November 13, 2017
Exhibit 10.11
November 13, 2017
0000 Xxxxxxxxxx Xxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: X. Xxxx Xxxxxxx, Executive Vice President and Chief Financial Officer
Re: | Second Amended and Restated Credit Agreement dated as of July 14, 2014 (as the same may be amended or otherwise modified, the “Credit Agreement”), among Calumet Specialty Products Partners, L.P. (“MLP Parent”), certain Subsidiaries of MLP Parent party thereto, the Lenders party thereto, and Bank of America, N.A., as agent for the Lender (“Agent”); all capitalized terms used herein, unless otherwise defined herein, shall have the same meaning as in the Credit Agreement |
Ladies and Gentlemen:
Borrower Agent has advised Agent and Lenders that Obligors will not be able to deliver the financial statements for the Fiscal Quarter ended September 30, 2017 (the “9/30/17 Financial Statements”) within the number of days after such Fiscal Quarter end required by Section 9.1.1(b) of the Credit Agreement. In accordance with Section 13.1.1 of the Credit Agreement, Borrower Agent has requested that Required Lenders consent to Obligors’ departure from the requirements of Section 9.1.1(b) of the Credit Agreement with respect to the delivery of the 9/30/17 Financial Statements.
Each of the undersigned Lenders consents to Obligors’ departure from Section 9.1.1(b) of the Credit Agreement with respect to the timely delivery of the 9/30/17 Financial Statements, which consent is subject to Obligors’ compliance with the agreements set forth in this letter (this “Consent Letter”) below.
To induce Agent and Required Lenders to agree to the terms of this Consent Letter, Borrowers (by their execution below) hereby agree as follows:
1.Obligors will deliver to Agent the 9/30/17 Financial Statements meeting the requirements of Section 9.1.1(b) of the Credit Agreement on or before December 5, 2017. The failure to deliver such financial statements by such date shall constitute an Event of Default.
2.The agreements of Lenders set forth herein shall not be deemed a consent to the departure from or a waiver of: (a) Section 9.1.1(b) of the Credit Agreement for any purpose other than as specifically set forth herein with respect to the 9/30/17 Financial Statements, (b) any other covenant or condition in any Credit Document, or (c) any Default that may otherwise arise or that may be reflected in the financial statements delivered pursuant to paragraph 1 above. The failure to comply fully with Section 9.1.1(b) of the Credit Agreement with respect to any other date, year, time or other matter shall constitute an Event of Default.
3.Except as specifically set forth herein, all terms and provisions of the Credit Documents, all rights of Agent and Lenders thereunder and all obligations of Obligors thereunder shall remain in full force and effect and are ratified and confirmed in all respects.
4.The Credit Agreement and the other Credit Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.
Each Borrower also represents and warrants to Agent and each Lender that the following statements are true, correct and complete: (a) no Default has occurred and is continuing and (b) the representations and warranties set
CONSENT LETTER, Page 1
forth in the Credit Documents are true and correct on and as of the date hereof with the same effect as though made on and as of such date (except for representations and warranties that expressly relate only to an earlier date, which shall be true and correct on such date).
This Consent Letter embodies the final, entire agreement among the parties hereto and supersedes any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the subject matter hereof, and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereto. This Consent Letter is to be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5-1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law. This Consent Letter may be executed in one or more counterparts and on telecopied or other electronically reproduced counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
The consent contemplated by this Consent Letter may be granted with the agreement of Required Lenders, which term is defined in the Credit Agreement to mean Lenders having more than fifty percent (50%) of the Revolving Commitments (such percentage applicable to a Lender, herein such Lender’s “Required Lender Percentage”). For purposes of determining the effectiveness of this Consent Letter, each Lender’s Required Lender Percentage is set forth on Schedule 1 attached hereto.
CONSENT LETTER, Page 2
Very truly yours,
BANK OF AMERICA, N.A.,
as Agent, a Lender and an Issuing Bank
By: /s/ Xxxxx XxxXxxxx
Name: Xxxxx XxxXxxxx
Title: Senior Vice President
Accepted and agreed to
as of November 13, 2017:
BORROWERS: | |
By: Calumet GP, LLC, its general partner
By: /s/ X. Xxxx Xxxxxxx
Name: X. Xxxx Xxxxxxx
Title: Executive Vice President and Chief Financial Officer
CALUMET OPERATING, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET REFINING, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET SHREVEPORT REFINING, LLC
By: Calumet Refining, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CONSENT LETTER, Signature Page
CALUMET SAN ANTONIO REFINING, LLC
By: Calumet Refining, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET MONTANA REFINING, LLC
By: Calumet Refining, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET MISSOURI, LLC
By: Calumet Refining, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET XXXXX CITY REFINING, LLC
By: Calumet Refining, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET FINANCE CORP.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President-Finance and Treasurer
CALUMET BRANDED PRODUCTS, LLC
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CONSENT LETTER, Signature Page
BEL-RAY COMPANY, LLC
By: Calumet Branded Products, LLC, its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
CALUMET INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President-Finance and Treasurer
KURLIN COMPANY, LLC
By: Calumet International, Inc., its sole member
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Vice President - Finance
OTHER LENDERS:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as Co-Syndication agent and a Lender
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Duly Authorized Signatory
JPMORGAN CHASE BANK, N.A.,
as Co-Syndication Agent and a Lender
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title:Authorized Officer
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
CONSENT LETTER, Signature Page
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent and a Lender
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Vice President
REGIONS BANK, as a Lender
By: /s/ Xxxxx Sutrinaitis
Name:Xxxxx Sutrinaitis
Title: Vice President
BARCLAYS BANK PLC, as a Lender
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Assistant Vice President
NATIXIS, as a Lender
By: /s/ Xxxxx Le Foyer
Name: Xxxxx Le Foyer
Title: Director
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Director
CONSENT LETTER, Signature Page
COMPASS BANK, as a Lender
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Executive Director
XXXXXXX XXXXX BANK USA, as a Lender
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Authorized Signatory
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Attorney In Fact
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Attorney In Fact
SIEMENS FINANCIAL SERVICES, as a Lender
By:
Name:
Title:
By:
Name:
Title:
BMO XXXXXX BANK, N.A., as a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
THE BANK OF TOKYO-MITSUBISHI UFJ, as a Lender
By:
Name:
Title:
CONSENT LETTER, Signature Page
Schedule 1
to
Consent Letter
REQUIRED LENDER PERCENTAGE
Lender | Commitment | Applicable Percentage |
Bank of America, N.A. | $141,750,000.00 | 15.75% |
Xxxxx Fargo Bank, National Association | $123,750,000.00 | 13.75% |
JPMorgan Chase Bank, N.A. | $103,500,000.00 | 11.50% |
U.S. Bank National Association | $ 72,000,000.00 | 8.00% |
Deutsche Bank Trust Company Americas | $ 63,000,000.00 | 7.00% |
Natixis | $ 54,000,000.00 | 6.00% |
PNC Bank, National Association | $ 54,000,000.00 | 6.00% |
Regions Bank | $ 54,000,000.00 | 6.00% |
Royal Bank of Canada | $ 45,000,000.00 | 5.00% |
Barclays Bank PLC | $ 45,000,000.00 | 5.00% |
The Bank of Tokyo-Mitsubishi UFJ | $ 40,500,000.00 | |
Compass Bank | $ 29,250,000.00 | 3.25% |
BMO Xxxxxx Bank, N.A. | $ 24,750,000.00 | 2.75% |
Xxxxxxx Sachs Bank USA | $ 24,750,000.00 | 2.75% |
Siemens Financial Services | $ 24,750,000.00 | |
Total | $900,000,000.00 | 92.75% |
CONSENT LETTER, Signature Page
