SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT
Exhibit 10.1
Execution Copy
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of
April 15, 2011, is by and among CALUMET LUBRICANTS CO., LIMITED PARTNERSHIP, an Indiana limited
partnership (the “Company”), CALUMET SHREVEPORT, LLC, an Indiana limited liability company
(“Calumet Shreveport”), CALUMET SHREVEPORT LUBRICANTS & WAXES, LLC, an Indiana limited
liability company (“CSLW”), CALUMET SHREVEPORT FUELS, LLC, an Indiana limited liability
company (“CSF”), CALUMET SPECIALTY PRODUCTS PARTNERS, L.P., a Delaware limited partnership
(“CSPP”), CALUMET LP GP, LLC, a Delaware limited liability company (“CLPGP”),
CALUMET OPERATING, LLC, a Delaware limited liability company (“Operating”), CALUMET SALES
COMPANY INCORPORATED, a Delaware corporation (“Calumet Sales”), CALUMET PENRECO, LLC, a
Delaware limited liability company (“Calumet Penreco”) and CALUMET FINANCE CORP., a
Delaware corporation (“Calumet Finance”, and together with the Company, Calumet
Shreveport, CSLW, CSF, CSPP, CLPGP, Operating, Calumet Sales and Calumet Penreco, collectively, the
“Borrowers” and each individually a “Borrower”), the financial institutions
identified on the signature pages hereto as the Lenders (collectively, the “Lenders”) and
BANK OF AMERICA, N.A., as agent for the Lenders (the “Agent”).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of December 9, 2005 among the
Borrowers, the Lenders and the Agent (as previously amended, the “Existing Credit
Agreement”), the Lenders have extended commitments to make certain credit facilities available
to the Borrowers;
WHEREAS, in anticipation of the issuance by certain of the Borrowers of either (i) unsecured
senior notes or (ii) secured senior notes, the Borrowers have requested that the Lenders agree to
amend the Existing Credit Agreement;
WHEREAS, in the event that the Borrowers consummate the Unsecured Notes Offering, the
Borrowers have requested that the Lenders agree to consent to the release by the Agent of its liens
on the PP&E Priority Collateral; and
WHEREAS, the Agent and the Required Lenders are willing to make such amendments and grant such
consent upon the terms and conditions contained in this Amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in consideration of the agreements herein contained, the parties hereby
agree as follows:
PART I
DEFINITIONS
DEFINITIONS
SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:
“Amended Credit Agreement” means the Existing Credit Agreement as
amended hereby.
“Amendment No. 7 Effective Date” is defined in Subpart
4.1.
SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble and
recitals, have the meanings provided in the Amended Credit Agreement.
PART II
AMENDMENTS TO EXISTING CREDIT AGREEMENT
AMENDMENTS TO EXISTING CREDIT AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 7 Effective Date, the
Existing Credit Agreement is hereby amended in accordance with this Part II. Except as so
amended, the Existing Credit Agreement shall continue in full force and effect.
SUBPART 2.1. Amendments to Section 1.1. Section 1.1 of the Existing Credit
Agreement is hereby amended as follows:
(A) The definition of “Applicable Margin” is hereby amended by (i) deleting the
words “Level IV” contained therein and replacing them with the words “Level III” and
(ii) deleting the grid set forth therein and replacing it with the following:
Consolidated | Base Rate | LIBOR | ||||||||||
Level | Leverage Ratio | Revolving Loans | Revolving Loans | |||||||||
I |
< 2.75 to 1.0 | 0.50 | % | 2.00 | % | |||||||
II |
≥ 2.75 to 1.0 but < 3.25 to 1.0 |
0.75 | % | 2.25 | % | |||||||
III |
≥ 3.25 to 1.0 | 1.00 | % | 2.50 | % | |||||||
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(B) The definition of “Change of Control” is hereby amended by adding a new
clause (g) to the end thereof which shall read as follows:
(g) the occurrence of a “Change of Control” (or any comparable
term) under, and as defined in, the Notes Indenture.
(C) The definition of “Collateral” is hereby deleted in its entirety and
replaced with the following:
Collateral — a collective reference to all Property
that now or hereafter secures (or is intended to secure) any
Obligations excluding Excluded Property, after giving effect to all
releases of collateral duly executed and delivered in accordance
with the Loan Documents.
(D) The definition of “Excluded Property” is hereby amended by adding the
following words to the end of the proviso at the end thereof:
“or any obligations under the Secured Senior Notes or the
Secured Notes Indenture.”
(E) The definition of “Priority Collateral” is hereby deleted in its entirety
and replaced with the following:
Priority Collateral — (i) before the Amendment No. 7
Effective Date, all “Working Capital Priority Collateral” as defined
in the Intercreditor Agreement (other than Excluded Property),
including, upon the payment in full of the PP&E Obligations and the
termination of the PP&E Commitment, all PP&E Priority Collateral
(other than Excluded Property) and (ii) on and after the Amendment
No. 7 Effective Date, (a) in the event of the consummation of the
Secured Notes Offering, all property with respect to which the Agent
holds a first lien pursuant to the terms of the Intercreditor
Agreement — Secured Notes Indenture (other than Excluded Property),
including, upon the payment in full of all obligations under the
Secured Senior Notes and the Secured Notes Indenture, the Secured
Notes Indenture Collateral (other than Excluded Property) or (b) in
the event of the consummation of the Unsecured Notes Offering, all
Collateral.
(F) The following new definitions are hereby added in appropriate alphabetical
order:
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Amendment No. 7 Effective Date — April ___, 2011.
Intercreditor Agreement — Secured Notes Indenture —
an intercreditor agreement entered into by, among others, the Agent
and the Trustee under the Secured Notes Indenture in form and
substance satisfactory to the Agent in its sole discretion, provided
that if an Unsecured Notes Offering is consummated prior to a
Secured Notes Offering, then “Intercreditor Agreement—Secured Notes
Indenture” shall be without meaning, force or effect.
Notes Indenture — (i) in the event of the consummation
of the Secured Notes Offering, the Secured Notes Indenture or (ii)
in the event of the consummation of the Unsecured Notes Offering,
the Unsecured Notes Indenture.
Notes Offering — (i) in the event of the consummation
of the Secured Notes Offering, the Secured Notes Offering or (ii) in
the event of the consummation of the Unsecured Notes Offering, the
Unsecured Notes Offering.
Secured Notes Indenture — (i) the indenture pursuant
to which the Secured Senior Notes are issued, and (ii) any note
purchase agreement, indenture or other agreement evidencing any
refinancing thereof permitted by Section 10.2.3(l) as in effect
after the Amendment No. 7 Effective Date, provided that if an
Unsecured Notes Offering is consummated prior to a Secured Notes
Offering, then “Secured Notes Indenture” shall be without meaning,
force or effect.
Secured Notes Indenture Collateral — if a Secured
Notes Offering is consummated, all property with respect to which
the holders of the Secured Senior Notes hold a first lien pursuant
to the terms of the Intercreditor Agreement — Secured Notes
Indenture, provided that if an Unsecured Notes Offering is
consummated prior to a Secured Notes Offering, then “Secured Notes
Indenture Collateral” shall be without meaning, force or effect.
Secured Notes Offering — the issuance by the Company
and Calumet Finance of at least $300,000,000 aggregate principal
amount of secured senior notes having a term of not less than six
years (the “Secured Senior Notes”).
Secured Senior Notes — as defined in the definition of
“Secured Notes Offering”.
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Senior Notes — (i) in the event of the consummation of
the Secured Notes Offering, the Secured Senior Notes or (ii) in the
event of the consummation of the Unsecured Notes Offering, the
Unsecured Senior Notes.
Secured Senior Notes Cap Amount — an amount equal to
$375,000,000.
Trustee — the trustee under the applicable Notes
Indenture.
Unsecured Notes Indenture — (i) the indenture pursuant
to which the Unsecured Senior Notes are issued, and (ii) any note
purchase agreement, indenture or other agreement evidencing any
refinancing thereof permitted by Section 10.2.3(l) as in effect
after the Amendment No. 7 Effective Date, provided that if the
Secured Notes Offering is consummated prior to the Unsecured Notes
Offering, then “Unsecured Note Indenture” shall be without meaning,
force or effect.
Unsecured Notes Offerings — the initial issuance by
the Company and Calumet Finance of at least $300,000,000 aggregate
principal amount of unsecured senior notes having a term of not less
than six years, and any subsequent offering of unsecured senior
notes, without regard to principal amount, having a maturity date
that is at or after the maturity date of the first such issuance by
the Company (the “Unsecured Senior Notes”).
Unsecured Senior Notes — as defined in the definition
of “Unsecured Notes Offering”.
SUBPART 2.2. Amendment to Section 9.1.8. Section 9.1.8 of the Existing
Credit Agreement is hereby amended by inserting the words
“and the Secured Notes Indenture Collateral” after the words
“in the PP&E Priority Collateral” and before the words “are
duly perfected”.
SUBPART 2.3. Amendment to Section 9.1.24. Section 9.1.24 of the Existing
Credit Agreement is hereby amended by inserting the words
“and the Secured Notes Indenture Collateral” after the words
“with respect to the PP&E Priority Collateral” and before the
words “second priority”.
SUBPART 2.4. Amendment to Section 10.1.2. Section 10.1.2(f) is hereby
amended by inserting the words “and the Notes Indenture”
after the words “including the PP&E Credit Agreement”.
SUBPART 2.5. Amendment to Section 10.1.14. Section 10.1.14 of the
Existing Credit Agreement is hereby amended as follows:
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(a) Clause (a) is hereby amended by adding the following sentence to
the end thereof:
The foregoing provisions of this Section 10.1.14(a) shall not
apply, and Section 10.1.14(a) shall be without any force or effect,
following the consummation of an Unsecured Notes Offering.
(b) Clause (b) is hereby amended by adding the following sentence to
the end thereof:
The foregoing provisions of this Section 10.1.14(b) which
require the Obligors to mortgage their real property interests in
favor of the Agent and to deliver title insurance, surveys, flood
plain certificates and environmental reports shall not apply
following the consummation of an Unsecured Notes Offering.
SUBPART 2.6. Amendment to Section 10.2.1. Section 10.2.1 of the Existing
Credit Agreement is hereby amended as follows:
(a) Clause (r) is hereby deleted in its entirety and replaced with the
following:
(r) Liens securing the PP&E Obligations, so long as the
Intercreditor Agreement or a replacement intercreditor agreement
satisfactory to Agent and all the Lenders is in effect or, upon
consummation of an Unsecured Notes Offering, to the extent not
included in the foregoing, Liens on the PP&E Priority Collateral
securing the portion, if any, of the obligations of the Borrower to
Approved Counterparties (as defined in the PP&E Credit Agreement)
under Secured Crack Spread Hedge Agreements, provided that the Agent
has entered into a new intercreditor agreement with such Approved
Counterparties satisfactory to the Agent or an amendment or
restatement of the Intercreditor Agreement satisfactory to the
Agent.
(b) The “(u)” at the beginning of the final clause is changed to “(v)” and a
new clause is hereby inserted after clause (t) which shall read as follows:
(u) If a Secured Notes Offering is consummated prior to an
Unsecured Notes Offering, Liens with respect to the Secured Notes
Indenture Collateral securing the Obligors’ obligations under the
Secured Notes Offering, so long as the Intercreditor Agreement —
Secured Notes Indenture or a replacement intercreditor agreement
satisfactory to the Agent and the Required Lenders is in effect.
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SUBPART 2.7. Amendment to Section 10.2.2. Section 10.2.2 of the Existing
Credit Agreement is hereby amended as follows:
(a) The words “and the terms of the Notes Indenture” are hereby
inserted after the words “the terms of the PP&E Credit Agreement” in Section
10.2.2(g).
(b) The “(m)” at the beginning of the final clause is hereby changed to
“(n)”, and a new Section 10.2.2(m) is hereby inserted as new clause (m):
(m) Investments in Senior Notes required by the terms of the
Senior Notes Indenture.
SUBPART 2.8. Amendment to Section 10.2.3. Section 10.2.3 of the Existing
Credit Agreement is hereby amended as follows:
(a) The “(l)” at the beginning of the final clause is hereby changed to “(m)”
and the words “or applied to repayment of the Secured Senior Notes” are hereby
inserted at the end thereof.
(b) The following new clause is hereby inserted after clause (k) and before
clause (m) (as renumbered in accordance with the immediately preceding paragraph
hereof) as new clause (l):
(l) Indebtedness of the Borrowers and their Subsidiaries
arising in connection with (i) a Secured Notes Offering if the
Secured Notes Offering is consummated prior to an Unsecured Notes
Offering and the aggregate face amount of the Secured Senior Notes
does not exceed the Secured Senior Notes Cap Amount or, in the
alternative, (ii) an Unsecured Notes Offering if an Unsecured Notes
Offering is consummated before the Secured Notes Offering, and if so
consummated, any subsequent offerings of Unsecured Senior Notes
without regard to the face amount thereof, so long as (A) the
maturity date for the Indebtedness evidenced by any offering of
Unsecured Senior Notes shall occur no earlier than the date that is
six months after the Revolver Termination Date, (B) the amount of
such Indebtedness shall have no amortization prior to the Revolver
Termination Date, excluding put rights, required tenders for the
Notes or other repayments or prepayments required upon the
occurrence of a contingency (such as, for example and not by way of
limitation, an event of default, the destruction of assets or a
change of control), and (C) the issuance of such Unsecured Senior
Notes would not violate Section 10.3, and in either case, renewals,
refinancings and extensions thereof on terms and conditions no less
favorable to such Persons than those set forth in the applicable
Notes
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Indenture; provided that (i) the aggregate amount of
the applicable Secured Notes Offering is not increased at the time
of such refinancing, refunding, renewal or extension except by an
amount equal to a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred, in connection with
such refinancing, and (ii) the terms relating to principal amount,
maturity and other material terms taken as a whole, of any such
refinancing, refunding, renewing or extending of Secured Senior
Notes 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 Obligors or the Lenders than the terms
of the applicable Secured Notes Indenture
(it being understood that it shall be deemed a permitted refinancing
under this Section 10.2.3(l) if funds, raised in a public offering
of debt securities, are restricted to repayment of such
Indebtedness, even if a period of up to 30 days (or a longer period
to the extent that such funds are escrowed pursuant to arrangements
satisfactory to the Required Lenders) intervenes between the date
such public offering closes and the date that the applicable
Indebtedness is repaid from such funds); and
SUBPART 2.9. Amendment to Section 10.2.9. Section 10.2.9 of the Existing
Credit Agreement is hereby amended as follows:
(a) Section 10.2.9(a) is hereby amended by deleting the “and” before
clause (7) and inserting a new clause (8) at the end thereof which shall read
as follows:
“and (8) the Notes Indenture as in effect on the Amendment No.
7 Effective Date or as amended from time to time in accordance with
the terms of this Agreement.”
(b) Section 10.2.9(b) is hereby amended by inserting at the end of such
provision, immediately prior to the period therein, the following:
“and (iv) any document or instrument governing Indebtedness of
the Borrowers or their Subsidiaries permitted under Section
10.2.3(l) hereof
SUBPART 2.10. Amendments to Section 10.2.12. Section 10.2.12 of the Existing
Credit Agreement is hereby amended as follows:
(a) Section 10.2.12(a) is hereby amended by (i) changing the word “or”,
where it appears in the phrase “(other than (A) Indebtedness under the Loan
Documents or (B)...”, to “and”, and (ii) deleting the phrase “such purchase
money Indebtedness) (in each case whether or not mandatory)” that appears at
the end thereof immediately prior to the
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semicolon and inserting in lieu
thereof the following prior to such semicolon:
such purchase money Indebtedness (in each case, whether or not
mandatory), or (C) Indebtedness arising from a Notes Offering upon
the occurrence of a contingency);
(b) A new clause (f) is hereby added to the end thereof which shall
read as follows:
(f) Amend, replace, refinance, refund, restructure, supplement,
extend or otherwise modify the Notes Indenture (i) such that the
Indebtedness documented thereby would not be permitted under Section
10.3 after giving effect thereto, (ii) such
that the terms thereof are materially less favorable, taken as
a whole, to the Obligors or the Lenders after giving effect thereto
or (iii) to violate the provisions of the Intercreditor Agreement —
Secured Notes Indenture.
PART III
CONSENT AND AUTHORIZATION
CONSENT AND AUTHORIZATION
SUBPART 3.1. In the event of the consummation of an Unsecured Notes Offering, the
Lenders hereby consent to the release of the Agent’s lien on the PP&E Priority Collateral
and authorize and direct the Agent to execute and deliver to the Borrower from time to time,
when requested thereby, and to file, such documents, instruments and releases as the Agent
may deem advisable to effect such release. Except for the foregoing consent and amendments,
all terms and conditions of the Amended Credit Agreement shall remain in full force and
effect, without modification or limitation. This Amendment shall not constitute a consent
to any other action or inaction by the Borrowers or any other Consolidated Party, nor shall
it operate as a waiver of any other right, power, or remedy of any Lender or the Agent
under, or of any provision contained in, the Credit Agreement or any other Loan Document or
under applicable law (all of which rights and remedies are hereby expressly reserved by the
Lenders and the Agent), except as specifically provided herein.
PART IV
CONDITIONS TO EFFECTIVENESS
CONDITIONS TO EFFECTIVENESS
SUBPART 4.1. Amendment No. 7 Effective Date. This Amendment shall become
effective when all of the conditions set forth in this Part IV shall have been
satisfied (the “Amendment No. 7 Effective Date”), and thereafter this Amendment
shall be known, and may be referred to, as the “Seventh Amendment.”
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SUBPART 4.2. Execution of Counterparts of Amendment. The Agent shall have
received counterparts (or other evidence of execution, including telephonic message,
satisfactory to the Agent) of this Amendment, which collectively shall have been duly
executed on behalf of the Borrowers and the Required Lenders.
SUBPART 4.3. Notes Offering. The Agent shall have received satisfactory
evidence that the Borrowers have received the gross proceeds of the applicable Notes
Offering in an amount sufficient to repay in full the Obligations (as defined in the PP&E
Credit Agreement) pursuant to the terms of the PP&E Credit Agreement, the Borrowers shall
have repaid in full such Obligations pursuant to the terms of the PP&E Credit Agreement and
the PP&E Agent shall have released its lien on the Working Capital Collateral. The Agent
shall have received a copy, certified by the chief financial officer of the Company as true
and complete, of the documentation for the applicable Notes Offering as originally executed
and delivered, together with all exhibits and schedules thereto, and which shall be in form
and substance reasonably satisfactory to the Agent.
SUBPART 4.4. Intercreditor Agreement — Secured Notes Indenture. In the event
of the consummation of the Secured Notes Offering, the Agent shall have received
counterparts (or other evidence of execution, including telephonic message, satisfactory to
the Agent) of the Intercreditor Agreement — Secured Notes Indenture executed by each of the
parties thereto, which shall be in form and substance reasonably satisfactory to the Agent.
SUBPART 4.5 Joinder of Calumet Finance. The Agent shall have received (i)
joinder documentation executed by Calumet Finance Corp. in form and substance satisfactory
to the Agent pursuant to which Calumet Finance Corp. becomes a party to the Credit
Agreement, the Security Agreement and the other Security Documents and (ii) supporting
resolutions, articles of incorporation and bylaws (or their equivalents), incumbency
certificates, opinions of counsel and such other items as the Agent may request with respect
to Calumet Finance Corp., all in form and substance satisfactory to the Agent.
PART V
MISCELLANEOUS
MISCELLANEOUS
SUBPART 5.1 Cross-References. References in this Amendment to any Part or
Subpart are, unless otherwise specified, to such Part or Subpart of this Amendment.
SUBPART 5.2. Instrument Pursuant to Amended Credit Agreement. This Amendment
is an Other Agreement executed pursuant to the Amended Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied in accordance
with the terms and provisions of the Amended Credit Agreement.
SUBPART 5.3. References in Other Agreements. At such time as this Amendment
shall become effective pursuant to the terms of Subpart 3.1, all references in the
Other Agreements to the “Credit Agreement” shall be deemed to refer to the Existing Credit
Agreement as amended by this Amendment.
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SUBPART 5.4. Representations and Warranties of the Borrowers. Each Borrower
hereby represents and warrants that (a) it has the requisite power and authority to execute,
deliver and perform this Amendment, (b) it is duly authorized to, and has been authorized by
all necessary action, to execute, deliver and perform this Amendment, (c) the
representations and warranties contained in Section 9 of the Existing Credit
Agreement (as amended by this Amendment) are true and correct in all material respects on
and as of the date hereof as though made on and as of such date and after giving effect to
the amendments contained herein (except for those which expressly relate to an earlier date)
and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as
of the date hereof after giving effect to the amendments contained herein.
SUBPART 5.5. Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement. Delivery of executed
counterparts of this Amendment by telecopy shall be effective as an original and shall
constitute a representation that an original will be delivered.
SUBPART 5.6. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 5.7. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.
SUBPART 5.8. Costs and Expenses. The Borrowers agree to pay all reasonable
out of pocket costs and expenses of the Agent in connection with the preparation, execution
and delivery of this Amendment, including without limitation the reasonable fees and
expenses of Xxxxx & Xxx Xxxxx, PLLC.
SUBPART 5.9. No Other Modification. Except to the extent specifically provided
to the contrary in this Amendment, all terms and conditions of the Existing Credit Agreement
and the Other Agreements shall remain in full force and effect, without modification or
limitation.
SUBPART 5.10. Release. Each Borrower and each other Obligor hereby releases,
discharges and extinguishes any and all claims that each Borrower, and each other Obligor,
may have against the Agent in its representative capacity, or against the Lenders, arising
as a result of any breach of duty, or any breach of the Existing Agreement, by the Agent or
the Lenders in connection with the performance of their respective obligations under the
Existing Credit Agreement, provided however that the foregoing shall not release, discharge
or extinguish any right, claim or cause of action that each Borrower and each Obligor may
have in connection with (i) deposits (time, demand or other deposits) that are held by the
Agent or any of the Lenders, (ii) checks in process, (iii) rights to refunds for fee or
other overcharges prior to the date hereof, (iv) claims not known prior to the date hereof,
(v) claims in connection with services rendered pursuant to cash management, hedging,
investment advice or any other services of the Agent or any of the Lenders set forth in
agreements other than the Existing Credit
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Agreement, and (vi) claims for willful misconduct
occurring after the date of this Amendment.
[remainder of page intentionally left blank]
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Each of the parties hereto has caused a counterpart of this Amendment to be duly executed
and delivered as of the date first above written.
BORROWERS: |
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. |
|||
By: | Calumet GP, LLC, its general partner | |||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
|||
CALUMET LP GP, LLC |
||||
By: | Calumet Operating, LLC, its sole member | |||
By: | Calumet Specialty Products Partners, L.P., its sole member |
|||
By: | Calumet GP, LLC, its general partner | |||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer | |||
CALUMET OPERATING, LLC |
||||
By: | Calumet Specialty Products Partners, L.P., its sole member |
|||
By: | Calumet GP, LLC, its general partner | |||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer | |||
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. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
|||
CALUMET SHREVEPORT, LLC |
||||
By: | Calumet Lubricants Co., Limited Partnership, its sole member | |||
By: | Calumet LP GP, LLC, its general partner | |||
By: | Calumet Operating, LLC, its sole member |
|||
By: | Calumet Specialty Products Partners, L.P., its sole member |
|||
By: | Calumet GP, LLC, its general partner | |||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
|||
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. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer | |||
CALUMET SHREVEPORT FUELS, LLC |
||||
By: | Calumet Shreveport, LLC, its sole member |
By: | Calumet Lubricants Co., Limited Partnership, its sole member |
By: | Calumet LP GP, LLC, its general partner |
By: | Calumet Operating, LLC, its sole member | |||
By: | Calumet Specialty Products Partners, L.P., its sole member |
By: | Calumet GP, LLC, its general partner |
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
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CALUMET SALES COMPANY INCORPORATED |
||||
By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
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. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
CALUMET FINANCE CORP. |
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By: | /s/ R. Xxxxxxx Xxxxxx, II | |||
Name: | R. Xxxxxxx Xxxxxx, II | |||
Title: | Vice President and Chief Financial Officer |
3
AGENT AND LENDERS: | BANK OF AMERICA, N.A., as Agent and a Lender |
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By: | /s/ Xxxxx XxxXxxxx | |||
Name: | Xxxxx XxxXxxxx | |||
Title: | Sr. Vice President |
JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent and a Lender |
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By: | /s/ Xxxxxxx Xxxx | |||
Name: | Xxxxxxx Xxxx | |||
Title: | Vice President |
XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor to Wachovia Bank, National Association), as a Lender |
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By: | /s/ Xxxx Xxxxxxxx | |||
Name: | Xxxx Xxxxxxxx | |||
Title: | Vice President |
CAPITAL ONE LEVERAGE FINANCE CORP. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Vice President |
REGIONS BANK |
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By: | /s/ Xxx Xxxxxxxx | |||
Name: | Xxx Xxxxxxxx | |||
Title: | Vice President |
FIFTH THIRD BANK |
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By: | /s/ Xxxxx X’ Xxxx | |||
Name: | Xxxxx X’ Xxxx | |||
Title: | Vice President |
LLOYDS TSB BANK, PLC |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxxxxx Asoli | |||
Name: | Xxxxxxx Asoli | |||
Title: | Associate Director | |||