iv) with respect to a party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any matured payment obligation

- 12 -

	of X owed to Y (or any Affiliate of Y) (whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not arising under this Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 6(f).
	Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.
	If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.
	Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”
(h)	Definitions. This Agreement, each Confirmation and each Transaction is subject to the 2005 ISDA Commodity Derivatives Definitions, as published by ISDA (together, the “Definitions”), and will be governed in all respects by the Definitions (except that references to “Swap Transactions” in the Definitions will be deemed to be references to “Transactions”). The Definitions are incorporated by reference in, and made part of, this Agreement and each Confirmation as if set forth in full in this Agreement and such Confirmations. In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. In the event of any inconsistency between the provisions of any Confirmation, this Agreement, and the Definitions, such Confirmation will prevail for the purpose of the relevant Transaction.
(i)	Waiver of Trial by Jury. Each party hereby irrevocably waives any and all right to trial by jury in any Proceeding.
(j)	Confirmations. Counterparty shall be deemed to have agreed to the terms contained in any
	Confirmation (as amended and revised) sent by Aron to Counterparty unless Counterparty objects to such terms within three (3) Business Days of receipt.

Part 6. Disruption Fallbacks

(a) The following “Disruption Fallbacks” specified in Section 7.5(c) of the Definitions shall apply, in the following order, except as otherwise specified in the relevant Confirmation:

(i)	“Fallback Reference Dealers”;
(ii)	“Postponement”, with two (2) Commodity Business Days as the Maximum Days of Disruption;
(iii)	“Fallback Reference Price”;
(iv)	“Negotiated Fallback”; and

- 13 -

(v) “Calculation Agent Determination”

(b)	Section 7.5(e) of the Definitions is hereby deleted in its entirety.
(c)	Section 6.2(b) of the Definitions is hereby amended by deleting the words “, as determined on the Trade Date of the Transaction as of the time of execution of the Transaction”.

Part 7. Additional Provisions

(a)	Preliminary Statements. To induce Aron to enter into this Agreement, Counterparty has agreed to provide credit support to Aron in the form of mortgages, guaranties and other security documents as set forth in this Agreement. Accordingly, Aron and Counterparty hereby agree to the following terms and conditions. From and after the Lien Annex Termination Date, this Part 7 shall have no further force or effect, except for the definitions of “Restatement Effective Date” and “Aron Letter of Credit”, and such other definitions required to give meaning thereto.
(b)	Certain Definitions. Certain terms used in this Agreement have the meanings assigned to them in clause (i) below.
(c)	Secured Trading Line Fees. Counterparty hereby agrees to pay to Aron the following fees

(1) Exposure Fees. On the first Local Business Day of each month following the Exposure Fee Accrual Period, Counterparty shall pay to Aron an exposure fee (the “Exposure Fees”) in an amount equal to:

(x)	the Daily Average Covered Transactions Mark-to-Market Amount for such Exposure Fee Accrual Period; multiplied by
(y)	the Default Rate.

As used herein:

     “Daily Average Covered Transactions Mark-to-Market Amount” means, for any Exposure Fee Accrual Period, the average, for each Local Business Day during such Exposure Fee Accrual Period, of the greater of (1) the Covered Transactions Mark-to-Market Amount for such Local Business Day and (2) zero.

     “Exposure Fee Accrual Period” means each period, beginning on the date of a Trigger Event (as defined in Part 5(f)(i)) and ending on the date on which Counterparty indefeasibly pays in full all amounts owing to Aron pursuant to Section 6 of the Agreement.

(2) Fees Non-Refundable. All Exposure Fees, once paid, are non-refundable.

(d) Volume Reports. Counterparty hereby agrees to deliver to Aron, promptly following (but in any event no later than 60 days after) the end of each fiscal year and the month of each other calendar quarter, a report as of the last day of such fiscal year or calendar quarter certified by an appropriately authorized officer of Counterparty (each such annual and quarterly report, a “Volume Report”) setting forth in reasonable detail the commodities and quantities (notional or physical) of such commodities for all Secured Hedge Agreements, broken out monthly and separately identifying, for each commodity, Net Volumes and Net Contract Volumes for such

- 14 -

month, volumes for Long Price Hedges and Short Price Hedges for such month (each broken out for Secured Hedge Agreements under this Agreement and Secured Hedge Agreements not under this Agreement) and volumes of estimated fuels for such month, all in form, scope and detail reasonably satisfactory to Aron and setting forth such supporting detail as Aron may reasonably request. Each Volume Report shall be addressed to Aron and shall be accompanied by a certificate of a Financial Officer of Counterparty to the effect that such Volume Report is a true and correct copy thereof. In addition, Counterparty shall from time to time deliver to Aron all other information, reports and data which Aron has reasonably requested in connection with the Volume Reports; provided that such quarterly Volume Reports shall be deemed delivered to Aron to the extent that (i) such quarterly Volume Reports are available to Aron on “EDGAR” (or any successor thereto) or on its home page on the worldwide web (which page is, as of the date of this Agreement, located at www.calumetspecialty.com) and (ii) Counterparty’s hedge disclosure practices in such filings have not materially changed from such disclosure practices as they existed in the two most recent reporting quarters before the Restatement Effective Date.

(e)

Restatement Effective Date. The “Restatement Effective Date” shall occur on the date on which Aron shall have received, reviewed or completed all of the following, each reasonably satisfactory to it in form and substance:

(1) Executed Counterparts. From Counterparty:

(a)	an executed counterpart of this Agreement (including the Schedule to this Agreement) signed on behalf of Counterparty,
(b)	executed copies of the Collateral Trust Agreement,
(c)	executed and notarized copies of all Mortgage Instruments,
(d)	executed copies of the Security Agreement,
(e)	executed copies of each other Credit Support Document (other than the consents, intellectual property filings and account control agreement described in clauses (b), (c) and (d) of Paragraph 3.6 to the Lien Annex, respectively), and
(f)	(i) copies of insurance policies or certificates of insurance evidencing casualty insurance meeting the requirements set forth in the Collateral Trust Agreement, naming the Administrative Agent under the Collateral Trust Agreement, for the benefit of the secured parties thereunder, as additional insured and loss payee, and (ii) a certificate, dated the Restatement Effective Date, of a Financial Officer of Counterparty setting forth the insurance obtained by it in accordance with the requirements of the Collateral Trust Agreement and stating that such insurance is in full force and effect and that all premiums then due and payable thereon have been paid.

(2)	Part 3 Documents. Each document referred to in Part 3 that is required to be delivered upon execution of this Agreement.
(3)	Opinion of Counsel to Counterparty. An opinion letter (addressed to Aron and dated the Restatement Effective Date) of Fulbright & Jaworski L.L.P., counsel for Counterparty and the Credit Support Providers, in form and substance reasonably satisfactory to Aron.

- 15 -

(4)	Corporate and Partnership Documents. Such documents and certificates as Aron may reasonably request relating to the organization, existence and good standing of Counterparty and each Credit Support Provider, the authorization of the transactions contemplated hereby and any other legal matters relating to Counterparty and the Credit Support Providers, this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby as Aron may reasonably request.
(5)	Officer’s Certificate. A certificate, dated the Restatement Effective Date and signed by a Financial Officer of Counterparty, acting for and on behalf of Counterparty, confirming that each representation of Counterparty set forth herein and in Section 3 of the Agreement, incorporated by reference herein in each case with respect to each of the documents referred to in Part 3, is true and correct on such date as if made on and as of such date and that no Event of Default or Potential Event of Default has occurred and is then continuing.
(6)	UCC, Tax Lien and Judgment Searches. Reports, dated as of a date substantially contemporaneous with the execution hereof listing the results of Uniform Commercial Code filing, tax lien, and judgment searches prepared by one or more firms reasonably satisfactory to Aron with respect to Counterparty and each Guarantor in each jurisdiction in which Counterparty or such Guarantor maintains its principal place of business or in which any of the Collateral is located.
(7)	Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the Credit Support Documents or under law or reasonably requested by Aron to be filed, registered or recorded in order to create in favor of Aron a perfected Lien on the collateral described therein, and each such document shall be in proper form for filing, registration or recordation. In addition, Counterparty shall have taken such other action as Aron shall have reasonably requested in order to perfect the security interests created under the Collateral Documents.
(8)	Solvency. A Solvency Certificate of Counterparty and each other initial Credit Support Provider dated as of the Restatement Effective Date.
(9)	Fees. Such other fees and expenses as Counterparty shall have agreed in writing to pay to Aron in connection herewith.
(9)	Aron Letter of Credit. The Aron Letter of Credit.

(f) Additional Covenants.

(a) Counterparty covenants and agrees, for the benefit of Aron, to:

(1)	notify Aron of each proposed amendment, modification and supplement to, and waiver of any provision under, the ABL Credit Agreement and the other Loan Documents; and
(2)	comply with each covenant set forth in Paragraph 3 of the Lien Annex attached hereto.

(g) Further Assurances. Counterparty shall from time to time execute and deliver, or cause to be executed and delivered by Counterparty, such additional mortgages, deeds of trust, chattel

- 16 -

	mortgages, security agreements, financing statements, reports, instruments, legal opinions, certificates or documents, all in form and substance reasonably satisfactory to Aron, and take all such actions as Aron may reasonably request, in each case for the purposes of implementing or further effectuating the provisions of this Agreement and the other Transaction Documents, or of more fully perfecting or renewing the rights of Aron with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by Counterparty or any Subsidiary Guarantor are part of the Collateral) pursuant hereto or thereto. Upon the exercise by Aron of any power, right, privilege or remedy pursuant to this Agreement or the other Transaction Documents that requires any consent, approval, recording, qualification or authorization of any governmental authority, Counterparty shall execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that Aron may be required to obtain from Counterparty or any of the Subsidiary Guarantors for such governmental consent, approval, recording, qualification or authorization.
(h)	References to ABL Credit Agreement. In the event the ABL Credit Agreement is amended, modified or replaced, references herein to particular provisions and defined terms of the ABL Credit Agreement shall be deemed to be references to the equivalent provisions and defined terms, as the case may be, included in the ABL Credit Agreement, as so amended, modified or replaced. If such an equivalent provision or defined term does not exist in the ABL Credit Agreement, as so amended, modified or replaced (or if the ABL Credit Agreement is terminated and not replaced), then references herein to particular provisions and defined terms of the ABL Credit Agreement shall be deemed to be references to such provisions and defined terms, as the case may be, as they existed in the ABL Credit Agreement immediately prior to such amendment, modification, replacement or termination without replacement. For the avoidance of doubt, any amendments, modifications or replacements of provisions or defined terms of the ABL Credit Agreement that are not referenced herein shall have no affect on the provisions herein.
(i)	Certain Definitions. The definitions 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. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The term “date hereof” refers to the date of this Agreement first above written. Unless the context requires otherwise (1) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth therein or herein), (2) references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any section or other part thereof (each, for purposes of this paragraph, a “law”), shall refer to that law as amended from time to time and shall include any successor law, (3) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (4) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (5) all references herein to Sections, Parts, Annexes, Schedules and Exhibits shall be construed to refer to Sections and Parts of, and Annexes, Schedules and Exhibits to, this Agreement.
	As used herein, the following terms have the meanings given to them below:

     “ABL Credit Agreement” means that certain Credit Agreement, dated as of January 3, 2008, among Counterparty, Calumet Shreveport, LLC, Calumet Shreveport Lubricants & Waxes,

- 17 -

LLC, and Calumet Shreveport Fuels, LLC, as Borrowers, certain financial institutions party thereto, as lenders, and Bank of America, N.A., as agent, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, after giving immediate effect to any amendments, modifications or supplements thereto, or waiver thereof, after the date the ABL Credit Agreement becomes effective, without necessity for any act by Aron.

     “Aron Letter of Credit” means one or more Letters of Credit naming Aron (or an Affiliate thereof designated by Aron) as beneficiary in an initial stated amount of the Required LC Amount.

     “Collateral” has the meaning set forth in the Lien Annex attached hereto.

     “Collateral Documents” has the meaning set forth in the Lien Annex attached hereto.

     “Covered Transactions Mark-to-Market Amount” means the aggregate mark-to-market position of all Transactions as determined by the Calculation Agent in a commercially reasonable manner at the close of each Local Business Day. If such position is in favor of Aron, the Covered Transactions Mark-to-Market Amount will be stated as a positive number. If such position is in favor of Counterparty (to be construed in the aggregate), the Covered Transactions Mark-to-Market Amount will be stated as a negative number.

     “Daily Average Covered Transactions Mark-to-Market Amount” has the meaning set forth in Part 7(c)(1).

     “Exposure Fee” has the meaning set forth in Part 7(c)(1) of this Agreement.

     “Exposure Fee Accrual Period” has the meaning set forth in Part 7(c)(1) of this Agreement.

     “Financial Officer” means, as to any Counterparty, the chief financial officer, treasurer or other officer thereof acceptable to Aron.

     “Involuntary Disposition Non-Reinvestment Event” has the meaning set forth in the Lien Annex attached hereto.

     “Letters of Credit” has the meaning set forth in the Credit Support Annex attached hereto.

     “Letter of Credit Default” has the meaning set forth in the Credit Support Annex attached hereto.

     “Lien” has the meaning set forth in the Lien Annex attached hereto.

     “Lien Annex Termination Date” has the meaning set forth in the Lien Annex attached hereto.

     “Loan Documents” means the “Loan Documents” as defined in the ABL Credit Agreement.

     “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 Counterparty or any Guarantor to perform its obligations under any Transaction Document to

- 18 -

which it is a party, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against Counterparty or any Guarantor of any Transaction Document to which it is a party.

     “Net Cash Proceeds” has the meaning set forth in the Lien Annex attached hereto.

     “Net Contract Volume” means, for each month and each commodity as at any date of determination, an amount (which may be less than zero) equal to:

(x)	the aggregate notional quantity or volume of such commodity for that month under all outstanding Short Price Hedges under this Agreement; minus
(y)	the aggregate notional quantity or volume of such commodity for that month under all outstanding Long Price Hedges under this Agreement.

     “Net Volume” means, for each month as at any date of determination, an amount (which may be less than zero) equal to:

(x)	the aggregate notional quantity or volume of each commodity for that month under all outstanding Short Price Hedges; minus
(y)	the aggregate notional quantity or volume of each commodity for that month under all outstanding Long Price Hedges.

     “Person” means an individual, corporation (including a business trust), partnership, limited liability company, limited liability partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated association or government or any agency or political subdivision thereof.

     “Price Hedge” means each Secured Hedge Agreement. A Price Hedge is referred to herein as a “Long Price Hedge” if Counterparty would benefit, under such Secured Hedge Agreement, from an increase in the market price of the commodity traded thereunder and as a “Short Price Hedge” if Counterparty would benefit, under such Secured Hedge Agreement, from a decrease in market price of the commodity traded thereunder.

     “Required LC Amount” means U.S.$25,000,000.

     “Secured Hedge Agreement” has the meaning set forth in the Lien Annex attached hereto.

     “Secured Hedge Obligation” has the meaning set forth in the Lien Annex attached hereto.

     “Solvency Certificate” means a certificate of Counterparty or one if its Affiliates (as applicable), addressed to Aron, certifying that, as of the date of such certificate, Counterparty or such Affiliate (as applicable) is Solvent.

     “Solvent” means that, as of any date of determination as to any Person, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing

- 19 -

determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (1) “debt” means liability on a “claim”, and (2) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

     “Transaction Documents” has the meaning set forth in the Lien Annex attached hereto.

     “Value” has the meaning set forth in the Credit Support Annex attached hereto.

     “Volume Reports” has the meaning set forth in Part 7(d) of this Agreement.

[signature page follows]

- 20 -

IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: CALUMET LP GP, LLC, Its General Partner
	By: Calumet Operating, LLC, its sole member
	By: Calumet Specialty Products Partner LP., its sole member
	By: Calumet GP, LLC, its general partner
/s/ Greg Agran
Name: Greg Agran	Name:
Title: Managing Director	Title:
Date:	Date:

[Signature Page to Amended and Restated ISDA Schedule]

IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: Calumet LP GP, LLC, Its general partner
	By: Calumet Operating, LLC, its sole member
	By: Calumet Specialty Products Partner, LP., its sole member
	By: Calumet GP, LLC, its general partner
	/s/ R. Patrick Murray, II
Name:	Name: R. Patrick Murray, II
Title:	Title: VP & CFO
Date:	Date:

[Signature Page to Amended and Restated ISDA Schedule]

Execution Version

LIEN ANNEX
to the Amended and Restated Schedule
dated as of April 21, 2011
to the ISDA MASTER AGREEMENT
dated as of March 17, 2006 (the “Agreement”)

Dated as of
April 21, 2011

between

J. ARON & COMPANY,
a general partnership organized under the laws of the State of New York
(“Aron”)

and

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,
a limited partnership organized under the laws of the State of Indiana
(“Counterparty”)

This Lien Annex supplements, forms part of and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under the Agreement with respect to Counterparty.

PARAGRAPH 1. DEFINITIONS AND INTERPRETATION.

     1.1 Definitions. Capitalized terms used in this Lien Annex without further definition have the meanings ascribed to such terms in Exhibit A attached hereto, and in the Agreement, including the Schedule thereto.

     1.2 Interpretation. The definitions 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. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The term “date hereof” refers to the date of this Lien Annex first above written. Unless the context states otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth therein or herein), (b) references to any law, shall refer to that law as amended from time to time and shall include any successor law, (c) any reference herein to any Person shall be construed to included such Person’s successors and assigns permitted hereby, (d) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (e) all references herein to Paragraphs, Sections, Parts, Annexes, Schedules and Exhibits shall be construed to refer to Paragraphs, Sections and Parts of, and Annexes, Schedules and Exhibits to, this Agreement.

- 1 -

PARAGRAPH 2. COUNTERPARTY REPRESENTATIONS AND WARRANTIES.

Counterparty represents to Aron, as of the Restatement Effective Date and as of each date on which a Transaction is entered into, that:

     2.1 Ownership of Property; Liens. Each Consolidated Party has good record and marketable (or, as to Real Property located in Texas, indefeasible) title in fee simple to, or valid leasehold interests in, all Real Property included in the Collateral and good title to all of its personal Property included in the Collateral, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Liens of the Administrative Agent on behalf of the Secured Hedge Counterparties in the Collateral are duly perfected, first priority Liens in accordance with the Collateral Documents and subject only to Permitted Liens that are expressly allowed to have priority over the Liens of the Administrative Agent on behalf of the Secured Hedge Counterparties. Each Consolidated Party has paid and discharged all lawful claims that, if unpaid, could become a Lien on any Collateral, other than Permitted Liens.

     2.2 Insurance. The Consolidated Parties 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 Counterparty in the exercise of reasonable business judgment. Schedule 2.2 hereto contains a list of such insurance policies in effect as of the date hereof and provides a description of coverage provided by such policies, the carrier, policy number, expiration date and amount.

     2.3 Taxes. The Consolidated Parties have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those that (i) could not reasonably be expected to result in a Material Adverse Effect, or (ii) are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Counterparty or any Subsidiary that would, if made, have a Material Adverse Effect. Except as described on Schedule 2.3 hereto, no Transaction Party nor any Subsidiary thereof is party to any tax sharing agreement.

     2.4 Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent, on behalf of the Secured Hedge Counterparties and any other secured parties identified therein, legal, valid and enforceable, first priority security interests in all right, title and interest of the Transaction Parties in the Collateral described therein and all proceeds thereof (in each case subject to Permitted Liens). Except for filings completed on or prior to the Restatement Effective Date and as and when contemplated by this Agreement and the Collateral Documents, no filing or other action will be necessary to perfect or protect such security interest.

     2.5 Real Properties. The Real Property legal description set forth in each Mortgage Instrument is a true and correct description in all material respects of the applicable Mortgaged

- 2 -

Property covered by such Mortgage Instrument, none of the buildings, structures or improvements located on any Mortgaged Property is in violation of any applicable set back or other similar requirements under applicable Law and/or interferes with any easement rights granted to any Person with respect to such Mortgaged Property, except as may be disclosed in the surveys previously delivered to Aron, and neither the ownership rights of any Consolidated Party and/or the rights of Aron under the Collateral Documents will be affected by any title defect or third party rights with respect to such Mortgaged Property in any manner that could reasonably be expect to have a Material Adverse Effect.

     2.6 Incorporation of Environmental Representations and Warranties. The representations and warranties set forth in Section 2.9 of the Collateral Trust Agreement are true and correct to the extent set forth therein.

PARAGRAPH 3. COUNTERPARTY’S COVENANT.

     3.1 Notices and Information. Counterparty covenants, and shall cause each of its Subsidiaries, to:

     (a) Promptly notify Aron in writing of the occurrence of any Default or Event of Default and the nature thereof.

     (b) Promptly notify Aron in writing, of any of the following that affects any Consolidated Party: (i) the written threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened material labor dispute, strike or walkout, or the expiration of any material labor contract, except for any such dispute, strike walkout or expiration that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) any default under or termination of a Material Contract, except for any such defaults that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iv) the existence of any Default or Event of Default; (v) any judgment in an amount exceeding $7,500,000; (vi) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any violation or asserted violation of any applicable Laws (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viii) any Environmental Release by a Consolidated Party or on any Property owned, leased or occupied by a Consolidated Party that could reasonably be expected to have a Material Adverse Effect; or receipt of any Environmental Notice regarding a matter or event that could reasonably be expected to have a Material Adverse Effect; (ix) the discharge of or any withdrawal or resignation by Counterparty’s independent accountants; or (x) any opening of a new office or place of business, at least thirty (30) days prior to such opening.

     (c) Not later than five (5) Business Days after receipt thereof by any Responsible Officer of a Consolidated Party thereof, copies of all notices or written requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any material indenture, loan or credit or similar agreement and, from time to time

- 3 -

upon request by Aron, such information and reports regarding such material indentures and loan and credit and similar agreements as Aron may reasonably request.

     (d) Each notice pursuant to this Paragraph 3.1(a) through (b) shall be accompanied by a statement of a Responsible Officer of the General Partner setting forth in reasonable detail the occurrence referred to therein and stating what action Counterparty has taken and proposes to take with respect thereto. Each notice pursuant to Paragraph 3.1(a) shall describe with particularity any and all provisions of this Agreement and any other Transaction Document that have been breached.

     3.2 Preservation of Existence, Licenses, Etc. Counterparty covenants, and shall cause each of its Subsidiaries, to: (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction (i) permitted by Paragraph 3.8, (ii) whereby Counterparty merges or consolidates with any of its Subsidiaries, provided that Counterparty shall be the continuing or surviving corporation, (iii) whereby any Transaction Party other than Counterparty merges or consolidates with any other Transaction Party other than Counterparty, (iv) whereby any Consolidated Party which is not a Transaction Party merges or consolidates with or into any Transaction Party, provided that such Transaction Party shall be the continuing or surviving corporation, (v) whereby any Consolidated Party which is not a Transaction Party merges or consolidates with or into any other Consolidated Party which is not a Transaction Party, (vi) whereby Counterparty or any Subsidiary of Counterparty merges with any Person other than a Consolidated Party, provided that Counterparty or such Subsidiary shall be the continuing or surviving corporation or (vii) whereby any Wholly Owned Subsidiary of Counterparty dissolves, liquidates or winds up its affairs, provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, Licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect; (c) preserve or renew all of its material registered copyrights, patents, trademarks, trade names and service marks, except for any such failure to preserve or renew that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (d) without limitation of the foregoing, keep each License affecting any Collateral in full force and effect; promptly notify Aron of any proposed modification to any such License, or entry into any new License, in each case at least thirty (30) days prior to its effective date; pay all Royalties when due; and notify Aron of any default or breach asserted by any Person to have occurred under any License.

     3.3 Maintenance of Properties. Counterparty covenants, and shall cause each of its Subsidiaries, to: (a) maintain, preserve and protect all of its material Properties and Equipment included within the Collateral and necessary in the operation of the business in good working order and condition, ordinary wear and tear and Involuntary Dispositions excepted; (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

     3.4 Application of Insurance Proceeds. In the event that the Consolidated Parties receive Net Cash Proceeds on account of any Involuntary Dispositions of Collateral, the Transaction Parties shall (i) within the applicable Application Period, apply (or cause to be

- 4 -

applied) an amount equal to the Net Cash Proceeds of such Involuntary Disposition to make Eligible Reinvestments (including but not limited to the repair or replacement of the related Property) and (ii) pending final application of the Net Cash Proceeds of any Disposition of Collateral to Eligible Reinvestments, deposit such proceeds (in excess of amounts already applied toward Eligible Reinvestments) in the PP&E Proceeds Account. All insurance proceeds shall be subject to the security interest of the Administrative Agent, for the benefit of the Secured Hedge Counterparties, under the Collateral Documents.

     3.5 Additional Guarantors. Counterparty covenants, and shall cause each of its Subsidiaries, to notify Aron at the time that any Person becomes a Subsidiary (other than an Immaterial Subsidiary) of a Transaction Party and promptly thereafter (and in any event within 30 days), with respect to each such Person that is a Domestic Subsidiary (other than an Immaterial Subsidiary), cause such Person to (i) to execute and deliver to Aron a Subsidiary Guaranty, (ii) execute the Security Agreement and the Collateral Trust Agreement by executing and delivering to the Administrative Agent a Joinder Agreement.

     3.6 Pledged Assets; Etc. Counterparty covenants, and shall cause each of its Subsidiaries, to:

     (a) Collateral. (i) Cause all of the owned and leased Real Properties and personal Property of each Transaction Party (other than Working Capital Priority Collateral and Excluded Property) to be subject at all times (other than as set forth in clauses (b) and (c) below) to first priority, perfected and, in the case of Real Properties (whether leased or owned), title insured, Liens in favor of the Administrative Agent, for the benefit of the Secured Hedge Counterparties, to secure the Secured Hedge Obligations pursuant to the terms and conditions of the Collateral Documents, or, with respect to Property acquired after the Restatement Effective Date, such other additional security documents as the Administrative Agent, in its own discretion or by direction of a Majority Vote Action, shall reasonably request, subject in any case to Permitted Liens, and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Lien of the Administrative Agent, for the benefit of the Secured Hedge Counterparties, thereunder) and other items of the types required to be delivered pursuant to Part 7(e)(3) of the Schedule to the Agreement and Paragraph 3.1(c) hereof, all in form, content and scope reasonably satisfactory to the Administrative Agent.

     (b) Certain Consents. On or before date that is 180 days from the Restatement Effective Date, provide the Administrative Agent with any (i) landlord or other third party lien waivers and (ii) third party consents related to the processes necessary to complete work-in-process fuel and specialty Inventory, in each case as required by the Administrative Agent and in form and substance substantially identical to those previously provided.

     (c) Certain Intellectual Property Matters. On or before date that is 60 days from the Restatement Effective Date, file or cause to be filed with the United States Patent and Trademark

- 5 -

Office such documentation as reasonably requested by the Administrative Agent so that applicable records correctly reflect the applicable Transaction Party’s ownership of all registered patents and trademarks (or applications therefore) listed on Schedule 3.6(c) hereto.

     (d) PP&E Proceeds Account. (i) Promptly (and in any event within two (2) Business Days) provide the Administrative Agent with notice of the occurrence of any Disposition of, or of any receipt of proceeds from an Involuntary Disposition of, Collateral, (ii) include with such notice an indication as to whether the Transaction Parties intend to apply all or any portion of such Net Cash Proceeds to make Eligible Reinvestments during the Application Period, and (iii) if the Transaction Parties so intend and the PP&E Proceeds Account has not already been established prior to the date of such notice, (A) promptly take such action as reasonably requested by the Administrative Agent to establish the PP&E Proceeds Account to hold such Net Cash Proceeds as required by Paragraphs 3.4 and 3.8 and Section 5(k) of the Security Agreement and (B) execute and deliver the PP&E Proceeds Account Control Agreement in the form attached to the Collateral Trust Agreement.

     3.7 Liens. No Transaction Party shall, nor shall they permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any Collateral, whether now owned or hereafter acquired, other than the following:

     (a) Liens granted to Aron (or the Administrative Agent on behalf of Aron) pursuant to any Collateral Document;

     (b) Liens granted to Secured Hedge Counterparties (other than Aron) pursuant to the Collateral Documents to secure Secured Hedge Obligations incurred pursuant to Paragraph 3.11, provided that such Secured Hedge Counterparty properly joined the Collateral Trust Agreement pursuant to the terms thereof;

     (c) Liens existing on the date hereof and listed on Schedule 3.7 hereto and any renewals or extensions thereof, provided that (i) the Property (or, in the case of fungible Property, any replacement thereof) covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased (other than for reasonable and customary transaction costs incurred in connection with such renewal or extension), and (iii) the direct or any contingent obligor with respect thereto is not changed, provided that (x) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Transaction Parties or Aron than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and (y) the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate (it being understood that it shall be deemed a permitted refinancing under this Paragraph 3.7(c) if funds, raised in a public offering of debt securities, are restricted to repayment of such Indebtedness, even if a period of up to thirty (30) days (or a longer period to the extent that such funds are escrowed pursuant to arrangements satisfactory to Aron) intervenes between the date such public offering closes and the date that the applicable Indebtedness is repaid from such funds);

- 6 -

     (d) Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

     (e) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the Ordinary Course of Business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established;

     (f) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

     (g) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the Ordinary Course of Business;

     (h) easements, rights-of-way, zoning restrictions and other similar encumbrances affecting real Property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

     (i) Liens securing judgments for the payment of money not constituting an Event of Default under Paragraph 4.4, and pre-judgment Liens created by or existing from any litigation or legal proceeding that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, for which adequate reserves have been made to the extent required by GAAP, and which would not, upon becoming Liens securing judgments for the payment of money, constitute an Event of Default under Paragraph 4.4;

     (j) Liens on Pledged Purchased Property securing Indebtedness secured by such Pledged Purchased Property; provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and the proceeds thereof (including insurance proceeds), (ii) the Indebtedness secured thereby does not exceed the cost or fair market value on the date of acquisition, whichever is lower, of the Property being acquired and (iii) such Liens attach to such Property concurrently with or within 90 days after the acquisition thereof;

     (k) Liens securing Acquisition Indebtedness on Property acquired pursuant to an Acquisition, or on the Property of a Subsidiary in existence at the time such Subsidiary is acquired pursuant to an Acquisition, provided that (i) such Acquisition Indebtedness was not incurred in connection with, or in anticipation or contemplation of such Acquisition, (ii) such Liens existed at the time such Person became a Subsidiary and were not created in connection with, or in contemplation or anticipation of, such Acquisition, and (iii) such Liens do not attach

- 7 -

to any other Property of Counterparty or any of its Subsidiaries that is included within the Collateral;

     (l) leases or subleases granted to others not interfering in any material respect with the business of any Consolidated Party;

     (m) any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

     (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

     (o) Liens deemed to exist in connection with investments in repurchase agreements described in clause (e) of the definition of Cash Equivalents;

     (p) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

     (q) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

     (r) Liens of sellers of goods to the Consolidated Parties arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in the Ordinary Course of Business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

     (s) customary setoff rights and related settlement procedures under any Swap Contract permitted to be incurred pursuant to Paragraph 3.11;

     (t) Liens arising in connection with (i) any lease of catalyst elements or precious metals necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business or (ii) any commodity leases for catalyst elements or precious metals necessary for the operation of the refinery assets of the Consolidated Parties in the Ordinary Course of Business and not for the purpose of speculation; provided, in each case, that such Liens do not encumber any Property other than the catalyst element or the commodity being leased, or any insurance proceeds of either of the foregoing; and

     (u) other Liens (other than Liens on any Real Property (including improvements thereon) or any Material Operating Unit, in each case that are part of or associated with any Refinery Property) securing Indebtedness or other obligations in an aggregate principal amount not to exceed $5,000,000 at any time outstanding.

     3.8 Disposition.

     (a) No Transaction Party shall, nor shall they permit any Subsidiary to, directly or indirectly, make any Disposition of Collateral other than an Excluded Disposition unless (i)(A) the consideration paid in connection therewith shall be in cash or Cash Equivalents, such

- 8 -

payment to be contemporaneous with consummation of such transaction, and shall be in an amount not less than the fair market value of the Property disposed of, (B) such transaction is not a Sale and Leaseback Transaction, (C) the aggregate fair market value of all operating assets sold or otherwise disposed of in such transactions after the Closing Date shall not exceed in respect of any single Disposition, $10,000,000, and with respect to all such Dispositions in any fiscal year, $20,000,000, (D) no later than five (5) Business Days prior to any such Disposition, Counterparty shall have delivered to Aron a certificate of a Responsible Officer of the General Partner specifying the anticipated date of such Disposition, briefly describing the assets to be sold or otherwise disposed of and setting forth the fair market value of such assets, the aggregate consideration and the Net Cash Proceeds to be received for such assets in connection with such Disposition, (E) the Transaction Parties shall, within the Application Period, apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Disposition to make Eligible Reinvestments in accordance with the terms of Paragraph 3.8(c), and (F) the Transaction Parties shall, pending final pending final application of the Net Cash Proceeds of any Disposition of Collateral to Eligible Reinvestments, deposit such proceeds (in excess of amounts already applied toward Eligible Reinvestments) in the PP&E Proceeds Account or (ii) such Disposition is (A) made to any Joint Venture and (B) meets the requirements set forth in clause (b) below.

     (b) A Disposition to a Joint Venture under clause (a)(ii) above shall be permitted if:

          (i) after giving effect to such Disposition, the fair market value of all Collateral Disposed of in all Dispositions on or after the Restatement Effective Date pursuant to clause (a)(ii) above does not exceed $25,000,000 in the aggregate (determined at the time each Disposition is made);

          (ii) Counterparty provides the Administrative Agent with a first priority, perfected Lien on substitute Collateral that (A) has a fair market value that is equal to or greater than the fair market value of the Collateral to be Disposed of, and (B) is otherwise reasonably acceptable to Aron;

          (iii) after giving effect to such Disposition, (A) all representations and warranties made by Counterparty hereunder shall be true and correct as if made immediately after such Disposition, and (B) no Event of Default or Potential Event of Default will exist with respect to Counterparty;

          (iv) no later than ten Business Days prior to the effective date of such Disposition, Counterparty has provided written notice to Aron:

               (A) identifying with specificity the Collateral that is to be Disposed and specifying the fair market value thereof and the method for determining such fair market value;

               (B) identifying with specificity the Collateral that is proposed as substitute Collateral and specifying the fair market value thereof and the method for determining such fair market value; and

               (C) certifying that that the conditions set forth in clauses (i), (ii)(A), (ii)(B), and (iii) above will be satisfied after giving effect to such proposed Disposition;

- 9 -

          (v) prior to or concurrently with such Disposition, Counterparty shall have (1) caused such substitute Collateral to be subject at all times to (x) a first priority, perfected and, in the case of Real Property, title insured, Liens in favor of the Administrative Agent, for the benefit of the Secured Hedge Counterparties and (y) such other additional security documents as the Administrative Agent or Aron shall reasonably request, and (2) delivered such other documentation as the Administrative Agent or Aron may reasonably request in connection with the foregoing, including appropriate UCC-1 financing statements, real estate title insurance policies, surveys, environmental reports, landlord’s waivers, certified resolutions and other organizational and authorizing documents, favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Lien of the Administrative Agent, for the benefit of the Secured Hedge Counterparties, thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent; and

          (vi) the effective date for such Disposition does not occur earlier than the perfection of the Lien of the Administrative Agent, for the benefit of the Secured Hedge Counterparties, on such substitute collateral.

     (c) Immediately upon the occurrence of an Involuntary Disposition Non-Reinvestment Event, Counterparty shall prepay the ABL Credit Facility in an aggregate amount equal to 100% of the Net Cash Proceeds of the related Involuntary Disposition not applied (or caused to be applied) by any Transaction Party during the related Application Period to make Eligible Reinvestments as contemplated by the terms of Paragraph 3.4.

     3.9 Organization Documents; Fiscal Year; Accounting Practices. No Transaction Party shall, nor shall they permit any Subsidiary to, directly or indirectly, permit any Consolidated Party to amend, modify or change its Organization Documents in a manner adverse to the interest of Aron.

     3.10 Ownership of Subsidiaries. Notwithstanding any other provisions of this Agreement to the contrary, no Transaction Party shall, nor shall they permit any Consolidated Party to, directly or indirectly, (a) permit any Person (other than (i) the MLP Parent to own any Capital Stock of the General Partner or the Limited Partner, (ii) the MLP Parent, the General Partner and the Limited Partner to own any Capital Stock of Counterparty, or (iii) Counterparty or any Wholly Owned Subsidiary of Counterparty) to own any Capital Stock of any Guarantor, except (A) to qualify directors where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of Capital Stock of Foreign Subsidiaries or (B) as a result of or in connection with a dissolution, merger, consolidation or disposition of a Guarantor not prohibited by Paragraphs 3.2 or 3.8(a); (b) permit the General Partner, the Limited Partner or any Guarantor to issue or have outstanding any shares of preferred Capital Stock; or (c) permit, create, incur, assume or suffer to exist any Lien on any Capital Stock of the General Partner, the Limited Partner or any Guarantor, except for Permitted Liens.

     3.11 Trading.

     (a) Counterparty shall not, and shall not permit any Consolidated Party to, create, incur, assume or permit to exist any obligation under any Swap Contract other than Hedge

- 10 -

Transactions. A “Hedge Transaction” is a Swap Contract that meets all of the following requirements: (i) the purpose of such Swap Contract is to protect one or more Consolidated Parties against currency, interest rate, commodity price, commodity availability or similar risks, in each case, reasonably expected to arise the Ordinary Course of Business of the Consolidated Parties, (ii) such Swap Contract (when aggregated with all other Trading Transactions under which any Consolidated Party is obligated) does not result in the Consolidated Parties being exposed to commodity prices or commodity volumes other than with respect to commodities and volumes of such commodities reasonably expected to be utilized or produced (as applicable) in the Ordinary Course of Business of the Consolidated Parties over the term of such Swap Contract, and (iii) such transaction entered into in the Ordinary Course of Business of the Consolidated Parties.

     (b) Counterparty shall not, and shall not permit any Consolidated Party to, create, incur, assume or permit to exist any Secured Hedge Obligation other than obligations arising under Hedge Transactions that meet all of the following requirements: (i) such Hedge Transaction relates to exposure of one or more Consolidated Parties to fluctuations in the price, availability or supply of a physical commodity used or produced in the Ordinary Course of Business by the Consolidated Parties, (ii) such Hedge Transaction does not result in material credit exposure of the counterparty thereto to any Consolidated Party either at the time such Hedge Transaction is entered into or upon the occurrence of any other event other than normal market price fluctuation in the price of the commodity traded under such Hedge Transaction, and (iii) either (A) such Hedge Transaction does not result in a Locked-in Loss, or (B) such Hedge Transaction does result in a Locked-in Loss but (1) the total amount of Locked-in Losses then outstanding (after giving effect to such Hedge Transaction) does not exceed U.S.$10,000,000 and the Locked-in Loss resulting from such Hedge Transaction is expected to be fully paid within twelve months. A “Locked-in Loss” is a fixed payment obligation owing from the Transaction Parties (on a consolidated basis) arising from the combined effect of two or more Hedge Transactions between any Transaction Party and any Secured Hedge Counterparty (or any Affiliate of a Secured Hedge Counterparty).

PARAGRAPH 4. ADDITIONAL EVENTS OF DEFAULT.

     Any of the following that has occurred and is continuing shall constitute an Event of Default:

     4.1 Specific Covenants (No Grace Period). Any Transaction Party fails to perform or observe any term, covenant or agreement contained in any of Paragraphs 3.1, 3.2, 3.4, 3.6, 3.7, 3.8, 3.9, 3.10 or 3.11.

     4.2 Specific Covenants (Grace Period). Any Transaction Party fails to perform or observe any term, covenant or agreement contained in Paragraph 3 (other than as provided in Paragraph 4.1 above) and such failure continues for fifteen (15) days after a Responsible Officer of a Transaction Party has knowledge thereof or receives written notice thereof from Aron, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by a Transaction Party; or

- 11 -

     4.3 Cross Default. (i) Any Transaction Party (A) fails to perform or observe (beyond the applicable grace period with respect thereto, if any) any Contractual Obligation if such failure could reasonably be expected to have a Material Adverse Effect, (B) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (C) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Counterparty or any Subsidiary of Counterparty is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Counterparty or any Subsidiary of Counterparty is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Counterparty or such Subsidiary as a result thereof is greater than the Threshold Amount; or

     4.4 Judgments. There is entered against the any Consolidated Party (i) any one or more final judgments or orders for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

     4.5 Invalidity of Transaction Documents; Guarantees. (i) Any provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Transaction Party or any other Person contests in any manner the validity or enforceability of any provision of any Transaction Document; or any Transaction Party denies that it has any or further liability or obligation under any Transaction Document, or purports to revoke, terminate or rescind any provision of any Transaction Document; or (ii) except as the result of or in connection with a dissolution, merger or disposition of a Subsidiary not prohibited by Paragraphs 3.2 or 3.8, the Subsidiary Guaranties given by each Guarantor or any provision thereof shall cease to be in full force and effect, or any Guarantor thereunder or any Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s obligations under its respective Subsidiary Guaranty, or any Guarantor shall default in the due performance

- 12 -

or observance of any term, covenant or agreement on its part to be performed or observed pursuant to its respective Subsidiary Guaranty; or

     4.6 ABL Credit Agreement. There shall occur and be continuing an “Event of Default” under (and as defined in) the ABL Credit Agreement; or

     4.7 Transaction Documents. There shall occur and be continuing an event of default under any of the other Transaction Documents (other than an event of default under any Mortgage Instrument that exists solely due to an underlying default under any other Secured Hedge Agreement in respect of obligations having an aggregate principal amount less than U.S.$5,000,000.00);

     4.8 Actions Against the Collateral. The Administrative Agent shall have been directed by a Majority Vote Action or an individual Secured Hedge Counterparty to exercise on behalf of itself and the Secured Hedge Counterparties any rights and remedies available to it and the Secured Hedge Counterparties under the Collateral Documents pursuant to Section 6.2(a) of the Collateral Trust Agreement; or

4.9 Change of Control. There occurs any Change of Control.

PARAGRAPH 5. OPTIONAL TERMINATION OF LIEN ANNEX

     5.1 Option to Terminate Lien Annex. Provided that no Potential Event of Default, Event of Default or Termination Event with respect to Counterparty is then in existence, Counterparty may terminate this Lien Annex at any time by providing prior written notice to Aron and the Administrative Agent, with the effective date of such termination (the “Lien Annex Termination Date”) being the date upon which Counterparty has posted any Eligible Collateral required to be posted in accordance with the Agreement after giving effect to such termination of the Lien Annex (as provided in the Credit Support Annex).

     5.2 Withdrawal from Collateral Trust Agreement. Promptly following the Lien Annex Termination Date, Aron shall, in accordance with Section 5.3 of the Collateral Trust Agreement, execute and deliver to the Administrative Agent a written agreement to withdraw from the Collateral Documents and cease to be a Secured Hedge Counterparty (except as provided in the Collateral Trust Agreement).

     5.3 Effect of Termination of Lien Annex. From and after the Lien Annex Termination Date, this Lien Annex shall have no further force and effect.

PARAGRAPH 6. SUBORDINATION AGREEMENT

     Aron and Counterparty hereby agree to negotiate in good faith the terms and conditions of a subordination and intercreditor agreement (including priority of Liens, enforcement of Liens, application of proceeds, turnover of payments, release of Liens, and the rights of secured parties under insolvency and liquidation proceedings), in form and substance substantially identical to those previously provided.

[Signature Page Follows]

- 13 -

IN WITNESS WHEREOF, the parties have executed this Lien Annex on the respective dates specified below effective on the date specified on the first page of this document.

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: CALUMET LP GP, LLC, Its General Partner
	By: Calumet Operating, LLC, its sole member
	By: Calumet Specialty Products Partner LP., its sole member
	By: Calumet GP, LLC, its general partner
/s/ Greg Agran Name: Grea Agran	Name:
Title: Managing Director	Title:
Date:	Date:

[Signature Page to Lien Annex]

IN WITNESS WHEREOF, the parties have executed this Lien Annex on the respective dates specified below effective on the date specified on the first page of this document.

J. ARON & COMPANY	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
Name:	/s/ R. Patrick Murray, II Name: R. Patrick Murray, II
Title:	Title: VP & CFO
Date:	Date:

     [Signature Page to Lien Annex]

EXHIBIT A

Defined Terms

     “ABL Obligations” has the meaning specified for the term “Obligations” in the ABL Credit Agreement.

     “Acquisition” means, with respect to any Person, the acquisition by such Person, in a single transaction or in a series of related transactions, of all of the Capital Stock or all or substantially all of the Property, or a business unit or product line, of another Person, whether or not involving a merger or consolidation with such other Person and whether for cash, property, services, assumption of Indebtedness, securities or otherwise.

     “Acquisition Indebtedness” means Indebtedness of a Person acquired pursuant to an Acquisition that becomes a Subsidiary (or Indebtedness assumed by a Consolidated Party pursuant to an Acquisition as a result of a merger or consolidation, or the acquisition of Property securing such Indebtedness), so long as (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Acquisition and (ii) the aggregate principal amount of all such Acquisition Indebtedness does not exceed the lower of (A) U.S.$50,000,000.00 and (B) the greater of (1) U.S.$25,000,000.00 and (2) 50% of the fair market value of all assets securing such Acquisition Indebtedness (with such fair market value being determined at the time such Person becomes a Subsidiary).

     “Administrative Agent” is defined in the Collateral Trust Agreement.

     “Application Period” means, in respect of the Net Cash Proceeds of any Disposition and/or Involuntary Disposition, the period of 545 days (or such earlier date as provided for reinvestment of the proceeds thereof under the ABL Credit Agreement) following receipt of such Net Cash Proceeds by any Consolidated Party.

     “Approved Counterparty” is defined in the Collateral Trust Agreement.

     “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

     “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

Exhibit A - 1

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.

     “Cash Equivalents” means, as at any date, (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) Dollar denominated time deposits and certificates of deposit of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from Standard & Poor’s is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than 270 days from the date of acquisition, (c) with respect to any Foreign Subsidiaries, (1) time deposits and customary short term investments with one of the three largest banks doing business in the jurisdiction in which the Foreign Subsidiary is conducting business, and (2) other short term investments customarily used by multinational corporations in the country in which the Foreign Subsidiary is doing business for the purpose of cash management, which investments have the preservation of capital as their primary objective, (d) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by Standard & Poor’s or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (e) repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations and (f) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to investments whose primary objective is the preservation of capital and whose investments are limited to “cash equivalents” as defined under GAAP.

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

“Change of Control” means the occurrence of any of the following events:

(a) (i) the Existing Partners shall fail to own beneficially, directly or indirectly, at least 30% of the outstanding Voting Stock of the MLP Parent;

     (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Existing Partners becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group

Exhibit A - 2

has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the outstanding Voting Stock of the MLP Parent; or

     (iii) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the MLP Parent cease to be composed of individuals (A) who were members of that board or equivalent governing body on the first day of such period, (B) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (A) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (C) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (A) and (B) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (B) and clause (C), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual contested solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors or equivalent governing body).

     (iv) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the MLP Parent, or control over the Voting Stock of the MLP Parent entitled to vote for members of the board of directors or equivalent governing body of the MLP Parent on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing 30% or more of the combined voting power of such securities; or

     (v) the MLP Parent shall fail to own, directly or indirectly, 100% of the outstanding Capital Stock of each of Counterparty, the General Partner and the New Limited Partner; or

     (b) the occurrence of a “Change of Control” (or any comparable term) under, and as defined in, the ABL Credit Agreement.

“Closing Date” means January 3, 2008.

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

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

Exhibit A - 3

     (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 Counterparty;

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

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

     (b) all proceeds (including, without limitation, casualty insurance proceeds) of the Property described in the foregoing clause (a);

provided, however, that the Collateral shall not include any Posted Credit Support (as defined in the Agreement), any Working Capital Priority Collateral or any Excluded Property.

     “Collateral Documents” means a collective reference to the Security Agreement, the Mortgage Instruments, the PP&E Proceeds Account Control Agreement and such other security documents as may be executed and delivered by the Transaction Parties pursuant to the terms of Paragraphs 3.5 and 3.6.

     “Collateral Trust Agreement” means the Collateral Trust Agreement dated April [__], 2011 by and among Counterparty, Bank of America, N.A., in its capacity as Administrative Agent on behalf of the Secured Hedge Counterparties, and the Secured Hedge Counterparties that are parties thereto from time to time.

     “Consolidated Parties” means the MLP Parent and the Subsidiaries of the MLP Parent, and “Consolidated Party” means any one of them.

     “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

     “Debtor Relief Laws” means the Bankruptcy Code of the United States, 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 other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

     “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of a stated grace period, or both, would be an Event of Default.

Exhibit A - 4

     “Disposition” or “Dispose” means any disposition (including pursuant to a Sale and Leaseback Transaction) of any or all of the Property of any Consolidated Party whether by sale, lease, licensing, transfer or otherwise; provided, however, that the term “Disposition” shall be deemed to exclude any Equity Issuance.

“Dollar” and “$” mean lawful money of the United States.

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

     “Eligible Reinvestment” means any acquisition (whether or not constituting a capital expenditure, but not constituting an Acquisition) of assets or any business (or any substantial part thereof) used or useful in the same or a similar line of business as Counterparty and its Subsidiaries were engaged in on the Restatement Effective Date (or any reasonable extensions or expansions thereof), provided that each case 100% of such assets or business constitute Collateral hereunder.

     “Environmental Laws” 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 Notice” means a notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or Hazardous Materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

     “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.

“ERISA” means the Employee Retirement Income Security Act of 1974.

     “Equity Issuance” means any issuance by any Consolidated Party to any Person of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants, (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity or the conversion of any class equity securities to any other class of equity securities or (d) any options or warrants relating to its Capital Stock. The term “Equity Issuance” shall not be deemed to include any Disposition.

     “Excluded Disposition” means, with respect to any Consolidated Party, any Disposition consisting of (a) the sale, lease, license, transfer or other disposition of Property in the Ordinary

Exhibit A - 5

Course of Business of such Consolidated Party, (b) the sale, lease, license, transfer or other disposition of obsolete or worn out Equipment, (c) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Transaction Party, provided that Counterparty and Guarantor shall cause to be executed and delivered such documents, instruments and certificates as Aron may request so as to cause Counterparty and Guarantors to be in compliance with the terms of Paragraph 3.4 after giving effect to such transaction, (d) the sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Transaction Party and (e) any Involuntary Disposition by such Consolidated Party; provided, however, that the term “Excluded Disposition” shall not include any Disposition to the extent that any portion of the proceeds of such Disposition would be required by the ABL Credit Agreement to be applied to the prepayment of any ABL Obligations unless such proceeds are used to make Eligible Reinvestments.

     “Excluded Property” means, with respect to any Transaction Party, including any Person that becomes a Transaction Party after the Restatement Effective Date, (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 on Schedule A(i) hereto, and any other leased real 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.

     “Existing Partners” means The Heritage Group, the Fehsenfeld and Grube Families and their respective Affiliates.

“FLSA” means the Fair Labor Standards Act of 1938, as amended.

     “Foreign Subsidiary” means any Subsidiary of a Consolidated Party that is not a Domestic Subsidiary.

     “GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

Exhibit A - 6

“General Partner” means Calumet LP GP, LLC, a Delaware limited liability company.

     “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).

     “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

     “Guarantors” means a collective reference to the MLP Parent, the General Partner, the Limited Partner, 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, and each other Person that subsequently becomes, or is required to become, a Guarantor by executing a Subsidiary Guaranty as contemplated by Paragraph 3.5, and “Guarantor” means any one of them. For the purpose of clarification, it is understood and agreed that the MLP General Partner is not, and shall not be required to become, a Guarantor.

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

Exhibit A - 7

     “Immaterial Subsidiary” means any Subsidiary of the MLP Parent which (a) for the most recent fiscal year of the Consolidated Parties had less than $5,000 of revenues and (b) as of the end of such fiscal year was the owner of less than $5,000 of assets, all as shown on the consolidated financial statements of Counterparty for such fiscal year. A list of all Immaterial Subsidiaries as of the Restatement Effective Date is set forth on Schedule A(ii) hereto.

     “Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to Property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the Ordinary Course of Business), (d) all obligations of such Person issued or assumed as the deferred purchase price of Property or services purchased by such Person (other than trade debt incurred in the Ordinary Course of Business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) the Attributable Indebtedness of such Person with respect to Capital Leases and Synthetic Lease Obligations, (g) all net obligations of such Person under Swap Contracts, (h) all direct and contingent reimbursement obligations in respect of letters of credit (other than trade letters of credit) and bankers’ acceptances, including, without duplication, all unreimbursed drafts drawn thereunder (less the amount of any cash collateral securing any such letters of credit or and bankers’ acceptances), (i) the principal component or liquidation preference of all Capital Stock issued by a Consolidated Party and which by the terms thereof could at any time prior to the date all Obligations have been satisfied be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, mandatory redemption or other acceleration, (j) the outstanding principal amount of all obligations of such Persons under Securitization Transactions, (k) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, Property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (l) all Guarantees of such Person with respect to Indebtedness of another Person and (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer to the extent such Indebtedness is recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. To the extent that the rights and remedies of the obligee of any Indebtedness are limited to certain property and are otherwise non-recourse to such Person, the amount of such Indebtedness shall be limited to the value of the Person’s interest in such property (valued at the higher of book value or market value as of such date of determination).

     “Intellectual Property” means all intellectual and similar Property of a Person, including inventions, designs, patents, patent applications, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, registrations and franchises; all books and records describing or used in connection with the foregoing; and all licenses or other rights to use any of the foregoing.

Exhibit A - 8

     “Intellectual Property Claim” means any claim or assertion (whether in writing, by suit or otherwise) that a Consolidated Party’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

     “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).

     “Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any Collateral, including, without limitation, any such event or occurrence that results in the receipt by any of the Consolidated Parties of insurance proceeds or other compensation that would be required by the ABL Credit Agreement to be applied either to make Eligible Reinvestments or to the prepayment of any ABL Obligations.

     “Involuntary Disposition Non-Reinvestment Event” means, with respect to any Involuntary Disposition, the failure of the Transaction Parties to apply (or cause to be applied) an amount equal to the Net Cash Proceeds of such Involuntary Disposition, if any, to make Eligible Reinvestments (including but not limited to the repair or replacement of the Property affected by such Involuntary Disposition) during the Application Period for such Involuntary Disposition, subject to the terms and conditions of Paragraph 3.8(c).

     “Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that, in no event shall any Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

     “Laws” means, collectively, 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.

     “License” means any license or agreement under which a Consolidated Party is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

     “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).

“Limited Partner” means Calumet Operating, LLC, a Delaware limited liability company.

Exhibit A - 9

     “Material Contract” means any agreement or arrangement to which a Consolidated Party is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities Law applicable to such Consolidated Party, including the Securities Act of 1933, as amended, (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect, or (c) that relates to Indebtedness of such Consolidated Party in an aggregate amount of $25,000,000 or more.

     “Material Operating Unit” means a unit of equipment that is integral to the processing or refining of either crude oil or other feedstocks into other types of products, and without which such processing or refining would not be possible.

“MLP General Partner” means Calumet GP, LLC a Delaware limited liability company.

     “MLP Parent” means Calumet Specialty Products Partners, L.P., a Delaware limited partnership.

     “Mortgage Instrument” means fully executed and notarized 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 any Transaction Party in each of the Mortgaged Properties.

     “Mortgaged Property” means Refinery Properties, the Terminal Property and each of the other Real Properties designated on Schedule A(iii) hereto as a Mortgaged Property, and “Mortgaged Properties” means all of the foregoing.

     “Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Consolidated Party in respect of any Disposition of Collateral or Involuntary Disposition of Collateral, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) Taxes paid or payable as a result thereof and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of Aron) on the related Property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any such Consolidated Party in any Disposition of Collateral or Involuntary Disposition of Collateral.

     “Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Transaction Party rising under any Transaction Document, in each case 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.

     “Operating Lease” means, as applied to any Person, any lease (including, without limitation, leases which may be terminated by the lessee at any time) of any Property (whether real, personal or mixed) which is not a Capital Lease other than any such lease in which that Person is the lessor.

Exhibit A - 10

     “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 Transaction Document).

     “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“OSHA” means the Occupational Safety and Health Act of 1970, as amended.

     “Permitted Liens” means, at any time, Liens in respect of Property of the Consolidated Parties permitted to exist at such time pursuant to the terms of Paragraph 3.7.

     “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 Restatement Effective Date by any Consolidated Party to finance fixed assets provided that (i) the aggregate amount of all such Indebtedness for all such Persons taken together does not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price or value of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing

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

     “PP&E Proceeds Account Control Agreement” means an agreement dated as of the Closing Date by and among Counterparty, Bank of America or an affiliate thereof, as depository institution or securities intermediary, as applicable, and the Administrative Agent or the Control Agent, in form and substance acceptable to the Administrative Agent and the Counterparty, and which provides the Administrative Agent or Control Agent, as applicable, with “control” as such term is used in the UCC, while also providing to Counterparty the ability to select investment options for the balance therein that provide customary rates of 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, a collective reference to each of the facilities and real Properties owned, leased or operated by the Consolidated Parties at such time.

Exhibit A - 11

     “Refinery Properties” means a collective reference to 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 located in Karns City, Pennsylvania and Dickinson, Texas and “Refinery Property” means any such facility.

     “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.

     “Royalties” means all royalties, fees, expense reimbursement and other amounts payable by a Consolidated Party under a License.

     “Sale and Leaseback Transaction” means any arrangement (other than a sale, lease or sale and leaseback with respect to any catalyst elements or precious metals) pursuant to which any Consolidated Party, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capital Lease, of any Property (a) which such Consolidated Party has sold or transferred (or is to sell or transfer) to a Person which is not a Consolidated Party or (b) which such Consolidated Party intends to use for substantially the same purpose as any other Property which has been sold or transferred (or is to be sold or transferred) by such Consolidated Party to another Person which is not a Consolidated Party in connection with such lease.

     “Secured Hedge Agreement” means this Agreement and any Swap Contract entered into by a Transaction Party for the purpose of managing its risk with respect to the market price of the commodity traded thereunder (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 becomes a Secured Hedge Counterparty at the time such Swap Contract is entered into.

     “Secured Hedge Obligation” means any obligation that is secured by any Lien granted pursuant to any Collateral Document.

     “Secured Hedge Counterparties” means Aron and each other Approved Counterparty that is an initial party to or properly joins the Collateral Trust Agreement pursuant to the terms thereof.

     “Securitization Transaction” means any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which Counterparty or any Subsidiary of Counterparty may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a third party financial institution or a special purpose subsidiary or Affiliate of

Exhibit A - 12

Counterparty, and such transaction involving a special purpose subsidiary or Affiliate is related to a second step sale to or other financing of such property by a third party financial institution.

“Security Agreement is defined in the Collateral Trust Agreement.

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

     “Subsidiary Guaranty” means the guaranty of all Obligations delivered to Aron by each current Guarantor as of the Restatement Effective Date and each future Guarantor in accordance with Paragraph 3.5, in each case, in form and substance reasonably acceptable to Aron.

     “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.

     “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

     “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

Exhibit A - 13

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 Counterparty and located in Burhnam, Illinois.

     “Transaction Document” means each of the Agreement (including each Confirmation entered into thereunder), each of the Collateral Documents, and each of the other Credit Support Documents of Counterparty, and “Transaction Documents” means all of the foregoing.

     “Transaction Parties” means, collectively, Counterparty and each Guarantor, and “Transaction Party” means any one of them. For the purpose of clarification, it is understood and agreed that the MLP General Partner is not, and shall not be required to become, a Transaction Party.

“United States” and “U.S.” mean the United States of America.

     “Voting Stock” means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

     “Wholly Owned Subsidiary” means, with respect to any Person, any other Person 100% of whose Capital Stock is at the time owned by such Person directly or indirectly through other Persons 100% of whose Capital Stock is at the time owned, directly or indirectly, by such Person.

“Working Capital Priority Collateral” means

     (a) all of the Capital Stock of each of the present and future Subsidiaries of Counterparty;

     (b) all of the following present and future Property of Counterparty:

     (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);

Exhibit A - 14

     (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).

Exhibit A - 15

SCHEDULE 2.3
to
Lien Annex

INSURANCE POLICIES

Transaction	Type of		Policy
Party	Policy	Policy Number	Period	Underwriter	Major Limits of Liability
Calumet GP, LLC, et al	Commercial General Liability	HDOG24942764	July 1, 2010 — July 1, 2011	ACE American Insurance Co.	General Aggregate Limit (other than products and completed operations aggregate) - $4,000,000
					products and completed operations - $4,000,000
					personal Injury & advertising Limit - $2,000,000
					Each occurrence limit - $2,000,000
					Damage to premises rented to you - $100,000
					Medical Expense limit - $5,000
Calumet GP, LLC, et al	Commercial Umbrella Liability	XOO —G25907917	July 1, 2010 — July 1, 2011	ACE Property & Casualty Insurance Co.	$15,000,000 each occurrence $15,000,000 aggregate $25,000 retained limit
Calumet GP, LLC, et al	Commercial Excess Liability	15972444         .	July 1, 2010 — July 1, 2011	Illinois National Insurance Co.	$25,000,000 each occurrence $25,000,000 general aggregate $25,000,000 products/completed operations Aggregate $10,000 Self Insured Retention $250,000 crisis response sublimit of insurance

Schedule 2.3 - 1

Transaction	Type of		Policy
Party	Policy	Policy Number	Period	Underwriter	Major Limits of Liability
Calumet GP, LLC, et al (includes all affiliated, associated, and subsidiary companies, corporations, partnerships and joint ventures)	Property Insurance	JLWM40I5 JLWM4016 B0180E110600	April 1, 2011 – April 1, 2012	Domestic, Lloyd’s & European Insurers Admitted & Non-Admitted	$450,000,000 combined limit of liability for property damage & Business Interruption & expense arising from any one occurrence

Schedule 2.3 - 2

SCHEDULE 2.4
to
Lien Annex

TAX SHARING AGREEMENTS

None.

Schedule 2.4

SCHEDULE 3.7
to
Lien Annex

EXISTING LIENS

Transaction Party	Jurisdiction	Lien
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 200800005913422 — equipment financing
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 200800009734134 — equipment financing
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 200300005861520— equipment financing
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2204524; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2242070; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2253607; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2266531; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2283288; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2283289; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2290601; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2298165; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2299456; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2304450; continuation filed — Railcars
Calumet Lubricants Co., Limited Partnership	Indiana Sec. of State	File No. 2312721; continuation filed — Railcars

Schedule 3.7 - 1

Transaction Party	Jurisdiction	Lien
Calumet Lubricants Co.,Limited Partnership	Indiana Sec. of State	File No. 2319096 — Railcars
Calumet Lubricants Co.,Limited Partnership	Indiana Sec. of State	File No. 2328363 — Railcars
Calumet Lubricants Co.,Limited Partnership	Indiana Sec. of State	File No. 200500011032024; amendment and continuation filed - Revolving Credit Facility
Calumet Specialty Products Partners, L.P.	Delaware Sec. of State	File No. 60391326; amendment and continuation filed – Revolving Credit Facility
Calumet LP GP, LLC	Delaware Sec. of State	File No. 60391300; amendment and continuation filed – Revolving Credit Facility
Calumet Operating, LLC	Delaware Sec. of State	File No. 60391318; amendment and continuation filed – Revolving Credit Facility
Calumet Shreveport, LLC	Indiana Sec. of State	File No. 200500011032579; amendment and continuation filed Revolving Credit Facility
Calumet Shreveport Lubricants & Waxes, LLC	Indiana Sec. of State	File No. 200500011032791; amendment and continuation filed - Revolving Credit Facility
Calumet Shreveport Fuels, LLC	Indiana Sec. of State	File No. 200500011033378; amendment and continuation filed - Revolving Credit Facility
Calumet Sales Company Incorporated	Delaware Sec. of State	File No. 60391292; amendment and continuation filed – Revolving Credit Facility
Calumet Penreco, LLC	Delaware Sec. of State	File No. 20080037646; amendment filed — Revolving Credit Facility

Schedule 3.7 — 2

SCHEDULE A(i)
to
Lien Annex

CERTAIN EXCLUDED PROPERTY

Location	Type
2780 Waterfront Parkway E. Drive Suite 200 Indianapolis, Indiana 46214	Leased
Penreco Corporate Offices 8701 New Trails Drive, Suite 175 The Woodlands, TX 77381	Leased

Schedule A(i)

SCHEDULE A(ii)
to
Lien Annex

IMMATERIAL SUBSIDIARIES

Calumet Finance Corp., a Delaware Corporation

Schedule A(ii)

SCHEDULE A(iii)
to
Lien Annex

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 l 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

Schedule A(iii)

Execution Copy

AMENDMENT NO. 1

Effective as of April 21, 2011

TO

LIEN ANNEX
(the “Lien Annex”)
to the Amended and Restated Schedule
dated as of April 21, 2011
to the ISDA MASTER AGREEMENT
dated as of March 17, 2006 (the “Agreement”)

between

J. ARON & COMPANY,
a general partnership organized under the laws of the State of New York
(“Aron”)

And

CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP,
a limited partnership organized under the laws of the State of Indiana
(“Counterparty”)

          This Amendment No. 1 (this “Amendment”) to the Lien Annex supplements, forms part of and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under the Agreement with respect to Counterparty.

          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, in order to correctly set forth their intent as of April 21, 2011, as follows:

Section 1.1 The defined term “Working Capital Priority Collateral” in Exhibit A to the Lien Annex 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 MLP Parent;
(b)	all of the following present and future Property of (I) MLP Parent or (II) any present or future Subsidiary of MLP Parent (including all Transaction Parties):

- 1 -

          (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;

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

Section 1.2 Effect on Agreement and Related Documents.

          (a) Except as amended herein, the Agreement, Lien Annex, Schedules and Credit Support Documents shall remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of Aron’s rights under such documents, as amended.

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

[remainder of page intentionally left blank]

2

IN WITNESS WHEREOF, the parties have executed this Amendment on the respective dates specified below effective on the date specified on the first page of this document.

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By:	CALUMET LP GP, LLC, Its General Partner
	By:	Calumet Operating, LLC, its sole member
	By:	Calumet Specialty Products Partner LP., its sole member
	By:	Calumet GP, LLC, its general partner

/s/ Colleen Foster		/s/ R. Patrick Murray, II
Name:	Colleen Foster	Name:	R. Patrick Murray, II
Title:	Managing Director	Title:	Vice President and Chief Financial Officer
Date:	06/23/2011	Date:	06/23/2011

[Signature Page to Amendment No. 1 to Lien Annex]

Execution Version

PARAGRAPH 13 TO THE CREDIT SUPPORT ANNEX

to the Schedule to the
Master Agreement
dated as of March 17,2006

Amended and Restated as of April 21, 2011

between

J.ARON & COMPANY (“Aron”)

and

CALUMET LUBRICANTS CO. LIMITED PARTNERSHIP
(“Counterparty”).

Paragraph 13. Elections and Variables

(a) Security Interest for “Obligations”. The term “Obligations” as used in this Annex includes the following additional obligations:

     With respect to Aron.: Not applicable.

     With respect to Counterparty: Not applicable.

(b) Credit Support Obligations.

     (i) Delivery Amount, Return Amount and Credit Support Amount.

(A) “Delivery Amount” has the meaning specified in Paragraph 3(a).

(B) “Return Amount”. (1) Prior to the date that the Lien Annex to the Schedule to the Agreement is terminated in accordance with the provisions of Paragraph 5.1 thereof, “Return Amount” (x) means zero as long as the Credit Support Amount is greater than U.S.$145,000,000.00 and less than or equal to U.S.$150,000,000.00 (y) has the meaning specified in Paragraph 3(b) as long as the Credit Support Amount is equal to or less than U.S.$145,000,000.00 or greater than U.S.$150,000,000.00, and (2) from and after the date that the Lien Annex to the Schedule to the Agreement is terminated in accordance with the provisions of Paragraph 5.1 thereof, “Return Amount” has the meaning specified in Paragraph 3(b).

(C) “Credit Support Amount” has the meaning specified in Paragraph 3.

     (ii) Eligible Collateral. The following items will qualify as “Eligible Collateral” for the party specified:

1

		Counterparty	Valuation Percentage
(A)	Cash
		[X]		100	%
(B)	Letters of credit from an Eligible Financial Institution in the form set forth in Attachment A hereto or such other form acceptable to Aron	[X]		100	%

     (iii) Other Eligible Support. The following items will qualify as “Other Eligible Support” for the party specified: None.

     (iv) Thresholds.

(A)	“Independent Amount” means with respect to Counterparty: U.S.$25,000,000.00.
	“Independent Amount” means with respect to Aron: None.
(B)	“Threshold” means with respect to Counterparty: Prior to the date that the Lien Annex to the Schedule to the Agreement is terminated in accordance with the provisions of Paragraph 5.1 thereof, U.S.$150,000,000.00, and from and after such date, U.S.$25,000,000.00.
	“Threshold” means with respect to Aron: not applicable; it being understood that Aron shall only be a Secured Party hereunder and not a Pledgor and shall be under no obligation to Transfer collateral hereunder.
(C)	“Minimum Transfer Amount” means with respect to Counterparty and Aron: U.S.$250,000, provided, however, that if an Event of Default has occurred and is continuing with respect to a party, the Minimum Transfer Amount with respect to such party shall be zero.
(D)	Rounding. The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of U.S.$10,000, respectively.

(c) Valuation and Timing.

(i)	“Value” with respect to Eligible Credit Support shall be the “Value” thereof determined in accordance with the definition of such term in Part 7 of the Schedule to the Agreement.
(ii)	“Valuation Agent” means, for the purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and for the purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable; provided, however, that, in all cases, if an Event of Default has occurred and is continuing with respect to the party designated as the

2

	Valuation Agent, then in such case, and for so long as the Event of Default continues, the Non-Defaulting Party (either Aron or Counterparty) will be the Valuation Agent.
(iii)	“Valuation Date” means each New York Business Day (as defined below) which, if treated as a Valuation Date, would result in a Delivery Amount or a Return Amount. A notice of the Valuation Agent’s calculations may be combined with a demand for a Delivery Amount or a Return Amount.
(iv)	“Valuation Time” means the close of business in New York City on the Valuation Date; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.
(v)	“Notification Time” means 12:00 noon, New York time, on a New York Business Day. Notwithstanding Paragraph 4(b), if on any New York Business Day a demand for Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made by the close of business on that New York Business Day and if any such demand is made after the Notification Time, the relevant Transfer will be made by the close of business on the next New York Business Day.
(vi)	“New York Business Day” means a Local Business Day in New York City.

(d) Conditions Precedent and Secured Party’s Rights and Remedies. For the purposes of Paragraphs 8(a)(2) and 8(b), each Termination Event for which all Transactions are Affected Transactions will constitute a Specified Condition. For all other purposes of this Annex, the following Termination Event(s) will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party):

	Aron	Counterparty
Illegality
Tax Event	[ X ]	[ X ]
Tax Event Upon Merger	[  ]	[  ]
Credit Event Upon Merger	[ X ]	[ X ]
Additional Termination Event(s):	[ X ]	[ X ]

(e) Substitution.

(i)	“Substitution Date” has the meaning specified in Paragraph 4(d)(ii).
(ii)	Consent. If specified here as applicable, then the Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d): Inapplicable.

(f) Dispute Resolution.

(i) “Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which notice of the dispute is given under Paragraph 5.

3

(ii)

For purposes of Paragraphs 5(i)(c) and 5(ii), disputes over Value will be resolved by the Valuation Agent seeking three mid-market quotes as of the relevant Valuation Date or date of Transfer from parties that regularly act as dealers in the securities or other property in question. The Value will be the arithmetic mean of the quotes received by the Valuation Agent.

(iii)

The provisions of Paragraph 5 will apply; provided, however, that, pending the resolution of the dispute, Transfer of the undisputed Value of Eligible Credit Support or Posted Credit Support involved in the relevant demand will be due as provided in paragraph 5 if the demand is given by the Notification Time but will be due on the Second Local Business Day after the demand if the demand is given after the Notification Time. The parties agree that the mechanisms herein providing for resolution of disputes shall not be used if the amount in dispute does not exceed U.S.$500,000.

(g) Holding and Using Posted Collateral.

(i) Eligibility to Hold Posted Collateral; Custodians. Aron and its Custodian will be entitled to hold Posted Collateral pursuant to Paragraph 6(b); provided that the following conditions applicable to it are satisfied:

(A) Aron is not a Defaulting Party and there is no Specified Condition that has occurred or is continuing with respect to Aron.

(B) Posted Collateral may be held only in the United States.

Initially, the Custodian for Aron is Goldman Sachs & Co.

(ii) Use of Posted Collateral. The provisions of Paragraph 6(c) will apply to each party.

(h) Distributions and Interest Amount.

(i) Interest Rate. The “Interest Rate” will be the Federal Funds (Effective) rate minus 25 basis points as displayed on Telerate page 120. Notwithstanding anything herein to the contrary, each calendar month shall be an “Interest Period.”

(i) Transfer of Interest Amount. The Transfer of the Interest Amount will be made on the third New York Business Day following the end of each Interest Period and on termination pursuant to Section 6 of this Agreement.

(ii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(i) Additional Representations. None.

(j) Other Eligible Support and Other Posted Support. Not applicable.

(k) Demands and Notices.

4

All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

Aron:	as specified in Part 4 of the Schedule to the Agreement.
Counterparty:	as specified in Part 4 of the Schedule to the Agreement.

(l)  Addresses for Transfers.

Aron:	as notified in writing from time to time.
Counterparty:	as notified in writing from time to time.

(m) Other Provisions.

(i)	In Paragraph 4(d)(ii), the phrase “(or less than, but as close as practicable to)” shall be inserted in the second-to-last line after the words “equal to.”
(ii)	Paragraph 7 is amended as follows: In clause (iii), the words “under this Annex” are inserted on line 1 after the words “or obligation” and the reference to “30 days” shall be “15 days.”
(iii)	Paragraph 8(a) is amended as follows: In the second line, the words “Early Termination Period has commenced or an” are inserted before the term “Early Termination Date,” and on the fourth-from-last line. the words “or commodities” are inserted after the phrase “in the form of securities.”
(iv)	Paragraph 1(b) is deleted and replaced by the following:

     “(b) Secured Party and Pledgor. All references in this Annex to the ‘Secured Party’ will be to Aron and all corresponding references to the ‘Pledgor’ will be to Counterparty; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as beneficiary thereof to provisions of law generally relating to security interest and secured parties.”

(v) Modifications to Paragraph 12. The following definitions of “Pledgor” and “Secured Party” are substituted for the definitions of those terms contained in Paragraph 12 of this Annex:

     “Pledgor” means Counterparty, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

     “Secured Party” means Aron, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Collateral.

5

(vi) Counterparty, Aron and Goldman, Sachs & Co. (“GS&Co.”) hereby agree that Posted Credit Support may be held by GS&Co. as agent and securities intermediary on behalf of Aron. Counterparty acknowledges and GS&Co. agrees that GS&Co. will take only such actions with respect to such Posted Credit Support as Aron shall direct (including, but not limited to, instructions from Aron directing transfer of Posted Credit Support in circumstances prescribed by the provisions of this Annex), and in no event shall any consent of Counterparty be required for the taking of any such action by GS&Co.

[remainder of page left intentionally blank]

6

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: CALUMET LP GP, LLC, Its general partner
	By: Calumet Operating, LLC, its sole member
	By: Calumet Specialty Products Partner LP., its sole member
	By: Calumet GP, LLC, its general partner
/s/ Greg Agran
Name: Greg Agran	Name:
Title: Managing Director	Title:
Date:	Date:

[Signature Page to Paragraph 13 of the CSA]

J. ARON & COMPANY	CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP
	By: Calumet LP GP, LLC, its general partner
	By: Calumet Operating, LLC, its sole member
	By: Calumet Specialty Products Partner, LP., its sole member
	By: Calumet GP, LLC, its general partner
	/s/ R. Patrick Murray, II
Name:	Name: R. Patrick Murray, II
Title:	Title: VP & CFO
Date:	Date:

[Signature Page to Paragraph 13 of the CSA]

Attachment A

Form of Letter of Credit

IRREVOCABLE STANDBY LETTER OF CREDIT

[Insert Issuing Bank Letterhead]

[DATE]

          IRREVOCABLE STANDBY LETTER OF CREDIT NO. [____]

          [Insert Name of Party B]

          [Insert Party B Address]

          Ladies and Gentlemen:

          At the request, on the instructions and for the account of Calumet Lubricants Co., Limited Partnership, a limited liability company organized under the laws of the State of Indiana (the “Company”), we hereby establish this Irrevocable Standby Letter of Credit No. _________________, (this “Letter of Credit”) for a sum not exceeding _________________ (the “Stated Amount”) in your favor, effective immediately and expiring at (i) 4:00 p.m., New York City time on _________ [insert month and year], or (ii) any automatic extension period provided for in the next paragraph (the dates referred to in the foregoing clauses (i) and (ii) being hereinafter referred to as the “Expiration Date”).

          This Letter of Credit shall be automatically extended without amendment from the current expiry date for a period of one year and from each successive future expiry date for additional one year periods unless we notify you in writing, registered mail, return receipt requested, or overnight courier service (to the above addressee or the transferee at the address set forth in Annex B) at least 90 days prior to the then current expiry date, that we elect not to extend this Letter of Credit; provided, however, that the Expiration Date shall not be extended beyond _________________ (the “Final Expiry Date”). If any expiry date for this Letter of Credit falls on a day which is not a Business Day, this Letter of Credit shall expire on the next succeeding Business Day. The term “Business Day” means any day other than a Saturday, Sunday or a legal holiday in the State of New York or a day on which banks in New York, New York are authorized or required to be closed. Upon your request, we agree to deliver a notice confirming the automatic extended expiration date.

          Multiple and partial drawings are permitted hereunder; provided, however, that the aggregate drawing amount does not exceed the Stated Amount, and each such partial drawing shall reduce the then available balance of this Letter of Credit.

          Subject to the foregoing and the further provisions of this Letter of Credit, a demand for payment may be made by you by presentation to us at [_________________], of your drawing certificate in the form of Annex A attached hereto. Such certificate, which forms an integral part of this Letter of

Form of Letter of Credit - 1

Credit. shall have all blanks appropriately filled in and shall be signed by one of your officers (each an “Authorized Officer”), and delivered along with this Letter of Credit to us.

          Demand for payment may be made by you under this Letter of Credit prior to the Expiration Date hereof at our address set forth above on any Business Day. If demand for payment is made by you hereunder on a Business Day on or prior to 1:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the next immediately succeeding Business Day. If demand for payment is made by you hereunder on a Business Day after 1:00 p.m., New York time, and your drawing certificate conforms to the terms and conditions hereof, payment shall be made to you on the second immediately succeeding Business Day.

          Demands for payment hereunder honored by us shall not, in the aggregate, exceed the Stated Amount in effect at the time, and each such drawing shall reduce pro tanto the Stated Amount of this Letter of Credit.

          Upon the earliest of (i) the honoring by us of the final drawing of all amounts available hereunder, and (ii) the Expiration Date hereof, this Letter of Credit shall automatically terminate.

          This Letter of Credit sets forth in full the terms of our undertaking. and this undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit relates, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement.

          This Letter of Credit is transferable in whole, but not in part, in connection with an assignment of your entire right, title and interest in and to, and all of your obligations under, the ISDA Master Agreement, dated as of March 17, 2006, by and between J. Aron & Company and the Company, all schedules and annexes thereto and each confirmation and cover sheet issued thereunder (the “Agreement”) upon delivery to us of this Letter of Credit accompanied by a properly completed Notice of Transfer in the form of Annex B attached hereto. This Letter of Credit will not be transferred to any entity or person who is subject to sanctions issued by the U.S. Department of Commerce or to whom such transfer is prohibited by the Foreign Assets Control Regulations or any other United States regulations or laws. Upon such presentation and payment of our transfer charges in the amount of $500.00, we shall forthwith endorse such transfer on the reverse hereof to the transferee designated in such Notice. Upon any transfer of this Letter of Credit, all references herein, and in any annex hereto, to “you” and to the “Beneficiary” shall refer to the transferee designated in the notice delivered to us in the form of Annex B.

          We shall not be responsible for the content or verification of any statement presented pursuant to this Letter of Credit nor the authorization of any signer of any such statement.

          Upon the payment to you or your account of the amount specified in the drawing certificate, we shall be fully discharged on our obligation under this Letter of Credit with respect

Form of Letter of Credit - 2

to such drawing, and we shall not thereafter be obligated to make any further payments under this Letter of Credit in respect of such drawing to you or to any other person.

          All charges related to this Letter of Credit are for the Company’s account.

          This Letter of Credit shall be governed by, and construed in accordance with, the terms of the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 600 (the “Uniformed Customs”). If this credit expires during an interruption of business as described in Article 17 of said Uniform Customs, the bank hereby specifically agrees to effect payment if the credit is drawn against within 10 days after the resumption of our business. As to matters not governed by the Uniform Customs, this Letter of Credit shall be governed by and construed in accordance with Article 5 of the Uniform Commercial Code as in effect in the State of New York.

          Communications with respect to this Letter of Credit shall be in writing and be addressed to us at [          ], specifically referring to the number of this Letter of Credit.

Very truly yours,
[		]
By:
	Title:

Form of Letter of Credit - 3

Annex A

DRAWING CERTIFICATE

[Insert Name of Issuing Bank]

[Insert Address of Issuing Bank]

Ladies and Gentlemen:

     [___________________] (the “Beneficiary”) hereby certifies to [_____________] (the “Bank”), with reference to the Bank’s Irrevocable Standby Letter of Credit No. [_____] dated [___________________ ] (the “Letter of Credit”) in favor of [_________] or the transferee of the Letter of Credit.) that:

     1. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Letter of Credit.

     2. The Beneficiary is making a demand for payment under the Letter of Credit for the sum of $[__________], which amount does not exceed either (i) the current Stated Amount of the Letter of Credit, or (ii) the undrawn portion of the Letter of Credit.

     3. An Event of Default, Specified Condition or Letter of Credit Default (each as defined in the Agreement) has occurred and is continuing with respect to the Company.

     4. A copy of this certificate has, concurrently with the delivery hereof to the Bank, been sent by telecopy and by email to the chief financial officer and to the chief executive officer of the Company, using the telecopy and email information last provided to the Beneficiary by the Company.

     5. You are hereby directed to pay the amount so demanded to: [Insert wire transfer instruction with respect to bank account of the beneficiary of the Letter of Credit].

     IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the [_________] day of [month], [year].

Very truly yours,
[		]
By:
	Title:

Annex A

Annex B

NOTICE OF TRANSFER

[Insert Name of Issuing Bank]

[Insert Address of Issuing Bank]

Attention: Letter of Credit Unit

Ladies and Gentlemen:

     [                                             ] (the “Transferor”) hereby provides this

     Notice of Transfer to [                              ] (the “Bank”), with reference to the Bank’s Irrevocable Standby Letter of Credit No. [             ] dated [                       ] (the “Letter of

     Credit”) in favor of[ ] or the transferee of the Letter of Credit.) that:

     1 Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Letter of Credit.

     2. Transferor has transferred its entire right, title and interest in and to the Letter of Credit which is attached hereto, to [            ] (the “Transferee”), and you are hereby requested to endorse the Letter of Credit to the Transferee as the new Beneficiary thereof. Transferor, by execution and delivery of this Notice of Transfer, hereby certifies that the transfer of the Letter of Credit has been made in connection and coincident with the assignment to the Transferee by Transferor of Transferor’s entire right, title and interest in and to, and all of its obligations under, the Agreement.

     3 By this transfer all our rights as the transferor, including all rights to make drawings under the Letter of Credit, go to the Transferee. The Transferee shall have sole rights as beneficiary, whether existing now or in the future, including sole rights to agree to any amendments, including increases or extensions or other changes. All amendments will be sent directly to the transferee without the necessity of consent by or notice to us.

     We enclose the original Letter of Credit and any amendments. Please indicate your acceptance of our request for the transfer by endorsing the Letter of Credit and sending it to the Transferee with your customary notice of transfer.

For your transfer fee of $500.00

* Enclosed is our check for $___________________________.

* You may debit my/our Account No._________________.

We also agree to pay you on demand any expenses which may be incurred by you in connection

Annex B

with this transfer.

The signature and title at the right conform with those shown in our files as authorized to sign for the beneficiary. Policies governing signature authorization as required for withdrawals from customer accounts shall also be applied to the authorization of signatures on this form. The authorization of the Beneficiary’s signature and title on this form also acts to certify that the authorizing financial institution (i) is regulated by a U.S. federal banking agency; (ii) is implemented anti-money laundering policies and procedures that comply with applicable requirements of law, including a Customer Identification Program (CIP) in accordance with Section 326 of the USA PATRIOT Act; (iii) has approved the Beneficiary under its anti-money laundering compliance program; and (iv) acknowledges that we are relying on the foregoing certifications pursuant to 31 C.P.R. Section 103.121 (b)(6).

______________________________________

NAME OF BANK

______________________________________

AUTHORIZED SIGNATURE AND TITLE

______________________________________

PHONE NUMBER

______________________________________

NAME OF TRANSFEROR

______________________________________

NAME OF AUTHORIZED SIGNER AND TITLE

______________________________________

AUTHORIZED SIGNATURE

Annex B

EX-10.2

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.

- 1 -

          “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.

2

          “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

3

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

4

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

5

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.

6

          “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).

7

          “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

8

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).

9

          “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

10

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:

11

          (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.

12

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

14

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.

17

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.

21

          (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, 7^th 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]

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, F. William Grube, certify that:

1.	I have reviewed this Quarterly Report of Calumet Specialty Products Partners, L.P. (the “registrant”) on Form 10-Q for the quarter ended June 30, 2011;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2011

/s/ F. William Grube  

F. William Grube 

Chief Executive Officer and Vice Chairman of
the Board of Calumet GP, LLC, general partner
of Calumet Specialty Products Partners, L.P.
(Principal Executive Officer) 

60

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, R. Patrick Murray, II, certify that:

1.	I have reviewed this Quarterly Report of Calumet Specialty Products Partners, L.P. (the “registrant”) on Form 10-Q for the quarter ended June 30, 2011;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2011

/s/ R. Patrick Murray, II  

R. Patrick Murray, II 

Vice President, Chief Financial Officer and
Secretary of Calumet GP, LLC, general partner
of Calumet Specialty Products Partners, L.P.
(Principal Financial Officer) 

61

EX-32.1

Exhibit 32.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Calumet Specialty Products Partners, L.P. (the “Partnership”) on Form 10-Q for the quarter ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of F. William Grube, Chief Executive Officer and Vice Chairman of the Board of Calumet GP, LLC, the general partner of the Partnership (the “General Partner”), and R. Patrick Murray, II, Vice President, Chief Financial Officer and Secretary of the General Partner, hereby certifies that:

(a)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(b)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ F. William Grube  

F. William Grube 

Chief Executive Officer and Vice Chairman of
the Board of Calumet GP, LLC, general partner
of Calumet Specialty Products Partners, L.P.
(Principal Executive Officer) 

August 8, 2011

/s/ R. Patrick Murray, II  

R. Patrick Murray, II 

Vice President, Chief Financial Officer and
Secretary of Calumet GP, LLC, general partner of
Calumet Specialty Products Partners, L.P.
(Principal Financial Officer) 

August 8, 2011

62

XML



Condensed Consolidated Balance Sheets (Parenthetical)	Jun. 30, 2011	Dec. 31, 2010
Partners' capital:
Limited partners interest units issued	39,779,778	35,279,778
Limited partners interest units outstanding	39,779,778	35,279,778

XML



Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements of Operations [Abstract]
Sales	$ 733,770	$ 514,652	$ 1,339,010	$ 999,269
Cost of sales	683,205	465,033	1,241,581	917,974
Gross profit	50,565	49,619	97,429	81,295
Operating costs and expenses:
Selling, general and administrative	10,467	8,321	20,995	15,491
Transportation	22,691	19,956	45,766	40,202
Taxes other than income taxes	1,203	1,098	2,563	2,123
Insurance recoveries	(7,910)		(8,698)
Other	703	480	1,238	808
Operating income	23,411	19,764	35,565	22,671
Other income (expense):
Interest expense	(10,544)	(7,277)	(18,025)	(14,711)
Debt extinguishment costs	(15,130)		(15,130)
Realized loss on derivative instruments	(2,370)	(5,297)	(1,984)	(5,858)
Unrealized loss on derivative instruments	(3,124)	(8,008)	(3,541)	(15,766)
Other	274	9	103	(50)
Total other expense	(30,894)	(20,573)	(38,577)	(36,385)
Net loss before income taxes	(7,483)	(809)	(3,012)	(13,714)
Income tax expense	168	98	438	260
Net loss	(7,651)	(907)	(3,450)	(13,974)
Allocation of net loss:
Net loss	(7,651)	(907)	(3,450)	(13,974)
Less:General partner's interest in net loss	(153)	(18)	(69)	(279)
Less:Holders of incentive distribution rights
Net loss available to limited partners	$ (7,498)	$ (889)	$ (3,381)	$ (13,695)
Weighted average limited partner units outstanding - basic and diluted	39,886	35,359	38,373	35,355
Limited partners' interest basic and diluted net loss per unit	$ (0.19)	$ (0.03)	$ (0.09)	$ (0.39)
Cash distributions declared per limited partner unit	$ 0.495	$ 0.455	$ 0.97	$ 0.91

XML



Document and Entity Information (USD $) In Millions, except Share data	6 Months Ended
	Jun. 30, 2011	Aug. 08, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	Calumet Specialty Products Partners, L.P.
Entity Central Index Key	0001340122
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 283.2
Entity Common Stock, Shares Outstanding		39,779,778

XML



Derivatives

6 Months Ended

Jun. 30, 2011

Derivatives [Abstract]

Derivatives

6. Derivatives

     The Company utilizes derivative instruments to minimize its price risk and volatility of cash flows associated with the purchase of crude oil and natural gas, the sale of fuel products and interest payments. The Company employs various hedging strategies, which are further discussed below. The Company does not hold or issue derivative instruments for trading purposes.

     The Company recognizes all derivative instruments at their fair values (see Note 8) as either assets or liabilities on the condensed consolidated balance sheets. Fair value includes any premiums paid or received and unrealized gains and losses. Fair value does not include any amounts receivable from or payable to counterparties, or collateral provided to counterparties. Derivative asset and liability amounts with the same counterparty are netted against each other for financial reporting purposes. The Company recorded the following derivative assets and liabilities at their fair values as of June 30, 2011 and December 31, 2010:

	Derivative Assets				Derivative Liabilities
	June 30, 2011		December 31, 2010		June 30, 2011			December 31, 2010
Derivative instruments designated as hedges:
Fuel products segment:
Crude oil swaps	$	—	$	—	$	126,090		$	134,916
Gasoline swaps		—		—		(12,815	)		(14,149	)
Diesel swaps		—		—		(75,698	)		(53,744	)
Jet fuel swaps		—		—		(173,134	)		(96,556	)
Interest rate swaps:		—		—		—			(2,681	)
Total derivative instruments designated as hedges		—		—		(135,557	)		(32,214	)
Derivative instruments not designated as hedges:
Fuel products segment:
Jet fuel crack spread collars (1)		—		—		—			20
Specialty products segment: (2)
Crude oil collars		—		—		—			—
Natural gas swaps		—		—		—			—
Crude oil swaps		—		—		—			662
Interest rate swaps: (3)		—		—		(2,328	)		(1,282	)
Total derivative instruments not designated as hedges		—		—		(2,328	)		(600	)
Total derivative instruments	$	—	$	—	$	(137,885	)	$	(32,814	)

(1)	The Company entered into jet fuel crack spread collars, which do not qualify for hedge accounting, to economically hedge its exposure to changes in the jet fuel crack spread.
(2)	The Company enters into combinations of crude oil options and swaps and natural gas swaps to economically hedge its exposures to price risk related to these commodities in its specialty products segment. The Company has not designated these derivative instruments as hedges.

(3) The Company refinanced its long-term debt in April 2011 and, as a result, all of its interest rate swaps that were designated as a cash flow hedge for the interest payments under the previous debt agreement are no longer designated as hedges.

     To the extent a derivative instrument is determined to be effective as a cash flow hedge of an exposure to changes in the fair value of a future transaction, the change in fair value of the derivative is deferred in accumulated other comprehensive loss, a component of partners’ capital in the condensed consolidated balance sheets, until the underlying transaction hedged is recognized in the unaudited condensed consolidated statements of operations. The Company accounts for certain derivatives hedging purchases of crude oil and natural gas, sales of gasoline, diesel and jet fuel and the payment of interest as cash flow hedges. The derivatives hedging sales and purchases are recorded to sales and cost of sales, respectively, in the unaudited condensed consolidated statements of operations upon recording the related hedged transaction in sales or cost of sales. The derivatives designated as hedging payments of interest are recorded in interest expense in the unaudited condensed consolidated statements of operations upon payment of interest. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

     For derivative instruments not designated as cash flow hedges and the portion of any cash flow hedge that is determined to be ineffective, the change in fair value of the asset or liability for the period is recorded to unrealized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations. Upon the settlement of a derivative not designated as a cash flow hedge, the gain or loss at settlement is recorded to realized gain (loss) on derivative instruments in the unaudited condensed consolidated statements of operations.

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the three months ended, June 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Loss							Loss on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Three Months Ended						Location of	Three Months Ended							Three Months Ended
	June 30,						(Gain)	June 30,						Location of Gain	June 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	(75,758	)	$	(95,836	)	Cost of sales	$	(39,333	)	$	(18,178	)	Unrealized/ Realized	$	(1,716	)	$	(3,500	)
Gasoline swaps		1,374			25,491		Sales		12,576			5,874		Unrealized/ Realized		(878	)		(3,016	)
Diesel swaps		27,530			41,122		Sales		25,074			10,002		Unrealized/ Realized		19			(43	)
Jet fuel swaps		31,169			24,847		Sales		29,113			—		Unrealized/ Realized		(1,128	)		166
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,634			(449	)	Interest expense		—			511		Unrealized/ Realized		—			—
Total	$	(14,051	)	$	(4,825	)		$	27,430		$	(1,791	)		$	(3,703	)	$	(6,393	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the three months ended June 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss on
	Derivatives						Derivatives
	Three Months Ended						Three Months Ended
	June 30,						June 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(2,155	)	$	—		$	5,366
Gasoline swaps		—			3,709			—			(7,161	)
Diesel swaps		—			(325	)		—			325
Jet fuel swaps		—			—			—			—
Jet fuel collars		—			—			—			(162	)
Specialty products segment:
Crude oil collars		—			(2,188	)		—			(2,245	)
Crude oil swaps		—			(1,686	)		—			(298	)
Natural gas swaps		—			—			—			(76	)
Interest rate swaps:		(553	)		(205	)		(1,238	)		189
Total	$	(553	)	$	(2,850	)	$	(1,238	)	$	(4,062	)

     The Company recorded the following amounts in its condensed consolidated balance sheets, unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital as of, and for the six months ended, June 30, 2011 and 2010 related to its derivative instruments that were designated as cash flow hedges:

							Amount of (Gain)
	Amount of Gain (Loss)						Loss Reclassified
	Recognized in						from Accumulated
	Accumulated Other						Other Comprehensive							Amount of Gain (Loss)
	Comprehensive Loss						Loss into							Recognized in Net
	on Derivatives						Net Loss							Loss on Derivatives
	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
	Six Months Ended						Location of	Six Months Ended							Six Months Ended
	June 30,						(Gain)	June 30,						Location of Gain	June 30,
Type of Derivative	2011			2010			Loss	2011			2010			(Loss)	2011			2010
Fuel products segment:
Crude oil swaps	$	61,188		$	(79,355	)	Cost of sales	$	(58,434	)	$	(35,686	)	Unrealized/ Realized	$	(497	)	$	(9,973	)
Gasoline swaps		(17,736	)		19,650		Sales		18,815			11,058		Unrealized/ Realized		(1,339	)		(4,551	)
Diesel swaps		(68,792	)		32,556		Sales		43,187			15,810		Unrealized/ Realized		(538	)		(1,224	)
Jet fuel swaps		(119,414	)		17,623		Sales		42,674			—		Unrealized/ Realized		(1,604	)		166
Specialty products segment:
Crude oil collars		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Crude oil swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Natural gas swaps		—			—		Cost of sales		—			—		Unrealized/ Realized		—			—
Interest rate swaps:		1,979			(1,398	)	Interest expense		702			1,297		Unrealized/ Realized		—			—
Total	$	(142,775	)	$	(10,924	)		$	46,944		$	(7,521	)		$	(3,978	)	$	(15,582	)

     The Company recorded the following gains (losses) in its unaudited condensed consolidated statements of operations and its unaudited condensed consolidated statements of partners’ capital for the six months ended June 30, 2011 and 2010 related to its derivative instruments not designated as cash flow hedges:

	Amount of Gain (Loss)						Amount of Gain (Loss)
	Recognized in						Recognized
	Realized Loss on						in Unrealized Loss
	Derivatives						on Derivatives
	Six Months Ended						Six Months Ended
	June 30,						June 30,
Type of Derivative	2011			2010			2011			2010
Fuel products segment:
Crude oil swaps	$	—		$	(4,390	)	$	—		$	6,938
Gasoline swaps		—			7,103			—			(9,203	)
Diesel swaps		—			(650	)		—			650
Jet fuel swaps		—			—			—			—
Jet fuel collars		(562	)		—			543			(288	)
Specialty products segment:
Crude oil collars		—			(2,959	)		—			(1,268	)
Crude oil swaps		932			(1,662	)		(662	)		(247	)
Natural gas swaps		—			(35	)		—			(76	)
Interest rate swaps:		(752	)		(405	)		(1,046	)		450
Total	$	(382	)	$	(2,998	)	$	(1,165	)	$	(3,044	)

     The cash flow impact of the Company’s derivative activities is classified as a change in derivative activity in the operating activities section in the unaudited condensed consolidated statements of cash flows.

     The Company is exposed to credit risk in the event of nonperformance by its counterparties on these derivative transactions. The Company does not expect nonperformance on any derivative instruments, however, no assurances can be provided. The Company’s credit exposure related to these derivative instruments is represented by the fair value of contracts reported as derivative assets. To manage credit risk, the Company selects and periodically reviews counterparties based on credit ratings. The Company executes all of its derivative instruments with large financial institutions that have ratings of at least A2 and A by Moody’s and S&P, respectively. In the event of default, the Company would potentially be subject to losses on derivative instruments with mark to market gains. The Company requires collateral from its counterparties when the fair value of the derivatives exceeds agreed upon thresholds in its contracts with these counterparties. No such collateral was held by the Company as of June 30, 2011 or December 31, 2010. The Company’s contracts with these counterparties allow for netting of derivative instrument positions executed under each contract. Collateral received from counterparties is reported in other current liabilities, and collateral held by counterparties is reported in deposits, on the Company’s condensed consolidated balance sheets and not netted against derivative assets or liabilities. As of June 30, 2011, the Company had provided its counterparties with $11,900 cash collateral above the $25,000 letter of credit provided to one counterparty to support crack spread hedging. As of December 31, 2010, the Company had provided its counterparties with no cash collateral or letters of credit above the $50,000 prefunded letter of credit then in effect and provided to one counterparty to support crack spread hedging. For financial reporting purposes, the Company does not offset the collateral provided to a counterparty against the fair value of its obligation to that counterparty. Any outstanding collateral is released to the Company upon settlement of the related derivative instrument liability.

     Certain of the Company’s outstanding derivative instruments are subject to credit support agreements with the applicable counterparties which contain provisions setting certain credit thresholds above which the Company may be required to post agreed-upon collateral, such as cash or letters of credit, with the counterparty to the extent that the Company’s mark-to-market net liability, if any, on all outstanding derivatives exceeds the credit threshold amount per such credit support agreement. In certain cases, the Company’s credit threshold is dependent upon the Company’s maintenance of certain corporate credit ratings with Moody’s and S&P. In the event that the Company’s corporate credit rating was lowered below its current level by either Moody’s or S&P, such counterparties would have the right to reduce the applicable threshold to zero and demand full collateralization of the Company’s net liability position on outstanding derivative instruments. As of June 30, 2011 and December 31, 2010, there was a net liability of $753 and $388, respectively, associated with the Company’s outstanding derivative instruments subject to such requirements. In addition, the majority of the credit support agreements covering the Company’s outstanding derivative instruments also contain a general provision stating that if the Company experiences a material adverse change in its business, in the reasonable discretion of the counterparty, the Company’s credit threshold could be lowered by such counterparty. The Company does not expect that it will experience a material adverse change in its business.

     The effective portion of the hedges classified in accumulated other comprehensive loss is $118,598 as of June 30, 2011, and absent a change in the fair market value of the underlying transactions, will be reclassified to earnings by December 31, 2013 with balances being recognized as follows:

	Accumulated Other
	Comprehensive
Year	Loss
2011	$	35,586
2012		80,630
2013		2,382
Total	$	118,598

     Based on fair values as of June 30, 2011, the Company expects to reclassify $79,666 of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to actual crude oil purchases, gasoline and diesel and jet fuel sales. However, the amounts actually realized will be dependent on the fair values as of the date of settlements.

Crude Oil Swap and Collar Contracts — Specialty Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes combinations of options and swaps to manage crude oil price risk and volatility of cash flows in its specialty products segment. These derivatives may be designated as cash flow hedges of the future purchase of crude oil if they meet the hedge criteria. The Company’s general policy is to enter into crude oil derivative contracts that mitigate the Company’s exposure to price risk associated with crude oil purchases related to specialty products production (for up to 70% of expected purchases). While the Company’s policy generally requires that these positions be short term in nature and expire within three to nine months from execution, the Company may execute derivative contracts for up to two years forward, if a change in the risks supports lengthening the Company’s position. As of June 30, 2011, the Company did not have any crude oil derivatives related to future crude oil purchases in its specialty products segment.

     At December 31, 2010, the Company had the following crude oil derivatives related to crude oil purchases in its specialty products segment, none of which were designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
February 2011		33,600		1,200	$	83.10
March 2011		37,200		1,200		83.55
Totals		70,800
Average price					$	83.34

Crude Oil Swap Contracts — Fuel Products Segment

     The Company is exposed to fluctuations in the price of crude oil, its principal raw material. The Company utilizes swap contracts to manage crude oil price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into crude oil swap contracts for a period no greater than five years forward and for no more than 75% of crude oil purchases used in fuels production. At June 30, 2011, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
Third Quarter 2011		1,610,000		17,500	$	77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,626,000		15,372		87.43
Calendar Year 2013		2,864,000		7,847		100.71
Totals		11,434,000
Average price					$	88.21

     At December 31, 2010, the Company had the following derivatives related to crude oil purchases in its fuel products segment, all of which are designated as hedges.

					Average
	Barrels				Swap
Crude Oil Swap Contracts by Expiration Dates	Purchased		BPD		($/Bbl)
First Quarter 2011		1,215,000		13,500	$	75.32
Second Quarter 2011		1,729,000		19,000		76.62
Third Quarter 2011		1,610,000		17,500		77.38
Fourth Quarter 2011		1,334,000		14,500		77.71
Calendar Year 2012		5,535,000		15,123		86.30
Totals		11,423,000
Average price					$	81.41

Fuel Products Swap Contracts

     The Company is exposed to fluctuations in the prices of gasoline, diesel and jet fuel. The Company utilizes swap contracts to manage diesel, gasoline and jet fuel price risk and volatility of cash flows in its fuel products segment. The Company’s policy is generally to enter into diesel, jet fuel and gasoline swap contracts for a period no longer than five years forward and for no more than 75% of forecasted fuel sales.

Diesel Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		552,000		6,000	$	91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,651,000		4,511		103.79
Calendar Year 2013		824,000		2,258		125.69
Totals		3,579,000
Average price					$	105.12

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Diesel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		630,000		7,000	$	89.57
Second Quarter 2011		637,000		7,000		89.57
Third Quarter 2011		552,000		6,000		91.74
Fourth Quarter 2011		552,000		6,000		91.74
Calendar Year 2012		1,560,000		4,262		99.27
Totals		3,931,000
Average price					$	94.03

Jet Fuel Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		920,000		10,000	$	89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Calendar Year 2013		1,860,000		5,096		125.50
Totals		7,262,500
Average price					$	104.17

     At December 31, 2010, the Company had the following derivatives related to diesel and jet fuel sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Jet Fuel Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		405,000		4,500	$	86.12
Second Quarter 2011		819,000		9,000		89.58
Third Quarter 2011		920,000		10,000		89.86
Fourth Quarter 2011		644,000		7,000		89.21
Calendar Year 2012		3,838,500		10,488		99.78
Totals		6,626,500
Average price					$	95.28

Gasoline Swap Contracts

     At June 30, 2011, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
Third Quarter 2011		138,000		1,500	$	85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Calendar Year 2013		180,000		493		110.38
Totals		592,500
Average price					$	93.87

     At December 31, 2010, the Company had the following derivatives related to gasoline sales in its fuel products segment, all of which are designated as hedges.

					Average
					Swap
Gasoline Swap Contracts by Expiration Dates	Barrels Sold		BPD		($/Bbl)
First Quarter 2011		180,000		2,000	$	81.84
Second Quarter 2011		273,000		3,000		82.66
Third Quarter 2011		138,000		1,500		85.50
Fourth Quarter 2011		138,000		1,500		85.50
Calendar Year 2012		136,500		373		89.04
Totals		865,500
Average price					$	84.40

Jet Fuel Put Spread Contracts

     At June 30, 2011, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
Fourth Quarter 2011		184,000		2,000	$	4.75	$	7.00
Totals		184,000
Average price					$	4.75	$	7.00

     At December 31, 2010, the Company had the following jet fuel put options related to jet fuel crack spreads in its fuel products segment, none of which are designated as hedges.

					Average		Average
					Sold Put		Bought Put
Jet Fuel Put Option Crack Spread Contracts by Expiration Dates	Barrels		BPD		($/Bbl)		($/Bbl)
First Quarter 2011		630,000		7,000	$	4.00	$	6.00
Fourth Quarter 2011		184,000		2,000		4.75		7.00
Totals		814,000
Average price					$	4.17	$	6.23

Natural Gas Swap Contracts

     Natural gas purchases comprise a significant component of the Company’s cost of sales; therefore, changes in the price of natural gas also significantly affect its profitability and cash flows. The Company utilizes swap contracts to manage natural gas price risk and volatility of cash flows. The Company’s policy is generally to enter into natural gas derivative contracts to hedge no more than 75% of its upcoming fall and winter months’ anticipated natural gas requirement for a period no greater than three years forward. At June 30, 2011 and December 31, 2010, the Company had no derivatives outstanding related to natural gas purchases.

Interest Rate Swap Contracts

     The Company’s profitability and cash flows are affected by changes in interest rates, specifically LIBOR and prime rates. The primary purpose of the Company’s interest rate risk management activities is to hedge its exposure to changes in interest rates. Historically, the Company’s policy has been to enter into interest rate swap agreements to hedge up to 75% of its interest rate risk related to variable rate debt. With the completion of its 2019 Notes offering, the Company does not expect to enter into additional hedges to fix its interest rates.

     During 2010, the Company entered into forward swap contracts to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. The Company hedged the future interest payments related to $100,000 of the total outstanding term loan indebtedness for the period from February 15, 2011 to February 15, 2012 pursuant to these forward swap contracts. These swap contracts were designated as cash flow hedges of the future payments of interest with three-month LIBOR fixed at an average rate during the hedge period of 2.03%. Due to the repayment of the variable rate senior secured first lien term loan in April 2011 with proceeds from the issuance of the 2019 Notes, the interest rate swap contract was discontinued as a cash flow hedge for the future payment of interest. For the three and six months ended June 30, 2011, the Company reclassified approximately $1,435 into unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations.

     In 2009, the Company hedged the future interest payments related to $200,000 of its total outstanding term loan indebtedness for the period from February 15, 2010 to February 15, 2011. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at an average rate during the hedge period of 0.94%. The cash flow hedge settled during the first quarter of 2011.

     In 2008, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan which closed January 3, 2008. The Company hedged the future interest payments related to $50,000 of the total outstanding term loan indebtedness in 2010, pursuant to this forward swap contract. This swap contract was designated as a cash flow hedge of the future payment of interest with three-month LIBOR fixed at 3.66% per annum in 2010 and the first quarter of 2011. The cash flow hedge settled during the first quarter of 2011.

     In 2006, the Company entered into a forward swap contract to manage interest rate risk related to a portion of its then existing variable rate senior secured first lien term loan. Due to the repayment of $19,000 of the outstanding balance of the Company’s then existing term loan facility in August 2007 and subsequent refinancing of the remaining term loan balance, this swap contract was not designated as a cash flow hedge of the future payment of interest. The entire change in the fair value of this interest rate swap is recorded to unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. In the first quarter of 2008, the Company fixed its unrealized loss on this interest rate swap derivative instrument by entering into an offsetting interest rate swap expiring December 2012, which is not designated as a cash flow hedge.

XML



Unit-Based Compensation and Distributions

6 Months Ended

Jun. 30, 2011

Unit-Based Compensation and Distributions [Abstract]

Unit-Based Compensation and Distributions

11. Unit-Based Compensation and Distributions

     A summary of the Company’s nonvested phantom units as of June 30, 2011 and the changes during the six months ended June 30, 2011is presented below:

				Weighted Average
				Grant Date
Nonvested Phantom Units	Grant			Fair Value
Nonvested at December 31, 2010		105,492		$	17.68
Granted		47,927			21.31
Vested		(48,900	)		19.58
Forfeited		—			—
Nonvested at June 30, 2011		104,519		$	18.46

     For the three months ended June 30, 2011 and 2010, compensation expense of $653 and $145, respectively, was recognized in the unaudited condensed consolidated statements of operations related to vested phantom unit grants. For the six months ended June 30, 2011 and 2010, compensation expense of $1,282 and $292, respectively, was recognized in the unaudited condensed statements of operations related to vested phantom unit grants. As of June 30, 2011 and 2010, there was a total of $1,929 and $899, respectively, of unrecognized compensation costs related to nonvested phantom unit grants. These costs are expected to be recognized over a weighted-average period of approximately three years.

     The Company’s distribution policy is as defined in its partnership agreement. For the three months ended June 30, 2011 and 2010, the Company made distributions of $19,311 and $16,391, respectively, to its partners. For the six months ended June 30, 2011 and 2010, the Company made distributions of $36,258 and $32,788, respectively, to its partners.

XML



New Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

2. New Accounting Pronouncements

     In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures About Fair Value Measurements” ( “ASU 2010-06”), which amends ASC No. 820, “Fair Value Measurements and Disclosures” to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis, which is effective for fiscal years (including interim periods) beginning after December 15, 2010. Effective January 1, 2010, the Company adopted ASU 2010-06 standard relating to disclosures about transfers in and out of Level 1 and 2 and the inputs and valuation techniques used to measure fair value. Effective January 1, 2011, the Company adopted ASU 2010-06 standard relating to the requirement to provide the Level 3 activity of purchases, sales, issuances and settlements on a gross basis. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial position, results of operations or cash flows.

     In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. ASU 2011-04 is effective for the first reporting period (including interim periods) beginning after December 15, 2011. The Company is in process of evaluating the impact of the adoption of ASU 2011-04 on the Company’s financial statements.

     In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of partners’ capital. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

XML



Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value of Financial Instruments and Fair Value Measurements [Abstract]

Fair Value Measurements

8. Fair Value Measurements

     The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. In determining fair value, the Company uses various valuation techniques and prioritizes the use of observable inputs. The availability of observable inputs varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the instrument. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management judgment. For other financial instruments, pricing inputs are less observable in the marketplace and may require management judgment.

     As of June 30, 2011, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These included the Company’s derivative instruments related to crude oil, gasoline, diesel, jet fuel and interest rates and investments associated with the Company’s non-contributory defined benefit plan (“Pension Plan”).

     The Company’s derivative instruments consist of over-the-counter (“OTC”) contracts, which are not traded on a public exchange. Substantially all of the Company’s derivative instruments are with counterparties that have long-term credit ratings of at least A2 and A by Moody’s and S&P, respectively. To estimate the fair values of the Company’s derivative instruments, the Company uses the market approach. Under this approach, the fair values of the Company’s derivative instruments for crude oil, gasoline, diesel, jet fuel and interest rates are determined primarily based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Generally, the Company obtains this data through surveying its counterparties and performing various analytical tests to validate the data. The Company determines the fair value of its crude oil option contracts utilizing a standard option pricing model based on inputs that can be derived from information available in publicly quoted markets, or are quoted by counterparties to these contracts. In situations where the Company obtains inputs via quotes from its counterparties, it verifies the reasonableness of these quotes via similar quotes from another counterparty as of each date for which financial statements are prepared. The Company also includes an adjustment for non-performance risk in the recognized measure of fair value of all of the Company’s derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure by counterparty. When the Company is in a net asset position, it uses its counterparty’s CDS, or a peer group’s estimated CDS when a CDS for the counterparty is not available. The Company uses its own peer group’s estimated CDS when it is in a net liability position. As a result of applying the applicable CDS, at June 30, 2011 and December 31, 2010, the Company’s liability was reduced by approximately $2,025 and $687, respectively. Based on the use of various unobservable inputs, principally non-performance risk and unobservable inputs in forward years for gasoline, jet fuel and diesel, the Company has categorized these derivative instruments as Level 3. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained the most accurate information available for the types of derivative instruments it holds.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of shares held by the Pension Plan at quarter end.

     The Company’s assets and liabilities measured at fair value at June 30, 2011 were as follows:

	Fair Value Measurements
	Level 1		Level 2 (a)		Level 3			Total
Assets:
Cash and cash equivalents	$	55	$	—	$	—		$	55
Crude oil swaps		—		—		126,090			126,090
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Pension plan investments		15,018		2,095		—			17,113
Total assets at fair value	$	15,073	$	2,095	$	126,090		$	143,258
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(12,815	)		(12,815	)
Diesel swaps		—		—		(75,698	)		(75,698	)
Jet fuel swaps		—		—		(173,134	)		(173,134	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(2,328	)		(2,328	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(263,975	)	$	(263,975	)

(a) Transferred from Level 1 to Level 2 in the first quarter of 2011 because of lack of observable market data in the underlying investments.

     The Company’s financial assets and liabilities measured at fair value at December 31, 2010 were as follows:

	Fair Value Measurements
	Level 1		Level 2		Level 3			Total
Assets:
Cash and cash equivalents	$	37	$	—	$	—		$	37
Crude oil swaps		—		—		135,578			135,578
Gasoline swaps		—		—		—			—
Diesel swaps		—		—		—			—
Jet fuel swaps		—		—		—			—
Crude oil options		—		—		—			—
Jet fuel options		—		—		20			20
Pension plan investments		16,039		—		—			16,039
Total assets at fair value	$	16,076	$	—	$	135,598		$	151,674
Liabilities:
Crude oil swaps	$	—	$	—	$	—		$	—
Gasoline swaps		—		—		(14,149	)		(14,149	)
Diesel swaps		—		—		(53,744	)		(53,744	)
Jet fuel swaps		—		—		(96,556	)		(96,556	)
Crude oil options		—		—		—			—
Jet fuel options		—		—		—			—
Interest rate swaps		—		—		(3,963	)		(3,963	)
Pension plan investments		—		—		—			—
Total liabilities at fair value	$	—	$	—	$	(168,412	)	$	(168,412	)

     The table below sets forth a summary of net changes in fair value of the Company’s Level 3 financial assets and liabilities for the six months ended June 30, 2011 and 2010:

	Six Months Ended
	June 30,
	2011			2010
Fair value at January 1,	$	(32,814	)	$	26,138
Realized losses		1,984			5,858
Unrealized losses		(3,541	)		(15,766	)
Change in fair value of cash flow hedges		(142,775	)		(10,924	)
Settlements		39,261			(14,823	)
Transfers in (out) of Level 3		—			—
Fair value at June 30,	$	(137,885	)	$	(9,517	)
Total losses included in net loss attributable to changes in unrealized losses relating to financial assets and liabilities held as of June 30,	$	(3,541	)	$	(15,766	)

     All settlements from derivative instruments that are deemed “effective” and were designated as cash flow hedges are included in sales for gasoline, diesel and jet fuel derivatives, cost of sales for crude oil and natural gas derivatives, and interest expense for interest rate derivatives in the unaudited condensed consolidated financial statements of operations in the period that the hedged cash flow occurs. Any “ineffectiveness” associated with these derivative instruments are recorded in earnings immediately in unrealized loss on derivative instruments in the unaudited condensed consolidated statements of operations. All settlements from derivative instruments not designated as cash flow hedges are recorded in realized loss on derivative instruments in the unaudited condensed consolidated statements of operations. See Note 6 for further information on derivative instruments.

XML



Transactions with Related Parties

6 Months Ended

Jun. 30, 2011

Transactions with Related Parties [Abstract]

Transactions with Related Parties

13. Transactions with Related Parties

     On March 24, 2011, Calumet Lubricants Co., Limited Partnership (“Calumet Lubricants”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Princeton Amendment”) to that certain Crude Oil Supply Agreement, effective as of April 30, 2008 (as amended since such date, the “Princeton Crude Oil Supply Agreement”), by and between Calumet Lubricants and Legacy Resources Co., L.P. (“Legacy”), under which Legacy supplies the Company’s Princeton refinery with all of the refinery’s crude oil requirements on a just-in-time basis. The Princeton Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Princeton Crude Oil Supply Agreement and shortened the termination notice period set forth in the Princeton Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Princeton Amendment, on March 24, 2011, Calumet Lubricants provided notice to Legacy that it was exercising its contractual rights under the Princeton Crude Oil Supply Agreement, as amended by the Princeton Amendment, to terminate the Princeton Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Princeton Crude Oil Supply Agreement.

     On March 24, 2011, Calumet Shreveport Fuels, LLC (“Calumet Shreveport Fuels”), a wholly owned subsidiary of the Company, entered into Amendment No. 5 (the “Shreveport Amendment”) to that certain Crude Oil Supply Agreement, effective as of September 1, 2009 (as amended since such date, the “Shreveport Crude Oil Supply Agreement”), by and between Calumet Shreveport Fuels and Legacy, under which Legacy supplies the Company’s Shreveport refinery with a portion of the refinery’s crude oil requirements on a just-in-time basis. The Shreveport Amendment, effective as of March 1, 2011, modified the market-based pricing mechanism established in the Shreveport Crude Oil Supply Agreement and shortened the termination notice period set forth in the Shreveport Crude Oil Supply Agreement from approximately 90 days to approximately 60 days. Concurrent with entering into the Shreveport Amendment, on March 24, 2011, Calumet Shreveport Fuels provided notice to Legacy that it was exercising its contractual rights under the Shreveport Crude Oil Supply Agreement, as amended by the Shreveport Amendment, to terminate the Shreveport Crude Oil Supply Agreement on May 31, 2011. The Company did not incur any material early termination penalties in connection with its termination of the Shreveport Crude Oil Supply Agreement.

     With the termination of the agreements, the Company has one remaining crude oil supply agreement with Legacy, the Master Crude Oil Purchase and Sale Agreement, that was entered into on January 26, 2009. No crude oil is currently being purchased by the Company under this agreement.

     Legacy is owned in part by three of the Company’s limited partners, an affiliate of the Company’s general partner, the Company’s chief executive officer and vice chairman, F. William Grube, and the Company’s president and chief operating officer, Jennifer G. Straumins. During the three and six months ended June 30, 2011, the Company had crude oil purchases of $48,036 and $241,287, respectively, from Legacy. Accounts payable to Legacy at June 30, 2011 were $95.

XML



Partners Capital

6 Months Ended

Jun. 30, 2011

Partners Capital and Comprehensive Loss [Abstract]

Partners Capital

9. Partners’ Capital

     In February 2011, the Company satisfied the last of the earnings and distributions tests contained in its partnership agreement for the automatic conversion of all 13,066,000 outstanding subordinated units into common units on a one-for-one basis. The last of these requirements was met upon payment of the quarterly distribution paid on February 14, 2011. Two days following this quarterly distribution to unitholders, or February 16, 2011, all of the outstanding subordinated units automatically converted to common units.

     On February 24, 2011, the Company completed an equity offering of its common units in which it sold 4,500,000 common units to the underwriters of the offering at a price to the public of $21.45 per common unit. The proceeds received by the Company from this offering (net of underwriting discounts, commissions and expenses but before its general partner’s capital contribution) were $92,290 and were used to repay borrowings under its revolving credit facility. Underwriting discounts totaled $3,915. The Company’s general partner contributed $1,970 to retain its 2% general partner interest.

XML



Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2011

Fair Value of Financial Instruments and Fair Value Measurements [Abstract]

Fair Value of Financial Instruments

7. Fair Value of Financial Instruments

     The Company’s financial instruments which require fair value disclosure consist primarily of cash and cash equivalents, accounts receivable, financial derivatives, accounts payable and indebtedness. The carrying values of cash and cash equivalents, accounts receivable and accounts payable are considered to be representative of their respective fair values, due to the short maturity of these instruments. Derivative instruments are reported in the accompanying unaudited condensed consolidated financial statements at fair value. The fair value of the Company’s 2019 Notes was $412,000 at June 30, 2011, using quoted market prices. The fair value of the Company’s term loan was $355,445 at December 31, 2010, using quoted market prices. The carrying values of borrowings under the Company’s senior secured revolving credit facility were $28,090 and $10,832 at June 30, 2011 and December 31, 2010, respectively, and approximate their fair values.

XML



Condensed Consolidated Statements of Partners' Capital (USD $) In Thousands	Total	Accumulated Other Comprehensive Loss	General Partner	Limited Partners Common	Limited Partners Subordinated
Partners' Capital, Beginning Balance at Dec. 31, 2010	$ 398,279	$ (27,619)	$ 18,125	$ 390,843	$ 16,930
Distributions to partners	(36,258)		(724)	(29,393)	(6,141)
Subordinated unit conversion				10,789	(10,789)
Comprehensive loss:
Net loss	(3,450)		(69)	(3,381)
Cash flow hedge loss reclassified to net loss	46,944	46,944
Change in fair value of cash flow hedges	(142,775)	(142,775)
Defined benefit pension and retiree health benefit plans	122	122
Comprehensive loss	(99,159)
Proceeds from public equity offering, net	92,290			92,290
Contribution from Calumet GP, LLC	1,970		1,970
Units repurchased for phantom unit grants	(620)			(620)
Issuance of phantom units	648			648
Amortization of vested phantom units	1,282			1,282
Partners' Capital, Ending Balance at Jun. 30, 2011	$ 358,432	$ (123,328)	$ 19,302	$ 462,458	$ 0

XML



Inventories

6 Months Ended

Jun. 30, 2011

Inventories [Abstract]

Inventories

3. Inventories

     The cost of inventories is determined using the last-in, first-out (LIFO) method. Costs include crude oil and other feedstocks, labor, processing costs and refining overhead costs. Inventories are valued at the lower of cost or market value.

     Inventories consist of the following:

	June 30,		December 31,
	2011		2010
Raw materials	$	82,301	$	12,885
Work in process		59,807		49,006
Finished goods		116,557		85,219
	$	258,665	$	147,110

     The replacement cost of these inventories, based on current market values, would have been $85,775 and $55,855 higher as of June 30, 2011 and December 31, 2010, respectively. For the three and six months ended June 30, 2011 and 2010, the Company recorded $0 and $883, respectively, of gains in cost of sales in the unaudited condensed consolidated statements of operations due to the liquidation of lower cost inventory layers.

XML



Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

4. Commitments and Contingencies

     From time to time, the Company is a party to certain claims and litigation incidental to its business, including claims made by various taxation and regulatory authorities, such as the LDEQ, the U.S. Environmental Protection Agency (“EPA”), the Internal Revenue Service and the Occupational Safety and Health Administration (“OSHA”), as the result of audits or reviews of the Company’s business. In addition, the Company has property, business interruption, general liability and various other insurance policies that may result in certain losses or expenditures being reimbursed to the Company.

Insurance Recoveries

     During the second quarter, the Company reached a final settlement of its insurance claim related to the failure of an environmental operating unit at its Shreveport refinery in 2010, resulting in a gain of $7,910 recorded in the second quarter of 2011. This claim related to both property damage and business interruption. Recoveries of $1,942 related to property damage have been reflected within investing activities (with the remainder in operating activities) in the unaudited condensed consolidated statement of cash flows.

Environmental

     The Company operates crude oil and specialty hydrocarbon refining and terminal operations, which are subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations can impair the Company’s operations that affect the environment in many ways, such as requiring the acquisition of permits to conduct regulated activities, restricting the manner in which the Company can release materials into the environment, requiring remedial activities or capital expenditures to mitigate pollution from former or current operations, and imposing substantial liabilities for pollution resulting from its operations. Certain environmental laws impose joint and several, strict liability for costs required to remediate and restore sites where petroleum hydrocarbons, wastes, or other materials have been released or disposed.

     Failure to comply with environmental laws and regulations may result in the triggering of administrative, civil and criminal measures, including the assessment of monetary penalties, the imposition of remedial obligations and the issuance of injunctions limiting or prohibiting some or all of the Company’s operations. On occasion, the Company receives notices of violation, enforcement and other complaints from regulatory agencies alleging non-compliance with applicable environmental laws and regulations. For example, the LDEQ initiated enforcement actions in prior years for the following alleged violations: (i) a May 2001 notification received by the Cotton Valley refinery from the LDEQ regarding several alleged violations of various air emission regulations, as identified in the course of the Company’s Leak Detection and Repair program, and also for failure to submit various reports related to the facility’s air emissions; (ii) a December 2002 notification received by the Company’s Cotton Valley refinery from the LDEQ regarding alleged violations for excess emissions, as identified in the LDEQ’s file review of the Cotton Valley refinery; (iii) a December 2004 notification received by the Cotton Valley refinery from the LDEQ regarding alleged violations for the construction of a multi-tower pad and associated pump pads without a permit issued by the agency; and (iv) an August 2005 notification received by the Princeton refinery from the LDEQ regarding alleged violations of air emissions regulations, as identified by the LDEQ following performance of a compliance review, due to excess emissions and failures to continuously monitor and record air emissions levels. On December 23, 2010, the Company entered into a settlement agreement with the LDEQ that consolidated the terms of its settlement of the aforementioned violations with the Company’s agreement to voluntarily participate in the LDEQ’s “Small Refinery and Single Site Refinery Initiative” described below.

     In 2010, the Company entered into a settlement agreement with the LDEQ regarding the Company’s voluntary participation in the LDEQ’s “Small Refinery and Single Site Refinery Initiative.” This state initiative is patterned after the EPA’s “National Petroleum Refinery Initiative,” which is a coordinated, integrated compliance and enforcement strategy to address federal Clean Air Act compliance issues at the nation’s largest petroleum refineries. The agreement, voluntarily entered into by the Company, requires the Company to make a $1,000 payment to the LDEQ and complete beneficial environmental programs and implement emissions reduction projects at the Company’s Shreveport, Cotton Valley and Princeton refineries. The Company estimates implementation of these requirements will result in approximately $11,000 to $15,000 of capital expenditures, expenditures related to additional personnel and environmental studies over the next five years. This agreement also fully settles the aforementioned alleged environmental and permit violations at the Company’s Shreveport, Cotton Valley and Princeton refineries and stipulates that no further civil penalties over alleged past violations at those refineries will be pursued by the LDEQ. The required investments are expected to include projects resulting in (i) nitrogen oxide and sulfur dioxide emission reductions from heaters and boilers and the application of New Source Performance Standards for sulfur recovery plants and flaring devices, (ii) control of incidents related to acid gas flaring, tail gas and hydrocarbon flaring, (iii) electrical reliability improvements to reduce flaring, (iv) flare refurbishment at the Shreveport refinery, (v) enhancement of the Benzene Waste National Emissions Standards for Hazardous Air Pollutants programs and the Leak Detection and Repair programs at the Company’s three Louisiana refineries and (vi) Title V audits and targeted audits of certain regulatory compliance programs. During negotiations with the LDEQ, the Company voluntarily initiated projects for certain of these requirements prior to the settlement with the LDEQ, and currently anticipates completion of these projects over the next five years. These capital investment requirements will be incorporated into the Company’s annual capital expenditures budget and the Company does not expect any additional capital expenditures as a result of the required audits or required operational changes included in the settlement to have a material adverse effect on the Company’s financial results or operations. Before the terms of this settlement agreement are deemed final, they will require the concurrence of the Louisiana Attorney General, which concurrence is anticipated to be granted during 2011.

     Voluntary remediation of subsurface contamination is in process at each of the Company’s refinery sites. The remedial projects are being overseen by the appropriate state agencies. Based on current investigative and remedial activities, the Company believes that the groundwater contamination at these refineries can be controlled or remedied without having a material adverse effect on the Company’s financial condition. However, such costs are often unpredictable and, therefore, there can be no assurance that the future costs will not become material. The Company incurred approximately $261 of such capital expenditures at its Cotton Valley refinery during the first six months of 2011 and estimates that it will incur another $489 of capital expenditures at its Cotton Valley refinery during the remainder of 2011 in connection with these activities. The Company incurred approximately $541 of such capital expenditures at its Cotton Valley refinery during 2010.

     The Company is indemnified by Shell Oil Company, as successor to Pennzoil-Quaker State Company and Atlas Processing Company, for specified environmental liabilities arising from the operations of the Shreveport refinery prior to the Company’s acquisition of the facility. The indemnity is unlimited in amount and duration, but requires the Company to contribute up to $1,000 of the first $5,000 of indemnified costs for certain of the specified environmental liabilities.

Health, Safety and Maintenance

     The Company is subject to various laws and regulations relating to occupational health and safety, including OSHA and comparable state laws. These laws and the implementing regulations strictly govern the protection of the health and safety of employees. In addition, OSHA’s hazard communication standard requires that information be maintained about hazardous materials used or produced in the Company’s operations and that this information be provided to employees, contractors, state and local government authorities and customers. The Company maintains safety, training and maintenance programs as part of its ongoing efforts to ensure compliance with applicable laws and regulations. The Company’s compliance with applicable health and safety laws and regulations has required, and continues to require, substantial expenditures. The Company has implemented an internal program of inspection designed to monitor and enforce compliance with worker safety requirements as well as a quality system that meets the requirements of the ISO-9001-2008 Standard. The integrity of the Company’s ISO-9001-2008 Standard certification is maintained through surveillance audits by its registrar at regular intervals designed to ensure adherence to the standards.

     The Company has completed studies to assess the adequacy of its process safety management practices at its Shreveport refinery with respect to certain consensus codes and standards. The Company expects to incur between $5,000 and $8,000 of capital expenditures in total during 2011, 2012 and 2013 to address OSHA compliance issues identified in these studies. The Company expects these capital expenditures will enhance its equipment such that the equipment maintains compliance with applicable consensus codes and standards. The Company believes that its operations are in substantial compliance with OSHA and similar state laws.

     Beginning in February 2010, OSHA conducted an inspection of the Shreveport refinery’s process safety management program under OSHA’s National Emphasis Program, which is targeting all U.S. refineries for review. On August 19, 2010, OSHA issued a Citation and Notification of Penalty (the “Shreveport Citation”) to the Company as a result of the Shreveport inspection, which included a proposed civil penalty amount of $173. The Company contested the Shreveport Citation and associated penalty amount and agreed to a final penalty amount of $119 that was paid in January 2011. Similarly, OSHA conducted an inspection of the Cotton Valley refinery’s process safety management program under OSHA’s National Emphasis Program in the first quarter of 2011. On March 14, 2011, OSHA issued a Citation and Notification of Penalty (the “Cotton Valley Citation”) to the Company as a result of the Cotton Valley inspection, which included a proposed penalty amount of $208. The Company has contested the Cotton Valley Citation and associated penalties and is currently in negotiations with OSHA to reach a settlement allowing an extended abatement period for a new refinery flare system study and for completion of facility siting modifications, including relocation and hardening of structures.

Standby Letters of Credit

     The Company has agreements with various financial institutions for standby letters of credit which have been issued to domestic vendors. As of June 30, 2011 and December 31, 2010, the Company had outstanding standby letters of credit of $179,473 and $90,725, respectively, under its senior secured revolving credit facility (the “revolving credit facility”), which was amended and restated on June 24, 2011. Refer to Note 5 for additional information. The maximum amount of letters of credit the Company can issue at June 30, 2011 is limited to its borrowing capacity under its revolving credit facility or $550,000, whichever is lower. At December 31, 2010, the limitation was the lower of the Company’s borrowing capacity or $375,000. As of June 30, 2011 and December 31, 2010, the Company had availability to issue letters of credit of $194,668 and $145,454, respectively, under its revolving credit facility. As discussed in Note 5, as of June 30, 2011 the outstanding standby letters of credit issued under the revolving credit facility included a $25,000 letter of credit to support a portion of its fuel products hedging program.

XML



Employee Benefit Plans

6 Months Ended

Jun. 30, 2011

Employee Benefit Plans [Abstract]

Employee Benefit Plans

12. Employee Benefit Plans

     The components of net periodic pension and other post retirement benefits cost for the three months ended June 30, 2011 and 2010 were as follows:

	For the Three Months Ended June 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	25		$	—		$	21		$	—
Interest cost		333			4			334			6
Expected return on assets		(265	)		—			(258	)		—
Amortization of net (gain) loss		70			—			68			—
Prior service cost		—			(9	)		—			(9	)
Net periodic benefit cost	$	163		$	(5	)	$	165		$	(3	)

     The components of net periodic pension and other post retirement benefits cost for the six months ended June 30, 2011 and 2010 were as follows:

	For the Six Months Ended June 30,
	2011						2010
				Other Post						Other Post
	Pension			Retirement			Pension			Retirement
	Benefits			Employee Benefits			Benefits			Employee Benefits
Service cost	$	49		$	—		$	42		$	—
Interest cost		666			9			668			12
Expected return on assets		(529	)		—			(517	)		—
Amortization of net (gain) loss		140			(1	)		137			(1	)
Prior service cost		—			(18	)		—			(18	)
Net periodic benefit cost	$	326		$	(10	)	$	330		$	(7	)

     During the three months ended June 30, 2011 and 2010, the Company made contributions of $374 and $337, respectively, to its non-contributory defined benefit plan (the “Pension Plan”). During the six months ended June 30, 2011 and 2010, the Company made contributions of $936 and $337, respectively, and expects to make total contributions to its Pension Plan in 2011 of $1,685.

     The Company’s investments associated with its Pension Plan primarily consist of (i) mutual funds that are publicly traded and (ii) a commingled fund. The mutual funds are publicly traded and market prices of the mutual funds are readily available; thus, these investments are categorized as Level 1. The commingled fund is categorized as Level 2 because inputs used in its valuation are not quoted prices in active markets that are indirectly observable and is valued at the net asset value of the shares held by the Pension Plan at quarter end. The Company’s Pension Plan assets measured at fair value at June 30, 2011 and December 31, 2010 were as follows:

	June 30, 2011				December 31, 2010
	Pension Benefits				Pension Benefits
	Level 1		Level 2		Level 1		Level 2
Cash	$	3,747	$	—	$	347	$	—
Equity		4,208		—		7,784		—
Foreign equities		839		—		1,890		—
Commingled fund		—		2,095		—		—
Fixed income		6,224		—		6,018		—
	$	15,018	$	2,095	$	16,039	$	—

XML



Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt [Abstract]

Long-Term Debt

5. Long-Term Debt

     Long-term debt consisted of the following:

	June 30,		December 31,
	2011		2010
Borrowings under senior secured first lien term loan with third-party lenders, extinguished in 2011	$	—	$	367,385
Borrowings under senior secured revolving credit agreement with third-party lenders, amended and restated in June 2011		—		10,832
Borrowings under amended and restated senior secured revolving credit agreement with third-party lenders, interest at prime plus 1.25% (4.50% at June 30, 2011), interest payments monthly, borrowings due June 2016		28,090		—
Borrowings under 2019 Notes, interest at a fixed rate of 9.375% at June 30, 2011, interest payments semiannually, borrowings due May 2019, effective interest rate of 9.95% for the quarter ended June 30, 2011		400,000		—
Capital lease obligations, at various interest rates, interest and principal payments quarterly through November 2013		1,292		1,781
Less unamortized discount on senior secured first lien term loan with third-party lenders, extinguished in 2011		—		(10,723	)
Total long-term debt		429,382		369,275
Less current portion of long-term debt		942		4,844
	$	428,440	$	364,431

     During the quarter ended June 30, 2011, the Company restructured the majority of its outstanding long-term debt. The Company issued $400,000 in aggregate principal amount 9 3/8% senior notes due May 1, 2019 (the “2019 Notes”), amended its then current senior secured revolving credit agreement to allow for the issuance of the 2019 Notes, and used the majority of the proceeds from the 2019 Notes to repay borrowings under, and subsequently extinguish, the senior secured first lien term loan. The Company also amended certain of its master derivative contracts and entered into a collateral sharing agreement with its hedging counterparties. Further, the Company amended and restated its revolving credit agreement to increase the credit facility from $375,000 to $550,000, as well as amend covenants and contractual terms. Each of these activities is discussed in further detail in the following paragraphs.

9 3/8% Senior Notes

     On April 21, 2011, the Company issued and sold the 2019 Notes in a private placement pursuant to Rule 144A under the Securities Act to eligible purchasers. The 2019 Notes were resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act. The Company received proceeds of $389,038 net of underwriters’ fees and expenses, which the Company used to repay in full borrowings outstanding under its existing senior secured first lien term loan, as well as all accrued interest and fees, and for general partnership purposes. Interest on the 2019 Notes will be paid semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2011. The 2019 Notes will mature on May 1, 2019, unless redeemed prior to maturity. The 2019 Notes are guaranteed on a senior unsecured basis by all of the Company’s operating subsidiaries and the Company’s future operating subsidiaries.

     At any time prior to May 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 2019 Notes with the net proceeds of a public or private equity offering at a redemption price of 109.375% of the principal amount, plus any accrued and unpaid interest to the date of redemption, provided that: (1) at least 65% of the aggregate principal amount of 2019 Notes issued remains outstanding immediately after the occurrence of such redemption and (2) the redemption occurs within 120 days of the date of the closing of such public or private equity offering.

     On and after May 1, 2015, the Company may on any one or more occasions redeem all or a part of the 2019 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus any accrued and unpaid interest to the applicable redemption date on such 2019 Notes, if redeemed during the twelve-month period beginning on May 1 of the years indicated below:

Year	Percentage
2015		104.688	%
2016		102.344	%
2017 and at any time thereafter		100.000	%

     Prior to May 1, 2015, the Company may on any one or more occasions redeem all or part of the 2019 Notes at a redemption price equal to the sum of: (1) the principal amount thereof, plus (2) a make-whole premium (as set forth in the indenture governing the 2019 Notes) at the redemption date, plus any accrued and unpaid interest to the applicable redemption date.

     The indenture governing the 2019 Notes contains covenants that, among other things, restrict the Company’s ability and the ability of certain of the Company’s subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Company’s common units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Company’s restricted subsidiaries to the Company; (vii) consolidate, merge or transfer all or substantially all of the Company’s assets; (viii) engage in transactions with affiliates and (ix) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. At any time when the 2019 Notes are rated investment grade by either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default, each as defined in the indenture governing the 2019 Notes, has occurred and is continuing, many of these covenants will be suspended.

     Upon the occurrence of certain change of control events, each holder of the 2019 Notes will have the right to require that the Company repurchase all or a portion of such holder’s 2019 Notes in cash at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest to the date of repurchase.

     In connection with the notes offering on April 21, 2011, the Company’s then current senior secured revolving credit agreement was amended on April 15, 2011, to among other things, (i) permit the issuance of the 2019 Notes; (ii) upon consummation of the issuance of the 2019 Notes and the termination of the senior secured first lien credit agreement, release the revolving credit facility lenders’ second priority lien on the collateral securing the senior secured first lien credit facility; and (iii) change the interest rate pricing on the revolving credit facility.

Registration Rights Agreement

     On April 21, 2011, in connection with the issuance and sale of the 2019 Notes, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the initial purchasers of the 2019 Notes obligating the Company to use reasonable best efforts to file an exchange registration statement with the SEC, so that holders of the 2019 Notes can offer to exchange the 2019 Notes issued in the April 2011 offering for registered notes having substantially the same terms as the 2019 Notes and evidencing the same indebtedness as the 2019 Notes. The Company must use reasonable best efforts to cause the exchange offer registration statement to become effective by April 20, 2012 and remain effective until 180 days after the closing of the exchange. Additionally, the Company has agreed to commence the exchange offer promptly after the exchange offer registration statement is declared effective by the SEC and use reasonable best efforts to complete the exchange offer not later than 60 days after such effective date. Under certain circumstances, in lieu of a registered exchange offer, the Company must use reasonable best efforts to file a shelf registration statement for the resale of the 2019 Notes. If the Company fails to satisfy these obligations on a timely basis, the annual interest borne by the 2019 Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

Senior Secured First Lien Credit Agreement

     The Company’s $435,000 senior secured first lien credit facility (the “term loan facility”) included a $385,000 term loan and a $50,000 prefunded letter of credit facility to support crack spread hedging. The Company extinguished this facility on April 21, 2011 in connection with the issuance and sale of the 2019 Notes, as further discussed above. The term loan bore interest at a rate equal to (i) with respect to a LIBOR Loan, the LIBOR Rate (as defined in the senior secured first lien credit agreement) plus 400 basis points and (ii) with respect to a Base Rate Loan, the Base Rate (as defined in the senior secured first lien credit agreement) plus 300 basis points. At December 31, 2010, the term loan bore interest at 4.29%. Please refer to “Amendments to Master Derivative Contracts” below for information on termination of the $50,000 prefunded letter of credit to support crack spread hedging.

     Lenders under the term loan facility generally had a first priority lien on the Company’s fixed assets and a second priority lien on its cash, accounts receivable, inventory and certain other personal property. The term loan facility required quarterly principal payments of $963 through September 30, 2014, with the remaining balance due at maturity on January 3, 2015.

     On April 21, 2011, the Company used approximately $369,486 of the net proceeds from the issuance and sale of the 2019 Notes to repay in full its term loan, as well as accrued interest and fees, and terminated the entire senior secured first lien credit facility, including the term loan and $50,000 prefunded letter of credit. The Company did not incur any material early termination penalties in connection with its termination of the senior secured first lien credit facility. Further, in the second quarter of 2011 the Company recorded approximately $15,130 of extinguishment charges related to the writeoff of the unamortized debt issuance costs and the unamortized discount associated with the term loan.

Amendments to Master Derivative Contracts

     In connection with the termination of the term loan facility and the amendment of the senior secured revolving credit agreement, on April 21, 2011, the Company entered into amendments to certain of the Company’s master derivatives contracts (“Amendments”) to provide new credit support arrangements to secure the Company’s payment obligations under these contracts following the termination of the term loan facility and the amendment and restatement of the senior secured revolving credit agreement. Under the new credit support arrangements, the Company’s payment obligations under all of the Company’s master derivatives contracts for commodity hedging generally are secured by a first priority lien on the Company’s real property, plant and equipment, fixtures, intellectual property, certain financial assets, certain investment property, commercial tort claims, chattel paper, documents, instruments and proceeds of the foregoing (including proceeds of hedge arrangements). The Company also issued to one counterparty a $25,000 standby letter of credit under the amended and restated senior secured revolving credit facility to replace a prefunded $50,000 letter of credit previously issued under the senior secured first lien credit facility. In the event that such counterparty’s exposure to the Company exceeds $150,000, the Company will be required to post additional collateral support in the form of either cash or letters of credit with the counterparty to enter into additional crack spread hedges. In addition to the $25,000 standby letter of credit posted to one counterparty, as of June 30, 2011 the Company had cash collateral posted with another counterparty of $11,900. The Company’s master derivatives contracts continue to impose a number of covenant limitations on the Company’s operating and financing activities, including limitations on liens on collateral, limitations on dispositions of collateral and collateral maintenance and insurance requirements.

     In connection with the Amendments, on April 21, 2011, the Company entered into a collateral sharing agreement among each of its secured hedging counterparties and an administrative agent for the benefit of the secured hedging counterparties, which governs how the secured hedging counterparties will share collateral pledged as security for the payment obligations owed by the Company to the secured hedging counterparties under their respective master derivatives contracts. Subject to certain conditions set forth in the collateral trust agreement, the Company has the ability to add secured hedging counterparties thereto.

Amended and Restated Senior Secured Revolving Credit Agreement

     On June 24, 2011, the Company entered into an amended and restated senior secured revolving credit agreement which increased the maximum availability of credit from $375,000 to $550,000, subject to borrowing base limitations, and includes a $300,000 incremental uncommitted expansion feature. The revolving credit agreement, which is the Company’s primary source of liquidity for cash needs in excess of cash generated from operations, matures in June 2016 and currently bears interest at a rate equal to prime plus a basis points margin or LIBOR plus a basis points margin, at the Company’s option. As of June 30, 2011, the margin was 125 basis points for prime and 250 basis points for LIBOR; however the margin fluctuates quarterly based on the Company’s average availability for additional borrowings under the revolving credit agreement in the preceding calendar quarter as follows:

Quarterly Average	Margin on Base Rate			Margin on LIBOR
Availability Percentage	Revolving Loans			Revolving Loans
≥ 66%		1.00	%		2.25	%
≥ 33% and < 66%		1.25	%		2.50	%
< 33%		1.50	%		2.75	%

     The borrowing capacity at June 30, 2011 under the revolving credit facility was $402,231. As of June 30, 2011, the Company borrowed $28,090, leaving $194,668 available for additional borrowings based on collateral and specified availability limitations. The lenders under the revolving credit agreement have a first priority lien on the Company’s cash, accounts receivable, inventory and certain other personal property.

     In addition, the amended and restated senior secured revolving credit agreement contains various covenants that limit, among other things, the Company’s ability to: incur indebtedness; grant liens; dispose of certain assets; make certain acquisitions and investments; redeem or prepay other debt or make other restricted payments such as distributions to unitholders; enter into transactions with affiliates; and enter into a merger, consolidation or sale of assets. Further, the amended and restated senior secured revolving credit agreement contains one springing financial covenant which provides that only if the Company’s availability under the amended and restated senior secured revolving credit agreement falls below the greater of (i) 12.5% of the lesser of (a) the Borrowing Base (as defined in the credit agreement) (without giving effect to the LC Reserve (as defined in the credit agreement)) and (b) the credit agreement commitments then in effect and (ii) $30,000, then the Company will be required to maintain as of the end of each fiscal quarter a Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of at least 1.0 to 1.0.

     As of June 30, 2011, maturities of the Company’s long-term debt are as follows:

Year	Maturity
2011	$	505
2012		551
2013		236
2014		—
2015		—
Thereafter		428,090
Total	$	429,382

XML



Subsequent Events

6 Months Ended

Jun. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

     On July 22, 2011, the Company declared a quarterly cash distribution of $0.495 per unit on all outstanding units, or approximately $20,124 in aggregate, for the quarter ended June 30, 2011. The distribution will be paid on August 12, 2011 to unitholders of record as of the close of business on August 2, 2011. This quarterly distribution of $0.495 per unit equates to $1.98 per unit, or approximately $80,496 in aggregate on an annualized basis.

     The fair value of the Company’s derivatives decreased by approximately $46,000 subsequent to June 30, 2011 to a liability of approximately $184,000. As of August 8, 2011, the Company had $31,300 in cash margin posted with one counterparty to support crack spread hedging. The fair value of the Company’s long-term debt, excluding capital leases, has not changed materially subsequent to June 30, 2011.

     On July 25, 2011, the Company entered into a definitive asset purchase agreement with Murphy Oil Corporation (“Murphy Oil”), pursuant to which the Company will acquire (the “Superior Acquisition”):

• Murphy Oil’s refinery located in Superior, Wisconsin (the “Superior Refinery”) and associated inventories;

• the Superior Refinery’s wholesale marketing business and related assets, including certain owned or leased Murphy Oil product terminals located in Superior and Rhinelander, Wisconsin, Duluth and Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah and associated inventories and logistics assets located at each of the foregoing facilities; and

• Murphy Oil’s “SPUR” branded gasoline wholesale business and related assets.

     The Superior Acquisition is expected to close by the end of the third quarter of 2011, subject to customary closing conditions and regulatory approvals.

     The Superior Refinery produces gasoline, distillate, asphalt and specialty petroleum products that are marketed in the Midwest region of the United States, Canada and the surrounding border states. The Superior wholesale business transports products produced at the Superior Refinery through several Magellan pipeline terminals in Minnesota, Wisconsin, Iowa, North Dakota and South Dakota and through its own leased and owned product terminals located in Superior and Rhinelander, Wisconsin, Duluth, Crookston and Proctor, Minnesota, Grand Island, Nebraska and Toole, Utah. The Superior Wholesale Business also sells gasoline wholesale to SPUR branded gas stations, which are owned and operated by independent franchisees.

     The aggregate purchase price for the acquired business is $214,000, plus the market value of the acquired business’ hydrocarbon inventories at closing and the reimbursement of certain capital expenditures to be incurred at the Superior Refinery during the period from the execution of the Purchase Agreement to the closing of the Superior Acquisition (the “Interim Period”). The purchase price is also subject to customary purchase price adjustments. The Company intends to finance the Superior Acquisition primarily through a combination of equity and long-term debt financing and through borrowings under its revolving credit facility. The Company’s obligation to consummate the Superior Acquisition is not conditioned upon the receipt of financing.

XML



Condensed Consolidated Statements of Cash Flows (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating activities
Net loss	$ (3,450)	$ (13,974)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	28,964	29,502
Amortization of turnaround costs	5,746	4,100
Non-cash interest expense	1,655	1,906
Non-cash debt extinguishment costs	14,401
Provision for doubtful accounts	255	(91)
Unrealized loss on derivative instruments	3,541	15,766
Other non-cash activities	338	1,114
Changes in assets and liabilities:
Accounts receivable	(48,479)	(27,323)
Inventories	(111,555)	(9,583)
Prepaid expenses and other current assets	(1,747)	(1,324)
Derivative activity	5,699	1,443
Turnaround costs	(7,501)	(8,548)
Deposits	(12,735)	3,589
Accounts payable	62,834	48,584
Accrued salaries, wages and benefits	383	(603)
Taxes payable	1,186	166
Other liabilities	(9,473)	(2,143)
Pension and postretirement benefit obligations	(620)	(14)
Net cash provided by (used in) operating activities	(70,558)	42,567
Investing activities
Additions to property, plant and equipment	(20,635)	(17,017)
Proceeds from insurance recoveries - equipment	1,942
Proceeds from sale of equipment	130	121
Net cash used in investing activities	(18,563)	(16,896)
Financing activities
Proceeds from borrowings - revolving credit facility	692,543	489,489
Repayments of borrowings - revolving credit facility	(675,285)	(480,249)
Repayments of borrowings - term loan credit facility	(367,385)	(1,925)
Payments on capital lease obligations	(534)	(743)
Proceeds from public equity offering, net	92,290	793
Proceeds from senior notes offering	400,000
Debt issuance costs	(17,582)
Contribution from Calumet GP, LLC	1,970	18
Common units repurchased for vested phantom unit grants	(620)	(248)
Distributions to partners	(36,258)	(32,788)
Net cash provided by (used in) financing activities	89,139	(25,653)
Net increase in cash and cash equivalents	18	18
Cash and cash equivalents at beginning of period	37	49
Cash and cash equivalents at end of period	55	67
Supplemental disclosure of cash flow information
Interest paid	11,830	13,074
Income taxes paid	$ 116	$ 89

XML



Description of the Business

6 Months Ended

Jun. 30, 2011

Description of the Business [Abstract]

Description of the Business

1. Description of the Business

     Calumet Specialty Products Partners, L.P. (the “Company”) is a Delaware limited partnership. The general partner of the Company is Calumet GP, LLC, a Delaware limited liability company. As of June 30, 2011, the Company had 39,779,778 common units and 811,832 general partner units outstanding. The number of common units outstanding includes 13,066,000 common units that converted from subordinated units on February 16, 2011. There are no longer any subordinated units outstanding. Refer to Note 9 for additional information. The general partner owns 2% of the Company while the remaining 98% is owned by limited partners. The Company is engaged in the production and marketing of crude oil-based specialty lubricating oils, white mineral oils, solvents, petrolatums, waxes and fuels. The Company owns facilities located in Shreveport, Louisiana (“Shreveport”); Princeton, Louisiana (“Princeton”); Cotton Valley, Louisiana (“Cotton Valley”); Karns City, Pennsylvania (“Karns City”) and Dickinson, Texas (“Dickinson”) and a terminal located in Burnham, Illinois (“Burnham”).

     The unaudited condensed consolidated financial statements of the Company as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 included herein have been prepared, without audit, pursuant to the rules and regulations of the SEC. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (the “U.S.”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the following disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal nature, unless otherwise disclosed. The results of operations for the three and six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s 2010 Annual Report. The Company issued these unaudited condensed consolidated financial statements by filing them with the SEC and has evaluated subsequent events up to the time of filing. Refer to Note 15 for additional information on these subsequent events.

XML



Comprehensive Loss

6 Months Ended

Jun. 30, 2011

Partners Capital and Comprehensive Loss [Abstract]

Comprehensive Loss

10. Comprehensive Income (Loss)

     Comprehensive income (loss) for the Company includes the change in fair value of cash flow hedges and the minimum pension liability adjustment that have not been recognized in net loss. Comprehensive income (loss) for the three and six months ended June 30, 2011 and 2010 was as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Net loss	$	(7,651	)	$	(907	)	$	(3,450	)	$	(13,974	)
Cash flow hedge (gain) loss reclassified to net loss		27,430			(1,791	)		46,944			(7,521	)
Change in fair value of cash flow hedges		(14,051	)		(4,825	)		(142,775	)		(10,924	)
Defined benefit pension and retiree health benefit plans		61			59			122			464
Total comprehensive income (loss)	$	5,789		$	(7,464	)	$	(99,159	)	$	(31,955	)

XML



Segments and Related Information

6 Months Ended

Jun. 30, 2011

Segments and Related Information [Abstract]

Segments and Related Information

14. Segments and Related Information

a. Segment Reporting

     The Company has two reportable segments: Specialty Products and Fuel Products. The Specialty Products segment produces a variety of lubricating oils, solvents, waxes and asphalt and other by-products. These products are sold to customers who purchase these products primarily as raw material components for basic automotive, industrial and consumer goods. The Fuel Products segment produces a variety of fuel and fuel-related products including gasoline, diesel and jet fuel. Because of the similar economic characteristics, certain operations have been aggregated for segment reporting purposes.

     The accounting policies of the segments are the same as those described in the summary of significant accounting policies except that the Company evaluates segment performance based on income (loss) from operations. The Company accounts for intersegment sales and transfers at cost plus a specified mark-up. Reportable segment information is as follows:

	Specialty		Fuel			Combined					Consolidated
Three Months Ended June 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	466,414	$	267,356		$	733,770	$	—		$	733,770
Intersegment sales		291,351		15,272			306,623		(306,623	)		—
Total sales	$	757,765	$	282,628		$	1,040,393	$	(306,623	)	$	733,770
Depreciation and amortization		17,722		—			17,722		—			17,722
Operating income (loss)		35,485		(12,074	)		23,411		—			23,411
Reconciling items to net loss:
Interest expense												(10,544	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(5,494	)
Other												274
Income tax expense												(168	)
Net loss											$	(7,651	)
Capital expenditures	$	14,069	$	—		$	14,069	$	—		$	14,069

	Specialty		Fuel		Combined					Consolidated
Three Months Ended June 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	329,423	$	185,229	$	514,652	$	—		$	514,652
Intersegment sales		188,654		16,427		205,081		(205,081	)		—
Total sales	$	518,077	$	201,656	$	719,733	$	(205,081	)	$	514,652
Depreciation and amortization		18,017		—		18,017		—			18,017
Operating income		19,472		292		19,764		—			19,764
Reconciling items to net loss:
Interest expense											(7,277	)
Loss on derivative instruments											(13,305	)
Other											9
Income tax expense											(98	)
Net loss										$	(907	)
Capital expenditures	$	11,348	$	—	$	11,348	$	—		$	11,348

	Specialty		Fuel			Combined					Consolidated
Six Months Ended June 30, 2011	Products		Products			Segments		Eliminations			Total
Sales:
External customers	$	863,516	$	475,494		$	1,339,010	$	—		$	1,339,010
Intersegment sales		507,428		18,907			526,335		(526,335	)		—
Total sales	$	1,370,944	$	494,401		$	1,865,345	$	(526,335	)	$	1,339,010
Depreciation and amortization		36,365		—			36,365		—			36,365
Operating income (loss)		51,955		(16,390	)		35,565		—			35,565
Reconciling items to net loss:
Interest expense												(18,025	)
Debt extinguishment costs												(15,130	)
Loss on derivative instruments												(5,525	)
Other												103
Income tax expense												(438	)
Net loss											$	(3,450	)
Capital expenditures	$	20,635	$	—		$	20,635	$	—		$	20,635

	Specialty		Fuel		Combined					Consolidated
Six Months Ended June 30, 2010	Products		Products		Segments		Eliminations			Total
Sales:
External customers	$	634,899	$	364,370	$	999,269	$	—		$	999,269
Intersegment sales		363,261		27,217		390,478		(390,478	)		—
Total sales	$	998,160	$	391,587	$	1,389,747	$	(390,478	)	$	999,269
Depreciation and amortization		35,508		—		35,508		—			35,508
Operating income		16,835		5,836		22,671		—			22,671
Reconciling items to net loss:
Interest expense											(14,711	)
Loss on derivative instruments											(21,624	)
Other											(50	)
Income tax expense											(260	)
Net loss										$	(13,974	)
Capital expenditures	$	17,017	$	—	$	17,017	$	—		$	17,017

	June 30, 2011		December 31, 2010
Segment assets:
Specialty products	$	1,058,981	$	962,850
Fuel products		137,243		53,822
Total assets	$	1,196,224	$	1,016,672

b. Geographic Information

     International sales accounted for less than 10% of consolidated sales in each of the three months and six months ended June 30, 2011 and 2010. All of the Company’s long-lived assets are domestically located.

c. Product Information

     The Company offers products primarily in five general categories consisting of lubricating oils, solvents, waxes, fuels and asphalt and by-products. Fuel products primarily consist of gasoline, diesel, jet fuel and by-products. The following table sets forth the major product category sales:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Specialty products:
Lubricating oils	$	246,448	$	176,354	$	455,499	$	340,402
Solvents		135,642		95,777		253,978		183,631
Waxes		33,874		28,362		68,181		54,608
Fuels		592		2,232		1,423		3,971
Asphalt and other by-products		49,858		26,698		84,435		52,287
Total	$	466,414	$	329,423	$	863,516	$	634,899
Fuel products:
Gasoline		127,452		76,287		223,233		152,170
Diesel		91,611		77,396		173,764		141,626
Jet fuel		40,686		27,816		67,460		65,380
By-products		7,607		3,730		11,037		5,194
Total	$	267,356	$	185,229	$	475,494	$	364,370
Consolidated sales	$	733,770	$	514,652	$	1,339,010	$	999,269

d. Major Customers

     During the three and six months ended June 30, 2011 and 2010, the Company had no customer that represented 10% or greater of consolidated sales.

XML



Condensed Consolidated Balance Sheets (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 55	$ 37
Accounts receivable:
Trade	203,749	157,185
Other	2,436	776
Total Accounts Receivable	206,185	157,961
Inventories	258,665	147,110
Prepaid expenses and other current assets	3,656	1,909
Deposits	14,829	2,094
Total current assets	483,390	309,111
Property, plant and equipment, net	607,422	612,433
Goodwill	48,335	48,335
Other intangible assets, net	26,170	29,666
Other noncurrent assets, net	30,907	17,127
Total assets	1,196,224	1,016,672
Current liabilities:
Accounts payable	236,169	146,730
Accounts payable - related party	1,380	27,985
Accrued salaries, wages and benefits	7,975	7,559
Taxes payable	8,360	7,174
Other current liabilities	7,146	16,605
Current portion of long-term debt	942	4,844
Derivative liabilities	137,885	32,814
Total current liabilities	399,857	243,711
Pension and postretirement benefit obligations	8,426	9,168
Other long-term liabilities	1,069	1,083
Long-term debt, less current portion	428,440	364,431
Total liabilities	837,792	618,393
Commitments and Contingencies (Note 4)
Partners' capital:
Limited partners' interest (39,779,778 units and 35,279,778 units issued and outstanding at June 30, 2011 and December 31, 2010, respectively)	462,458	407,773
General partner's interest	19,302	18,125
Accumulated other comprehensive loss	(123,328)	(27,619)
Total partners' capital	358,432	398,279
Total liabilities and partners' capital	$ 1,196,224	$ 1,016,672